Cover
Cover - shares | 6 Months Ended | |
Sep. 30, 2024 | Nov. 08, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2024 | |
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 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 | |
Entity Shell Company | false | |
Entity Central Index Key | 0001775734 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2025 | |
Class A common stock | ||
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) | 4,841,350 | |
Warrants, each whole warrant exercisable for one share of Class A common stock, par value $0.001 per share, and one share of Series A convertible preferred stock, par value $0.001 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants | |
Trading Symbol | BENFW | |
Security Exchange Name | NASDAQ | |
Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 239,256 |
CONSOLIDATED STATEMENTS OF FINA
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - USD ($) $ in Thousands | Sep. 30, 2024 | Mar. 31, 2024 |
ASSETS | ||
Cash and cash equivalents | $ 4,482 | $ 7,913 |
Restricted cash | 314 | 64 |
Investments | 334,987 | 329,119 |
Other assets, net | 15,991 | 14,699 |
Intangible assets | 3,100 | 3,100 |
Goodwill | 9,914 | 13,606 |
Total assets | 368,788 | 368,501 |
LIABILITIES, TEMPORARY EQUITY, AND EQUITY (DEFICIT) | ||
Accounts payable and accrued expenses (related party of $13,921 and $14,143) | 112,494 | 157,157 |
Other liabilities (related party of $14,306 and $9,740) | 19,123 | 31,727 |
Warrants liability | 784 | 178 |
Convertible debt | 1,936 | 0 |
Debt due to related parties | 122,117 | 120,505 |
Total liabilities | 256,454 | 309,567 |
Total temporary equity | 125,526 | 251,052 |
Shareholder’s equity (deficit): | ||
Additional paid-in capital | 1,836,492 | 1,848,068 |
Accumulated deficit | (1,998,633) | (2,059,214) |
Stock receivable | 0 | (20,038) |
Treasury stock, at cost (9 shares as of September 30, 2024 and March 31, 2024) | (3,444) | (3,444) |
Accumulated other comprehensive income | 281 | 276 |
Noncontrolling interests | 152,107 | 42,231 |
Total equity (deficit) | (13,192) | (192,118) |
Total liabilities, temporary equity, and equity (deficit) | 368,788 | 368,501 |
Preferred Series A Subclass 0 | ||
LIABILITIES, TEMPORARY EQUITY, AND EQUITY (DEFICIT) | ||
Preferred Series A Subclass 0 Redeemable Unit Accounts, nonunitized | 125,526 | 251,052 |
Series A preferred stock | ||
Shareholder’s equity (deficit): | ||
Preferred stock | 0 | 0 |
Series B preferred stock | ||
Shareholder’s equity (deficit): | ||
Preferred stock | 0 | 0 |
Class A common stock | ||
Shareholder’s equity (deficit): | ||
Common stock | 5 | 3 |
Class B | ||
Shareholder’s equity (deficit): | ||
Common stock | 0 | 0 |
Variable Interest Entity, Primary Beneficiary | ||
ASSETS | ||
Investments | 334,987 | 329,113 |
Beneficient | ||
ASSETS | ||
Investments | $ 0 | $ 6 |
CONSOLIDATED STATEMENTS OF FI_2
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2024 | Mar. 31, 2024 |
Investments | $ 334,987 | $ 329,119 |
Other assets, net | 15,991 | 14,699 |
Accounts payable and accrued expenses (related party of $13,921 and $14,143) | 112,494 | 157,157 |
Other liabilities (related party of $14,306 and $9,740) | $ 19,123 | $ 31,727 |
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 | |
Preferred stock, shares authorized (in shares) | 4,000,000 | |
Preferred stock, shares issued (in shares) | 226,932 | 226,932 |
Preferred stock, shares outstanding (in shares) | 226,932 | 226,932 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 18,750,000 | 18,750,000 |
Common stock, shares issued (in shares) | 4,580,000 | 3,348,000 |
Common stock, shares outstanding (in shares) | 4,573,000 | 3,339,000 |
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 | $ 334,987 | $ 329,113 |
Beneficient | ||
Investments | 0 | 6 |
Related Party | ||
Accounts payable and accrued expenses (related party of $13,921 and $14,143) | 13,921 | 14,143 |
Other liabilities (related party of $14,306 and $9,740) | 14,306 | 9,740 |
Related Party | Variable Interest Entity, Primary Beneficiary | ||
Investments | 20 | 552 |
Related Party | Beneficient | ||
Investments | $ 0 | $ 6 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Revenues | ||||
Investment income (loss), net | $ 8,541 | $ (13) | $ 19,569 | $ 487 |
Loss on financial instruments, net (related party of $(173), $(41,960), $(538) and $(45,526), respectively) | (179) | (42,775) | (1,362) | (46,236) |
Interest and dividend income | 12 | 114 | 24 | 230 |
Trust services and administration revenues (related party of $8, $8, $15 and $15, respectively) | 187 | (87) | 376 | 15 |
Total revenues | 8,561 | (42,761) | 18,607 | (45,504) |
Operating expenses | ||||
Employee compensation and benefits | 7,135 | 15,398 | 10,985 | 51,221 |
Interest expense (related party of $3,135, $2,093, $6,189 and $2,825, respectively) | 4,320 | 5,114 | 8,608 | 8,898 |
Professional services | 7,257 | 6,657 | 12,801 | 17,030 |
Provision for credit losses | 476 | 0 | 1,000 | 0 |
Loss on impairment of goodwill | 298 | 306,684 | 3,692 | 1,402,989 |
Release of loss contingency related to arbitration award | 0 | 0 | (54,973) | 0 |
Other expenses (related party of $694, $2,105, $1,388 and $4,221, respectively) | 2,790 | 5,150 | 5,871 | 12,092 |
Total operating expenses | 22,276 | 339,003 | (12,016) | 1,492,230 |
Operating income (loss) | (13,715) | (381,764) | 30,623 | (1,537,734) |
(Gain) loss on liability resolution | (23,462) | 0 | (23,462) | 0 |
Operating income (loss) before income taxes | 9,747 | (381,764) | 54,085 | (1,537,734) |
Income tax expense | 0 | 0 | 28 | 0 |
Net income (loss) | 9,747 | (381,764) | 54,057 | (1,537,734) |
Plus: Net loss attributable to noncontrolling interests - Ben | 7,590 | 14,196 | 15,303 | 58,748 |
Less: Noncontrolling interest guaranteed payment | (4,423) | (4,167) | (8,779) | (8,272) |
Net income (loss) attributable to Beneficient common shareholders | 12,914 | (371,735) | 60,581 | (1,487,258) |
Other comprehensive income (loss): | ||||
Unrealized gain on available-for-sale debt securities | 26 | (105) | 5 | 4,185 |
Total comprehensive income (loss) | 12,940 | (371,840) | 60,586 | (1,483,073) |
Less: comprehensive (loss) gain attributable to noncontrolling interests | 26 | (105) | 5 | 4,185 |
Total comprehensive income (loss) attributable to Beneficient | 12,914 | (371,735) | 60,581 | (1,487,258) |
Related Party | ||||
Revenues | ||||
Loss on financial instruments, net (related party of $(173), $(41,960), $(538) and $(45,526), respectively) | 173 | 41,960 | 538 | 45,526 |
Trust services and administration revenues (related party of $8, $8, $15 and $15, respectively) | 8 | 8 | 15 | 15 |
Operating expenses | ||||
Interest expense (related party of $3,135, $2,093, $6,189 and $2,825, respectively) | 3,135 | 2,093 | 6,189 | 2,825 |
Other expenses (related party of $694, $2,105, $1,388 and $4,221, respectively) | 694 | 2,105 | 1,388 | 4,221 |
Class A | ||||
Operating expenses | ||||
Net income (loss) attributable to Beneficient common shareholders | $ 12,270 | $ (344,580) | $ 57,040 | $ (1,378,616) |
Net income (loss) per common share | ||||
Net income (loss) per common share - basic (in dollars per share) | $ 2.98 | $ (115.95) | $ 14.58 | $ (521.17) |
Net income (loss) per common share - diluted (in dollars per share) | $ 0.03 | $ (115.95) | $ 0.18 | $ (521.17) |
Class B | ||||
Operating expenses | ||||
Net income (loss) attributable to Beneficient common shareholders | $ 644 | $ (27,155) | $ 3,541 | $ (108,642) |
Net income (loss) per common share | ||||
Net income (loss) per common share - basic (in dollars per share) | $ 2.69 | $ (113.50) | $ 14.80 | $ (454.08) |
Net income (loss) per common share - diluted (in dollars per share) | $ 0.03 | $ (113.50) | $ 0.18 | $ (454.08) |
Variable Interest Entity, Primary Beneficiary | ||||
Operating expenses | ||||
Plus: Net loss attributable to noncontrolling interests - Ben | $ 4,523 | $ 3,592 | $ 5,049 | $ 17,458 |
Consolidated Entity, Excluding Consolidated VIE | ||||
Operating expenses | ||||
Plus: Net loss attributable to noncontrolling interests - Ben | $ 3,067 | $ 10,604 | $ 10,254 | $ 41,290 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Loss on financial instruments, net (related party of $(173), $(41,960), $(538) and $(45,526), respectively) | $ 179 | $ 42,775 | $ 1,362 | $ 46,236 |
Trust services and administration revenues (related party of $8, $8, $15 and $15, respectively) | 187 | (87) | 376 | 15 |
Interest expense (related party of $3,135, $2,093, $6,189 and $2,825, respectively) | 4,320 | 5,114 | 8,608 | 8,898 |
Other expenses (related party of $694, $2,105, $1,388 and $4,221, respectively) | 2,790 | 5,150 | 5,871 | 12,092 |
Related Party | ||||
Loss on financial instruments, net (related party of $(173), $(41,960), $(538) and $(45,526), respectively) | (173) | (41,960) | (538) | (45,526) |
Trust services and administration revenues (related party of $8, $8, $15 and $15, respectively) | 8 | 8 | 15 | 15 |
Interest expense (related party of $3,135, $2,093, $6,189 and $2,825, respectively) | 3,135 | 2,093 | 6,189 | 2,825 |
Other expenses (related party of $694, $2,105, $1,388 and $4,221, respectively) | $ 694 | $ 2,105 | $ 1,388 | $ 4,221 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) (UNAUDITED) - USD ($) $ in Thousands | Total | Series A preferred stock | Series B preferred stock | Class A common stock | Class B | Class S Ordinary | Preferred Series C Subclass 1 | Recent Financings | Recent Financings Series B Preferred Stock | Settlement of Liability Assumed at De-SPAC | Settlement of Liability Assumed at De-SPAC Class A common stock | Settlement of Liability | Preferred Stock Series A preferred stock | Preferred Stock Series B preferred stock | Preferred Stock Recent Financings Series B Preferred Stock | Common Class A and B Series A preferred stock | Common Class A and B Class A common stock | Common Class A and B Class B | Common Class A and B Class S Ordinary | Common Class A and B Preferred Series C Subclass 1 | Common Class A and B Recent Financings Class A common stock | Common Class A and B Settlement of Liability Assumed at De-SPAC Class A common stock | Common Class A and B Settlement of Liability Class A common stock | APIC | APIC Series A preferred stock | APIC Class S Ordinary | APIC Preferred Series C Subclass 1 | APIC Recent Financings | APIC Recent Financings Series B Preferred Stock | APIC Settlement of Liability Assumed at De-SPAC | APIC Settlement of Liability | Accumulated Deficit | Stock Receivable | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Noncontrolling interests (Note 10) | Noncontrolling interests (Note 10) Class S Ordinary | Noncontrolling interests (Note 10) Preferred Series C Subclass 1 | Noncontrolling interests (Note 10) Recent Financings | Noncontrolling interests (Note 10) Recent Financings Series B Preferred Stock | Redeemable noncontrolling interests |
Beginning balance, preferred (in shares) at Mar. 31, 2023 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 2,252,000 | 239,000 | |||||||||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2023 | $ 1,728,413 | $ 0 | $ 0 | $ 2 | $ 0 | $ 1,579,742 | $ 0 | $ 0 | $ (3,444) | $ 9,900 | $ 142,213 | $ 52,560 | $ 205,759 | ||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (1,546,006) | (36,432) | (1,450,826) | (58,748) | |||||||||||||||||||||||||||||||||||||
Recognition of share-based compensation cost | 35,504 | 35,504 | |||||||||||||||||||||||||||||||||||||||
Payment of employee payroll taxes on restricted equity units | (116) | (116) | |||||||||||||||||||||||||||||||||||||||
Issuance of shares (in shares) | 2,749,000 | 3,769,000 | 100,000 | 43,000 | 9,000 | ||||||||||||||||||||||||||||||||||||
Issuance of shares | (4,290) | $ 8,696 | $ 37,649 | $ 3,995 | $ 4,000 | $ 3 | $ 4 | (4,293) | $ 11,756 | $ 36,703 | $ 3,995 | 79 | $ (3,060) | $ 942 | |||||||||||||||||||||||||||
Adjustment to liability assumed at de-SPAC | 500 | 500 | |||||||||||||||||||||||||||||||||||||||
Conversion of stock (in shares) | (2,749,000) | 9,000 | 5,000 | 550,000 | |||||||||||||||||||||||||||||||||||||
Conversion of stock | $ 0 | $ 0 | $ 0 | $ (3) | $ 3 | $ 3,884 | $ 205,759 | (205,759) | (3,884) | (205,759) | |||||||||||||||||||||||||||||||
Reclass of distributions payable to noncontrolling interest holder | (567) | (567) | |||||||||||||||||||||||||||||||||||||||
Non-cash dividend to related party | (110) | (110) | |||||||||||||||||||||||||||||||||||||||
Share-based awards to related party employees | 110 | 110 | |||||||||||||||||||||||||||||||||||||||
Unrealized gain on available-for-sale debt securities | 4,185 | 4,185 | |||||||||||||||||||||||||||||||||||||||
Reclassification of realized gain upon transfer from available-for-sale debt security to equity interest | (13,694) | (13,694) | |||||||||||||||||||||||||||||||||||||||
Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return | 0 | 6,942 | (6,942) | ||||||||||||||||||||||||||||||||||||||
Redemption of BCG Preferred B.2 Unit Accounts | (1,413) | (1,413) | |||||||||||||||||||||||||||||||||||||||
Settlement of restricted stock units (in shares) | 68,000 | ||||||||||||||||||||||||||||||||||||||||
Settlement of restricted stock units | 0 | ||||||||||||||||||||||||||||||||||||||||
Stock receivable on prepaid forward purchase | (20,038) | (20,038) | |||||||||||||||||||||||||||||||||||||||
Reclass of BCH Preferred A.0 from temporary to permanent equity | 699,441 | 699,441 | $ (699,441) | ||||||||||||||||||||||||||||||||||||||
Ending balance, preferred (in shares) at Sep. 30, 2023 | 0 | 3,769,000 | |||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 3,036,000 | 239,000 | |||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | 932,259 | $ 0 | $ 4 | $ 2 | $ 0 | 1,842,534 | (1,450,826) | (20,038) | (3,444) | 391 | 563,636 | 9,697 | 0 | ||||||||||||||||||||||||||||
Beginning balance, noncontrolling interests at Mar. 31, 2023 | 950,493 | ||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||
Net income (loss), temporary equity | 8,272 | ||||||||||||||||||||||||||||||||||||||||
Preferred Series A.0 Unit Accounts guaranteed payment accrual | 8,300 | (8,272) | |||||||||||||||||||||||||||||||||||||||
Ending balance, noncontrolling interests at Sep. 30, 2023 | 251,052 | ||||||||||||||||||||||||||||||||||||||||
Beginning balance, preferred (in shares) at Jun. 30, 2023 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2023 | 2,376,000 | 239,000 | |||||||||||||||||||||||||||||||||||||||
Beginning balance at Jun. 30, 2023 | 1,280,947 | $ 0 | $ 0 | $ 2 | $ 0 | 1,583,248 | (1,079,091) | (20,038) | (3,444) | 14,190 | 786,080 | 19,311 | 205,759 | ||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||
Net income (loss) | (385,931) | (371,735) | (14,196) | ||||||||||||||||||||||||||||||||||||||
Recognition of share-based compensation cost | 8,503 | 8,503 | |||||||||||||||||||||||||||||||||||||||
Payment of employee payroll taxes on restricted equity units | (32) | (32) | |||||||||||||||||||||||||||||||||||||||
Issuance of shares (in shares) | 3,769,000 | 36,000 | 6,000 | ||||||||||||||||||||||||||||||||||||||
Issuance of shares | 3,410 | $ 37,649 | 1,250 | $ 4 | 6,603 | $ 36,703 | 1,250 | 79 | $ (3,193) | $ 942 | |||||||||||||||||||||||||||||||
Adjustment to liability assumed at de-SPAC | 500 | 500 | |||||||||||||||||||||||||||||||||||||||
Conversion of stock (in shares) | 550,000 | ||||||||||||||||||||||||||||||||||||||||
Conversion of stock | $ 0 | $ 205,759 | (205,759) | (205,759) | |||||||||||||||||||||||||||||||||||||
Reclass of distributions payable to noncontrolling interest holder | (238) | (238) | |||||||||||||||||||||||||||||||||||||||
Unrealized gain on available-for-sale debt securities | (105) | (105) | |||||||||||||||||||||||||||||||||||||||
Reclassification of realized gain upon transfer from available-for-sale debt security to equity interest | (13,694) | (13,694) | |||||||||||||||||||||||||||||||||||||||
Settlement of restricted stock units (in shares) | 68,000 | ||||||||||||||||||||||||||||||||||||||||
Settlement of restricted stock units | 0 | ||||||||||||||||||||||||||||||||||||||||
Ending balance, preferred (in shares) at Sep. 30, 2023 | 0 | 3,769,000 | |||||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2023 | 3,036,000 | 239,000 | |||||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2023 | 932,259 | $ 0 | $ 4 | $ 2 | $ 0 | 1,842,534 | (1,450,826) | (20,038) | (3,444) | 391 | 563,636 | 9,697 | 0 | ||||||||||||||||||||||||||||
Beginning balance, noncontrolling interests at Jun. 30, 2023 | 251,052 | ||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||
Net income (loss), temporary equity | 4,167 | ||||||||||||||||||||||||||||||||||||||||
Preferred Series A.0 Unit Accounts guaranteed payment accrual | (4,167) | ||||||||||||||||||||||||||||||||||||||||
Ending balance, noncontrolling interests at Sep. 30, 2023 | 251,052 | ||||||||||||||||||||||||||||||||||||||||
Beginning balance, preferred (in shares) at Mar. 31, 2024 | 0 | 226,932 | 0 | 227,000 | |||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Mar. 31, 2024 | 3,339,000 | 239,000 | 3,348,000 | 239,000 | |||||||||||||||||||||||||||||||||||||
Beginning balance at Mar. 31, 2024 | (192,118) | $ 0 | $ 0 | $ 3 | $ 0 | 1,848,068 | (2,059,214) | (20,038) | (3,444) | 276 | 42,231 | 0 | 0 | ||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||
Net income (loss) | 45,278 | 60,581 | (15,303) | ||||||||||||||||||||||||||||||||||||||
Noncontrolling interest reclass | (347) | (347) | |||||||||||||||||||||||||||||||||||||||
Recognition of share-based compensation cost | 4,358 | 4,358 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares (in shares) | 363,000 | 449,000 | 340,000 | ||||||||||||||||||||||||||||||||||||||
Issuance of shares | 673 | $ 2,555 | $ 1,200 | $ 1,221 | $ 1 | $ 1 | 672 | $ 2,554 | $ 1,221 | ||||||||||||||||||||||||||||||||
Equity issuance costs reclassed to APIC | (343) | (343) | |||||||||||||||||||||||||||||||||||||||
Termination of prepaid forward purchase agreement | 0 | (20,038) | 20,038 | ||||||||||||||||||||||||||||||||||||||
Rounding adjustment in connection with reverse stock split ( in shares) | 80,000 | ||||||||||||||||||||||||||||||||||||||||
Reclass of distributions payable to noncontrolling interest holder | (347) | ||||||||||||||||||||||||||||||||||||||||
Unrealized gain on available-for-sale debt securities | 5 | 5 | |||||||||||||||||||||||||||||||||||||||
Reclass of BCH Preferred A.0 from temporary to permanent equity | 125,526 | 125,526 | (125,526) | ||||||||||||||||||||||||||||||||||||||
Ending balance, preferred (in shares) at Sep. 30, 2024 | 0 | 226,932 | 0 | 227,000 | |||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2024 | 4,573,000 | 239,000 | 4,580,000 | 239,000 | |||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2024 | (13,192) | $ 0 | $ 0 | $ 5 | $ 0 | 1,836,492 | (1,998,633) | 0 | (3,444) | 281 | 152,107 | 0 | 0 | ||||||||||||||||||||||||||||
Beginning balance, noncontrolling interests at Mar. 31, 2024 | 251,052 | 251,052 | |||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||
Net income (loss), temporary equity | 8,779 | ||||||||||||||||||||||||||||||||||||||||
Preferred Series A.0 Unit Accounts guaranteed payment accrual | (8,800) | (8,779) | |||||||||||||||||||||||||||||||||||||||
Ending balance, noncontrolling interests at Sep. 30, 2024 | 125,526 | 125,526 | |||||||||||||||||||||||||||||||||||||||
Beginning balance, preferred (in shares) at Jun. 30, 2024 | 0 | 227,000 | |||||||||||||||||||||||||||||||||||||||
Beginning balance (in shares) at Jun. 30, 2024 | 4,006,000 | 239,000 | |||||||||||||||||||||||||||||||||||||||
Beginning balance at Jun. 30, 2024 | (148,290) | $ 0 | $ 0 | $ 4 | $ 0 | 1,852,187 | (2,011,547) | (20,038) | (3,444) | 255 | 34,293 | 0 | 0 | ||||||||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||
Net income (loss) | 5,324 | 12,914 | (7,590) | ||||||||||||||||||||||||||||||||||||||
Noncontrolling interest reclass | (122) | (122) | |||||||||||||||||||||||||||||||||||||||
Recognition of share-based compensation cost | 3,364 | 3,364 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares (in shares) | 363,000 | 211,000 | |||||||||||||||||||||||||||||||||||||||
Issuance of shares | 673 | $ 307 | $ 1 | 672 | $ 307 | ||||||||||||||||||||||||||||||||||||
Termination of prepaid forward purchase agreement | 0 | (20,038) | 20,038 | ||||||||||||||||||||||||||||||||||||||
Reclass of distributions payable to noncontrolling interest holder | (122) | ||||||||||||||||||||||||||||||||||||||||
Unrealized gain on available-for-sale debt securities | 26 | 26 | |||||||||||||||||||||||||||||||||||||||
Reclass of BCH Preferred A.0 from temporary to permanent equity | (125,526) | 125,526 | (125,526) | ||||||||||||||||||||||||||||||||||||||
Ending balance, preferred (in shares) at Sep. 30, 2024 | 0 | 226,932 | 0 | 227,000 | |||||||||||||||||||||||||||||||||||||
Ending balance (in shares) at Sep. 30, 2024 | 4,573,000 | 239,000 | 4,580,000 | 239,000 | |||||||||||||||||||||||||||||||||||||
Ending balance at Sep. 30, 2024 | (13,192) | $ 0 | $ 0 | $ 5 | $ 0 | $ 1,836,492 | $ (1,998,633) | $ 0 | $ (3,444) | $ 281 | $ 152,107 | $ 0 | $ 0 | ||||||||||||||||||||||||||||
Beginning balance, noncontrolling interests at Jun. 30, 2024 | 251,052 | ||||||||||||||||||||||||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||||||||||||||||||||||||||||
Net income (loss), temporary equity | 4,423 | ||||||||||||||||||||||||||||||||||||||||
Preferred Series A.0 Unit Accounts guaranteed payment accrual | (4,423) | ||||||||||||||||||||||||||||||||||||||||
Ending balance, noncontrolling interests at Sep. 30, 2024 | $ 125,526 | $ 125,526 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 54,057 | $ (1,537,734) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 805 | 1,922 |
Net amortization of debt premium and discount (related party of $99 and $(1,835)) | 99 | (1,355) |
Loss on impairment of goodwill | 3,692 | 1,402,989 |
Loss on financial instruments, net (related party of $(538) and $(45,526)) | 1,362 | 46,236 |
Investment income, net | (19,569) | (487) |
Non cash interest expense (related party of $4,622 and $4,763) | 6,584 | 10,272 |
Non cash interest income | 0 | (220) |
Non cash share-based compensation | 4,358 | 35,504 |
Provision for credit losses | 1,000 | 0 |
Release of loss contingency related to arbitration award | (54,973) | 0 |
(Gain) loss on liability resolution | (23,462) | 0 |
Changes in assets and liabilities: | ||
Changes in other assets | 168 | (987) |
Changes in accounts payable and accrued expenses | 6,710 | 16,591 |
Changes in other liabilities and deferred revenue | (90) | (87) |
Net cash used in operating activities | (19,259) | (27,356) |
Cash flows from investing activities: | ||
Return of investments in alternative assets held by Customer ExAlt Trusts | 12,547 | 26,256 |
Purchase of investments in alternative assets held by Customer ExAlt Trusts | (450) | (529) |
Purchase of premises and equipment | (933) | (955) |
Proceeds from sale of put options by Ben | 0 | 968 |
Net cash provided by investing activities | 11,164 | 25,740 |
Cash flows from financing activities: | ||
Proceeds from related party debt financings | 1,675 | 0 |
Payments on related party debt financings, Customer ExAlt Trust loan payable | (200) | (5,556) |
Proceeds from issuance of convertible debt | 1,775 | 0 |
Proceeds received from issuance of Class A common shares under equity purchase agreement | 2,555 | 0 |
Payment of deferred financing costs for equity | (1,564) | (3,153) |
Proceeds from sale of Class A common shares | 673 | 0 |
Payment of employee income taxes on restricted equity units | 0 | (116) |
Proceeds from de-SPAC merger | 0 | 24,761 |
Payment for prepaid forward purchase agreement | 0 | (20,038) |
Net cash provided by (used in) financing activities | 4,914 | (5,515) |
Net decrease in cash, cash equivalents, and restricted cash | (3,181) | (7,131) |
Cash, cash equivalents, and restricted cash at beginning of period | 7,977 | 9,545 |
Cash, cash equivalents, and restricted cash at end of period | 4,796 | 2,414 |
Preferred Series B Subclass 2 | ||
Cash flows from financing activities: | ||
Redemption of Preferred Series B Subclass 2 Unit Accounts | $ 0 | $ (1,413) |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2024 | Sep. 30, 2023 | |
Net amortization of debt premium and discount (related party of $99 and $(1,835)) | $ 99 | $ (1,355) |
Loss on financial instruments, net (related party of $(173), $(41,960), $(538) and $(45,526), respectively) | 1,362 | 46,236 |
Non cash interest expense (related party of $4,622 and $4,763) | 6,584 | 10,272 |
Related Party | ||
Net amortization of debt premium and discount (related party of $99 and $(1,835)) | 99 | (1,835) |
Loss on financial instruments, net (related party of $(173), $(41,960), $(538) and $(45,526), respectively) | (538) | (45,526) |
Non cash interest expense (related party of $4,622 and $4,763) | $ 4,622 | $ 4,763 |
Overview of the Business
Overview of the Business | 6 Months Ended |
Sep. 30, 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 2) 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 September 30, 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 solutions and related trustee, custody and trust administration services to participants in the alternative asset industry, with a focus on 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. Liquidity and Going Concern As of September 30, 2024, we had unrestricted cash and cash equivalents of $4.5 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 Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), 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. While we generated net income of $54.1 million for the six months ended September 30, 2024, we have historically generated net losses and, in aggregate, these net losses have resulted in an accumulated deficit of $2.0 billion as of September 30, 2024 . As of October 31, 2024, we had unrestricted cash and cash equivalents of approximately $3.5 million. All of these conditions raised substantial doubt about the Company’s ability to continue as a going concern within one year after the date of issuance. We expect the Company will require additional capital to satisfy our obligations and fund our operations for the next twelve months, which will likely be achieved through the issuance of additional debt or equity, including through the SEPA. Also, we intend to potentially refinance some or all of our existing borrowings, including approximately $23.5 million of certain outstanding borrowing that will be maturing in the remainder of fiscal year 2025, with either our current lenders or other lenders, and continue to seek opportunities to reduce corporate overhead; 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 the filing of these financial statements with the SEC. On June 27, 2023, we entered into the SEPA, 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 $246.1 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 8, 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. On August 16, 2024, we entered into an amendment to the term loan with HH-BDH to add an additional term loan of $1.7 million, which was used to provide working capital. The HH-BDH Credit Agreement contains certain financial maintenance covenants, including a debt service coverage ratio. On August 6, 2024, the Company entered into a securities purchase agreement with Yorkville, pursuant to which the Company agreed to issue and sell convertible debentures in an aggregate principal amount of up to $4.0 million and warrants to purchase up to 1,325,382 shares of the Company’s Class A common stock at an exercise price of $2.63. As of September 30, 2024, the Company has issued $2.0 million to Yorkville in aggregate principal amount of the convertible debentures and warrants to purchase up to 662,691 shares of Common Stock. The Company will issue the additional convertible debentures and warrants on or before the first business day after the date the registration statement registering the resale of the common stock underlying the convertible debentures and warrants is declared effective by the SEC. The Yorkville securities purchase agreement contains certain covenants. If any of these limitations of the HH-BDH Credit Agreement or the Purchase Agreement 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. Reverse Stock Split 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”). 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, with no change in the par value per share. 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 in this Quarterly Report on Form 10-Q 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. On September 30, 2024, Amendment No. 1 to the Ninth A&R BCH LPA was adopted to re-designate fifty percent (50%)% of the aggregate capital account balances in the BCH Preferred A.0 as non-redeemable Preferred A.0 Unit Accounts (such redesignated portion, the “BCH Preferred A.0 Non-Redeemable”) with the remaining fifty percent (50%)% of the capital account balances in the BCH Preferred A.0 Accounts remaining redeemable (such remaining Preferred A.0 being the “BCH Preferred A.0 Redeemable”). The BCH Preferred A.0 Non-Redeemable is identical to the BCH Preferred A.0 Redeemable except that it does not have any cash redemption rights. 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 | 6 Months Ended |
Sep. 30, 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 fee income and any related receivable charged by Ben Liquidity and Ben Custody to the Customer ExAlt Trusts are eliminated in the presentation of our consolidated financial statements. While these amounts are eliminated solely for financial reporting purposes, such amounts are earned by Ben Liquidity and/or Ben Custody from the Customer ExAlt Trusts and directly impact the income (loss) allocable to Ben’s and BCH’s equity holders as further discussed in Note 3. The accompanying unaudited interim consolidated financial statements of the Company do not contain the detail or footnote disclosure concerning accounting policies and other matters that would be included in full fiscal year consolidated financial statements; therefore, they should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report. In the opinion of management, all material adjustments, consisting of normal and recurring adjustments, have been made that were considered necessary to present fairly the financial condition, results of operations and cash flows at the interim date and for the interim periods presented. Operating results for the interim periods disclosed herein are not necessarily indicative of results that may be expected for a full year. Reverse Stock Split Following stockholder approval on April 18, 2024, the Company effected a reverse stock split of our 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 was effective as of April 18, 2024. 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. Significant accounting policies are detailed in Note 2 to the consolidated financial statements included in the Company’s Annual Report. Other than described below, there are no new or revised significant accounting policies as of September 30, 2024 . Warrant Liability The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity ("ASC 480"), then in accordance with ASC 815 ("ASC 815"), Derivatives and Hedging . Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its Common Stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. The Company accounts for its outstanding warrants, which are principally comprised of those assumed in the Transaction (as described in Note 4 ) and the warrants issued to Yorkville (as described in Note 7), in accordance with the guidance contained in ASC 815, Derivatives and Hedging , whereby under those accounting requirements, our outstanding warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies our warrant instruments as a liability recorded at fair value and adjusts the instruments to fair value at each reporting period using quoted market prices, where available, or other appropriate valuation techniques, such as an option pricing model. The warrant 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. Convertible Debt The Company has elected the fair value option to account for the convertible debentures with Yorkville (as described in Note 7). The Company recorded the convertible debentures at fair value upon issuance. The Company records changes in fair value in the consolidated statements of comprehensive income (loss), with the exception of changes in fair value due to instrument-specific credit risk which, if present, will be recorded as a component of other comprehensive income (loss). Interest expense related to the convertible debentures is included in the changes in fair value. As a result of applying the fair value option, direct costs and fees related to the convertible debentures were 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. Accounting Standards Not Yet Adopted 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, which will be our fiscal year beginning April 1, 2024 and interim periods beginning April 1, 2025. 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 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 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. |
Understanding our Financial Sta
Understanding our Financial Statements and the Impact to the Common Shareholder | 6 Months Ended |
Sep. 30, 2024 | |
Related Party Transactions [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 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 three and six months ended September 30, 2024 and 2023 is as follows: a. Ben Liquidity recognized $12.0 million and $13.0 million in interest income during the three months ended September 30, 2024 and 2023, respectively. For the six months ended September 30, 2024 and 2023, Ben Liquidity recognized interest income of $22.8 million and $25.0 million , respectively. b. Ben Custody recognized $5.4 million and $6.5 million in trust services and administration revenues during the three months ended September 30, 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. For the six months ended September 30, 2024 and 2023, Ben Custody recognized trust services and administration revenues of $10.8 million and $13.1 million, respectively. In addition, the Corporate/Other segment, which also relates to Ben or subsidiaries owned by the holders of equity in the Company (including BCH), may include fee revenue recognized through services provided to Customers or the Customer ExAlt Trusts through business lines not included within Ben Liquidity and Ben Custody. Additionally, Ben Liquidity’s provision for credit losses is eliminated in the presentation of our consolidated financial statements but directly impacts the net income (loss) attributable to the various equity securities of Ben and BCH. Likewise, the amounts expensed by the Customer ExAlt Trusts for interest and fees owed to Ben’s operating subsidiaries are eliminated in the presentation of our consolidated financial statements but are recognized for purposes of the allocation of net income (loss) attributable to the beneficial owners of the Customer ExAlt Trusts. The following table presents a reconciliation of operating income (loss) of our reportable segments, excluding the Customer ExAlt Trusts, to net income (loss) attributable to Beneficient’s common shareholders. This reconciliation serves to provide users of our financial statements an understanding and visual aide of the reportable segments that impact net income (loss) attributable to the common shareholder and reiterates that the consolidation of the Customer ExAlt Trusts has no impact on the net income (loss) attributable to Beneficient’s common shareholders. (in thousands) Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Operating income (loss) Ben Liquidity $ 2,905 $ (272,091) $ 2,391 $ (1,175,119) Ben Custody 4,329 (80,847) 5,616 (270,844) Corporate & Other (16,426) (25,234) 27,665 (74,313) Plus: Gain on liability resolution 23,462 — 23,462 — Less: Income tax expense (allocable to Ben and BCH equity holders) — — (28) — Plus: Net loss attributable to noncontrolling interests - Ben 3,067 10,604 10,254 41,290 Less: Noncontrolling interest guaranteed payment (4,423) (4,167) (8,779) (8,272) Net income (loss) attributable to common shareholders $ 12,914 $ (371,735) $ 60,581 $ (1,487,258) 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. Significant accounting policies related to the significant income and expense items eliminated in our consolidated financial statements, but impacting the allocation of net income (loss) to Beneficient’s equity holders, are detailed in Note 3 to the consolidated financial statements included in the Company’s Annual Report. There are no new or revised significant accounting policies related to the significant income and expense items eliminated in our consolidated financial statements as of September 30, 2024 impacting allocation of net income (loss) to Ben’s and BCH’s equity holders. |
De-SPAC Merger Transaction
De-SPAC Merger Transaction | 6 Months Ended |
Sep. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [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. To the Company’s knowledge, all shares purchased by the Purchaser in connection with the Forward Purchase Agreement were from unaffiliated third-parties. No sales of any of the Prepaid Forward Shares occurred through September 30, 2024. On September 30, 2024, the Company and the Purchaser entered into an agreement to terminate the Forward Purchase Agreement. In connection with the termination of the Forward Purchase Agreement, the Purchaser agreed to return the 23,651 Prepaid Forward Shares to the Company. 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, the 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 as part of the BCG Recapitalization 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 as part of the BCG Recapitalization 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 were members of our Board at the time of conversion. The additional value was accounted for as compensation, which resulted in stock-based compensation expense of $15.0 million during the quarter ended June 30, 2023. Closing of the Transaction On June 7, 2023, the Company completed its previously announced de-SPAC 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 are 2,367,244 shares of Class A common stock of Beneficient outstanding following the Business Combination. The Transaction was accounted for as a capital transaction in substance and not a business combination under ASC 805, Business Combinations (“ASC 805”). As a result, Beneficient was treated as the accounting acquirer and Avalon was treated as the acquired company for financial reporting purposes per ASC 805. Accordingly, for accounting purposes, the Transaction was treated similar to an equity contribution in exchange for the issuance of shares of Common Stock. The financial statements of the combined entity represented a continuation of the financial statements of Beneficient, and the net assets of Avalon were 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 consisted 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 15,525,000 publicly-traded Avalon Warrants (“Avalon Public Warrants”), which are exercisable for 194,063 shares of Class A common stock, as adjusted for stock splits, and 8,100,000 private placement Avalon Warrants, which are exercisable for 101,250 shares of Class A common stock, as adjusted for stock splits, (“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 September 30, 2024, there were 24,699,725 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 three months ended September 30, 2024 and 2023, gains of nominal and $0.2 million, respectively, were recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). During the six months ended September 30, 2024 and 2023, gains of nominal and $1.7 million, respectively, were 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 | 6 Months Ended |
Sep. 30, 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): September 30, 2024 March 31, 2024 Ben Customer ExAlt Trusts Ben Customer ExAlt Trusts Alternative assets $ — $ 301,388 $ — $ 293,916 Public equity securities and option — 4,885 — 4,897 Debt securities available-for-sale — 1,969 — 2,962 Other equity securities and interests — 26,745 6 27,338 Total investments, at fair value $ — $ 334,987 $ 6 $ 329,113 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 increase in investments in alternative assets since March 31, 2024, was primarily driven by net upward adjustments of NAV as reported by the investment managers or general partners offset by $12.5 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 September 30, 2024 and March 31, 2024, is summarized below (in thousands): Alternative Investments Portfolio Summary September 30, 2024 March 31, 2024 Asset Class Carrying Value Unfunded Commitments Carrying Value Unfunded Commitments Private Equity $ 138,089 $ 37,989 $ 116,462 $ 38,401 Venture Capital 128,033 2,344 139,495 2,548 Natural Resources 16,815 3,318 17,553 3,340 Private Real Estate 8,580 2,884 8,760 2,907 Hedge Funds 3,539 245 6,095 245 Other (1) 6,332 383 5,551 382 Total $ 301,388 $ 47,163 $ 293,916 $ 47,823 (1) “Other” includes earnouts, escrow, net other assets, and private debt strategies. As of September 30, 2024 , the Custom er ExAlt Trusts collectively had exposure to 237 professionally managed alternative asset investment funds, comprised of 797 underlying investments, 92 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 September 30, 2024 and March 31, 2024, the fair value of investments in public equity securities was $4.9 million and $4.9 million, respectively. On August 1, 2023, GWG Holdings’ plan of reorganization was declared effective, and the Company’s investment was transferred to 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. 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., (“CT”) 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 sold an equity interest for $2.4 million to the third-party involved in a participation loan transaction described in Note 7 and utilized the proceeds to purchase additional put options similar to the put options purchased on April 1, 2022. These put options were sold in September 2023 for $1.0 million, resulting in a recognized loss 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 were 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 were recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). No put options were held as of September 30, 2024 and March 31, 2024. For the three months ended September 30, 2023 , Ben recognized losses of $0.7 million on the put options, of which approximately $0.3 million is attributable to Ben or Ben’s loan portfolio, with the remainder attributable principally to the loan involved in the participation loan transaction. For the six months ended September 30, 2023 , Ben has recognized losses of $3.0 million on the put options, of which approximately $2.0 million 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 September 30, 2024 and 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 September 30, 2024 and 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 September 30, 2024 and March 31, 2024 are summarized as follows: September 30, 2024 (Dollars in thousands) Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Other debt securities $ 2,685 $ 344 $ (1,060) $ 1,969 Total available-for-sale debt securities $ 2,685 $ 344 $ (1,060) $ 1,969 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 The table below indicates the length of time individual debt securities have been in a continuous loss position as of September 30, 2024 and March 31, 2024 : September 30, 2024 March 31, 2024 (Dollars in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Other debt securities: Less than twelve months $ — $ — $ — $ — Twelve months or longer 1,969 1,060 1,964 1,060 Total available-for-sale debt securities with unrealized losses $ 1,969 $ 1,060 $ 1,964 $ 1,060 The noncredit-related portion of the net unrealized gains was nominal for the three and six months ended September 30, 2024, and recognized as a component of accumulated other comprehensive income (loss). The noncredit-related portion of the net unrealized losses of $0.1 million and gains of $4.2 million for the three and six months ended September 30, 2023 , respectively, was recognized as a component of accumulated other comprehensive income (loss). Unrealized net gains of $13.7 million related to the Company’s previously classified available-for-sale debt securities were reclassified from accumulated other comprehensive income and recognized within the gain (loss) on financial instruments, net line item of the consolidated statements of comprehensive income(loss) during the three and six months ended September 30, 2023 , respectively. During the three and six months ended September 30, 2024 , the Company determined there was $0.5 million and $1.0 million , respectively, cr edit-related loss on its investment in debt securities available-for-sale. During the three and six months ended September 30, 2023, the Company determined there was no credit-related loss on its investment in debt securities available-for-sale. The following table is a rollforward of credit-related losses recognized in earnings for the periods presented below: (Dollars in thousands) Three Months Ended Six Months Ended September 30, 2024 2023 2024 2023 Balance, beginning of period $ 31,812 $ 31,290 $ 31,290 $ 31,290 Credit related losses not previously recognized — — 522 — Increase in amounts previously recognized 476 — 476 — Balance, end of period $ 32,288 $ 31,290 $ 32,288 $ 31,290 The contractual maturities of available-for-sale debt securities as of September 30, 2024 and March 31, 2024 are as follows: September 30, 2024 March 31, 2024 (Dollars in thousands) Amortized Cost Basis Fair Value Amortized Cost Basis Fair Value Due in one year or less $ 1,687 $ 1,969 $ 1,687 $ 1,964 No fixed maturity 998 — 998 998 $ 2,685 $ 1,969 $ 2,685 $ 2,962 Other Equity Securities and Interests Ben and certain of the Customer ExAlt Trusts hold investments in equity securities of private companies measured based on quoted prices for similar assets in active markets, 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 transferred to an investment in the GWG Holdings Wind Down Trust. The fair value of these equity interests was nominal and $0.6 million as of September 30, 2024 and March 31, 2024, 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 $26.7 million and $26.8 million as of September 30, 2024 and March 31, 2024, respectively. Refer to Note 6 for a reconciliation of the gain (loss) on financial instruments, net for each of the periods presented herein, which reflects any upward or downward adjustments to these equity securities for the periods presented herein. There were no impairments to these equity securities during the three and six months ended September 30, 2024 and 2023. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Sep. 30, 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 September 30, 2024 and March 31, 2024 , the fair value of these investments using the NAV per share practical expedient was $301.4 million and $293.9 million, respectively. During the three months ended September 30, 2024 and 2023, a gain of $8.5 million and a nominal loss, respectively, were recognized from changes in NAV, which are recorded within the investment income (loss), net, line item of our consolidated statements of comprehensive income (loss). During the six months ended September 30, 2024 and 2023, a $19.6 million gain and $0.5 million gain, respectively, was recognized from changes in NAV, which is 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 September 30, 2024 and March 31, 2024 are presented below. As of September 30, 2024 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 4,885 $ — $ — $ 4,885 Other equity interests — 20 — 20 Debt securities available-for-sale, other — — 1,969 1,969 Liabilities: Convertible debt — — 1,936 1,936 Warrants liability 213 571 — 784 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 A reconciliation of gain (loss) on financial instruments, net for each of the periods presented herein is included in the tables below (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Public equity securities: Related party equity securities $ — $ (136) $ — $ (3,702) Other public equity securities 745 (516) (12) (736) Put options — (695) — (3,023) Loss on initial issuance of convertible debt and warrant issuance to Yorkville (1,700) — (1,700) — Convertible debt 225 — 225 — Warrants liability 710 214 708 1,699 Prepaid forward liability 14 19 14 (73) Derivative liability — 163 — 1,581 Other equity securities and interests Related party, fair value using quoted market prices of similar assets in active market (1) (173) (41,824) (538) (41,824) Other, without a readily determinable fair value — — (59) (158) Gain (loss) on financial instruments, net $ (179) $ (42,775) $ (1,362) $ (46,236) (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 three and six months ended September 30, 2023. 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 As of September 30, 2024 and 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 . Investment in debt securities available-for-sale 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 September 30, 2024 $ 1,969 Market Approach Enterprise value-to-revenue multiple 0.2x - 18.9x 1.80x March 31, 2024 $ 1,964 Market Approach Enterprise value-to-revenue multiple 0.2x - 18.9x 1.77x The following table reconciles the beginning and ending fair value of our Level 3 other debt securities: (Dollars in thousands) Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Beginning balance $ 1,943 $ 2,183 $ 1,964 $ 2,078 Gains (losses) recognized in accumulated other comprehensive income (loss) (1) 26 (104) 5 1 Ending balance $ 1,969 $ 2,079 $ 1,969 $ 2,079 (1) Recorded in unrealized gain (loss) on available-for-sale debt securities. Convertible Debt The Company issued convertible debentures to Yorkville as discussed in Note 7 whereby the Company elected to account for convertible debentures under the fair value option of accounting upon issuance. The Company estimated the fair value of the convertible debentures based on assumptions used in the Monte Carlo simulation model. This fair value measure is classified as Level 3 and using the following significant inputs as of the end of the reporting period: expected term (in months) - 4.2; stock price - $1.23; discount rate - 21.7%; expected volatility: 146.4%; expected dividend rate - 0%; and risk-free rate: 4.6%. The following is a summary of the change in the fair value of the convertible debentures for the three and six months ended September 30, 2024 and 2023: (Dollars in thousands) Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Beginning fair value $ — $ — $ — $ — Addition during the period 2,160 — 2,160 — Change in fair value during the period (224) — (224) — Ending fair value $ 1,936 $ — $ 1,936 $ — As the fair value of the freestanding instruments identified with the convertible debentures exceeded the proceeds, a loss on issuance on convertible debentures was recognized. Refer to Note 7 for further information. Warrants As part of the transaction with Yorkville related to the convertible debentures discussed in Note 7, the Company also issued warrants to purchase our Class A common stock. These warrants are liability classified and subject to periodic remeasurement. The fair value of these warrants issued to Yorkville are measured using the Black-Scholes option pricing model. The key inputs used in the valuation as of the end of the reporting period are: expected terms (in years) - 2.85; stock price - $1.23; exercise price: $2.63; expected volatility: 146.4 %; expected dividend rate - 0%; and risk-free rate: 3.34%. Derivative liability The fair value of the contingent interest feature derivative liability, as discussed in Note 7, is estimated using industry standard valuation models. Level 3 inputs were utilized to value the expected future cash flows from the portfolio held by the Customer ExAlt Trust and included the use of present value techniques employing cash flow estimates and incorporated assumptions that marketplace participants would use in estimating fair values. Specifically, the model includes assumptions related to (i) equity market risk premiums, (ii) alternative asset beta to public equities, (iii) NAVs, (iv) volatilities, (v), distribution rates, and (vi) market discount rates. These expected future cash flows were bifurcated between base cash flows and enhanced return cash flows (i.e., the contingent interest) and then the enhanced cash flows were further discounted to arrive at the fair value for the contingent interest feature derivative liability. In instances where reliable market information was not available, management used historical market data proxies and assumptions to determine a reasonable fair value. The derivative liability was extinguished along with its related debt on October 18, 2023, as discussed in Note 7. The following table reconciles the beginning and ending fair value of our Level 3 derivative liability: (Dollars in thousands) Three Months Ended September 30, Six Months Ended September 30, 2023 2023 Beginning balance $ 2,095 $ 3,513 Gains recognized in earnings (1) (163) (1,581) Ending balance $ 1,932 $ 1,932 (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 September 30, 2024 and March 31, 2024 , 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 at cost, less impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer. The Company classifies these assets as Level 2 within the fair value hierarchy. The value of these equity securities was $26.7 million and $26.8 million as of September 30, 2024 and March 31, 2024 , respectively. Additionally, as of September 30, 2024, one security has cumulative upward adjustments of $10.8 million based upon observable price changes, which was based on a then recent equity offering and stock to stock transactions. No significant adjustments were made during the three and six months ended September 30, 2024 and 2023. Goodwill During the first and second quarters of fiscal 2025 and 2024, primarily as a result of a significant, sustained decline in our Class A common stock price and the Company’s related market capitalization, we concluded that it was more likely than not that the fair value of our reporting units were below their carrying amount and resulted in us performing an interim impairment assessment. As a result, we wrote the carrying value of each report unit with goodwill down to their estimated fair value and recognized a non-cash goodwill impairment charge of $0.3 million and $306.7 million during the three months ended September 30, 2024 and 2023, respectively, which is reflected in loss on impairment of goodwill in the consolidated statements of comprehensive income (loss). For the six months ended September 30, 2024 and 2023, a non-cash goodwill impairment charge of $3.7 million and $1.4 billion, respectively, was recognized in the consolidated statements of comprehensive income (loss). Prior to the goodwill impairment recorded during the first quarter of fiscal 2024, the Company had not previously recorded any impairments of goodwill. 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 in the impairment analysis for each reporting unit ranged from: 24.8% to 25.6% for June 30, 2023 and 25.3% to 26.2% for September 30, 2023. The discount rates used for each reporting unit ranged from: 28.0% to 29.3% for June 30, 2024 and 28.0% to 29.3% for September 30, 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 September 30, 2024 relates to Ben Custody and Ben Markets. Subsequent to the impairment analysis as of September 30, 2024 , there was no excess of reporting unit fair value over carrying value for Ben Custody and approximately $0.4 million of reporting unit fair value over carrying value for Ben Markets . The change in goodwill at each reporting unit was as follows: March 31, 2024 Impairment September 30, 2024 Ben Liquidity $ — $ — $ — Ben Custody 10,896 (3,427) 7,469 Ben Insurance — — — Ben Markets 2,710 (265) 2,445 Total Goodwill $ 13,606 $ (3,692) $ 9,914 There were no other assets or liabilities measured at fair value on a non-recurring basis as of September 30, 2024 and March 31, 2024 . 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 September 30, 2024 and March 31, 2024, were as noted in the table below: As of September 30, 2024 (Dollars in thousands) Level in Fair Value Hierarchy Carrying Amount Estimated Fair Value Financial assets: Cash and cash equivalents 1 $ 4,482 $ 4,482 Restricted cash 1 314 314 Financial liabilities: Debt due to related parties, net 2 122,117 138,919 Accounts payable and accrued expenses 1 112,494 112,494 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, net 2 120,505 129,327 Accounts payable and accrued expenses 1 157,157 157,157 |
Debt
Debt | 6 Months Ended |
Sep. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt 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 . The loan agreement included 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 was not based on creditworthiness, such feature was not clearly and closely related to the host instrument and was therefore bifurcated and recognized as a derivative liability with a resulting debt discount at inception. The change in the fair value of the contingent interest derivative liability resulted in a net gain of $0.2 million and $1.6 million that is reflected in gain (loss) on financial instruments September 30, 2023, respectively . The amortization of the debt discount, which is reflected as a component of interest expense in the consolidated statements of comprehensive income (loss), was $0.2 million and $0.5 million for the three and six months ended September 30, 2023, respectively. Convertible Debentures On August 6, 2024, the Company, entered into a securities purchase agreement with Yorkville, in connection with the issuance and sale of convertible debentures in an aggregate principal amount of up to $4.0 million (the “Convertible Debentures”), which will be convertible into shares of the Company’s Class A common stock (as converted, the “Conversion Shares”). The Company issued $2.0 million in aggregate principal amount of Convertible Debentures upon the signing the Purchase Agreement (the “First Closing”) for proceeds of approximately $1.8 million. The Company will issue an additional $2.0 million in aggregate principal amount of Convertible Debentures for proceeds of approximately $1.8 million on or before the first business day after the date the registration statement with the SEC registering the resale of the Conversion Shares and the Warrant Shares (as defined below) is declared effective by the SEC (the “Second Closing”). The Second Closing had not occurred as of September 30, 2024. The Convertible Debentures were or will be issued at an original issue discount of 10%. The Convertible Debentures do not bear interest, subject to a potential increase to 18.0% per annum (or the maximum amount permitted by applicable law) upon the occurrence of certain events of default. The Convertible Debentures will mature on February 6, 2025 (the “Maturity Date”). The Company will be required to make monthly cash payments of principal in the amount of $1.3 million (or such lesser amount as may then be outstanding) plus all accrued and unpaid interest as of such payment. Such payments will commence 30 days following the Second Closing and will continue on a monthly basis thereafter until the Convertible Debentures are repaid in full, subject to certain conditions as described in the Convertible Debenture. The Convertible Debentures are convertible at the option of the holder into Class A common stock equal to the applicable Conversion Amount (as in the Convertible Debenture) divided by $3.018 (the “Conversion Price”). The maximum amount of shares issuable upon conversion of the Convertible Debentures is 1,325,382. The Convertible Debenture provides the Company, subject to certain conditions, with an optional redemption right pursuant to which the Company, upon 10 trading days’ prior written notice to Yorkville (the “Redemption Notice”), may redeem in cash, in whole or in part, all amounts outstanding under the Convertible Debentures prior to the Maturity Date; provided that the volume weighted average price on the date such Redemption Notice is delivered is less than the Conversion Price at the time of the Redemption Notice. The redemption amount shall be equal to the outstanding principal balance being redeemed by the Company, plus the redemption premium of 10% of the principal amount being redeemed, plus all accrued and unpaid interest in respect of such redeemed principal amount. Additionally, pursuant to the terms of the Purchase Agreement, the Company agreed to issue the warrants to Yorkville (each a “Yorkville Warrant” and collectively, the “Yorkville Warrants”) to purchase up to 1,325,382 shares of Class A common stock at an exercise price of $2.63, which shall be exercisable into Class A common stock for cash (collectively, the “Warrant Shares”). At the First Closing, the Company issued a Yorkville Warrant to purchase up to 662,691 shares of Class A common stock, and at the Second Closing, the Company will issue an additional Yorkville Warrant to purchase up to 662,691 shares of Class A common stock. Contemporaneously with the execution and delivery of the Purchase Agreement, certain of the Company’s subsidiaries entered into a global guaranty agreement in favor of Yorkville with respect to the Company’s obligations under the Purchase Agreement, the Convertible Debentures and the Yorkville Warrants. The Company elected to account for the Convertible Debenture under the fair value option of accounting upon issuance. The proceeds were allocated to all freestanding instruments recorded at fair value. As the fair value of the freestanding instruments exceeded the proceeds, an aggregate loss of $1.7 million during the three and six months ended September 30, 2024 was recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). As of September 30, 2024 , the fair value of the Convertible Debenture was $1.9 million and is included in convertible debt in the consolidated statements of financial condition. The primary reason for electing the fair value option is for simplification of accounting for the Convertible Debenture at fair value in its entirety versus bifurcation of the embedded derivatives. The fair value was determined using a Monte Carlo valuation model. Refer to Note 6 for further information on the Convertible Debentures. The Yorkville Warrants were required to be classified as a liability and are subject to periodic remeasurement. The fair value at the date of issuance, measured using the Black-Scholes option pricing model, was approximately $1.3 million. The key inputs used in the valuation as of the initial valuation date were: expected terms (in years) - 3.0; stock price - $2.63; exercise price: $2.63 expected volatility: 130.2% ; expected dividend rate: 0%; and risk-free rate: 3.58%. As of September 30, 2024 and March 31, 2024, the Company’s debt due to related parties consisted of the following: (Dollars in thousands) September 30, 2024 March 31, 2024 First Lien Credit Agreement $ 21,260 $ 21,264 Second Lien Credit Agreement 72,983 72,996 Term Loan 26,475 25,000 Other borrowings 2,235 2,180 Unamortized debt discount, net (836) (935) Total debt due to related parties $ 122,117 $ 120,505 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. On March 24, 2022, Ben executed Consents and Amendments No. 4 to the Second A&R Agreements with HCLP, which, among other things, (i) deferred the payment of accrued and unpaid interest to March 24, 2022, (ii) evidenced the terms agreed to in the December 1, 2021 term sheet, (iii) extended the maturity date of the loans to August 31, 2023, and (iv) established revised installment payments for each loan of $5.0 million due on May 10, 2022, August 10, 2022, December 10, 2022, and March 10, 2023, so long as each payment does not cause the Company to incur a going concern, and (v) amended the occurrence of an event of default to require notice from HCLP on almost all potential defaults listed under the Second A&R Agreements. In addition, Ben agreed to pay fees totaling approximately 6.5% of the outstanding principal before giving effect to the amendments. On February 15, 2023, Ben executed those certain Amendment No. 5 to Second Amended and Restated Credit Agreement and Consent and Amendment No. 5 to Second Amended and Restated Second Lien Credit Agreement with HCLP, pursuant to which, as required by Amendments No. 4, certain Ben subsidiaries became subsidiary guarantors and entered into those certain Amended and Restated Security and Pledge Agreement (First Lien) and Amended and Restated Security and Pledge Agreement (Second Lien), that certain first lien Guaranty and that certain second lien Guaranty. On June 5, 2023, BCH, entered into those certain Consent and Amendment No. 6 to Second Amended and Restated Credit Agreement, which amended the First Lien Credit Agreement, and Consent and Amendment No. 6 to Second Amended and Restated Second Lien Credit Agreement (collectively, the “Sixth Amendments”), which amended the Second Lien Credit Agreement, each among BCH, HCLP and the other parties thereto. Among other things, the Sixth Amendments (i) allowed for the consummation of the Transactions pursuant to the Business Combination Agreement, and effective as June 7, 2023 (ii) amended the definition of “Change of Control” (as defined therein), and (iii) provided that Beneficient will be the “Parent” thereunder. 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. Effective on July 31, 2024, the maturity date of the First Lien Credit Agreement was extended from September 15, 2024 to February 1, 2025, and certain mandatory prepayment obligations thereunder were waived by HCLP until February 1, 2025. No payments of principal or interest have been made on the First Lien or Second Lien Credit Agreements since an interest payment made in March 2023. Accrued interest on the First Lien or Second Lien Credit Agreements of $14.1 million as of September 30, 2024 and $9.5 million as of March 31, 2024 is included in other liabilities in the consolidated statement of financial condition. As part of the Seventh Amendments, Ben agreed to pay fees totaling approximately $0.1 million. During the six months ended September 30, 2024 and 2023 , no deferred financing costs were paid to HCLP. As of September 30, 2024 and March 31, 2024 , the unamortized premium related to the Second A&R Agreements was $0.4 million and $0.5 million, respectively. Through September 30, 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 September 30, 2024 and March 31, 2024. 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. GWG no longer holds any BCH Preferred A.1 Unit Accounts. Ben obtained consents for the Second A&R Agreements from HCLP in connection with the HH-BDH Credit Agreement (as defined below). 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 (as amended, the “HH-BDH Credit Agreement”) with HH-BDH L.L.C. (the “HH-BDH”), as administrative agent. 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 of Directors. 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. On August 16, 2024, that certain Amendment No. 1 and Waiver No. 1 to the Credit and Guaranty Agreement and Each Other Loan Document (the “Amendment,” and the Credit Agreement, as amended by the Amendment, the “Amended Credit Agreement”), was executed to add a subsequent term loan of $1.7 million, which was fully drawn upon the closing of the Amendment (together with the Term Loan, the “Loans”). The Amended Credit Agreement also requires the Borrower to prepay the outstanding principal balance of the Loans in the amount of $200 thousand, $200 thousand, $200 thousand, $200 thousand and $875 thousand on each of September 7, 2024, October 7, 2024, November 7, 2024, December 7, 2024 and December 31, 2024, respectively. Furthermore, on each Required Payment Date (defined in the Amended Credit Agreement as December 31, 2024 and the last business day of each calendar month thereafter), the Borrower shall prepay the outstanding principal balance of the Loans by an amount equal to the lesser of (a) the Total Portfolio Net Receipts (as defined in the Amended Credit Agreement) for the most recently ended period beginning on the 16th day of each month and ending on the 15th day of the immediately following month, and (b) as of each Required Payment Date, an amount equal to the excess, if any, of (x)(i) the number of Required Payment Dates occurring on or prior to such Required Payment Date, multiplied by (ii) $500,000, minus (y) the amount of all Excess Payments (as defined in the Amended Credit Agreement) made prior to such Required Payment Date. Additionally, the Amended Credit Agreement requires the Borrower to make certain minimum monthly payments to prepay the balance of the Loans. Borrowings under the HH-BDH Credit Agreement, as amended, 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 for the Loans. Accrued and unpaid interest is payable monthly, upon prepayment, and at maturity. The Loans will mature on October 19, 2026, and all remaining outstanding principal amounts and accrued and unpaid interest thereon shall be due and payable on such date. As of September 30, 2024 and March 31, 2024 , the unamortized discount related to the Term Loan was $1.2 million and $1.5 million, respectively. 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 September 30, 2024 and March 31, 2024 , represented approximately 39.1% and 41.5%, respectively, of all assets held by the Customer ExAlt Trusts and (d) certain deposit accounts. The HH-BDH Credit Agreement, as amended, 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, as amended, contains certain financial maintenance covenants, including a debt service coverage ratio of 2.00 to 1.00 and beginning December 31, 2024, a minimum liquidity requirement of $4.0 million, measured on the last day of each month. Additionally, the HH-BDH Credit Agreement, as amended, 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, the occurrence of certain change of control events, and the Class A common stock being suspended from trading for more than two consecutive days or delisting from Nasdaq. 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. As part of the Amendment, certain events of default resulting from the occurrence of the Acknowledged Defaults (as defined in the Amendment) were waived, provided that in the case of the expense reimbursement default, the Borrower must cure the expense reimbursement default upon the earlier of (i) November 1, 2024 and (ii) two business days following the effectiveness of Company’s registration statement for resale of the shares of Class A common stock, underlying the convertible debentures and warrants described in Note 7. Hicks Holdings will receive the following fees and payments in connection with the Loans: • 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 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 $ 23,495 2026 — 2027 26,475 2028 72,983 2029 — |
Debt Due to Related Parties
Debt Due to Related Parties | 6 Months Ended |
Sep. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt Due to Related Parties | Debt 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 . The loan agreement included 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 was not based on creditworthiness, such feature was not clearly and closely related to the host instrument and was therefore bifurcated and recognized as a derivative liability with a resulting debt discount at inception. The change in the fair value of the contingent interest derivative liability resulted in a net gain of $0.2 million and $1.6 million that is reflected in gain (loss) on financial instruments September 30, 2023, respectively . The amortization of the debt discount, which is reflected as a component of interest expense in the consolidated statements of comprehensive income (loss), was $0.2 million and $0.5 million for the three and six months ended September 30, 2023, respectively. Convertible Debentures On August 6, 2024, the Company, entered into a securities purchase agreement with Yorkville, in connection with the issuance and sale of convertible debentures in an aggregate principal amount of up to $4.0 million (the “Convertible Debentures”), which will be convertible into shares of the Company’s Class A common stock (as converted, the “Conversion Shares”). The Company issued $2.0 million in aggregate principal amount of Convertible Debentures upon the signing the Purchase Agreement (the “First Closing”) for proceeds of approximately $1.8 million. The Company will issue an additional $2.0 million in aggregate principal amount of Convertible Debentures for proceeds of approximately $1.8 million on or before the first business day after the date the registration statement with the SEC registering the resale of the Conversion Shares and the Warrant Shares (as defined below) is declared effective by the SEC (the “Second Closing”). The Second Closing had not occurred as of September 30, 2024. The Convertible Debentures were or will be issued at an original issue discount of 10%. The Convertible Debentures do not bear interest, subject to a potential increase to 18.0% per annum (or the maximum amount permitted by applicable law) upon the occurrence of certain events of default. The Convertible Debentures will mature on February 6, 2025 (the “Maturity Date”). The Company will be required to make monthly cash payments of principal in the amount of $1.3 million (or such lesser amount as may then be outstanding) plus all accrued and unpaid interest as of such payment. Such payments will commence 30 days following the Second Closing and will continue on a monthly basis thereafter until the Convertible Debentures are repaid in full, subject to certain conditions as described in the Convertible Debenture. The Convertible Debentures are convertible at the option of the holder into Class A common stock equal to the applicable Conversion Amount (as in the Convertible Debenture) divided by $3.018 (the “Conversion Price”). The maximum amount of shares issuable upon conversion of the Convertible Debentures is 1,325,382. The Convertible Debenture provides the Company, subject to certain conditions, with an optional redemption right pursuant to which the Company, upon 10 trading days’ prior written notice to Yorkville (the “Redemption Notice”), may redeem in cash, in whole or in part, all amounts outstanding under the Convertible Debentures prior to the Maturity Date; provided that the volume weighted average price on the date such Redemption Notice is delivered is less than the Conversion Price at the time of the Redemption Notice. The redemption amount shall be equal to the outstanding principal balance being redeemed by the Company, plus the redemption premium of 10% of the principal amount being redeemed, plus all accrued and unpaid interest in respect of such redeemed principal amount. Additionally, pursuant to the terms of the Purchase Agreement, the Company agreed to issue the warrants to Yorkville (each a “Yorkville Warrant” and collectively, the “Yorkville Warrants”) to purchase up to 1,325,382 shares of Class A common stock at an exercise price of $2.63, which shall be exercisable into Class A common stock for cash (collectively, the “Warrant Shares”). At the First Closing, the Company issued a Yorkville Warrant to purchase up to 662,691 shares of Class A common stock, and at the Second Closing, the Company will issue an additional Yorkville Warrant to purchase up to 662,691 shares of Class A common stock. Contemporaneously with the execution and delivery of the Purchase Agreement, certain of the Company’s subsidiaries entered into a global guaranty agreement in favor of Yorkville with respect to the Company’s obligations under the Purchase Agreement, the Convertible Debentures and the Yorkville Warrants. The Company elected to account for the Convertible Debenture under the fair value option of accounting upon issuance. The proceeds were allocated to all freestanding instruments recorded at fair value. As the fair value of the freestanding instruments exceeded the proceeds, an aggregate loss of $1.7 million during the three and six months ended September 30, 2024 was recognized in gain (loss) on financial instruments, net in the consolidated statements of comprehensive income (loss). As of September 30, 2024 , the fair value of the Convertible Debenture was $1.9 million and is included in convertible debt in the consolidated statements of financial condition. The primary reason for electing the fair value option is for simplification of accounting for the Convertible Debenture at fair value in its entirety versus bifurcation of the embedded derivatives. The fair value was determined using a Monte Carlo valuation model. Refer to Note 6 for further information on the Convertible Debentures. The Yorkville Warrants were required to be classified as a liability and are subject to periodic remeasurement. The fair value at the date of issuance, measured using the Black-Scholes option pricing model, was approximately $1.3 million. The key inputs used in the valuation as of the initial valuation date were: expected terms (in years) - 3.0; stock price - $2.63; exercise price: $2.63 expected volatility: 130.2% ; expected dividend rate: 0%; and risk-free rate: 3.58%. As of September 30, 2024 and March 31, 2024, the Company’s debt due to related parties consisted of the following: (Dollars in thousands) September 30, 2024 March 31, 2024 First Lien Credit Agreement $ 21,260 $ 21,264 Second Lien Credit Agreement 72,983 72,996 Term Loan 26,475 25,000 Other borrowings 2,235 2,180 Unamortized debt discount, net (836) (935) Total debt due to related parties $ 122,117 $ 120,505 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. On March 24, 2022, Ben executed Consents and Amendments No. 4 to the Second A&R Agreements with HCLP, which, among other things, (i) deferred the payment of accrued and unpaid interest to March 24, 2022, (ii) evidenced the terms agreed to in the December 1, 2021 term sheet, (iii) extended the maturity date of the loans to August 31, 2023, and (iv) established revised installment payments for each loan of $5.0 million due on May 10, 2022, August 10, 2022, December 10, 2022, and March 10, 2023, so long as each payment does not cause the Company to incur a going concern, and (v) amended the occurrence of an event of default to require notice from HCLP on almost all potential defaults listed under the Second A&R Agreements. In addition, Ben agreed to pay fees totaling approximately 6.5% of the outstanding principal before giving effect to the amendments. On February 15, 2023, Ben executed those certain Amendment No. 5 to Second Amended and Restated Credit Agreement and Consent and Amendment No. 5 to Second Amended and Restated Second Lien Credit Agreement with HCLP, pursuant to which, as required by Amendments No. 4, certain Ben subsidiaries became subsidiary guarantors and entered into those certain Amended and Restated Security and Pledge Agreement (First Lien) and Amended and Restated Security and Pledge Agreement (Second Lien), that certain first lien Guaranty and that certain second lien Guaranty. On June 5, 2023, BCH, entered into those certain Consent and Amendment No. 6 to Second Amended and Restated Credit Agreement, which amended the First Lien Credit Agreement, and Consent and Amendment No. 6 to Second Amended and Restated Second Lien Credit Agreement (collectively, the “Sixth Amendments”), which amended the Second Lien Credit Agreement, each among BCH, HCLP and the other parties thereto. Among other things, the Sixth Amendments (i) allowed for the consummation of the Transactions pursuant to the Business Combination Agreement, and effective as June 7, 2023 (ii) amended the definition of “Change of Control” (as defined therein), and (iii) provided that Beneficient will be the “Parent” thereunder. 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. Effective on July 31, 2024, the maturity date of the First Lien Credit Agreement was extended from September 15, 2024 to February 1, 2025, and certain mandatory prepayment obligations thereunder were waived by HCLP until February 1, 2025. No payments of principal or interest have been made on the First Lien or Second Lien Credit Agreements since an interest payment made in March 2023. Accrued interest on the First Lien or Second Lien Credit Agreements of $14.1 million as of September 30, 2024 and $9.5 million as of March 31, 2024 is included in other liabilities in the consolidated statement of financial condition. As part of the Seventh Amendments, Ben agreed to pay fees totaling approximately $0.1 million. During the six months ended September 30, 2024 and 2023 , no deferred financing costs were paid to HCLP. As of September 30, 2024 and March 31, 2024 , the unamortized premium related to the Second A&R Agreements was $0.4 million and $0.5 million, respectively. Through September 30, 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 September 30, 2024 and March 31, 2024. 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. GWG no longer holds any BCH Preferred A.1 Unit Accounts. Ben obtained consents for the Second A&R Agreements from HCLP in connection with the HH-BDH Credit Agreement (as defined below). 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 (as amended, the “HH-BDH Credit Agreement”) with HH-BDH L.L.C. (the “HH-BDH”), as administrative agent. 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 of Directors. 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. On August 16, 2024, that certain Amendment No. 1 and Waiver No. 1 to the Credit and Guaranty Agreement and Each Other Loan Document (the “Amendment,” and the Credit Agreement, as amended by the Amendment, the “Amended Credit Agreement”), was executed to add a subsequent term loan of $1.7 million, which was fully drawn upon the closing of the Amendment (together with the Term Loan, the “Loans”). The Amended Credit Agreement also requires the Borrower to prepay the outstanding principal balance of the Loans in the amount of $200 thousand, $200 thousand, $200 thousand, $200 thousand and $875 thousand on each of September 7, 2024, October 7, 2024, November 7, 2024, December 7, 2024 and December 31, 2024, respectively. Furthermore, on each Required Payment Date (defined in the Amended Credit Agreement as December 31, 2024 and the last business day of each calendar month thereafter), the Borrower shall prepay the outstanding principal balance of the Loans by an amount equal to the lesser of (a) the Total Portfolio Net Receipts (as defined in the Amended Credit Agreement) for the most recently ended period beginning on the 16th day of each month and ending on the 15th day of the immediately following month, and (b) as of each Required Payment Date, an amount equal to the excess, if any, of (x)(i) the number of Required Payment Dates occurring on or prior to such Required Payment Date, multiplied by (ii) $500,000, minus (y) the amount of all Excess Payments (as defined in the Amended Credit Agreement) made prior to such Required Payment Date. Additionally, the Amended Credit Agreement requires the Borrower to make certain minimum monthly payments to prepay the balance of the Loans. Borrowings under the HH-BDH Credit Agreement, as amended, 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 for the Loans. Accrued and unpaid interest is payable monthly, upon prepayment, and at maturity. The Loans will mature on October 19, 2026, and all remaining outstanding principal amounts and accrued and unpaid interest thereon shall be due and payable on such date. As of September 30, 2024 and March 31, 2024 , the unamortized discount related to the Term Loan was $1.2 million and $1.5 million, respectively. 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 September 30, 2024 and March 31, 2024 , represented approximately 39.1% and 41.5%, respectively, of all assets held by the Customer ExAlt Trusts and (d) certain deposit accounts. The HH-BDH Credit Agreement, as amended, 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, as amended, contains certain financial maintenance covenants, including a debt service coverage ratio of 2.00 to 1.00 and beginning December 31, 2024, a minimum liquidity requirement of $4.0 million, measured on the last day of each month. Additionally, the HH-BDH Credit Agreement, as amended, 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, the occurrence of certain change of control events, and the Class A common stock being suspended from trading for more than two consecutive days or delisting from Nasdaq. 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. As part of the Amendment, certain events of default resulting from the occurrence of the Acknowledged Defaults (as defined in the Amendment) were waived, provided that in the case of the expense reimbursement default, the Borrower must cure the expense reimbursement default upon the earlier of (i) November 1, 2024 and (ii) two business days following the effectiveness of Company’s registration statement for resale of the shares of Class A common stock, underlying the convertible debentures and warrants described in Note 7. Hicks Holdings will receive the following fees and payments in connection with the Loans: • 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 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 $ 23,495 2026 — 2027 26,475 2028 72,983 2029 — |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Sep. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation As of September 30, 2024 and March 31, 2024 , 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. 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 September 30, 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. 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 six months ended September 30, 2024 or September 30, 2023. 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 calendar quarter of 2020, 6,438 units were granted to a 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 in the amount of $5.2 million. 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 three and six months ended September 30, 2024 is nil and $0.3 million, respectively. Total recognized compensation cost related to these awards for the three and six months ended September 30, 2023 is approximately $0.3 million and $5.5 million, respectively. 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. As of September 30, 2024, there is no remaining unrecognized compensation cost related to this award. 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. During the quarter ended September 30, 2024, an aggregate of 817,619 RSUs were awarded to employees of the Company, which fully vested on the date of grant. The Company expensed the full grant date fair value of the RSUs of approximately $2.4 million in the quarter ended September 30, 2024 . Additionally, during the quarter ended September 30, 2024, the Company granted to a director (i) 100,000 stock options with an exercise price of $1.23 per share of Class A common stock, which vest ratably over two years, and (ii) 138,212 RSUs, which vest ratably over one year. The stock options have a grant date fair value of $0.97 , calculated using a Black Scholes option pricing model. 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 following table presents the components of share-based compensation expense, included in employee compensation and benefits, recognized in the consolidated statements of comprehens ive income ( loss) for the three and six months ended September 30, 2024 and 2023 : Three Months Ended September 30, Six Months Ended September 30, (dollars in thousands) 2024 2023 2024 2023 BMP equity units $ 144 $ 569 $ 257 $ 1,244 Restricted stock units 3,179 7,318 4,011 16,041 Preferred equity — 286 — 572 Other (1) 41 330 90 17,647 Total share-based compensation $ 3,364 $ 8,503 $ 4,358 $ 35,504 (1) The year-to-date period September 30, 2023 includes $15.0 million of compensation recognized related to the BCG Recapitalization and $2.6 million recognized for equity based compensation issued to employees for Ben Liquidity transactions. Unrecognized share-based compensation expense totaled $5.1 million as of September 30, 2024 , which we expect to recognize based on scheduled vesting of awards outstanding at September 30, 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 September 30, 2024 : (dollars in thousands) BMP RSU Commissions Total Six months ending 2025 $ 187 $ 1,163 $ 95 $ 1,445 2026 225 2,023 79 2,327 2027 14 913 — 927 2028 — 384 — 384 2029 — — — — Total $ 426 $ 4,483 $ 174 $ 5,083 |
Equity
Equity | 6 Months Ended |
Sep. 30, 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. As of September 30, 2024 , the 9th Amended and Restated LPA of BCH (“BCH LPA”), as amended, and the articles of incorporation and bylaws of Beneficient, govern the terms of these equity securities, as applicable. The Company’s governing documents authorize the issuance of additional classes of equity. All equity interests of BCH are limited partnership interests. Common Stock: Voting. 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 the SEPA with 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 September 30, 2024 , the Company sold a total of 498,125 Class A common shares for a total of $3.9 million in net proceeds, including 449,307 Class A common shares being sold in the current fiscal year for net proceeds of $2.6 million. The prior resale registration statement on Form S-1 was terminated on September 27, 2024. A new resale registration statement on Form S-1, registering approximately 200.1 million shares for resale under the SEPA, was declared effective by the SEC on November 12, 2024. 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. As of September 30, 2024, 50 million shares of preferred stock are designated as shares of Series A preferred stock and approximately 4 million are designated as Series B preferred stock pursuant to a certificates of designation. Series A Preferred Stock As of September 30, 2024 and March 31, 2024, 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, expect 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. No additional Series B preferred stock has been issued in the current fiscal year. 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. No other Series B preferred stock has converted through September 30, 2024. As of September 30, 2024 and March 31, 2024, there were a total of 226,932 shares of Series B preferred stock, issued and outstanding, respectively. 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 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 September 30, 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 the 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 the 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-1 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 the 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 BCH 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 $46.4 million and $37.7 million as of September 30, 2024 and March 31, 2024, 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 initial 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 initial 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. On September 30, 2024, the BCH LPA was amended to re-designate fifty percent (50%) of the aggregate capital account balances in the BCH Preferred A.0 to the BCH Preferred A.0 Non-Redeemable. The remaining fifty percent (50%) of the capital account balances in the BCH Preferred A.0 Accounts remain redeemable. As a result of this redesignation, approximately $125.5 million of temporary equity was reclassified to permanent equity as of September 30, 2024. As of September 30, 2024, the BCH Preferred A.0 Redeemable are recorded in the consolidated statements of financial condition in the redeemable noncontrolling interest line item and the BCH Preferred A.0 Non-Redeemable are recorded in the consolidated statements of financial condition in the noncontrolling interest line item. For periods prior to the September 30, 2024 re-designation, the BCH Preferred A.0 are recorded in the consolidated statements of financial condition in the redeemable noncontrolling interest line item. Noncontrolling Interests: Noncontrolling interests represent the portion of certain consolidated subsidiaries’ limited partnership interests or interests in the Customer ExAlt Trusts that are held by third parties. Amounts are adjusted by the noncontrolling interest holder’s proportionate share of the subsidiaries’ earnings or losses each period and for any distributions that are paid. 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 tables present a rollforward of the noncontrolling interests for the three and six months ended September 30, 2024 and 2023 : Noncontrolling Interests (Dollars in thousands) Trusts BCH Class S Ordinary BCH Class S Preferred BCH Preferred Series A.0 Non-Redeemable BCH Preferred Series A.1 BCH Preferred Series C Class A of CT Total Noncontrolling Interests Balance, June 30, 2024 $ (166,463) $ — $ — $ — $ 200,756 $ — $ — $ 34,293 Net loss (4,523) — — — (3,067) — — (7,590) Reclass of distributions payable to noncontrolling interest holder (122) — — — — — — (122) Reclass of BCH Preferred A.0 Non-Redeemable from temporary to permanent equity — — — 125,526 — — — 125,526 Balance, September 30, 2024 $ (171,108) $ — $ — $ 125,526 $ 197,689 $ — $ — $ 152,107 Noncontrolling Interests (Dollars in thousands) Trusts BCH Class S Ordinary BCH Class S Preferred BCH Preferred Series A.0 Non-Redeemable BCH Preferred A.1 BCH Preferred Series C Class A of CT Total Noncontrolling Interests Balance, March 31, 2024 $ (165,712) $ — $ — $ — $ 207,943 $ — $ — $ 42,231 Net loss (5,049) — — — (10,254) — — (15,303) Reclass of distributions payable to noncontrolling interest holder (347) — — — — — — (347) Reclass of BCH Preferred A.0 from temporary to permanent equity — — — 125,526 — — — 125,526 Balance, September 30, 2024 $ (171,108) $ — $ — $ 125,526 $ 197,689 $ — $ — $ 152,107 Noncontrolling Interests (Dollars in thousands) Trusts BCH Class S Ordinary BCH Class S Preferred BCH Preferred Series A.1 BCH Preferred Series C Class A of CT Total Noncontrolling Interests Balance, June 30, 2023 $ (132,361) $ 19,311 $ 856 $ 691,825 $ 205,759 $ 690 $ 786,080 Net loss (3,591) (9,614) — (570) — (421) (14,196) Reduction of noncontrolling interest in connection with recent financings (3,272) — — — — — (3,272) Issuance of noncontrolling interest in connection with recent financings 79 — — — — — 79 Reclass of distributions payable to noncontrolling interest holder (238) — — — — — (238) Conversion of Preferred Series C to Class A common stock — — — — (205,759) — (205,759) Issuance of Series B-1 preferred stock and noncontrolling interest in connection with recent financings 942 — — — — — 942 Balance, September 30, 2023 $ (138,441) $ 9,697 $ 856 $ 691,255 $ — $ 269 $ 563,636 Noncontrolling Interests (Dollars in thousands) Trusts BCH Class S Ordinary BCH Class S Preferred BCH Preferred Series A.1 BCH Preferred Series C Class A of CT Total Noncontrolling Interests Balance, March 31, 2023 $ (118,299) $ 52,560 $ 856 $ — $ 205,759 $ 1,337 $ 142,213 Net loss (17,457) (38,979) — (1,244) — (1,068) (58,748) Reclass of distributions payable to noncontrolling interest holder (567) — — — — — (567) Issuance of shares in connection with recent financings 133 — — — — — 133 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 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 Series B.2 Unit Accounts preferred return — — — (6,942) — — (6,942) Reclass of BCH Preferred A.1 from temporary to permanent equity — — — 699,441 — — 699,441 Issuance of Series B-1 preferred stock and noncontrolling interest in connection with recent financings 942 — — — — — 942 Balance, September 30, 2023 $ (138,441) $ 9,697 $ 856 $ 691,255 $ — $ 269 $ 563,636 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 three months ended September 30, 2024 and 2023 was approx imately nil and nil, respectively. The weighted average preferred return rate for the six months ended September 30, 2024 and 2023 was approximately nil and 0.46%, respectively. No amounts have been paid to the BCH Preferred A.1 holders related to the preferred return from inception through September 30, 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 September 30, 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 LPA 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 after January 1, 2025, 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. 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 or the Preferred Series B Unit Accounts. Further, BCH cannot, prior to the conversion of all the Preferred Series A Unit Accounts and the Preferred Series B 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 BCG, BCH and its subsidiaries. Upon the effectiveness of the 8th BCH LPA in June 2023, 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. 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 the quarter ended June 30, 2023. The BCH Preferred A.1 are recorded in the consolidated statements of financial condition in the noncontrolling interest line item. Preferred Series C Subclass 1 Unit Accounts On July 15, 2020, the Company entered into a Preferred Series C Unit Purchase Agreement (“UPA”) with GWG Holdings. Pursuant to the UPA, on July 10, 2023, the Preferred Series C Subclass 1 Unit Accounts of BCH (“BCH Preferred C.1”) 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. 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. Class S Ordinary Units As of both September 30, 2024 and March 31, 2024, BCH, a subsidiary of Ben, had issued 67 thousand BCH Class S Ordinary Units 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 BCH Class S Preferred Units are entitled to a quarterly preferred return. In accordance with the 8th 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 Preferred A.1 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, on a quarterly basis and at the election of the holder, the BCH Class S Preferred Units are exchangeable for BCH Class S Ordinary Units on a 1.2-for-1 basis. The BCH Class S Ordinary Units 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 September 30, 2024 and March 31, 2024, 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 September 30, 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 September 30, 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 13 ) as part of the initial commercial operations of Ben. The FLP Subclass 2 Units (the “FLP-2 Unit Accounts”) are related to the BMP Equity Incentive Plan. Each subclass of the FLP Unit Accounts, with FLP-1 Unit Accounts (receiving 50.5%) and the FLP-2 Unit Accounts (receiving 49.5%), shall be allocated (i) fifteen percent (15%) of the profits and losses from financing activities of BCH and its subsidiaries and (ii) an amount equal to the lesser of (A) fifty percent (50%) of the revenues of BCH and its tax pass-through subsidiaries, excluding financing activities revenues, and (B) that amount of revenues that will cause the profit margin (as defined in the BCH LPA) to equal twenty percent (20%). Amounts allocated to the FLP Unit Accounts are reinvested equally in additional BCH Class S Ordinary Units and Class S Preferred Units on a quarterly basis at a price equal to the closing price of the units on such exchange on the date of allocation, thereby creating additional BCH Class S Ordinary Units and BCH Class S Preferred Units. During the three and six months ended September 30, 2024 and 2023, there was no income allocated to the FLP Unit Accounts (Subclass 1 and 2). A nnually, a true up of the quarterly allocations is required to match amounts allocated with annual earnings. In addition to the above stated amounts, the FLP-1 Unit Accounts and FLP-2 Unit Accounts are entitled to a portion of any upward carrying value adjustment as calculated pursuant to Internal Revenue Code Section 704(b). In the event of an upward carrying value adjustment, the FLP-1 Unit Accounts and FLP-2 Unit Accounts are entitled to first be allocated gains associated with such carrying value adjustment equal to 15% of the value of the capital a |
Net Income (Loss) per Share
Net Income (Loss) per Share | 6 Months Ended |
Sep. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income (loss) attributable to Beneficient per common share for the three and six months ended September 30, 2024 and 2023 , is as follows: (Dollars in thousands) Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Net income (loss) $ 9,747 $ (381,764) $ 54,057 $ (1,537,734) Plus: Net loss attributable to noncontrolling interests 7,590 14,196 15,303 58,748 Less: Noncontrolling interest guaranteed payment (4,423) (4,167) (8,779) (8,272) Net income (loss) attributable to Beneficient common shareholders $ 12,914 $ (371,735) $ 60,581 $ (1,487,258) Net income (loss) attributable to Class A common shareholders 12,270 (344,580) 57,040 (1,378,616) Net income (loss) attributable to Class B common shareholders 644 (27,155) 3,541 (108,642) Basic weighted average of common shares outstanding Class A 4,122,438 2,971,767 3,910,871 2,645,234 Class B 239,256 239,256 239,256 239,256 Basic net income (loss) attributable to Beneficient per common share Class A $ 2.98 $ (115.95) $ 14.58 $ (521.17) Class B $ 2.69 $ (113.50) $ 14.80 $ (454.08) Diluted net income attributable to Beneficient per common share for the three and six months ended September 30, 2024, is as follows: (Dollars in thousands) Diluted income per share Three Months Ended Six Months Ended Net income attributable to Beneficient common shareholders - Basic $ 12,914 $ 60,581 Less: Net loss attributable to noncontrolling interests - Ben (3,067) (10,254) Plus: Noncontrolling interest guaranteed payment 4,423 8,779 Net income attributable to Beneficient common shareholders - Diluted $ 14,270 $ 59,106 Basic weighted average of common shares outstanding (Class A and Class B) 4,361,694 4,150,127 Dilutive effect of: Series B Preferred Stock 165,036 165,036 Class S Ordinary 66,982 66,982 Class S Preferred 605 605 Preferred Series A Subclass 0 102,832,018 77,582,588 Preferred Series A Subclass 1 330,926,963 249,670,975 Restricted Stock Units 561,766 296,608 Diluted weighted average of common shares outstanding (Class A and Class B) 438,915,064 331,932,921 Diluted net income attributable to Beneficient per common share (Class A and Class B) $ 0.03 $ 0.18 For the three and six months ended September 30, 2023, as the Company was in a net loss position, the diluted EPS calculation for the Beneficient common shareholders is the same as basic EPS per common share disclosed above for that period. Diluted EPS for the Class A shareholders is $(115.95) and diluted EPS for the Class B shareholders is $(113.50) for the three months ended September 30, 2023. Diluted EPS for the Class A shareholders is $(521.17) and diluted EPS for the Class B shareholders is $(454.08) for the six months ended September 30, 2023. 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 three and six months ended September 30, 2024 and 2023, were as follows: Shares Shares Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Class S Ordinary — 66,982 — 67,936 Class S Preferred — 605 — 605 Preferred Series A Subclass 0 — 90,445,956 — 32,916,204 Preferred Series A Subclass 1 — 291,066,987 — 110,618,486 Preferred Series C Subclass 1 — 29,919 — 151,917 Restricted Stock Units 121,721 127,742 122,098 123,536 Convertible Debt 396,174 — 199,169 — Warrants 31,270,860 30,669,850 31,073,825 24,708,118 Total anti-dilutive shares 31,788,755 412,550,601 31,395,092 168,595,329 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 | 6 Months Ended |
Sep. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income tax expense for the three and six months ended September 30, 2024 and 2023 , were as follows: (Dollars in thousands) Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Current expense Federal $ — $ — $ 28 $ — Deferred expense Federal — — — — Income tax expense $ — $ — $ 28 $ — |
Related Parties
Related Parties | 6 Months Ended |
Sep. 30, 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 10, 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-year renewal provision thereafter. Prior to June 7, 2023, the A&R Bradley Capital Agreement could have been terminated by the mutual agreement of the parties, by the unanimous approval of the Executive Committee of the Board of Ben Management of which an 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, 2023, 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 three months ended September 30, 2024 and 2023 , the Company recognized expenses totaling $0.7 million and $0.7 million related to this services agreement, respectively. During the six months ended September 30, 2024 and 2023 , the Company recognized expenses totaling $1.4 million and $1.4 million related to this services agreement, respectively. As of September 30, 2024 and March 31, 2024, $3.1 million and $2.7 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 September 30, 2024 and March 31, 2024 , we have nil and $0.7 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. During the three and six months ended September 30, 2024, the Company paid $0.4 million and $1.6 million, respectively, related to accrued amounts owed under this services agreement. In addition to the above, the Company incurred legal fees on behalf of Mr. Heppner under certain indemnification provisions. During the three months ended September 30, 2024 and 2023, these legal fees totaled approximately $1.4 million and $1.2 million, respectively. During the six months ended September 30, 2024 and 2023, these legal fees totaled approximately $2.6 million and $2.3 million, respectively. Substantially, all of these legal fees have or are expected to be eligible for reimbursement by the directors and officers insurance carriers. 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 three During the three and six months ended September 30, 2023, BCH expensed $1.4 million and $2.9 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 through September 30, 2024. As of each of September 30, 2024 and March 31, 2024, $10.8 million of accrued costs related to the sublease is reflected in the accounts payable and accrued expenses line item on the consolidated statements of financial condition. As discussed below, BHI, a Related Entity, 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 nominal income during the three and six months ended September 30, 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. 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 September 30, 2024 and March 31, 2024, Highland Consolidated, L.P. had outstanding loans in the principal amount of $10.8 million and $11.5 million, respectively, with a Related Entity. Ben is not a party to these loans, nor has it secured or guaranteed the loans. The Company incurred legal fees of approximately $0.5 million and $0.5 million on behalf of HCLP pursuant to the indemnification obligations under the HCLP credit agreements during the three months ended September 30, 2024 and 2023, respectively. During the six months ended September 30, 2024 and 2023, these legal fees totaled approximately $1.0 million and $0.6 million, respectively. 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 $2.2 million as of September 30, 2024 and March 31, 2024, respectively . There were no payments made during the three and six months ended September 30, 2024 and 2023. Due to changes in the Customer ExAlt Trust agreements, no incremental amounts are expected to be allocated to RROC or the Charitable Accounts other than those amounts already provided by certain prior trust agreements. During the three and six months ended September 30, 2023 , the trust advisor to certain of the Customer ExAlt Trusts reassigned the beneficial interest held at NPT to the Kansas TEFFI Economic Growth Trust. Beneficient Heartland Foundation, Inc.; 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 an eight-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 up to 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 nil and $0.1 million as of September 30, 2024 and March 31, 2024 , respectively . Ben paid $0.1 million and $0.3 million during the three and six months ended September 30, 2024, compared to $0.3 million and $0.7 million for the same periods of 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, which is in the other assets line items on the consolidated statements of financial condition as of September 30, 2024 and March 31, 2024. The EGT made a prepayment on the promissory note of $0.2 million during the three months ended September 30, 2024, principally in return for the promissory note being extended by two years, until September 30, 2028. 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 BCH Preferred A.0 and BCH Preferred A.1 among its investment holdings. Hicks Holdings, L.L.C. is also the sole member of HH-BDH, the lender on outstanding term loans with a subsidiary of Ben. Hicks Holdings Operating, LLC (“Hicks Holdings”), an entity associated with one of Ben’s current directors, has historically held 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. In connection with the letter agreement described below, in October 2023, Hicks Holdings assigned the BCH Preferred A.0, BCH Preferred A.1, BCH Class S Ordinary Units, and BCH Class S Preferred Units to HH-BDH. The total preferred equity of BCH, BCH Class S Preferred Units and BCH Class S Ordinary Units balance as of September 30, 2024 and March 31, 2024, was $26.6 million and $27.5 million, respectively (amounts disclosed here are based on their GAAP capital accounts). Hicks Holdings held 16,528 shares of Class B common stock as of September 30, 2024 and March 31, 2024. Additionally, during the quarter ended September 30, 2024, Mr. Hicks and an entity controlled by Mr. Hicks purchased a total of 100,000 shares of Class A common stock for a purchase price of approximately $0.2 million. The Company has outstanding payable amounts to Hicks Holdings related to the HH-BDH Credit Agreement totaling appr oximately $0.3 million as of September 30, 2024 . No such amount was outstanding 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”). The term of the Shared Services Agreement had an initial term of one year from the effective date and renewed automatically for successive one During the three and six months ended September 30, 2023, GWG Holdings paid approximately $0.1 million and $1.4 million, respectively, to Ben under the Shared Services Agreement. Concurrent with the termination of the Shared Services Agreement on August 1, 2023, all receivables and the related allowance pertaining to amounts owed under the Shared Services Agreement were written off. 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, advise and support Beneficient and its related entities regarding its business of providing services, insurance, liquidity and financing for alternative asset holders and each receive an annual cash fee of $150,000 per year. Such consulting fee is in addition to the annual cash retainer these board members receive under the director compensation program. The consulting agreements have an initial term of one one Mr. Fisher retired from our Board effective March 15, 2024 and thus his above referenced consulting agreement terminated during fiscal 2024. Following his resignation, Mr. Fisher has agreed to continue to serve as a consultant to the Company. In connection with such role, Mr. Fisher will receive an annual payment of $50,000, with such amount to be paid in the Company’s Class A common stock. Subscription agreements |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Sep. 30, 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, a Delaware limited liability company, is currently governed by the Fourth Amended and Restated Limited Liability Company Agreement entered into on April 27, 2022. CT was created to reduce the impact of a potential market downturn on the interests in alternative assets held by the Customer ExAlt Trusts that collateralize the loans receivable from the Customer ExAlt Trusts held by BFF , or other Ben entities (such loans receivable are eliminated solely for financial reporting purposes in our consolidated financial statements) by distributing any potential profits to certain of the Customer ExAlt Trusts thereby offsetting any reduction in the value of the alternative assets. CT is considered a VIE as the at-risk 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 BFF 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 September 30, 2024 and March 31, 2024 , the consolidated statements of financial condition include assets of this consolidated VIE with a carrying value of nil. For three months ended September 30, 2023 , the Company recorded losses of $0.7 million, of which approximately $0.3 million is attributable to Ben or Ben’s loan portfolio, with the remainder attributable principally to the loan involved in the participation loan transaction. The Company recorded losses of $3.0 million during the six months ended September 30, 2023, of which approximately $2.0 million is attributable to Ben or Ben’s loan portfolio, with the remainder attributable principally to the loan involved in the participation loan transaction. The amounts are reported in the gain (loss) on financial instruments, net line item of the consolidated statements of comprehensive income (loss), for the three and six months ended September 30, 2023 . No options were held as of and during the three and six months ended September 30, 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 17), there is no recourse to the Company for the Customer ExAlt Trusts’ liabilities. The cash flows generated by these VIEs are included within the Company’s consolidated statements of cash flows. The consolidated statements of financial condition include the following amounts from these consolidated VIEs as of the dates presented: (Dollars in thousands) September 30, 2024 March 31, 2024 Assets: Cash and cash equivalents $ 1,008 $ 963 Restricted cash 314 64 Investments, at fair value 334,987 329,113 Other assets 32 30 Total Assets of VIEs $ 336,341 $ 330,170 Liabilities: Accounts payable and accrued expense $ 2,316 $ 1,670 Other liabilities 19 109 Total Liabilities of VIEs $ 2,335 $ 1,779 Equity: Treasury stock $ (3,444) $ (3,444) Noncontrolling interests (171,110) (165,712) Accumulated other comprehensive income 281 276 Total Equity of VIEs $ (174,273) $ (168,880) The consolidated statements of comprehensive income (loss) for the periods presented include the following amounts from these consolidated VIEs: Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 (Dollars in thousands) Revenues Investment income (loss), net $ 8,541 $ (13) $ 19,569 $ 487 Gain (loss) on financial instruments, net 572 (41,875) (603) (43,679) Interest and dividend income — 2 — 10 Total revenues 9,113 (41,886) 18,966 (43,182) Operating expenses Interest expense — 1,794 — 3,668 Provision for credit losses 476 — 998 — Professional services 571 884 1,193 2,145 Other expenses 189 26 309 383 Total operating expenses 1,236 2,704 2,500 6,196 Net income (loss) $ 7,877 $ (44,590) $ 16,466 $ (49,378) Net loss attributable to noncontrolling interests $ (4,523) $ (3,592) $ (5,049) $ (17,458) |
Segment Reporting
Segment Reporting | 6 Months Ended |
Sep. 30, 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 (in thousands): Three Months Ended September 30, 2024 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total External revenues Investment income, net $ — $ — $ 8,541 $ — $ — $ 8,541 Gain (loss) on financial instruments, net — — 571 (750) — (179) Interest and dividend income — — — 12 — 12 Trust services and administration revenues — 187 — — — 187 Intersegment revenues Interest income 11,978 — — — (11,978) — Trust services and administration revenues — 5,199 — — (5,199) — Total revenues 11,978 5,386 9,112 (738) (17,177) 8,561 External expenses Employee compensation and benefits 361 542 — 6,232 — 7,135 Interest expense 3,163 — — 1,157 — 4,320 Professional services 395 30 545 6,287 — 7,257 Provision for credit losses — — 476 — — 476 Loss on impairment of goodwill — 298 — — — 298 Other expenses 402 187 189 2,012 — 2,790 Intersegment expenses Interest expense — — 36,049 — (36,049) — Provision for credit losses 4,752 — — — (4,752) — Other expenses — — 3,402 — (3,402) — Total expenses 9,073 1,057 40,661 15,688 (44,203) 22,276 Operating income (loss) $ 2,905 $ 4,329 $ (31,549) $ (16,426) $ 27,026 $ (13,715) Three Months Ended September 30, 2023 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total External revenues Investment loss, net $ — $ — $ (13) $ — $ — $ (13) Loss on financial instruments, net — — (41,875) (900) — (42,775) Interest and dividend income — — 2 112 — 114 Trust services and administration revenues — 8 — (95) — (87) Intersegment revenues Interest income 13,022 — — — (13,022) — Trust services and administration revenues — 6,482 — — (6,482) — Total revenues 13,022 6,490 (41,886) (883) (19,504) (42,761) External expenses Employee compensation and benefits 1,482 545 — 13,371 — 15,398 Interest expense 2,120 — 1,794 1,200 — 5,114 Professional services 264 89 884 5,420 — 6,657 Loss on impairment of goodwill 220,212 86,472 — — — 306,684 Other expenses 533 231 26 4,360 — 5,150 Intersegment expenses Interest expense — — 29,835 — (29,835) — Provision for loan losses 60,502 — — — (60,502) — Other expenses — — 3,850 — (3,850) — Total expenses 285,113 87,337 36,389 24,351 (94,187) 339,003 Operating income (loss) $ (272,091) $ (80,847) $ (78,275) $ (25,234) $ 74,683 $ (381,764) Six Months Ended September 30, 2024 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total External revenues Investment income, net $ — $ — $ 19,569 $ — $ — $ 19,569 Loss on financial instruments, net — — (604) (758) — (1,362) Interest and dividend income — — — 24 — 24 Trust services and administration revenues — 376 — — — 376 Intersegment revenues Interest income 22,827 — — — (22,827) — Trust services and administration revenues — 10,392 — — (10,392) — Total revenues 22,827 10,768 18,965 (734) (33,219) 18,607 External expenses Employee compensation and benefits 791 898 — 9,296 — 10,985 Interest expense 6,244 — — 2,364 — 8,608 Professional services 869 426 1,167 10,339 — 12,801 Provision for credit losses — — 998 2 — 1,000 Loss on impairment of goodwill — 3,427 — 265 — 3,692 Release of loss contingency related to arbitration award — — — (54,973) — (54,973) Other expenses 853 401 309 4,308 — 5,871 Intersegment expenses Interest expense — — 70,848 — (70,848) — Provision for credit losses 11,679 — — — (11,679) — Other expenses — — 6,821 — (6,821) — Total expenses 20,436 5,152 80,143 (28,399) (89,348) (12,016) Operating income (loss) $ 2,391 $ 5,616 $ (61,178) $ 27,665 $ 56,129 $ 30,623 Six Months Ended September 30, 2023 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total External revenues Investment income, net $ — $ — $ 487 $ — $ — $ 487 Loss on financial instruments, net — — (43,679) (2,557) — (46,236) Interest and dividend income — — 10 220 — 230 Trust services and administration revenues — 15 — — — 15 Intersegment revenues Interest income 25,028 — — — (25,028) — Trust services and administration revenues — 13,050 — — (13,050) — Total revenues 25,028 13,065 (43,182) (2,337) (38,078) (45,504) External expenses Employee compensation and benefits 3,975 1,105 — 46,141 — 51,221 Interest expense 2,878 — 3,668 2,352 — 8,898 Professional services 897 589 2,145 13,399 — 17,030 Loss on impairment of goodwill 1,121,212 281,777 — — — 1,402,989 Other expenses 1,187 438 383 10,084 — 12,092 Intersegment expenses Interest expense — — 59,615 — (59,615) — Provision for loan losses 69,998 — — — (69,998) — Other expenses — — 7,694 — (7,694) — Total expenses 1,200,147 283,909 73,505 71,976 (137,307) 1,492,230 Operating income (loss) $ (1,175,119) $ (270,844) $ (116,687) $ (74,313) $ 99,229 $ (1,537,734) As of September 30, 2024 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total Loans to Customer ExAlt Trusts, net $ 260,686 $ — $ — $ — $ (260,686) $ — Investments, at fair value — — 334,987 — — 334,987 Other assets 1,609 21,909 18,025 14,392 (35,148) 20,787 Goodwill and intangible assets, net — 7,469 — 5,545 — 13,014 Total Assets $ 262,295 $ 29,378 $ 353,012 $ 19,937 $ (295,834) $ 368,788 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 |
Risks and Uncertainties
Risks and Uncertainties | 6 Months Ended |
Sep. 30, 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 (dollar amounts in thousands): September 30, 2024 March 31, 2024 Industry Sector Value Percent of Total Value Percent of Total Food and staples retailing $ 66,517 22.1 % $ 41,721 14.2 % Software and services 44,683 14.8 42,908 14.6 Diversified financials 30,222 10.0 30,297 10.3 Utilities 29,693 9.9 28,768 9.8 Energy 17,151 5.7 19,930 6.8 Capital goods 15,733 5.2 23,146 7.9 Semiconductors and Semiconductor Equipment 14,797 4.9 16,144 5.5 Health care equipment and services 14,441 4.8 16,520 5.6 Other (1) 68,151 22.6 74,482 25.3 Total $ 301,388 100.0 % $ 293,916 100.0 % (1) Industries in this category each comprise less than 5 percent. Semiconductors and Semiconductor Equipment and Health Care Equipment and Services is shown separately as it comprised greater than 5 percent in the prior period. September 30, 2024 March 31, 2024 Geography Value Percent of Total Value Percent of Total North America $ 150,864 50.1 % $ 164,205 55.9 % South America 68,166 22.6 43,543 14.8 Asia 46,342 15.4 49,385 16.8 Europe 35,337 11.7 35,870 12.2 Africa 679 0.2 913 0.3 Total $ 301,388 100.0 % $ 293,916 100.0 % 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 | 6 Months Ended |
Sep. 30, 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 subleased an aircraft under the Aircraft Sublease, which expired on January 1, 2024, with Bradley Capital as discussed in Note 13. Rental expense for our premises and for the Aircraft Sublease for the three months ended September 30, 2024 and 2023, totaled $0.2 million and $1.6 million, respectively. Rental expense for our premises and for the Aircraft Sublease for the six months ended September 30, 2024 and 2023, totaled $0.3 million and $3.3 million, respectively. Unfunded Capital Commitments The Customer ExAlt Trusts had $47.2 million and $47.8 million of potential gross capital commitments as of September 30, 2024 and March 31, 2024, 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 by certain of the associated trusts within the ExAlt Plan TM or affiliated entities. To the extent that the associated Customer ExAlt Trust or their affiliated entities 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, if any, held by the associated Customer ExAlt Trusts or their affiliated entities 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 September 30, 2024 and March 31, 2024, 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 who served as the President and CEO of GWG Holdings beginning in mid-2019 through November 2022) 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 (the “Claimant”) 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, plus post-judgment interest (the “Arbitration Award”). 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 recorded a loss related to the Arbitration Award in the year ended March 31, 2024 consolidated statement of comprehensive income (loss) in the amount of $55.0 million . The liability associated with the Arbitration Award was reflected in the accounts payable and accrued expenses line item in the March 31, 2024 consolidated statement of financial condition. On July 29, 2024, the Texas State District Court, Dallas County 134th Judicial District (the “Texas District Court”) entered an order vacating the Arbitration Award in its entirety. The Texas District Court directed the parties to file motions requesting any further relief that may be available within twenty days of the order. On August 2, 2024, the Claimant filed an appeal to challenge the order vacating the Arbitration Award in the Texas Fifth Court of Appeals . The Company intends to vigorously defend itself in connection with the appeal. As a result of the order, during the three-months ended June 30, 2024, the Company released the liability associated with the Arbitration Award, which resulted in the release of the previously recognized loss contingency accrual in the amount of $55.0 million being reflected in the six months ended September 30, 2024 consolidated statement of comprehensive income (loss). 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 set forth causes of action related to certain past transactions between the Debtors and Ben, including its directors. The OBC’s motion stated the proposed claims could add a maximum exposure of up to $500 million worth of additional value to the Debtors’ estate. Ben and its CEO filed motions to object to the OBC’s motion that refutes the allegations. The Debtors have indicated they oppose the OBC’s motion for standing and intend to address such alleged claims, if any, as part of a global plan of reorganization, including a possible mediated resolution. Ben intends to vigorously defend itself against any claims, should they be brought by the Litigation Trust. 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, Tim Evans, Roy Bailey, 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 void the debts owed by the Company to HCLP. The LT Complaint seeks to, among other things, void 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 | 6 Months Ended |
Sep. 30, 2024 | |
Offsetting [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Cash paid for taxes for the six months ended September 30, 2024 and 2023 was de minimis. Cash paid for interest for the six months ended September 30, 2024 and 2023, was $1.5 million and nil, respectively. Supplemental disclosure of noncash investing and financing activities include: Six Months Ended September 30, 2024: – $125.5 million reclass of BCH Preferred A.0 from temporary equity to permanent equity. – $8.8 million accrual for BCH Preferred A.0 guaranteed payment. – $1.2 million settlement of liability for issuance of Class A common stock. – $0.3 million of distributions payable to the Charitable Beneficiaries. Six Months Ended September 30, 2023: – $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. – $37.6 million issuance of Issuance of Series B-1 preferred stock in connection with recent financings. – $8.3 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 transactions closing post de-SPAC. – $4.0 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 of noncash issuance of noncontrolling interest. – $0.6 million of distributions payable to the Charitable Beneficiaries. 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: September 30, 2024 March 31, 2024 Cash and cash equivalents $ 4,482 $ 7,913 Restricted cash 314 64 Total cash, cash equivalents and restricted cash $ 4,796 $ 7,977 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through the date the financial statements were available to be issued, and determined that there have been no events, other than those disclosed below, that have occurred that would require adjustments to our disclosures in the consolidated financial statements. Amendment to Articles of Incorporation On October 2, 2024, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Nevada to increase the number of authorized shares of Class A common stock from 18,750,000 to 5,000,000,000. The increase in the number of authorized shares was approved by the Company’s stockholders on October 2, 2024. Potential Future Goodwill Impairment Through the date of this report, the Company has not experienced any further significant sustained decline in the price of its common stock from the values at September 30, 2024 of $1.23. Significant sustained declines in our common stock and related market capitalization have in the past been triggering events requiring interim goodwill impairment testing. In the future, should we experience a significant sustained decrease in the Company’s common stock from the September 30, 2024 values, this may be a potential indicator that a portion of our remaining 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 in a future period. 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. Convertible Debentures Second Closing On November 13 , 2024, the Second Closing under the securities purchase agreement with Yorkville occurred whereby the Company issued an additional $2.0 million in aggregate principal amount of Convertible Debentures for proceeds of approximately $1.8 million and issued an additional Yorkville Warrant to purchase up to 662,691 shares of Class A common stock. The terms for the Convertible Debentures and Yorkville Warrants issued as part of the Second Closing are consistent with those described in Note 7 under the Convertible Debentures heading. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 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 fee income and any related receivable charged by Ben Liquidity and Ben Custody to the Customer ExAlt Trusts are eliminated in the presentation of our consolidated financial statements. While these amounts are eliminated solely for financial reporting purposes, such amounts are earned by Ben Liquidity and/or Ben Custody from the Customer ExAlt Trusts and directly impact the income (loss) allocable to Ben’s and BCH’s equity holders as further discussed in Note 3. The accompanying unaudited interim consolidated financial statements of the Company do not contain the detail or footnote disclosure concerning accounting policies and other matters that would be included in full fiscal year consolidated financial statements; therefore, they should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report. In the opinion of management, all material adjustments, consisting of normal and recurring adjustments, have been made that were considered necessary to present fairly the financial condition, results of operations and cash flows at the interim date and for the interim periods presented. Operating results for the interim periods disclosed herein are not necessarily indicative of results that may be expected for a full year. |
Reverse Stock Split | Reverse Stock Split Following stockholder approval on April 18, 2024, the Company effected a reverse stock split of our 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 was effective as of April 18, 2024. 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. Significant accounting policies are detailed in Note 2 to the consolidated financial statements included in the Company’s Annual Report. Other than described below, there are no new or revised significant accounting policies as of September 30, 2024 . |
Warrant Liability | Warrant Liability The Company determines the accounting classification of warrants it issues as either liability or equity classified by first assessing whether the warrants meet liability classification in accordance with ASC 480, Distinguishing Liabilities from Equity ("ASC 480"), then in accordance with ASC 815 ("ASC 815"), Derivatives and Hedging . Under ASC 480, warrants are considered liability classified if the warrants are mandatorily redeemable, obligate the Company to settle the warrants or the underlying shares by paying cash or other assets, or warrants that must or may require settlement by issuing variable number of shares. If warrants do not meet liability classification under ASC 480, the Company assesses the requirements under ASC 815, which states that contracts that require or may require the issuer to settle the contract for cash are liabilities recorded at fair value, irrespective of the likelihood of the transaction occurring that triggers the net cash settlement feature. If the warrants do not require liability classification under ASC 815, and in order to conclude equity classification, the Company also assesses whether the warrants are indexed to its Common Stock and whether the warrants are classified as equity under ASC 815 or other applicable GAAP. After all relevant assessments, the Company concludes whether the warrants are classified as liability or equity. Liability classified warrants require fair value accounting at issuance and subsequent to initial issuance with all changes in fair value after the issuance date recorded in the statements of operations. Equity classified warrants only require fair value accounting at issuance with no changes recognized subsequent to the issuance date. The Company accounts for its outstanding warrants, which are principally comprised of those assumed in the Transaction (as described in Note 4 ) and the warrants issued to Yorkville (as described in Note 7), in accordance with the guidance contained in ASC 815, Derivatives and Hedging , whereby under those accounting requirements, our outstanding warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies our warrant instruments as a liability recorded at fair value and adjusts the instruments to fair value at each reporting period using quoted market prices, where available, or other appropriate valuation techniques, such as an option pricing model. The warrant 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. |
Convertible Debt | Convertible Debt The Company has elected the fair value option to account for the convertible debentures with Yorkville (as described in Note 7). The Company recorded the convertible debentures at fair value upon issuance. The Company records changes in fair value in the consolidated statements of comprehensive income (loss), with the exception of changes in fair value due to instrument-specific credit risk which, if present, will be recorded as a component of other comprehensive income (loss). Interest expense related to the convertible debentures is included in the changes in fair value. As a result of applying the fair value option, direct costs and fees related to the convertible debentures were 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. |
Accounting Standards Recently Adopted and Not Yet Adopted | Accounting Standards Not Yet Adopted 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, which will be our fiscal year beginning April 1, 2024 and interim periods beginning April 1, 2025. 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 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 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. |
Understanding our Financial S_2
Understanding our Financial Statements and the Impact to the Common Shareholder (Tables) | 6 Months Ended |
Sep. 30, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents a reconciliation of operating income (loss) of our reportable segments, excluding the Customer ExAlt Trusts, to net income (loss) attributable to Beneficient’s common shareholders. This reconciliation serves to provide users of our financial statements an understanding and visual aide of the reportable segments that impact net income (loss) attributable to the common shareholder and reiterates that the consolidation of the Customer ExAlt Trusts has no impact on the net income (loss) attributable to Beneficient’s common shareholders. (in thousands) Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Operating income (loss) Ben Liquidity $ 2,905 $ (272,091) $ 2,391 $ (1,175,119) Ben Custody 4,329 (80,847) 5,616 (270,844) Corporate & Other (16,426) (25,234) 27,665 (74,313) Plus: Gain on liability resolution 23,462 — 23,462 — Less: Income tax expense (allocable to Ben and BCH equity holders) — — (28) — Plus: Net loss attributable to noncontrolling interests - Ben 3,067 10,604 10,254 41,290 Less: Noncontrolling interest guaranteed payment (4,423) (4,167) (8,779) (8,272) Net income (loss) attributable to common shareholders $ 12,914 $ (371,735) $ 60,581 $ (1,487,258) The following tables include the results of each of the Company’s reportable segments reconciled to the consolidated financial statements (in thousands): Three Months Ended September 30, 2024 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total External revenues Investment income, net $ — $ — $ 8,541 $ — $ — $ 8,541 Gain (loss) on financial instruments, net — — 571 (750) — (179) Interest and dividend income — — — 12 — 12 Trust services and administration revenues — 187 — — — 187 Intersegment revenues Interest income 11,978 — — — (11,978) — Trust services and administration revenues — 5,199 — — (5,199) — Total revenues 11,978 5,386 9,112 (738) (17,177) 8,561 External expenses Employee compensation and benefits 361 542 — 6,232 — 7,135 Interest expense 3,163 — — 1,157 — 4,320 Professional services 395 30 545 6,287 — 7,257 Provision for credit losses — — 476 — — 476 Loss on impairment of goodwill — 298 — — — 298 Other expenses 402 187 189 2,012 — 2,790 Intersegment expenses Interest expense — — 36,049 — (36,049) — Provision for credit losses 4,752 — — — (4,752) — Other expenses — — 3,402 — (3,402) — Total expenses 9,073 1,057 40,661 15,688 (44,203) 22,276 Operating income (loss) $ 2,905 $ 4,329 $ (31,549) $ (16,426) $ 27,026 $ (13,715) Three Months Ended September 30, 2023 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total External revenues Investment loss, net $ — $ — $ (13) $ — $ — $ (13) Loss on financial instruments, net — — (41,875) (900) — (42,775) Interest and dividend income — — 2 112 — 114 Trust services and administration revenues — 8 — (95) — (87) Intersegment revenues Interest income 13,022 — — — (13,022) — Trust services and administration revenues — 6,482 — — (6,482) — Total revenues 13,022 6,490 (41,886) (883) (19,504) (42,761) External expenses Employee compensation and benefits 1,482 545 — 13,371 — 15,398 Interest expense 2,120 — 1,794 1,200 — 5,114 Professional services 264 89 884 5,420 — 6,657 Loss on impairment of goodwill 220,212 86,472 — — — 306,684 Other expenses 533 231 26 4,360 — 5,150 Intersegment expenses Interest expense — — 29,835 — (29,835) — Provision for loan losses 60,502 — — — (60,502) — Other expenses — — 3,850 — (3,850) — Total expenses 285,113 87,337 36,389 24,351 (94,187) 339,003 Operating income (loss) $ (272,091) $ (80,847) $ (78,275) $ (25,234) $ 74,683 $ (381,764) Six Months Ended September 30, 2024 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total External revenues Investment income, net $ — $ — $ 19,569 $ — $ — $ 19,569 Loss on financial instruments, net — — (604) (758) — (1,362) Interest and dividend income — — — 24 — 24 Trust services and administration revenues — 376 — — — 376 Intersegment revenues Interest income 22,827 — — — (22,827) — Trust services and administration revenues — 10,392 — — (10,392) — Total revenues 22,827 10,768 18,965 (734) (33,219) 18,607 External expenses Employee compensation and benefits 791 898 — 9,296 — 10,985 Interest expense 6,244 — — 2,364 — 8,608 Professional services 869 426 1,167 10,339 — 12,801 Provision for credit losses — — 998 2 — 1,000 Loss on impairment of goodwill — 3,427 — 265 — 3,692 Release of loss contingency related to arbitration award — — — (54,973) — (54,973) Other expenses 853 401 309 4,308 — 5,871 Intersegment expenses Interest expense — — 70,848 — (70,848) — Provision for credit losses 11,679 — — — (11,679) — Other expenses — — 6,821 — (6,821) — Total expenses 20,436 5,152 80,143 (28,399) (89,348) (12,016) Operating income (loss) $ 2,391 $ 5,616 $ (61,178) $ 27,665 $ 56,129 $ 30,623 Six Months Ended September 30, 2023 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total External revenues Investment income, net $ — $ — $ 487 $ — $ — $ 487 Loss on financial instruments, net — — (43,679) (2,557) — (46,236) Interest and dividend income — — 10 220 — 230 Trust services and administration revenues — 15 — — — 15 Intersegment revenues Interest income 25,028 — — — (25,028) — Trust services and administration revenues — 13,050 — — (13,050) — Total revenues 25,028 13,065 (43,182) (2,337) (38,078) (45,504) External expenses Employee compensation and benefits 3,975 1,105 — 46,141 — 51,221 Interest expense 2,878 — 3,668 2,352 — 8,898 Professional services 897 589 2,145 13,399 — 17,030 Loss on impairment of goodwill 1,121,212 281,777 — — — 1,402,989 Other expenses 1,187 438 383 10,084 — 12,092 Intersegment expenses Interest expense — — 59,615 — (59,615) — Provision for loan losses 69,998 — — — (69,998) — Other expenses — — 7,694 — (7,694) — Total expenses 1,200,147 283,909 73,505 71,976 (137,307) 1,492,230 Operating income (loss) $ (1,175,119) $ (270,844) $ (116,687) $ (74,313) $ 99,229 $ (1,537,734) As of September 30, 2024 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total Loans to Customer ExAlt Trusts, net $ 260,686 $ — $ — $ — $ (260,686) $ — Investments, at fair value — — 334,987 — — 334,987 Other assets 1,609 21,909 18,025 14,392 (35,148) 20,787 Goodwill and intangible assets, net — 7,469 — 5,545 — 13,014 Total Assets $ 262,295 $ 29,378 $ 353,012 $ 19,937 $ (295,834) $ 368,788 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 |
De-SPAC Merger Transaction (Tab
De-SPAC Merger Transaction (Tables) | 6 Months Ended |
Sep. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Additional Equity Securities Information | The following table provides additional information on the securities contributed and exchanged as part of the BCG Recapitalization 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 as part of the BCG Recapitalization 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) | 6 Months Ended |
Sep. 30, 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): September 30, 2024 March 31, 2024 Ben Customer ExAlt Trusts Ben Customer ExAlt Trusts Alternative assets $ — $ 301,388 $ — $ 293,916 Public equity securities and option — 4,885 — 4,897 Debt securities available-for-sale — 1,969 — 2,962 Other equity securities and interests — 26,745 6 27,338 Total investments, at fair value $ — $ 334,987 $ 6 $ 329,113 The Company’s financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, on September 30, 2024 and March 31, 2024 are presented below. As of September 30, 2024 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 4,885 $ — $ — $ 4,885 Other equity interests — 20 — 20 Debt securities available-for-sale, other — — 1,969 1,969 Liabilities: Convertible debt — — 1,936 1,936 Warrants liability 213 571 — 784 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 |
Alternative Investments | Our portfolio of alternative asset investments, held by certain of the Customer ExAlt Trusts by asset class of each fund as of September 30, 2024 and March 31, 2024, is summarized below (in thousands): Alternative Investments Portfolio Summary September 30, 2024 March 31, 2024 Asset Class Carrying Value Unfunded Commitments Carrying Value Unfunded Commitments Private Equity $ 138,089 $ 37,989 $ 116,462 $ 38,401 Venture Capital 128,033 2,344 139,495 2,548 Natural Resources 16,815 3,318 17,553 3,340 Private Real Estate 8,580 2,884 8,760 2,907 Hedge Funds 3,539 245 6,095 245 Other (1) 6,332 383 5,551 382 Total $ 301,388 $ 47,163 $ 293,916 $ 47,823 (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 September 30, 2024 and March 31, 2024 are summarized as follows: September 30, 2024 (Dollars in thousands) Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Other debt securities $ 2,685 $ 344 $ (1,060) $ 1,969 Total available-for-sale debt securities $ 2,685 $ 344 $ (1,060) $ 1,969 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 The contractual maturities of available-for-sale debt securities as of September 30, 2024 and March 31, 2024 are as follows: September 30, 2024 March 31, 2024 (Dollars in thousands) Amortized Cost Basis Fair Value Amortized Cost Basis Fair Value Due in one year or less $ 1,687 $ 1,969 $ 1,687 $ 1,964 No fixed maturity 998 — 998 998 $ 2,685 $ 1,969 $ 2,685 $ 2,962 |
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 September 30, 2024 and March 31, 2024 : September 30, 2024 March 31, 2024 (Dollars in thousands) Fair Value Unrealized Losses Fair Value Unrealized Losses Other debt securities: Less than twelve months $ — $ — $ — $ — Twelve months or longer 1,969 1,060 1,964 1,060 Total available-for-sale debt securities with unrealized losses $ 1,969 $ 1,060 $ 1,964 $ 1,060 |
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: (Dollars in thousands) Three Months Ended Six Months Ended September 30, 2024 2023 2024 2023 Balance, beginning of period $ 31,812 $ 31,290 $ 31,290 $ 31,290 Credit related losses not previously recognized — — 522 — Increase in amounts previously recognized 476 — 476 — Balance, end of period $ 32,288 $ 31,290 $ 32,288 $ 31,290 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 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): September 30, 2024 March 31, 2024 Ben Customer ExAlt Trusts Ben Customer ExAlt Trusts Alternative assets $ — $ 301,388 $ — $ 293,916 Public equity securities and option — 4,885 — 4,897 Debt securities available-for-sale — 1,969 — 2,962 Other equity securities and interests — 26,745 6 27,338 Total investments, at fair value $ — $ 334,987 $ 6 $ 329,113 The Company’s financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, on September 30, 2024 and March 31, 2024 are presented below. As of September 30, 2024 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets: Public equity securities $ 4,885 $ — $ — $ 4,885 Other equity interests — 20 — 20 Debt securities available-for-sale, other — — 1,969 1,969 Liabilities: Convertible debt — — 1,936 1,936 Warrants liability 213 571 — 784 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 |
Schedule of Reconciliation of Gain (Loss) on Investments | A reconciliation of gain (loss) on financial instruments, net for each of the periods presented herein is included in the tables below (in thousands): Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Public equity securities: Related party equity securities $ — $ (136) $ — $ (3,702) Other public equity securities 745 (516) (12) (736) Put options — (695) — (3,023) Loss on initial issuance of convertible debt and warrant issuance to Yorkville (1,700) — (1,700) — Convertible debt 225 — 225 — Warrants liability 710 214 708 1,699 Prepaid forward liability 14 19 14 (73) Derivative liability — 163 — 1,581 Other equity securities and interests Related party, fair value using quoted market prices of similar assets in active market (1) (173) (41,824) (538) (41,824) Other, without a readily determinable fair value — — (59) (158) Gain (loss) on financial instruments, net $ (179) $ (42,775) $ (1,362) $ (46,236) (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 three and six months ended September 30, 2023. |
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 September 30, 2024 $ 1,969 Market Approach Enterprise value-to-revenue multiple 0.2x - 18.9x 1.80x March 31, 2024 $ 1,964 Market Approach Enterprise value-to-revenue multiple 0.2x - 18.9x 1.77x |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table reconciles the beginning and ending fair value of our Level 3 other debt securities: (Dollars in thousands) Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Beginning balance $ 1,943 $ 2,183 $ 1,964 $ 2,078 Gains (losses) recognized in accumulated other comprehensive income (loss) (1) 26 (104) 5 1 Ending balance $ 1,969 $ 2,079 $ 1,969 $ 2,079 (1) Recorded in unrealized gain (loss) on available-for-sale debt securities. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following is a summary of the change in the fair value of the convertible debentures for the three and six months ended September 30, 2024 and 2023: (Dollars in thousands) Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Beginning fair value $ — $ — $ — $ — Addition during the period 2,160 — 2,160 — Change in fair value during the period (224) — (224) — Ending fair value $ 1,936 $ — $ 1,936 $ — The following table reconciles the beginning and ending fair value of our Level 3 derivative liability: (Dollars in thousands) Three Months Ended September 30, Six Months Ended September 30, 2023 2023 Beginning balance $ 2,095 $ 3,513 Gains recognized in earnings (1) (163) (1,581) Ending balance $ 1,932 $ 1,932 (1) Recorded in (gain) loss on financial instruments, net. |
Schedule of Goodwill | The change in goodwill at each reporting unit was as follows: March 31, 2024 Impairment September 30, 2024 Ben Liquidity $ — $ — $ — Ben Custody 10,896 (3,427) 7,469 Ben Insurance — — — Ben Markets 2,710 (265) 2,445 Total Goodwill $ 13,606 $ (3,692) $ 9,914 |
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 September 30, 2024 and March 31, 2024, were as noted in the table below: As of September 30, 2024 (Dollars in thousands) Level in Fair Value Hierarchy Carrying Amount Estimated Fair Value Financial assets: Cash and cash equivalents 1 $ 4,482 $ 4,482 Restricted cash 1 314 314 Financial liabilities: Debt due to related parties, net 2 122,117 138,919 Accounts payable and accrued expenses 1 112,494 112,494 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, net 2 120,505 129,327 Accounts payable and accrued expenses 1 157,157 157,157 |
Debt Due to Related Parties (Ta
Debt Due to Related Parties (Tables) | 6 Months Ended |
Sep. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of September 30, 2024 and March 31, 2024, the Company’s debt due to related parties consisted of the following: (Dollars in thousands) September 30, 2024 March 31, 2024 First Lien Credit Agreement $ 21,260 $ 21,264 Second Lien Credit Agreement 72,983 72,996 Term Loan 26,475 25,000 Other borrowings 2,235 2,180 Unamortized debt discount, net (836) (935) Total debt due to related parties $ 122,117 $ 120,505 |
Schedule of Maturities of Long-Term Debt | Aggregate maturities of principal on the debt due to related parties for the next five fiscal years ending March 31 are as follows: (Dollars in thousands) Debt Due to Related Parties 2025 $ 23,495 2026 — 2027 26,475 2028 72,983 2029 — |
Share-based Compensation (Table
Share-based Compensation (Tables) | 6 Months Ended |
Sep. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
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 comprehens ive income ( loss) for the three and six months ended September 30, 2024 and 2023 : Three Months Ended September 30, Six Months Ended September 30, (dollars in thousands) 2024 2023 2024 2023 BMP equity units $ 144 $ 569 $ 257 $ 1,244 Restricted stock units 3,179 7,318 4,011 16,041 Preferred equity — 286 — 572 Other (1) 41 330 90 17,647 Total share-based compensation $ 3,364 $ 8,503 $ 4,358 $ 35,504 (1) The year-to-date period September 30, 2023 includes $15.0 million of compensation recognized related to the BCG Recapitalization and $2.6 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 September 30, 2024 : (dollars in thousands) BMP RSU Commissions Total Six months ending 2025 $ 187 $ 1,163 $ 95 $ 1,445 2026 225 2,023 79 2,327 2027 14 913 — 927 2028 — 384 — 384 2029 — — — — Total $ 426 $ 4,483 $ 174 $ 5,083 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Sep. 30, 2024 | |
Equity [Abstract] | |
Schedule of Noncontrolling Interests | The following tables present a rollforward of the noncontrolling interests for the three and six months ended September 30, 2024 and 2023 : Noncontrolling Interests (Dollars in thousands) Trusts BCH Class S Ordinary BCH Class S Preferred BCH Preferred Series A.0 Non-Redeemable BCH Preferred Series A.1 BCH Preferred Series C Class A of CT Total Noncontrolling Interests Balance, June 30, 2024 $ (166,463) $ — $ — $ — $ 200,756 $ — $ — $ 34,293 Net loss (4,523) — — — (3,067) — — (7,590) Reclass of distributions payable to noncontrolling interest holder (122) — — — — — — (122) Reclass of BCH Preferred A.0 Non-Redeemable from temporary to permanent equity — — — 125,526 — — — 125,526 Balance, September 30, 2024 $ (171,108) $ — $ — $ 125,526 $ 197,689 $ — $ — $ 152,107 Noncontrolling Interests (Dollars in thousands) Trusts BCH Class S Ordinary BCH Class S Preferred BCH Preferred Series A.0 Non-Redeemable BCH Preferred A.1 BCH Preferred Series C Class A of CT Total Noncontrolling Interests Balance, March 31, 2024 $ (165,712) $ — $ — $ — $ 207,943 $ — $ — $ 42,231 Net loss (5,049) — — — (10,254) — — (15,303) Reclass of distributions payable to noncontrolling interest holder (347) — — — — — — (347) Reclass of BCH Preferred A.0 from temporary to permanent equity — — — 125,526 — — — 125,526 Balance, September 30, 2024 $ (171,108) $ — $ — $ 125,526 $ 197,689 $ — $ — $ 152,107 Noncontrolling Interests (Dollars in thousands) Trusts BCH Class S Ordinary BCH Class S Preferred BCH Preferred Series A.1 BCH Preferred Series C Class A of CT Total Noncontrolling Interests Balance, June 30, 2023 $ (132,361) $ 19,311 $ 856 $ 691,825 $ 205,759 $ 690 $ 786,080 Net loss (3,591) (9,614) — (570) — (421) (14,196) Reduction of noncontrolling interest in connection with recent financings (3,272) — — — — — (3,272) Issuance of noncontrolling interest in connection with recent financings 79 — — — — — 79 Reclass of distributions payable to noncontrolling interest holder (238) — — — — — (238) Conversion of Preferred Series C to Class A common stock — — — — (205,759) — (205,759) Issuance of Series B-1 preferred stock and noncontrolling interest in connection with recent financings 942 — — — — — 942 Balance, September 30, 2023 $ (138,441) $ 9,697 $ 856 $ 691,255 $ — $ 269 $ 563,636 Noncontrolling Interests (Dollars in thousands) Trusts BCH Class S Ordinary BCH Class S Preferred BCH Preferred Series A.1 BCH Preferred Series C Class A of CT Total Noncontrolling Interests Balance, March 31, 2023 $ (118,299) $ 52,560 $ 856 $ — $ 205,759 $ 1,337 $ 142,213 Net loss (17,457) (38,979) — (1,244) — (1,068) (58,748) Reclass of distributions payable to noncontrolling interest holder (567) — — — — — (567) Issuance of shares in connection with recent financings 133 — — — — — 133 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 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 Series B.2 Unit Accounts preferred return — — — (6,942) — — (6,942) Reclass of BCH Preferred A.1 from temporary to permanent equity — — — 699,441 — — 699,441 Issuance of Series B-1 preferred stock and noncontrolling interest in connection with recent financings 942 — — — — — 942 Balance, September 30, 2023 $ (138,441) $ 9,697 $ 856 $ 691,255 $ — $ 269 $ 563,636 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 6 Months Ended |
Sep. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic net income (loss) attributable to Beneficient per common share for the three and six months ended September 30, 2024 and 2023 , is as follows: (Dollars in thousands) Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Net income (loss) $ 9,747 $ (381,764) $ 54,057 $ (1,537,734) Plus: Net loss attributable to noncontrolling interests 7,590 14,196 15,303 58,748 Less: Noncontrolling interest guaranteed payment (4,423) (4,167) (8,779) (8,272) Net income (loss) attributable to Beneficient common shareholders $ 12,914 $ (371,735) $ 60,581 $ (1,487,258) Net income (loss) attributable to Class A common shareholders 12,270 (344,580) 57,040 (1,378,616) Net income (loss) attributable to Class B common shareholders 644 (27,155) 3,541 (108,642) Basic weighted average of common shares outstanding Class A 4,122,438 2,971,767 3,910,871 2,645,234 Class B 239,256 239,256 239,256 239,256 Basic net income (loss) attributable to Beneficient per common share Class A $ 2.98 $ (115.95) $ 14.58 $ (521.17) Class B $ 2.69 $ (113.50) $ 14.80 $ (454.08) Diluted net income attributable to Beneficient per common share for the three and six months ended September 30, 2024, is as follows: (Dollars in thousands) Diluted income per share Three Months Ended Six Months Ended Net income attributable to Beneficient common shareholders - Basic $ 12,914 $ 60,581 Less: Net loss attributable to noncontrolling interests - Ben (3,067) (10,254) Plus: Noncontrolling interest guaranteed payment 4,423 8,779 Net income attributable to Beneficient common shareholders - Diluted $ 14,270 $ 59,106 Basic weighted average of common shares outstanding (Class A and Class B) 4,361,694 4,150,127 Dilutive effect of: Series B Preferred Stock 165,036 165,036 Class S Ordinary 66,982 66,982 Class S Preferred 605 605 Preferred Series A Subclass 0 102,832,018 77,582,588 Preferred Series A Subclass 1 330,926,963 249,670,975 Restricted Stock Units 561,766 296,608 Diluted weighted average of common shares outstanding (Class A and Class B) 438,915,064 331,932,921 Diluted net income attributable to Beneficient per common share (Class A and Class B) $ 0.03 $ 0.18 |
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 three and six months ended September 30, 2024 and 2023, were as follows: Shares Shares Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Class S Ordinary — 66,982 — 67,936 Class S Preferred — 605 — 605 Preferred Series A Subclass 0 — 90,445,956 — 32,916,204 Preferred Series A Subclass 1 — 291,066,987 — 110,618,486 Preferred Series C Subclass 1 — 29,919 — 151,917 Restricted Stock Units 121,721 127,742 122,098 123,536 Convertible Debt 396,174 — 199,169 — Warrants 31,270,860 30,669,850 31,073,825 24,708,118 Total anti-dilutive shares 31,788,755 412,550,601 31,395,092 168,595,329 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Sep. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense for the three and six months ended September 30, 2024 and 2023 , were as follows: (Dollars in thousands) Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Current expense Federal $ — $ — $ 28 $ — Deferred expense Federal — — — — Income tax expense $ — $ — $ 28 $ — |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Sep. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities | The consolidated statements of financial condition include the following amounts from these consolidated VIEs as of the dates presented: (Dollars in thousands) September 30, 2024 March 31, 2024 Assets: Cash and cash equivalents $ 1,008 $ 963 Restricted cash 314 64 Investments, at fair value 334,987 329,113 Other assets 32 30 Total Assets of VIEs $ 336,341 $ 330,170 Liabilities: Accounts payable and accrued expense $ 2,316 $ 1,670 Other liabilities 19 109 Total Liabilities of VIEs $ 2,335 $ 1,779 Equity: Treasury stock $ (3,444) $ (3,444) Noncontrolling interests (171,110) (165,712) Accumulated other comprehensive income 281 276 Total Equity of VIEs $ (174,273) $ (168,880) The consolidated statements of comprehensive income (loss) for the periods presented include the following amounts from these consolidated VIEs: Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 (Dollars in thousands) Revenues Investment income (loss), net $ 8,541 $ (13) $ 19,569 $ 487 Gain (loss) on financial instruments, net 572 (41,875) (603) (43,679) Interest and dividend income — 2 — 10 Total revenues 9,113 (41,886) 18,966 (43,182) Operating expenses Interest expense — 1,794 — 3,668 Provision for credit losses 476 — 998 — Professional services 571 884 1,193 2,145 Other expenses 189 26 309 383 Total operating expenses 1,236 2,704 2,500 6,196 Net income (loss) $ 7,877 $ (44,590) $ 16,466 $ (49,378) Net loss attributable to noncontrolling interests $ (4,523) $ (3,592) $ (5,049) $ (17,458) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Sep. 30, 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 shareholder and reiterates that the consolidation of the Customer ExAlt Trusts has no impact on the net income (loss) attributable to Beneficient’s common shareholders. (in thousands) Three Months Ended September 30, Six Months Ended September 30, 2024 2023 2024 2023 Operating income (loss) Ben Liquidity $ 2,905 $ (272,091) $ 2,391 $ (1,175,119) Ben Custody 4,329 (80,847) 5,616 (270,844) Corporate & Other (16,426) (25,234) 27,665 (74,313) Plus: Gain on liability resolution 23,462 — 23,462 — Less: Income tax expense (allocable to Ben and BCH equity holders) — — (28) — Plus: Net loss attributable to noncontrolling interests - Ben 3,067 10,604 10,254 41,290 Less: Noncontrolling interest guaranteed payment (4,423) (4,167) (8,779) (8,272) Net income (loss) attributable to common shareholders $ 12,914 $ (371,735) $ 60,581 $ (1,487,258) The following tables include the results of each of the Company’s reportable segments reconciled to the consolidated financial statements (in thousands): Three Months Ended September 30, 2024 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total External revenues Investment income, net $ — $ — $ 8,541 $ — $ — $ 8,541 Gain (loss) on financial instruments, net — — 571 (750) — (179) Interest and dividend income — — — 12 — 12 Trust services and administration revenues — 187 — — — 187 Intersegment revenues Interest income 11,978 — — — (11,978) — Trust services and administration revenues — 5,199 — — (5,199) — Total revenues 11,978 5,386 9,112 (738) (17,177) 8,561 External expenses Employee compensation and benefits 361 542 — 6,232 — 7,135 Interest expense 3,163 — — 1,157 — 4,320 Professional services 395 30 545 6,287 — 7,257 Provision for credit losses — — 476 — — 476 Loss on impairment of goodwill — 298 — — — 298 Other expenses 402 187 189 2,012 — 2,790 Intersegment expenses Interest expense — — 36,049 — (36,049) — Provision for credit losses 4,752 — — — (4,752) — Other expenses — — 3,402 — (3,402) — Total expenses 9,073 1,057 40,661 15,688 (44,203) 22,276 Operating income (loss) $ 2,905 $ 4,329 $ (31,549) $ (16,426) $ 27,026 $ (13,715) Three Months Ended September 30, 2023 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total External revenues Investment loss, net $ — $ — $ (13) $ — $ — $ (13) Loss on financial instruments, net — — (41,875) (900) — (42,775) Interest and dividend income — — 2 112 — 114 Trust services and administration revenues — 8 — (95) — (87) Intersegment revenues Interest income 13,022 — — — (13,022) — Trust services and administration revenues — 6,482 — — (6,482) — Total revenues 13,022 6,490 (41,886) (883) (19,504) (42,761) External expenses Employee compensation and benefits 1,482 545 — 13,371 — 15,398 Interest expense 2,120 — 1,794 1,200 — 5,114 Professional services 264 89 884 5,420 — 6,657 Loss on impairment of goodwill 220,212 86,472 — — — 306,684 Other expenses 533 231 26 4,360 — 5,150 Intersegment expenses Interest expense — — 29,835 — (29,835) — Provision for loan losses 60,502 — — — (60,502) — Other expenses — — 3,850 — (3,850) — Total expenses 285,113 87,337 36,389 24,351 (94,187) 339,003 Operating income (loss) $ (272,091) $ (80,847) $ (78,275) $ (25,234) $ 74,683 $ (381,764) Six Months Ended September 30, 2024 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total External revenues Investment income, net $ — $ — $ 19,569 $ — $ — $ 19,569 Loss on financial instruments, net — — (604) (758) — (1,362) Interest and dividend income — — — 24 — 24 Trust services and administration revenues — 376 — — — 376 Intersegment revenues Interest income 22,827 — — — (22,827) — Trust services and administration revenues — 10,392 — — (10,392) — Total revenues 22,827 10,768 18,965 (734) (33,219) 18,607 External expenses Employee compensation and benefits 791 898 — 9,296 — 10,985 Interest expense 6,244 — — 2,364 — 8,608 Professional services 869 426 1,167 10,339 — 12,801 Provision for credit losses — — 998 2 — 1,000 Loss on impairment of goodwill — 3,427 — 265 — 3,692 Release of loss contingency related to arbitration award — — — (54,973) — (54,973) Other expenses 853 401 309 4,308 — 5,871 Intersegment expenses Interest expense — — 70,848 — (70,848) — Provision for credit losses 11,679 — — — (11,679) — Other expenses — — 6,821 — (6,821) — Total expenses 20,436 5,152 80,143 (28,399) (89,348) (12,016) Operating income (loss) $ 2,391 $ 5,616 $ (61,178) $ 27,665 $ 56,129 $ 30,623 Six Months Ended September 30, 2023 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total External revenues Investment income, net $ — $ — $ 487 $ — $ — $ 487 Loss on financial instruments, net — — (43,679) (2,557) — (46,236) Interest and dividend income — — 10 220 — 230 Trust services and administration revenues — 15 — — — 15 Intersegment revenues Interest income 25,028 — — — (25,028) — Trust services and administration revenues — 13,050 — — (13,050) — Total revenues 25,028 13,065 (43,182) (2,337) (38,078) (45,504) External expenses Employee compensation and benefits 3,975 1,105 — 46,141 — 51,221 Interest expense 2,878 — 3,668 2,352 — 8,898 Professional services 897 589 2,145 13,399 — 17,030 Loss on impairment of goodwill 1,121,212 281,777 — — — 1,402,989 Other expenses 1,187 438 383 10,084 — 12,092 Intersegment expenses Interest expense — — 59,615 — (59,615) — Provision for loan losses 69,998 — — — (69,998) — Other expenses — — 7,694 — (7,694) — Total expenses 1,200,147 283,909 73,505 71,976 (137,307) 1,492,230 Operating income (loss) $ (1,175,119) $ (270,844) $ (116,687) $ (74,313) $ 99,229 $ (1,537,734) As of September 30, 2024 Ben Liquidity Ben Custody Customer ExAlt Trusts Corporate & Other Consolidating Eliminations Total Loans to Customer ExAlt Trusts, net $ 260,686 $ — $ — $ — $ (260,686) $ — Investments, at fair value — — 334,987 — — 334,987 Other assets 1,609 21,909 18,025 14,392 (35,148) 20,787 Goodwill and intangible assets, net — 7,469 — 5,545 — 13,014 Total Assets $ 262,295 $ 29,378 $ 353,012 $ 19,937 $ (295,834) $ 368,788 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 |
Risks and Uncertainties (Tables
Risks and Uncertainties (Tables) | 6 Months Ended |
Sep. 30, 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 (dollar amounts in thousands): September 30, 2024 March 31, 2024 Industry Sector Value Percent of Total Value Percent of Total Food and staples retailing $ 66,517 22.1 % $ 41,721 14.2 % Software and services 44,683 14.8 42,908 14.6 Diversified financials 30,222 10.0 30,297 10.3 Utilities 29,693 9.9 28,768 9.8 Energy 17,151 5.7 19,930 6.8 Capital goods 15,733 5.2 23,146 7.9 Semiconductors and Semiconductor Equipment 14,797 4.9 16,144 5.5 Health care equipment and services 14,441 4.8 16,520 5.6 Other (1) 68,151 22.6 74,482 25.3 Total $ 301,388 100.0 % $ 293,916 100.0 % (1) Industries in this category each comprise less than 5 percent. Semiconductors and Semiconductor Equipment and Health Care Equipment and Services is shown separately as it comprised greater than 5 percent in the prior period. September 30, 2024 March 31, 2024 Geography Value Percent of Total Value Percent of Total North America $ 150,864 50.1 % $ 164,205 55.9 % South America 68,166 22.6 43,543 14.8 Asia 46,342 15.4 49,385 16.8 Europe 35,337 11.7 35,870 12.2 Africa 679 0.2 913 0.3 Total $ 301,388 100.0 % $ 293,916 100.0 % |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Sep. 30, 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: September 30, 2024 March 31, 2024 Cash and cash equivalents $ 4,482 $ 7,913 Restricted cash 314 64 Total cash, cash equivalents and restricted cash $ 4,796 $ 7,977 |
Overview of the Business (Detai
Overview of the Business (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||
Nov. 13, 2024 USD ($) shares | Nov. 12, 2024 USD ($) | Aug. 14, 2024 USD ($) shares | Aug. 06, 2024 USD ($) $ / shares shares | Apr. 18, 2024 | Nov. 03, 2023 employee | Oct. 19, 2023 USD ($) | Jul. 11, 2023 employee | Jun. 27, 2023 USD ($) | Dec. 07, 2021 $ / shares | Dec. 06, 2021 $ / shares | Apr. 30, 2024 | Sep. 30, 2024 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) | Oct. 31, 2024 USD ($) | Aug. 16, 2024 USD ($) | Jun. 20, 2024 USD ($) | Mar. 31, 2024 USD ($) | Jun. 07, 2023 shares | |
Business Acquisition [Line Items] | ||||||||||||||||||||||
Charitable contribution percentage | 0.025 | 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 | $ 4,482,000 | $ 4,482,000 | $ 4,482,000 | $ 7,913,000 | ||||||||||||||||||
Net income (loss) | 9,747,000 | $ (381,764,000) | 54,057,000 | $ (1,537,734,000) | ||||||||||||||||||
Accumulated deficit | (1,998,633,000) | (1,998,633,000) | (1,998,633,000) | $ (2,059,214,000) | ||||||||||||||||||
Outstanding borrowing maturing | $ 23,495,000 | 23,495,000 | 23,495,000 | |||||||||||||||||||
Securities exercisable (in shares) | shares | 1,325,382 | |||||||||||||||||||||
Stock split conversion ratio | 0.0125 | 0.0125 | ||||||||||||||||||||
Furloughed employees | employee | 15 | 30 | ||||||||||||||||||||
Percentage of workforce | 10% | 20% | ||||||||||||||||||||
Minimum | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Stock split conversion ratio | 0.1 | |||||||||||||||||||||
Maximum | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Stock split conversion ratio | 0.01 | |||||||||||||||||||||
Class A common stock | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Securities exercisable (in shares) | shares | 662,691 | 1,325,382 | ||||||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.63 | |||||||||||||||||||||
Convertible debt | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Securities exercisable (in shares) | shares | 1,325,382 | |||||||||||||||||||||
Standby Equity Purchase Agreement | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Standby equity purchase agreement, sale of stock | $ 250,000,000 | $ 2,600,000 | $ 3,900,000 | |||||||||||||||||||
Standby Equity Purchase Agreement | Maximum | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Standby equity purchase agreement, sale of stock | $ 250,000,000 | |||||||||||||||||||||
HH-BDH | Term Loan | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Debt term | 3 years | |||||||||||||||||||||
Term loan | $ 25,000,000 | $ 1,700,000 | ||||||||||||||||||||
Securities Purchase Agreement | Convertible debt | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Aggregate principal amount | $ 4,000,000 | |||||||||||||||||||||
Conversion amount | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Cash and cash equivalents | $ 3,500,000 | |||||||||||||||||||||
Subsequent Event | Class A common stock | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Securities exercisable (in shares) | shares | 662,691 | |||||||||||||||||||||
Subsequent Event | Standby Equity Purchase Agreement | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Standby equity purchase agreement, sale of stock | $ 200,100,000 | |||||||||||||||||||||
Subsequent Event | Securities Purchase Agreement | Convertible debt | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Conversion amount | $ 2,000,000 | |||||||||||||||||||||
Class A common stock | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Stock value issuable | $ 246,100,000 | |||||||||||||||||||||
Securities exercisable (in shares) | shares | 1 | |||||||||||||||||||||
Preferred Series A Subclass 0 | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Redemption of preferred stock, maximum percentage of capital account balance non redeemable | 50% | 50% | 50% | |||||||||||||||||||
Maximum percentage redeemable | 50% | 50% | 50% | |||||||||||||||||||
BCH | Subclass 1 Class A Units | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Ownership interest | 1 | 1 | 1 | |||||||||||||||||||
Related Party | HH-BDH | Term Loan | ||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||
Debt term | 3 years | |||||||||||||||||||||
Term loan | $ 25,000,000 | $ 1,700,000 |
Understanding our Financial S_3
Understanding our Financial Statements and the Impact to the Common Shareholder - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Total revenues | $ 8,561 | $ (42,761) | $ 18,607 | $ (45,504) |
Operating Segments | Ben Liquidity | ||||
Related Party Transaction [Line Items] | ||||
Total revenues | 11,978 | 13,022 | 22,827 | 25,028 |
Operating Segments | Ben Custody | ||||
Related Party Transaction [Line Items] | ||||
Total revenues | $ 5,386 | $ 6,490 | $ 10,768 | $ 13,065 |
Customer ExAlt Trusts | ||||
Related Party Transaction [Line Items] | ||||
Recurring fee, percentage | 2.80% | 2.80% | ||
Minimum | Customer ExAlt Trusts | ||||
Related Party Transaction [Line Items] | ||||
Interest rate | 5% | 5% | ||
One time fee, percentage | 1% | 1% | ||
Maximum | Customer ExAlt Trusts | ||||
Related Party Transaction [Line Items] | ||||
Interest rate | 14% | 14% | ||
One time fee, percentage | 7% | 7% |
Understanding our Financial S_4
Understanding our Financial Statements and the Impact to the Common Shareholder - Disaggregated Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | $ (13,715) | $ (381,764) | $ 30,623 | $ (1,537,734) |
Plus: Gain on liability resolution | 23,462 | 0 | 23,462 | 0 |
Less: Income tax expense (allocable to Ben and BCH equity holders) | 0 | 0 | (28) | 0 |
Plus: Net loss attributable to noncontrolling interests - Ben | 7,590 | 14,196 | 15,303 | 58,748 |
Less: Noncontrolling interest guaranteed payment | (4,423) | (4,167) | (8,779) | (8,272) |
Net income (loss) attributable to Beneficient common shareholders | 12,914 | (371,735) | 60,581 | (1,487,258) |
Corporate & Other | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (16,426) | (25,234) | 27,665 | (74,313) |
Operating Segments | Ben Liquidity | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 2,905 | (272,091) | 2,391 | (1,175,119) |
Operating Segments | Ben Custody | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 4,329 | (80,847) | 5,616 | (270,844) |
Beneficient | ||||
Segment Reporting Information [Line Items] | ||||
Less: Income tax expense (allocable to Ben and BCH equity holders) | 0 | 0 | (28) | 0 |
Consolidated Entity, Excluding Consolidated VIE | ||||
Segment Reporting Information [Line Items] | ||||
Plus: Net loss attributable to noncontrolling interests - Ben | $ 3,067 | $ 10,604 | $ 10,254 | $ 41,290 |
De-SPAC Merger Transaction - Na
De-SPAC Merger Transaction - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||||
Jun. 29, 2023 USD ($) | Jun. 08, 2023 shares | Jun. 07, 2023 USD ($) $ / shares shares | Jun. 06, 2023 $ / shares shares | Jun. 05, 2023 USD ($) $ / shares shares | Sep. 30, 2024 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Aug. 06, 2024 shares | Mar. 31, 2024 USD ($) $ / shares shares | |
Class of Stock [Line Items] | ||||||||||||
Anniversary of closing date | 10 years | |||||||||||
Discount rate | 0.20 | |||||||||||
Valuation (in dollars per share) | $ / shares | $ 800 | |||||||||||
Compensation expense | $ | $ 3,364 | $ 8,503 | $ 4,358 | $ 35,504 | ||||||||
Cash and cash equivalents | $ | 4,482 | 4,482 | $ 7,913 | |||||||||
Net proceeds | $ | $ 1,800 | |||||||||||
Securities exercisable (in shares) | 1,325,382 | |||||||||||
Fair value | $ | 784 | 784 | $ 178 | |||||||||
Gain (loss) on financial instruments | $ | $ (179) | (42,775) | $ (1,362) | (46,236) | ||||||||
Conversion of BCG Common Class A Units | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Additional value | $ | $ 15,000 | |||||||||||
Compensation expense | $ | $ 15,000 | 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 | ||||||||||||
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 | 24,699,725 | 24,699,725 | |||||||||
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 | $ 200 | ||||||||||
Gain (loss) on financial instruments | $ | $ 200 | $ (1,700) | ||||||||||
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) | 15,525,000 | |||||||||||
Avalon Warrants, Private Placement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants assumed (in shares) | 8,100,000 | |||||||||||
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 | |||||||||||
Class A common stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Price per unit (in dollars per share) | $ / shares | $ 1.23 | $ 1.23 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | 0.001 | 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 | $ 10 | ||||||||||
Units converted (in shares) | 17,456 | |||||||||||
Stock issued (in shares) | 99,649 | |||||||||||
Units outstanding (in shares) | 2,358,429 | 4,573,000 | 4,573,000 | 3,339,000 | ||||||||
Units issued (in shares) | 2,358,429 | 4,580,000 | 4,580,000 | 3,348,000 | ||||||||
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 | |||||||||||
Class A common stock | Minimum | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Volume weighted average share price (in dollars per share) | $ / shares | $ 400 | |||||||||||
Class A common stock | Maximum | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Volume weighted average share price (in dollars per share) | $ / shares | $ 640 | |||||||||||
Class A common stock | Conversion of BCG Common Class A Units | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued in connection to conversion (in shares) | 1,076,462 | |||||||||||
Class A common stock | Conversion of BCG Preferred B-2 Units | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued in connection to conversion (in shares) | 1,175,632 | |||||||||||
Class A common stock | Avalon Warrants, Publicly Traded | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant exercisable adjusted for the stock splits (in shares) | 194,063 | |||||||||||
Class A common stock | Avalon Warrants, Private Placement | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrant exercisable adjusted for the stock splits (in shares) | 101,250 | |||||||||||
Forward Purchase Agreement, Purchased Shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Purchase agreement, transaction shares (in shares) | 13,305 | |||||||||||
Forward Purchase Agreement, Prepaid Forward Shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Purchase agreement, transaction shares (in shares) | 23,651 | 23,651 | 23,651 | |||||||||
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 | 0 | |||||||
Preferred stock, shares outstanding (in shares) | 34,962 | 0 | 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 | |||||||||||
Class B | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 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 | 239,000 | ||||||||
Units issued (in shares) | 239,256 | 239,000 | 239,000 | 239,000 | ||||||||
Class B | Conversion of BCG Common Class B Units | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issued in connection to conversion (in shares) | 239,256 | |||||||||||
Class A common stock, par value $0.001 per share | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Price per unit (in dollars per share) | $ / shares | $ 847.04 |
De-SPAC Merger Transaction - Ad
De-SPAC Merger Transaction - Additional Equity Securities Information (Details) shares in Thousands, $ in Thousands | Jun. 06, 2023 USD ($) shares |
Converted Capital Account Balance of BCH Preferred A.1 | |
Class of Stock [Line Items] | |
Converted Capital Account Balance of BCH Preferred A.1 | $ | $ 193,900 |
Converted Capital Account Balance of BCH Preferred A.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 |
Converted Capital Account Balance of BCH Preferred A.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 |
Converted Capital Account Balance of BCH Preferred A.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 |
Converted Capital Account Balance of BCH Preferred A.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 |
Converted Capital Account Balance of BCH Preferred A.1 | 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 |
Converted Capital Account Balance of BCH Preferred A.1 | 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 |
Converted Capital Account Balance of BCH Preferred A.1 | 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 units) | 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 units) | 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 units) | 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 units) | 14 |
BCH Class S Ordinary Units Received | Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | |
Class of Stock [Line Items] | |
Units Received (in units) | 1 |
BCH Class S Ordinary Units Received | Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | |
Class of Stock [Line Items] | |
Units Received (in units) | 9 |
BCH Class S Ordinary Units Received | Richard W. Fisher | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | |
Class of Stock [Line Items] | |
Units Received (in units) | 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 units) | 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 units) | 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 units) | 14 |
BCG Class B Units Received | Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class B Transaction | |
Class of Stock [Line Items] | |
Units Received (in units) | 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 units) | 19 |
BCG Class A Units Received | Bruce W. Schnitzer | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | |
Class of Stock [Line Items] | |
Units Received (in units) | 9 |
BCG Class A Units Received | Richard W. Fisher | Committed Capital, A.1 Preferred Exchanged for Class S and Class A Transaction | |
Class of Stock [Line Items] | |
Units Received (in units) | 10 |
Investments, at Fair Value - In
Investments, at Fair Value - Investments at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Mar. 31, 2024 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative assets | $ 301,388 | $ 293,916 |
Debt securities available-for-sale | 1,969 | 2,962 |
Other equity securities and interests | 26,700 | 26,800 |
Ben | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative assets | 0 | 0 |
Public equity securities and option | 0 | 0 |
Debt securities available-for-sale | 0 | 0 |
Other equity securities and interests | 0 | 6 |
Total investments, at fair value | 0 | 6 |
Customer ExAlt Trusts | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Alternative assets | 301,388 | 293,916 |
Public equity securities and option | 4,885 | 4,897 |
Debt securities available-for-sale | 1,969 | 2,962 |
Other equity securities and interests | 26,745 | 27,338 |
Total investments, at fair value | $ 334,987 | $ 329,113 |
Investments, at Fair Value - Na
Investments, at Fair Value - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Apr. 27, 2022 USD ($) | Apr. 01, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) underlyingInvestment investmentFund | Sep. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) underlyingInvestment investmentFund | Sep. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Distribution proceeds | $ 12,547,000 | $ 26,256,000 | ||||||
Alternative investment funds | investmentFund | 237 | 237 | ||||||
Underlying investments | underlyingInvestment | 797 | 797 | ||||||
Percent of underlying investments in private companies | 92% | 92% | ||||||
Notational amount of put options | $ 141,300,000 | |||||||
Proceeds from sale of put options by Ben | $ 1,000,000 | $ 0 | 968,000 | |||||
Gain (loss) on financial instruments, net | $ (179,000) | $ (42,775,000) | (1,362,000) | (46,236,000) | ||||
Investments | 334,987,000 | 334,987,000 | $ 329,119,000 | |||||
Noncredit-related portion of net unrealized gains (losses) | 26,000 | (105,000) | 5,000 | 4,185,000 | ||||
Other comprehensive income (loss), reclassification adjustment from AOCI for transfer of securities, net of tax | 13,694,000 | 13,694,000 | ||||||
Credit-related portion of other-than-temporary impairment on investment in debt securities | 500,000 | 0 | 1,000,000 | 0 | ||||
Equity securities without readily determinable fair value | 26,700,000 | 26,700,000 | 26,800,000 | |||||
Equity impairment loss | 0 | 0 | 0 | 0 | ||||
Put options | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Gain (loss) on financial instruments, net | $ (700,000) | 0 | (695,000) | 0 | (3,023,000) | |||
Investments | 0 | 0 | 0 | |||||
Ben | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Equity securities without readily determinable fair value | 0 | 0 | 6,000 | |||||
Ben | Put options | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Gain (loss) on financial instruments, net | $ (300,000) | $ (2,000,000) | ||||||
CT Risk Management, L.L.C. | ||||||||
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 | Other Public Companies | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Fair value of common stock | $ 4,900,000 | $ 4,900,000 | 4,900,000 | |||||
Wind Down Trust | GWG Holdings | ||||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||||
Fair value of common stock | $ 600,000 |
Investments, at Fair Value - Al
Investments, at Fair Value - Alternative Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Mar. 31, 2024 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | $ 301,388 | $ 293,916 |
Unfunded Commitments | 47,163 | 47,823 |
Venture Capital | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | 128,033 | 139,495 |
Unfunded Commitments | 2,344 | 2,548 |
Private Equity | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | 138,089 | 116,462 |
Unfunded Commitments | 37,989 | 38,401 |
Natural Resources | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | 16,815 | 17,553 |
Unfunded Commitments | 3,318 | 3,340 |
Private Real Estate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | 8,580 | 8,760 |
Unfunded Commitments | 2,884 | 2,907 |
Hedge Funds | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | 3,539 | 6,095 |
Unfunded Commitments | 245 | 245 |
Other(1) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Carrying Value | 6,332 | 5,551 |
Unfunded Commitments | $ 383 | $ 382 |
Investments, at Fair Value - Am
Investments, at Fair Value - Amortized Cost vs Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Mar. 31, 2024 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Amortized Cost Basis | $ 2,685 | $ 2,685 |
Gross Unrealized Gains | 344 | 1,337 |
Gross Unrealized Losses | (1,060) | (1,060) |
Fair Value | 1,969 | 2,962 |
Other debt securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Amortized Cost Basis | 2,685 | 2,685 |
Gross Unrealized Gains | 344 | 1,337 |
Gross Unrealized Losses | (1,060) | (1,060) |
Fair Value | $ 1,969 | $ 2,962 |
Investments, at Fair Value - Co
Investments, at Fair Value - Continuous Loss Position (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Mar. 31, 2024 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Total available-for-sale debt securities with unrealized losses | $ 1,969 | $ 1,964 |
Unrealized Losses, Total available-for-sale debt securities with unrealized losses | 1,060 | 1,060 |
Other debt securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair Value, Less than twelve months | 0 | 0 |
Fair Value, Twelve months or longer | 1,969 | 1,964 |
Unrealized Losses, Less than twelve months | 0 | 0 |
Unrealized Losses, Twelve months or longer | $ 1,060 | $ 1,060 |
Investments, at Fair Value - De
Investments, at Fair Value - Debt Securities, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Roll Forward] | ||||
Balance, beginning of period | $ 31,812 | $ 31,290 | $ 31,290 | $ 31,290 |
Credit related losses not previously recognized | 0 | 0 | 522 | 0 |
Increase in amounts previously recognized | 476 | 0 | 476 | 0 |
Balance, end of period | $ 32,288 | $ 31,290 | $ 32,288 | $ 31,290 |
Investments, at Fair Value - _2
Investments, at Fair Value - Debt Securities Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Mar. 31, 2024 |
Amortized Cost Basis | ||
Due in one year or less | $ 1,687 | $ 1,687 |
No fixed maturity | 998 | 998 |
Amortized Cost Basis | 2,685 | 2,685 |
Fair Value | ||
Due in one year or less | 1,969 | 1,964 |
No fixed maturity | 0 | 998 |
Fair Value | $ 1,969 | $ 2,962 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2024 USD ($) $ / shares security | Sep. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) $ / shares security | Sep. 30, 2023 USD ($) | Jun. 30, 2024 | Mar. 31, 2024 USD ($) | Jun. 30, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Alternative assets | $ 301,388,000 | $ 301,388,000 | $ 293,916,000 | ||||
Gain (loss) on investments | 8,541,000 | $ (13,000) | 19,569,000 | $ 487,000 | |||
Equity securities without readily determinable fair value | $ 26,700,000 | $ 26,700,000 | $ 26,800,000 | ||||
Number of securities with an upward adjustment | security | 1 | 1 | |||||
Equity securities, cumulative upward adjustment | $ 10,800,000 | $ 10,800,000 | |||||
Equity securities, upward adjustment | 0 | 0 | 0 | 0 | |||
Loss on impairment of goodwill | 298,000 | 306,684,000 | 3,692,000 | 1,402,989,000 | |||
Cumulative impairment loss | $ 3,700,000 | $ 1,400,000,000 | $ 3,700,000 | $ 1,400,000,000 | |||
Long-term growth rate | 3% | 3% | 3% | 3% | 3% | 3% | |
Measurement Input, Expected Term | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Debt instrument, measurement input | 4.2 | 4.2 | |||||
Measurement Input, Discount Rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Debt instrument, measurement input | $ / shares | 0.217 | 0.217 | |||||
Measurement Input, Risk Free Interest Rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Debt instrument, measurement input | 4.6 | 4.6 | |||||
Yorkville | Measurement Input, Expected Term | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Debt instrument, measurement input | 2.85 | 2.85 | |||||
Yorkville | Measurement Input, Share Price | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Debt instrument, measurement input | $ / shares | 1.23 | 1.23 | |||||
Yorkville | Measurement Input, Price Volatility | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Debt instrument, measurement input | 146.4 | 146.4 | |||||
Yorkville | Measurement Input, Expected Dividend Rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Debt instrument, measurement input | 0 | 0 | |||||
Yorkville | Measurement Input, Risk Free Interest Rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Debt instrument, measurement input | 3.34 | 3.34 | |||||
Yorkville | Measurement Input, Exercise Price | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Debt instrument, measurement input | $ / shares | 2.63 | 2.63 | |||||
Ben Markets | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Loss on impairment of goodwill | $ 265,000 | ||||||
Goodwill impairment test, excess fair value over carrying value | $ 400,000 | $ 400,000 | |||||
Minimum | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Discount rates | 28% | 25.30% | 28% | 25.30% | 28% | 24.80% | |
Maximum | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Discount rates | 29.30% | 26.20% | 29.30% | 26.20% | 29.30% | 25.60% |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Mar. 31, 2024 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Public equity securities | $ 334,987 | $ 329,119 |
Debt securities available-for-sale | 1,969 | 2,962 |
Convertible debt | 1,936 | 0 |
Warrants liability | 784 | 178 |
Prepaid forward liability | 14 | |
Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible debt | 0 | |
Warrants liability | 213 | 178 |
Prepaid forward liability | 14 | |
Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible debt | 0 | |
Warrants liability | 571 | 0 |
Prepaid forward liability | 0 | |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Convertible debt | 1,936 | |
Warrants liability | 0 | 0 |
Prepaid forward liability | 0 | |
Public equity securities | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Public equity securities | 4,885 | 4,897 |
Public equity securities | Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Public equity securities | 4,885 | 4,897 |
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 |
Other equity interests | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other equity interests | 20 | 558 |
Other equity interests | Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other equity interests | 0 | 0 |
Other equity interests | Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other equity interests | 20 | 558 |
Other equity interests | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Other equity interests | 0 | 0 |
Debt securities available-for-sale, other | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt securities available-for-sale | 1,969 | 2,962 |
Debt securities available-for-sale, other | Level 1 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt securities available-for-sale | 0 | 0 |
Debt securities available-for-sale, other | Level 2 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt securities available-for-sale | 0 | 998 |
Debt securities available-for-sale, other | Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt securities available-for-sale | $ 1,969 | $ 1,964 |
Fair Value Measurements - Gain
Fair Value Measurements - Gain (Loss) on Financial Instruments (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Gain (loss) on financial instruments, net | $ (179) | $ (42,775) | $ (1,362) | $ (46,236) | |
Other comprehensive income (loss), reclassification adjustment from AOCI for transfer of securities, net of tax | 13,694 | 13,694 | |||
Related party equity securities | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Gain (loss) on financial instruments, net | 0 | (136) | 0 | (3,702) | |
Other public equity securities | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Gain (loss) on financial instruments, net | 745 | (516) | (12) | (736) | |
Put options | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Gain (loss) on financial instruments, net | $ (700) | 0 | (695) | 0 | (3,023) |
Loss on initial issuance of convertible debt and warrant issuance to Yorkville | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Gain (loss) on financial instruments, net | (1,700) | 0 | (1,700) | 0 | |
Convertible debt | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Gain (loss) on financial instruments, net | 225 | 0 | 225 | 0 | |
Warrants liability | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Gain (loss) on financial instruments, net | 710 | 214 | 708 | 1,699 | |
Prepaid forward liability | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Gain (loss) on financial instruments, net | 14 | 19 | 14 | (73) | |
Derivative liability | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Gain (loss) on financial instruments, net | 0 | 163 | 0 | 1,581 | |
Related party, with a readily determinable fair value | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Gain (loss) on financial instruments, net | (173) | (41,824) | (538) | (41,824) | |
Other, without a readily determinable fair value | Without Readily Determinable Fair Value | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Gain (loss) on financial instruments, net | $ 0 | $ 0 | $ (59) | $ (158) |
Fair Value Measures - Fair Valu
Fair Value Measures - Fair Value Measurement Inputs and Valuation Techniques (Details) $ in Thousands | Sep. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | Mar. 31, 2024 USD ($) | Sep. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Fair Value | $ 1,969 | $ 1,943 | $ 1,964 | $ 2,079 | $ 2,183 | $ 2,078 |
Level 3 | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Fair Value | $ 1,969 | $ 1,964 | ||||
Level 3 | Minimum | Enterprise value-to-revenue multiple | Market Approach | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Unobservable Inputs | 0.2 | 0.2 | ||||
Level 3 | Maximum | Enterprise value-to-revenue multiple | Market Approach | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Unobservable Inputs | 18.9 | 18.9 | ||||
Level 3 | Weighted Average | Enterprise value-to-revenue multiple | Market Approach | ||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||||
Unobservable Inputs | 1.80 | 1.77 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Level 3 Investments, Asset (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 1,943 | $ 2,183 | $ 1,964 | $ 2,078 |
Gains (losses) recognized in accumulated other comprehensive income (loss) | 26 | (104) | 5 | 1 |
Ending balance | $ 1,969 | $ 2,079 | $ 1,969 | $ 2,079 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Convertible Debentures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 2,095 | $ 3,513 | ||
Ending balance | 1,932 | 1,932 | ||
Convertible debt | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 0 | 0 | $ 0 | 0 |
Addition during the period | 2,160 | 0 | 2,160 | 0 |
Change in fair value during the period | (224) | 0 | (224) | 0 |
Ending balance | $ 1,936 | $ 0 | $ 1,936 | $ 0 |
Fair Value Measurements - Rec_2
Fair Value Measurements - Reconciliation of Level 3 Investments, Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 2,095 | $ 3,513 |
(Gains) losses recognized in earnings | $ (163) | $ (1,581) |
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 $(173), $(41,960), $(538) and $(45,526), respectively) | Loss on financial instruments, net (related party of $(173), $(41,960), $(538) and $(45,526), respectively) |
Ending balance | $ 1,932 | $ 1,932 |
Fair Value Measurements - Goodw
Fair Value Measurements - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Goodwill [Roll Forward] | ||||
Beginning balance | $ 13,606 | |||
Impairment | $ (298) | $ (306,684) | (3,692) | $ (1,402,989) |
Ending balance | 9,914 | 9,914 | ||
Ben Liquidity | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 0 | |||
Impairment | 0 | |||
Ending balance | 0 | 0 | ||
Ben Custody | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 10,896 | |||
Impairment | (3,427) | |||
Ending balance | 7,469 | 7,469 | ||
Ben Insurance | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 0 | |||
Impairment | 0 | |||
Ending balance | 0 | 0 | ||
Ben Markets | ||||
Goodwill [Roll Forward] | ||||
Beginning balance | 2,710 | |||
Impairment | (265) | |||
Ending balance | $ 2,445 | $ 2,445 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Mar. 31, 2024 |
Level 1 | Carrying Amount | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents | $ 4,482 | $ 7,913 |
Restricted cash | 314 | 64 |
Accounts payable and accrued expenses | 112,494 | 157,157 |
Level 1 | Estimated Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Cash and cash equivalents | 4,482 | 7,913 |
Restricted cash | 314 | 64 |
Accounts payable and accrued expenses | 112,494 | 157,157 |
Level 2 | Carrying Amount | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt due to related parties, net | 122,117 | 120,505 |
Level 2 | Estimated Fair Value | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt due to related parties, net | $ 138,919 | $ 129,327 |
Debt - Customer ExAlt Trust Loa
Debt - Customer ExAlt Trust Loan Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 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 | |||||
Loan payable, fair value disclosure | $ 56,700 | |||||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Loss on financial instruments, net (related party of $(173), $(41,960), $(538) and $(45,526), respectively) | Loss on financial instruments, net (related party of $(173), $(41,960), $(538) and $(45,526), respectively) | ||||
Amortization of debt discount | $ 99 | $ (1,355) | ||||
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] | ||||||
Net gain on derivative liability | $ 200 | 1,600 | ||||
Customer ExAlt Trusts | Loans Payable | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 12% | |||||
Outstanding principal, including interest paid-in-kind | $ 50,900 | |||||
Maximum rate | 21% | |||||
Amortization of debt discount | $ 200 | $ 500 |
Debt - Convertible Debentures (
Debt - Convertible Debentures (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Aug. 14, 2024 USD ($) shares | Aug. 06, 2024 USD ($) $ / shares shares | Sep. 30, 2024 USD ($) $ / shares | Sep. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) $ / shares | Sep. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) | Jun. 07, 2023 shares | |
Debt Instrument [Line Items] | ||||||||
Securities exercisable (in shares) | shares | 1,325,382 | |||||||
Gain (loss) on financial instruments | $ (179) | $ (42,775) | $ (1,362) | $ (46,236) | ||||
Convertible debt | 1,936 | 1,936 | $ 0 | |||||
Fair value | $ 784 | $ 784 | $ 178 | |||||
Measurement Input, Expected Term | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, measurement input | 4.2 | 4.2 | ||||||
Measurement Input, Risk Free Interest Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, measurement input | 4.6 | 4.6 | ||||||
Loss on initial issuance of convertible debt and warrant issuance to Yorkville | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain (loss) on financial instruments | $ (1,700) | $ 0 | $ (1,700) | $ 0 | ||||
Class A common stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Securities exercisable (in shares) | shares | 662,691 | 1,325,382 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.63 | |||||||
Warrant Agreement Member | Yorkville Warrants Member | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value | $ 1,300 | $ 1,300 | ||||||
Warrant Agreement Member | Yorkville Warrants Member | Measurement Input, Expected Term | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, measurement input | 3 | 3 | ||||||
Warrant Agreement Member | Yorkville Warrants Member | Measurement Input, Share Price | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, measurement input | $ / shares | 2.63 | 2.63 | ||||||
Warrant Agreement Member | Yorkville Warrants Member | Measurement Input, Exercise Price | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, measurement input | $ / shares | 2.63 | 2.63 | ||||||
Warrant Agreement Member | Yorkville Warrants Member | Measurement Input, Price Volatility | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, measurement input | 1.302 | 1.302 | ||||||
Warrant Agreement Member | Yorkville Warrants Member | Measurement Input, Expected Dividend Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, measurement input | 0 | 0 | ||||||
Warrant Agreement Member | Yorkville Warrants Member | Measurement Input, Risk Free Interest Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, measurement input | 3.58 | 3.58 | ||||||
Class A common stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Securities exercisable (in shares) | shares | 1 | |||||||
Convertible debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Securities exercisable (in shares) | shares | 1,325,382 | |||||||
Convertible debt | Class A common stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, conversion price (in dollar per shares) | $ / shares | $ 3.018 | |||||||
Securities Purchase Agreement | Convertible debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 4,000 | |||||||
Conversion amount | $ 2,000 | $ 2,000 | ||||||
Original issue discount | 10% | |||||||
Potential interest rate of debt | 0.180 | |||||||
Debt conversion, converted instrument, monthly cash payments of principal | $ 1,300 | |||||||
Debt conversion, converted instrument, threshold consecutive trading days | 10 days | |||||||
Debt instrument, redemption premium percentage | 10% | |||||||
First Closing | Convertible debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from purchase agreement | $ 1,800 | |||||||
Additional agree principal amount | $ 2,000 |
Debt Due to Related Parties - S
Debt Due to Related Parties - Schedule of Debt (Details) - Beneficent Capital Company - USD ($) $ in Thousands | Sep. 30, 2024 | Mar. 31, 2024 |
HCLP Nominees, L.L.C | ||
Debt Instrument [Line Items] | ||
Unamortized debt discount, net | $ (836) | $ (935) |
Related Party | ||
Debt Instrument [Line Items] | ||
Total debt due to related parties | 122,117 | 120,505 |
First Lien Credit Agreement | HCLP Nominees, L.L.C | HCLP Nominees, L.L.C | ||
Debt Instrument [Line Items] | ||
Debt due to related parties, gross | 21,260 | 21,264 |
Second Lien Credit Agreement | HCLP Nominees, L.L.C | HCLP Nominees, L.L.C | ||
Debt Instrument [Line Items] | ||
Debt due to related parties, gross | 72,983 | 72,996 |
Term Loan | Related Party | ||
Debt Instrument [Line Items] | ||
Debt due to related parties, gross | 26,475 | 25,000 |
Other borrowings | Related Party | ||
Debt Instrument [Line Items] | ||
Debt due to related parties, gross | $ 2,235 | $ 2,180 |
Debt Due to Related Parties - F
Debt Due to Related Parties - First and Second Lien Credit Agreements (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jul. 12, 2023 | Mar. 24, 2022 | Sep. 30, 2024 | Sep. 30, 2023 | Mar. 31, 2024 | Aug. 13, 2020 | |
HCLP Nominees, L.L.C | ||||||
Debt Instrument [Line Items] | ||||||
Additional debt or borrowings | $ 10,000,000 | |||||
Beneficient Holdings, Inc. | ||||||
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] | ||||||
Installment payments | $ 5,000,000 | |||||
Interest rate | 9.50% | |||||
Debt instrument, increase, accrued interest | 14,100,000 | 9,500,000 | ||||
Amendment fee | $ 100,000 | |||||
Payment of deferred financing costs for debt | 0 | $ 0 | ||||
Unamortized premium | $ 400,000 | $ 500,000 | ||||
First and Second Lien Credit Agreement | Beneficent Capital Company | HCLP Nominees, L.L.C | ||||||
Debt Instrument [Line Items] | ||||||
Installment payments | $ 5,000,000 | |||||
Fee percentage | 6.50% |
Debt Due to Related Parties - T
Debt Due to Related Parties - Term Loan (Details) - USD ($) $ in Thousands | 6 Months Ended | ||||||||||
Dec. 31, 2024 | Dec. 07, 2024 | Nov. 07, 2024 | Oct. 07, 2024 | Sep. 07, 2024 | Aug. 16, 2024 | Oct. 19, 2023 | Sep. 30, 2024 | Oct. 19, 2026 | Oct. 19, 2025 | Mar. 31, 2024 | |
Custody Trust | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of assets held in trust | 39.10% | 41.50% | |||||||||
Forecast | Custody Trust | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Ownership interest | 97.50% | ||||||||||
HH-BDH | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Unamortized debt discount | $ (1,200) | $ (1,500) | |||||||||
HH-BDH | Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt term | 3 years | ||||||||||
Term loan | $ 1,700 | $ 25,000 | |||||||||
Debt service coverage ratio | 2 | ||||||||||
Minimum Liquidity | $ 4,000 | ||||||||||
HH-BDH | Term Loan | Non-Refundable Fee of Aggregate Commitments | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fee percentage | 1% | ||||||||||
HH-BDH | Term Loan | Interest Payment Rate, First Period | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fee percentage | 3% | ||||||||||
HH-BDH | Term Loan | Interest Payment Rate, Second Period | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fee percentage | 2% | ||||||||||
HH-BDH | Term Loan | Make Whole Payment, Interest Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Fee percentage | 3% | ||||||||||
HH-BDH | Term Loan | Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 5.50% | 6.50% | |||||||||
Amended Credit Agreement | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of outstanding principal balance | $ 200 | ||||||||||
Line of credit facility, required payment of minus | $ 500 | ||||||||||
Amended Credit Agreement | Line of Credit | Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of outstanding principal balance | $ 875 | $ 200 | |||||||||
Amended Credit Agreement | Line of Credit | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of outstanding principal balance | $ 200 | $ 200 |
Debt Due to Related Parties - M
Debt Due to Related Parties - Maturities of Long-term Debt (Details) $ in Thousands | Sep. 30, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2025 | $ 23,495 |
2026 | 0 |
2027 | 26,475 |
2028 | 72,983 |
2029 | $ 0 |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
Apr. 18, 2024 | Jun. 06, 2023 shares | Jun. 10, 2022 USD ($) | Sep. 30, 2024 USD ($) $ / shares shares | Apr. 30, 2024 | Jun. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Dec. 31, 2020 shares | Sep. 30, 2024 USD ($) shares | Sep. 30, 2023 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2018 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Stock split conversion ratio | 0.0125 | 0.0125 | |||||||||||
Compensation expense | $ 3,364,000 | $ 8,503,000 | $ 4,358,000 | $ 35,504,000 | |||||||||
Unrecognized compensation costs | $ 5,083,000 | 5,083,000 | 5,083,000 | ||||||||||
Ben Liquidity | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Compensation expense | 2,600,000 | ||||||||||||
REUs | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Compensation expense | 3,179,000 | 7,318,000 | 4,011,000 | 16,041,000 | |||||||||
Unrecognized compensation costs | $ 4,483,000 | 4,483,000 | 4,483,000 | ||||||||||
Preferred equity | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Compensation expense | $ 0 | 286,000 | $ 0 | 572,000 | |||||||||
Account balance | $ 5,700,000 | ||||||||||||
Preferred equity | Director | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Account balance | $ 3,800,000 | ||||||||||||
Purchase price | $ 3,800,000 | ||||||||||||
BMP Equity Incentive Plan | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of shares authorized for issuance (in shares) | shares | 119,000,000 | 119,000,000 | 119,000,000 | ||||||||||
Vesting period | 4 years | ||||||||||||
Ben Equity Incentive Plan | REUs | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of shares authorized for issuance (in shares) | shares | 160,141 | ||||||||||||
Shares reserved for issuance, as a percentage of fully diluted common units outstanding | 15% | 15% | 15% | ||||||||||
Awards settleable ratio | 1.25 | 1.25 | 1.25 | ||||||||||
Ben Equity Incentive Plan | REUs | Director | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Units granted (in shares) | shares | 6,438 | ||||||||||||
Compensation expense | $ 5,200,000 | $ 0 | $ 300,000 | $ 300,000 | $ 5,500,000 | ||||||||
Increase in units granted rate | 1.25 | ||||||||||||
Increase in units granted (in shares) | shares | 1,610 | ||||||||||||
2023 Incentive Plan | Director | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Vesting period | 2 years | ||||||||||||
Stock options granted (in shares) | shares | 100,000 | ||||||||||||
Weighted average exercise price (in dollars per share) | $ / shares | $ 1.23 | ||||||||||||
2023 Incentive Plan | Restricted Stock Units | |||||||||||||
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% | 15% | 15% | ||||||||||
Units granted (in shares) | shares | 817,619 | ||||||||||||
Percentage of common units | 15% | ||||||||||||
Weighted average grant date fair value amount | $ 2,400,000 | $ 2,400,000 | $ 2,400,000 | ||||||||||
2023 Incentive Plan | Restricted Stock Units | Director | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Vesting period | 1 year | ||||||||||||
Units granted (in shares) | shares | 138,212 | ||||||||||||
Grant date fair value (in dollars per share) | $ / shares | $ 0.97 |
Share-based Compensation - Equi
Share-based Compensation - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total share-based compensation | $ 3,364 | $ 8,503 | $ 4,358 | $ 35,504 | |
Conversion of BCG Common Class A Units | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total share-based compensation | $ 15,000 | 15,000 | |||
Ben Liquidity | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total share-based compensation | 2,600 | ||||
BMP equity units | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total share-based compensation | 144 | 569 | 257 | 1,244 | |
Restricted stock units | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total share-based compensation | 3,179 | 7,318 | 4,011 | 16,041 | |
Preferred equity | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total share-based compensation | 0 | 286 | 0 | 572 | |
Other(1) | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Total share-based compensation | $ 41 | $ 330 | $ 90 | $ 17,647 |
Share-based Compensation - Futu
Share-based Compensation - Future Compensation Expense (Details) $ in Thousands | Sep. 30, 2024 USD ($) |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Six months ending 2025 | $ 1,445 |
2026 | 2,327 |
2027 | 927 |
2028 | 384 |
2029 | 0 |
Total | 5,083 |
BMP | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Six months ending 2025 | 187 |
2026 | 225 |
2027 | 14 |
2028 | 0 |
2029 | 0 |
Total | 426 |
RSU | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Six months ending 2025 | 1,163 |
2026 | 2,023 |
2027 | 913 |
2028 | 384 |
2029 | 0 |
Total | 4,483 |
Commissions | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Six months ending 2025 | 95 |
2026 | 79 |
2027 | 0 |
2028 | 0 |
2029 | 0 |
Total | $ 174 |
Equity - Common Units (Details)
Equity - Common Units (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Nov. 12, 2024 USD ($) | Apr. 18, 2024 | Jun. 27, 2023 USD ($) shares | Apr. 30, 2024 | Sep. 30, 2024 USD ($) vote shares | Sep. 30, 2024 USD ($) vote shares | |
Class of Stock [Line Items] | ||||||
Stock split conversion ratio | 0.0125 | 0.0125 | ||||
Standby equity purchase agreement, shares issued (in shares) | shares | 5,703 | |||||
Class A common stock | ||||||
Class of Stock [Line Items] | ||||||
Number of votes per share | vote | 1 | 1 | ||||
Class B | ||||||
Class of Stock [Line Items] | ||||||
Number of votes per share | vote | 10 | 10 | ||||
Standby Equity Purchase Agreement | ||||||
Class of Stock [Line Items] | ||||||
Standby equity purchase agreement, sale of stock | $ 250,000,000 | $ 2,600,000 | $ 3,900,000 | |||
Standby equity purchase agreement, expiration period | 36 months | |||||
Commitment fee | $ 1,300,000 | |||||
Standby equity purchase agreement, shares issued (in shares) | shares | 449,307 | 498,125 | ||||
Standby Equity Purchase Agreement | Subsequent Event | ||||||
Class of Stock [Line Items] | ||||||
Standby equity purchase agreement, sale of stock | $ 200,100,000 | |||||
Maximum | ||||||
Class of Stock [Line Items] | ||||||
Stock split conversion ratio | 0.01 | |||||
Maximum | Standby Equity Purchase Agreement | ||||||
Class of Stock [Line Items] | ||||||
Standby equity purchase agreement, sale of stock | $ 250,000,000 |
Equity - Preferred Units (Detai
Equity - Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 69 Months Ended | ||||||||||
Jan. 01, 2025 | Oct. 03, 2023 | Jul. 10, 2023 | Jun. 08, 2023 | Jun. 07, 2023 | Jun. 06, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Mar. 31, 2024 | |
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Valuation (in dollars per share) | $ 800 | ||||||||||||
Potential exchange price (in usd per share) | $ 840 | $ 840 | $ 840 | ||||||||||
Number of days preceding exchange date | 20 days | ||||||||||||
Compensation expense | $ 3,364 | $ 8,503 | $ 4,358 | $ 35,504 | |||||||||
Conversion of BCG Common Class A Units | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Additional value | $ 15,000 | ||||||||||||
Compensation expense | $ 15,000 | $ 15,000 | |||||||||||
Series A preferred stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||
Preferred stock, shares issued (in shares) | 34,962 | 34,961 | 0 | 0 | 0 | 0 | |||||||
Preferred stock, shares outstanding (in shares) | 34,962 | 0 | 0 | 0 | 0 | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Units converted (in shares) | 1 | ||||||||||||
Series B Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion of stock (in shares) | 3,768,995 | ||||||||||||
Price per unit (in dollars per share) | $ 218.40 | ||||||||||||
Liquidation preference (in dollars per share) | 10 | $ 10 | 10 | ||||||||||
Calendar days after original issuance date | 210 days | ||||||||||||
Calendar months after original issuance date | 60 months | ||||||||||||
Anniversary of original issuance date | 1 year | ||||||||||||
Class A common stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion of stock (in shares) | 172,574 | ||||||||||||
Price per unit (in dollars per share) | 1.23 | $ 1.23 | 1.23 | ||||||||||
Valuation (in dollars per share) | $ 10 | $ 10 | $ 10 | ||||||||||
Initial conversion price, percentage | 50% | 50% | 50% | ||||||||||
Units issuable (in shares) | 165,037 | 165,037 | 165,037 | ||||||||||
Annual conversion limit | 9.99% | 9.99% | 9.99% | ||||||||||
Units converted (in shares) | 17,456 | ||||||||||||
Preferred Series A Subclass 0 | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Quarterly guaranteed payment, annual basis | 6% | 6% | 6% | ||||||||||
Quarterly guaranteed payment, fiscal quarter basis | 1.50% | 1.50% | 1.50% | ||||||||||
Guaranteed payment accrual | $ 46,400 | $ 46,400 | $ 46,400 | $ 37,700 | |||||||||
Percentage redeemable | 12.50% | 12.50% | 12.50% | ||||||||||
Maximum percentage redeemable | 50% | 50% | 50% | ||||||||||
Convertible shares of preferred stock, percentage redeemable | 12.50% | 12.50% | 12.50% | ||||||||||
Preferred Series A Subclass 1 | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Weighted average preferred return rate | 0% | 0% | 0% | 0.46% | |||||||||
Deemed dividend | $ 106,100 | $ 106,100 | $ 106,100 | ||||||||||
Limit on indebtedness, capital percent of NAV threshold | 55% | 55% | 55% | ||||||||||
Limit on indebtedness, debt percent of NAV threshold | 40% | 40% | 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 | ||||||||||||
Class S Ordinary | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion of stock (in shares) | 5,057 | ||||||||||||
Units issuable (in shares) | 402,383 | 402,383 | 402,383 | ||||||||||
Units converted (in shares) | 208,861 | ||||||||||||
Common stock exchange ratio | 1 | 1 | 1 | ||||||||||
Class B | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Units converted (in shares) | 191,405 | ||||||||||||
Common Class A and B | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common stock exchange ratio | 1 | 1 | 1 | ||||||||||
Preferred Series C Subclass 1 | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Price per unit (in dollars per share) | $ 372.80 | ||||||||||||
Units converted (in shares) | 550,510 | ||||||||||||
Trading days | 20 days | ||||||||||||
Class S Preferred | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock exchange ratio | 1.2 | 1.2 | 1.2 | ||||||||||
Preferred return earned | $ 200 | ||||||||||||
Series B preferred stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized (in shares) | 4,000,000 | 4,000,000 | 4,000,000 | ||||||||||
Preferred stock, shares issued (in shares) | 226,932 | 226,932 | 226,932 | 226,932 | |||||||||
Preferred stock, shares outstanding (in shares) | 226,932 | 226,932 | 226,932 | 226,932 | |||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Annual conversion limit | 4.99% | 4.99% | 4.99% | ||||||||||
Series B preferred stock | Minimum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion price (in dollars per share) | $ 5.38 | $ 5.38 | $ 5.38 | ||||||||||
Series B preferred stock | Maximum | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion price (in dollars per share) | $ 436.80 | $ 436.80 | $ 436.80 | ||||||||||
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 |
Equity - Redeemable Noncontroll
Equity - Redeemable Noncontrolling Interests (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2024 | Sep. 30, 2023 | Mar. 31, 2024 | |
Redeemable Noncontrolling Interest [Line Items] | ||||
Potential exchange price (in usd per share) | $ 840 | $ 840 | ||
Number of days preceding exchange date | 20 days | |||
Reclassifications of temporary to permanent equity | $ (125,526) | $ 125,526 | $ 699,441 | |
Preferred Series A Subclass 0 | ||||
Redeemable Noncontrolling Interest [Line Items] | ||||
Quarterly guaranteed payment, annual basis | 6% | 6% | ||
Quarterly guaranteed payment, fiscal quarter basis | 1.50% | 1.50% | ||
Guaranteed payment accrual | $ 46,400 | $ 46,400 | $ 37,700 | |
Percentage redeemable | 12.50% | 12.50% | ||
Maximum percentage redeemable | 50% | 50% | ||
Convertible shares of preferred stock, percentage redeemable | 12.50% | 12.50% | ||
Redemption of preferred stock, maximum percentage of capital account balance non redeemable | 50% | 50% | ||
Reclassifications of temporary to permanent equity | $ 125,500 |
Equity - Noncontrolling Interes
Equity - Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Noncontrolling Interests | ||||
Beginning balance | $ (148,290) | $ 1,280,947 | $ (192,118) | $ 1,728,413 |
Net loss | 9,747 | (381,764) | 54,057 | (1,537,734) |
Issuance of shares | 673 | 673 | (4,290) | |
Reclass of distributions payable to noncontrolling interest holder | (238) | (567) | ||
Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return | 0 | |||
Reclass of BCH Preferred A.0 from temporary to permanent equity | (125,526) | 125,526 | 699,441 | |
Ending balance | (13,192) | 932,259 | (13,192) | 932,259 |
Recent Financings | ||||
Noncontrolling Interests | ||||
Issuance of shares | 3,410 | 2,555 | 8,696 | |
BCH Class S Ordinary | ||||
Noncontrolling Interests | ||||
Conversion of stock | 0 | |||
BCH Preferred Series C | ||||
Noncontrolling Interests | ||||
Conversion of stock | 0 | 0 | ||
Series B Preferred Stock | Recent Financings | ||||
Noncontrolling Interests | ||||
Issuance of shares | 37,649 | 37,649 | ||
Noncontrolling interests (Note 10) | ||||
Noncontrolling Interests | ||||
Beginning balance | 34,293 | 786,080 | 42,231 | 142,213 |
Net loss | (7,590) | (14,196) | (15,303) | (58,748) |
Issuance of shares | 79 | 79 | ||
Reclass of distributions payable to noncontrolling interest holder | (122) | (238) | (347) | (567) |
Conversion of stock | (205,759) | (205,759) | ||
Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return | (6,942) | |||
Reclass of BCH Preferred A.0 from temporary to permanent equity | 125,526 | 125,526 | 699,441 | |
Ending balance | 152,107 | 563,636 | 152,107 | 563,636 |
Noncontrolling interests (Note 10) | Reduction of Noncontrolling Interests | ||||
Noncontrolling Interests | ||||
Issuance of shares | (3,272) | (3,272) | ||
Noncontrolling interests (Note 10) | Recent Financings | ||||
Noncontrolling Interests | ||||
Issuance of shares | (3,193) | (3,060) | ||
Noncontrolling interests (Note 10) | Recent Financings, Shares Issued | ||||
Noncontrolling Interests | ||||
Issuance of shares | 133 | |||
Noncontrolling interests (Note 10) | Trusts | ||||
Noncontrolling Interests | ||||
Beginning balance | (166,463) | (132,361) | (165,712) | (118,299) |
Net loss | (4,523) | (3,591) | (5,049) | (17,457) |
Issuance of shares | 79 | 79 | ||
Reclass of distributions payable to noncontrolling interest holder | (122) | (238) | (347) | (567) |
Ending balance | (171,108) | (138,441) | (171,108) | (138,441) |
Noncontrolling interests (Note 10) | Trusts | Reduction of Noncontrolling Interests | ||||
Noncontrolling Interests | ||||
Issuance of shares | (3,272) | (3,272) | ||
Noncontrolling interests (Note 10) | Trusts | Recent Financings, Shares Issued | ||||
Noncontrolling Interests | ||||
Issuance of shares | 133 | |||
Noncontrolling interests (Note 10) | BCH Class S Ordinary | ||||
Noncontrolling Interests | ||||
Beginning balance | 0 | 19,311 | 0 | 52,560 |
Net loss | (9,614) | (38,979) | ||
Conversion of stock | (3,884) | |||
Ending balance | 0 | 9,697 | 0 | 9,697 |
Noncontrolling interests (Note 10) | BCH Class S Preferred | ||||
Noncontrolling Interests | ||||
Beginning balance | 0 | 856 | 0 | 856 |
Ending balance | 0 | 856 | 0 | 856 |
Noncontrolling interests (Note 10) | BCH Preferred Series A.0 Non-Redeemable | ||||
Noncontrolling Interests | ||||
Beginning balance | 0 | 0 | ||
Reclass of BCH Preferred A.0 from temporary to permanent equity | 125,526 | 125,526 | ||
Ending balance | 125,526 | 125,526 | ||
Noncontrolling interests (Note 10) | BCH Preferred Series A.1 | ||||
Noncontrolling Interests | ||||
Beginning balance | 200,756 | 691,825 | 207,943 | 0 |
Net loss | (3,067) | (570) | (10,254) | (1,244) |
Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return | (6,942) | |||
Reclass of BCH Preferred A.0 from temporary to permanent equity | 699,441 | |||
Ending balance | 197,689 | 691,255 | 197,689 | 691,255 |
Noncontrolling interests (Note 10) | BCH Preferred Series C | ||||
Noncontrolling Interests | ||||
Beginning balance | 0 | 205,759 | 0 | 205,759 |
Conversion of stock | (205,759) | (205,759) | ||
Ending balance | 0 | 0 | 0 | 0 |
Noncontrolling interests (Note 10) | Class A of CT | ||||
Noncontrolling Interests | ||||
Beginning balance | 0 | 690 | 0 | 1,337 |
Net loss | (421) | (1,068) | ||
Ending balance | $ 0 | 269 | $ 0 | 269 |
Noncontrolling interests (Note 10) | Series B Preferred Stock | Recent Financings | ||||
Noncontrolling Interests | ||||
Issuance of shares | $ 942 | $ 942 |
Equity - Class S Ordinary (Deta
Equity - Class S Ordinary (Details) - Class S Ordinary | Jun. 08, 2023 shares | Sep. 30, 2024 shares | Mar. 31, 2024 shares |
Class of Stock [Line Items] | |||
Units issued (in shares) | 67,000 | 67,000 | |
Units outstanding (in shares) | 67,000 | 67,000 | |
Common stock exchange ratio | 1 | ||
Conversion of stock (in shares) | 5,057 |
Equity - FLP Units (Details)
Equity - FLP Units (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Mar. 31, 2024 | |
Class of Stock [Line Items] | |||||
Net income (loss) | $ 9,747,000 | $ (381,764,000) | $ 54,057,000 | $ (1,537,734,000) | |
Asset valuation adjustment | 321,900,000 | 321,900,000 | |||
Accounts payable and accrued expense | $ 112,494,000 | $ 112,494,000 | $ 157,157,000 | ||
FLP Units Subclass 1 | |||||
Class of Stock [Line Items] | |||||
Allocation percentage | 50.50% | 50.50% | |||
FLP Units Subclass 2 | |||||
Class of Stock [Line Items] | |||||
Allocation percentage | 49.50% | 49.50% | |||
FLP Units Subclass 1 and 2 | |||||
Class of Stock [Line Items] | |||||
Profits interest on financing and other tax pass-through businesses | 15% | 15% | |||
Net income (loss) | $ 0 | 0 | $ 0 | 0 | |
Upward carrying value adjustment, percentage of capital accounts | 15% | 15% | |||
FLP Units Subclass 1 and 2 | Maximum | |||||
Class of Stock [Line Items] | |||||
Net service fee revenue interest, EBITDA to revenue ratio | 0.50 | 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 | 0.20 | |||
Class S Ordinary | |||||
Class of Stock [Line Items] | |||||
Units issuable (in shares) | 402,383 | 402,383 | |||
BCH Class S ordinary units (in units) | 260,000 | 260,000 | |||
FLP Units Subclass 3 | |||||
Class of Stock [Line Items] | |||||
Net income (loss) | $ 0 | $ 0 | $ 0 | $ 0 | |
Net financing revenues, quarterly percentage | 5% | 5% | |||
Net financing revenues allocated, annualized stated interest percentage | 10% | 10% | |||
Tax and distributions, percentage of profits allocated | 100% | 100% | |||
Accounts payable and accrued expense | $ 900,000 | $ 900,000 | $ 900,000 |
Equity - Beneficiaries Customer
Equity - Beneficiaries Customer ExAlt Trusts (Details) - Charitable Beneficiaries - USD ($) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
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% | |||
Issuance of shares in connection with recent financings | $ 0 | $ 1,000,000 | $ 0 | $ 1,200,000 |
Equity - Class A of CT Risk Man
Equity - Class A of CT Risk Management, L.L.C. (Details) - Class A of CT $ in Millions | 6 Months Ended |
Sep. 30, 2024 USD ($) | |
Class of Stock [Line Items] | |
Minority interest sold | $ 2.4 |
Percent of distributions entitled to residual beneficiary, amount of excess of capital contributions | 2% |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Schedule of Basic (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income (loss) | $ 9,747 | $ (381,764) | $ 54,057 | $ (1,537,734) |
Plus: Net loss attributable to noncontrolling interests - Ben | 7,590 | 14,196 | 15,303 | 58,748 |
Less: Noncontrolling interest guaranteed payment | (4,423) | (4,167) | (8,779) | (8,272) |
Net income attributable to Beneficient common shareholders - Basic | 12,914 | (371,735) | 60,581 | (1,487,258) |
Class A | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income attributable to Beneficient common shareholders - Basic | $ 12,270 | $ (344,580) | $ 57,040 | $ (1,378,616) |
Basic weighted average of common shares outstanding (in shares) | 4,122,438 | 2,971,767 | 3,910,871 | 2,645,234 |
Basic net income (loss) attributable to Beneficient per common share (in dollars per share) | $ 2.98 | $ (115.95) | $ 14.58 | $ (521.17) |
Class B | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income attributable to Beneficient common shareholders - Basic | $ 644 | $ (27,155) | $ 3,541 | $ (108,642) |
Basic weighted average of common shares outstanding (in shares) | 239,256 | 239,256 | 239,256 | 239,256 |
Basic net income (loss) attributable to Beneficient per common share (in dollars per share) | $ 2.69 | $ (113.50) | $ 14.80 | $ (454.08) |
Net Income (Loss) per Share -_2
Net Income (Loss) per Share - Schedule of Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net income attributable to Beneficient common shareholders - Basic | $ 12,914 | $ (371,735) | $ 60,581 | $ (1,487,258) |
Plus: Net loss attributable to noncontrolling interests | (7,590) | (14,196) | (15,303) | (58,748) |
Plus: Noncontrolling interest guaranteed payment | 4,423 | 4,167 | 8,779 | 8,272 |
Net income attributable to Beneficient common shareholders - Diluted | 14,270 | 59,106 | ||
Consolidated Entity, Excluding Consolidated VIE | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Plus: Net loss attributable to noncontrolling interests | $ (3,067) | $ (10,604) | $ (10,254) | $ (41,290) |
Series B Preferred Stock | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive effect (in shares) | 165,036 | 165,036 | ||
Class S Ordinary | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive effect (in shares) | 66,982 | 66,982 | ||
Class S Preferred | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive effect (in shares) | 605 | 605 | ||
Preferred Series A Subclass 0 | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive effect (in shares) | 102,832,018 | 77,582,588 | ||
Preferred Series A Subclass 1 | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive effect (in shares) | 330,926,963 | 249,670,975 | ||
Restricted Stock Units | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Dilutive effect (in shares) | 561,766 | 296,608 | ||
Common Class A and B | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Basic weighted average of common shares outstanding (Class A and Class B) (in shares) | 4,361,694 | 4,150,127 | ||
Diluted weighted average of common shares outstanding (Class A and Class B) (in shares) | 438,915,064 | 331,932,921 | ||
Diluted weighted average of common shares outstanding (Class A and Class B) (in dollars per share) | $ 0.03 | $ 0.18 |
Net Income (Loss) per Share -Na
Net Income (Loss) per Share -Narrative (Details) - $ / shares | 3 Months Ended | 6 Months Ended | |||||
Oct. 03, 2023 | Jul. 10, 2023 | Jun. 06, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Subsequent Event [Line Items] | |||||||
Total anti-dilutive shares | 31,788,755 | 412,550,601 | 31,395,092 | 168,595,329 | |||
Preferred Series C Subclass 1 | |||||||
Subsequent Event [Line Items] | |||||||
Total anti-dilutive shares | 0 | 29,919 | 0 | 151,917 | |||
Class S Ordinary | |||||||
Subsequent Event [Line Items] | |||||||
Total anti-dilutive shares | 0 | 66,982 | 0 | 67,936 | |||
Class S Preferred | |||||||
Subsequent Event [Line Items] | |||||||
Total anti-dilutive shares | 0 | 605 | 0 | 605 | |||
Preferred Series A Subclass 0 | |||||||
Subsequent Event [Line Items] | |||||||
Total anti-dilutive shares | 0 | 90,445,956 | 0 | 32,916,204 | |||
Preferred Series A Subclass 1 | |||||||
Subsequent Event [Line Items] | |||||||
Total anti-dilutive shares | 0 | 291,066,987 | 0 | 110,618,486 | |||
Restricted Stock Units | |||||||
Subsequent Event [Line Items] | |||||||
Total anti-dilutive shares | 121,721 | 127,742 | 122,098 | 123,536 | |||
Class A | |||||||
Subsequent Event [Line Items] | |||||||
Net income (loss) per common share - basic (in dollars per share) | $ 2.98 | $ (115.95) | $ 14.58 | $ (521.17) | |||
Net income (loss) per common share - diluted (in dollars per share) | 0.03 | $ (115.95) | 0.18 | $ (521.17) | |||
Units converted (in shares) | 17,456 | ||||||
Price per unit (in dollars per share) | $ 1.23 | $ 1.23 | |||||
Conversion of stock (in shares) | 172,574 | ||||||
Basic weighted average of common shares outstanding (in shares) | 4,122,438 | 2,971,767 | 3,910,871 | 2,645,234 | |||
Class B | |||||||
Subsequent Event [Line Items] | |||||||
Net income (loss) per common share - basic (in dollars per share) | $ 2.69 | $ (113.50) | $ 14.80 | $ (454.08) | |||
Net income (loss) per common share - diluted (in dollars per share) | $ 0.03 | $ (113.50) | $ 0.18 | $ (454.08) | |||
Units converted (in shares) | 191,405 | ||||||
Basic weighted average of common shares outstanding (in shares) | 239,256 | 239,256 | 239,256 | 239,256 | |||
Preferred Series C Subclass 1 | |||||||
Subsequent Event [Line Items] | |||||||
Units converted (in shares) | 550,510 | ||||||
Price per unit (in dollars per share) | $ 372.80 | ||||||
Trading day duration period | 20 days | ||||||
Series B Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Price per unit (in dollars per share) | $ 218.40 | ||||||
Conversion of stock (in shares) | 3,768,995 |
Net Income (Loss) per Share - A
Net Income (Loss) per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 31,788,755 | 412,550,601 | 31,395,092 | 168,595,329 |
Class S Ordinary | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 0 | 66,982 | 0 | 67,936 |
Class S Preferred | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 0 | 605 | 0 | 605 |
Preferred Series A Subclass 0 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 0 | 90,445,956 | 0 | 32,916,204 |
Preferred Series A Subclass 1 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 0 | 291,066,987 | 0 | 110,618,486 |
Preferred Series C Subclass 1 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 0 | 29,919 | 0 | 151,917 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 121,721 | 127,742 | 122,098 | 123,536 |
Convertible Debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 396,174 | 0 | 199,169 | 0 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 31,270,860 | 30,669,850 | 31,073,825 | 24,708,118 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Current expense | ||||
Federal | $ 0 | $ 0 | $ 28 | $ 0 |
Deferred expense | ||||
Federal | 0 | 0 | 0 | 0 |
Income tax expense | $ 0 | $ 0 | $ 28 | $ 0 |
Related Parties (Details)
Related Parties (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Mar. 15, 2024 USD ($) | Jun. 07, 2023 USD ($) | Jan. 31, 2022 USD ($) | Sep. 30, 2024 USD ($) trust baseFeeMultiplier shares | Sep. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) trust baseFeeMultiplier shares | Sep. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) shares | Dec. 31, 2022 | Oct. 19, 2023 USD ($) shares | Jan. 20, 2022 director resident | |
Related Party Transaction [Line Items] | |||||||||||
Other expenses | $ 2,790,000 | $ 5,150,000 | $ 5,871,000 | $ 12,092,000 | |||||||
Accounts payable and accrued expense | 112,494,000 | 112,494,000 | $ 157,157,000 | ||||||||
Total expenses | 22,276,000 | 339,003,000 | (12,016,000) | 1,492,230,000 | |||||||
Other liabilities (related party of $14,306 and $9,740) | 19,123,000 | 19,123,000 | 31,727,000 | ||||||||
Other assets, net | 15,991,000 | $ 15,991,000 | 14,699,000 | ||||||||
Preferred Series A Subclass 0 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt due to related parties | $ 15,300,000 | ||||||||||
Preferred Series A Subclass 1 | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt due to related parties | $ 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 | $ 10,800,000 | $ 10,800,000 | $ 11,500,000 | ||||||||
Hicks Holdings L.L.C | Class B | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares held (in shares) | shares | 16,528 | 16,528 | 16,528 | ||||||||
Services Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | $ 400,000 | $ 1,600,000 | |||||||||
Hicks Holdings L.L.C | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accounts payable and accrued expense | $ 300,000 | $ 300,000 | $ 0 | ||||||||
Consulting Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Renewal provision term | 1 year | ||||||||||
Agreement term | 1 year | ||||||||||
Beneficient Management Counselors, L.L.C. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Percentage of board of directors, pre-decoupling | 49% | 49% | |||||||||
Percentage of members on management committee to select | 50% | 50% | |||||||||
Percentage of members on community committee to select | 50% | 50% | |||||||||
Bradley Capital Company, L.L.C. | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Accounts payable and accrued expense | $ 3,100,000 | $ 3,100,000 | $ 2,700,000 | ||||||||
Bradley Capital Company, L.L.C. | Services Agreement, Base Fee | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | $ 500,000 | $ 400,000 | |||||||||
Base fee multiplier | baseFeeMultiplier | 2 | 2 | |||||||||
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 | |||||||||||
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 | $ 10,000,000 | |||||||||
Percentage of aggregate fair market value of ben | 1% | 1% | |||||||||
Other expenses | $ 700,000 | 700,000 | $ 1,400,000 | 1,400,000 | |||||||
Related party transaction, accrued reimbursements | 0 | 0 | 700,000 | ||||||||
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, Legal Fees | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | 1,400,000 | 1,200,000 | 2,600,000 | 2,300,000 | |||||||
Bradley Capital Company, L.L.C. | Aircraft Sublease | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | 1,400,000 | ||||||||||
Accounts payable and accrued expense | 10,800,000 | $ 10,800,000 | 10,800,000 | ||||||||
Agreement term | 1 year | ||||||||||
Related party transaction, termination period | 3 years | ||||||||||
Total expenses | 1,400,000 | 2,900,000 | |||||||||
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 | 500,000 | 500,000 | 1,000,000 | 600,000 | |||||||
RROC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | $ 0 | 0 | $ 0 | 0 | |||||||
Number of trusts | trust | 3 | 3 | |||||||||
Debt due to related parties, gross | $ 2,200,000 | $ 2,200,000 | 2,200,000 | ||||||||
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 | Benficient Heartland Foundation Initial Charitable 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 | ||||||||||
Kansas TEFFI Economic Growth Trust | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | 100,000 | 300,000 | 300,000 | 700,000 | |||||||
Other liabilities (related party of $14,306 and $9,740) | 0 | 0 | 100,000 | ||||||||
Other assets, net | 1,400,000 | 1,400,000 | 1,400,000 | ||||||||
Repayment of notes receivable from related parties | $ 200,000 | ||||||||||
Promissory note extended period | 2 years | ||||||||||
Hicks Holdings L.L.C | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt due to related parties | $ 26,600,000 | $ 26,600,000 | 27,500,000 | ||||||||
Hicks Holdings L.L.C | Class A common stock | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares purchased (in shares) | shares | 100,000 | ||||||||||
Value of shares purchased | $ 200,000 | ||||||||||
GWG Holdings | Shared Services Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Renewal provision term | 1 year | ||||||||||
Agreement term | 1 year | ||||||||||
Cash received from related parties | $ 100,000 | $ 1,400,000 | |||||||||
Thomas O. Hicks | Consulting Agreement | Board Member | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Annual salary | 150,000 | ||||||||||
Bruce W. Schnitzer | Consulting Agreement | Board Member | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Annual salary | 150,000 | ||||||||||
Richard W. Fisher | Consulting Agreement | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Related party fee | $ 50,000 | ||||||||||
Richard W. Fisher | Consulting Agreement | Board Member | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Annual salary | $ 150,000 | ||||||||||
Peter T. Cangany, Jr. | Subscription Agreements | Director | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Shares purchased (in shares) | shares | 262,500 | ||||||||||
Value of shares purchased | $ 500,000 |
Variable Interest Entities - Na
Variable Interest Entities - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Mar. 31, 2024 | |
Variable Interest Entity [Line Items] | ||||||
Total assets | $ 368,788,000 | $ 368,788,000 | $ 368,501,000 | |||
Gain (loss) on financial instruments | (179,000) | $ (42,775,000) | (1,362,000) | $ (46,236,000) | ||
Put options | ||||||
Variable Interest Entity [Line Items] | ||||||
Gain (loss) on financial instruments | $ (700,000) | 0 | (695,000) | 0 | (3,023,000) | |
Ben | Put options | ||||||
Variable Interest Entity [Line Items] | ||||||
Gain (loss) on financial instruments | (300,000) | (2,000,000) | ||||
Variable Interest Entity, Primary Beneficiary | CT Risk Management, L.L.C. | ||||||
Variable Interest Entity [Line Items] | ||||||
Total assets | $ 0 | $ 0 | $ 0 | |||
Gain (loss) on financial instruments | $ (700,000) | $ (3,000,000) |
Variable Interest Entities - VI
Variable Interest Entities - VIE Financials (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | |
Assets: | ||||||||
Cash and cash equivalents | $ 4,482 | $ 4,482 | $ 7,913 | |||||
Restricted cash | 314 | 314 | 64 | |||||
Investments, at fair value | 334,987 | 334,987 | 329,119 | |||||
Other assets | 15,991 | 15,991 | 14,699 | |||||
Total Assets of VIEs | 368,788 | 368,788 | 368,501 | |||||
Liabilities: | ||||||||
Accounts payable and accrued expense | 112,494 | 112,494 | 157,157 | |||||
Other liabilities | 19,123 | 19,123 | 31,727 | |||||
Total Liabilities of VIEs | 256,454 | 256,454 | 309,567 | |||||
Equity: | ||||||||
Treasury stock | (3,444) | (3,444) | (3,444) | |||||
Noncontrolling interests | 152,107 | 152,107 | 42,231 | |||||
Accumulated other comprehensive income | 281 | 281 | 276 | |||||
Total Equity of VIEs | (13,192) | $ 932,259 | (13,192) | $ 932,259 | $ (148,290) | (192,118) | $ 1,280,947 | $ 1,728,413 |
Revenues | ||||||||
Investment income (loss), net | 8,541 | (13) | 19,569 | 487 | ||||
Gain (loss) on financial instruments, net | (179) | (42,775) | (1,362) | (46,236) | ||||
Interest and dividend income | 12 | 114 | 24 | 230 | ||||
Total revenues | 8,561 | (42,761) | 18,607 | (45,504) | ||||
Operating expenses | ||||||||
Interest expense | 4,320 | 5,114 | 8,608 | 8,898 | ||||
Provision for credit losses | 476 | 0 | 1,000 | 0 | ||||
Professional services | 7,257 | 6,657 | 12,801 | 17,030 | ||||
Other expenses | 2,790 | 5,150 | 5,871 | 12,092 | ||||
Total operating expenses | 22,276 | 339,003 | (12,016) | 1,492,230 | ||||
Net income (loss) | 9,747 | (381,764) | 54,057 | (1,537,734) | ||||
Net loss attributable to noncontrolling interests | (7,590) | (14,196) | (15,303) | (58,748) | ||||
Variable Interest Entity, Primary Beneficiary | ||||||||
Assets: | ||||||||
Investments, at fair value | 334,987 | 334,987 | 329,113 | |||||
Operating expenses | ||||||||
Net loss attributable to noncontrolling interests | (4,523) | (3,592) | (5,049) | (17,458) | ||||
Variable Interest Entity, Primary Beneficiary | Customer ExAlt Trusts | ||||||||
Assets: | ||||||||
Cash and cash equivalents | 1,008 | 1,008 | 963 | |||||
Restricted cash | 314 | 314 | 64 | |||||
Investments, at fair value | 334,987 | 334,987 | 329,113 | |||||
Other assets | 32 | 32 | 30 | |||||
Total Assets of VIEs | 336,341 | 336,341 | 330,170 | |||||
Liabilities: | ||||||||
Accounts payable and accrued expense | 2,316 | 2,316 | 1,670 | |||||
Other liabilities | 19 | 19 | 109 | |||||
Total Liabilities of VIEs | 2,335 | 2,335 | 1,779 | |||||
Equity: | ||||||||
Treasury stock | (3,444) | (3,444) | (3,444) | |||||
Noncontrolling interests | (171,110) | (171,110) | (165,712) | |||||
Accumulated other comprehensive income | 281 | 281 | 276 | |||||
Total Equity of VIEs | (174,273) | (174,273) | $ (168,880) | |||||
Revenues | ||||||||
Investment income (loss), net | 8,541 | (13) | 19,569 | 487 | ||||
Gain (loss) on financial instruments, net | 572 | (41,875) | (603) | (43,679) | ||||
Interest and dividend income | 0 | 2 | 0 | 10 | ||||
Total revenues | 9,113 | (41,886) | 18,966 | (43,182) | ||||
Operating expenses | ||||||||
Interest expense | 0 | 1,794 | 0 | 3,668 | ||||
Provision for credit losses | 476 | 0 | 998 | 0 | ||||
Professional services | 571 | 884 | 1,193 | 2,145 | ||||
Other expenses | 189 | 26 | 309 | 383 | ||||
Total operating expenses | 1,236 | 2,704 | 2,500 | 6,196 | ||||
Net income (loss) | 7,877 | (44,590) | 16,466 | (49,378) | ||||
Net loss attributable to noncontrolling interests | $ (4,523) | $ (3,592) | $ (5,049) | $ (17,458) |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2024 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) Segment | Sep. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) | |
Segment Reporting [Abstract] | |||||
Reportable segments | Segment | 3 | ||||
Income Statement [Abstract] | |||||
Investment income (loss), net | $ 8,541 | $ (13) | $ 19,569 | $ 487 | |
Gain (loss) on financial instruments, net | (179) | (42,775) | (1,362) | (46,236) | |
Interest and dividend income | 12 | 114 | 24 | 230 | |
Trust services and administration revenues | 187 | (87) | 376 | 15 | |
Total revenues | 8,561 | (42,761) | 18,607 | (45,504) | |
Employee compensation and benefits | 7,135 | 15,398 | 10,985 | 51,221 | |
Interest expense | 4,320 | 5,114 | 8,608 | 8,898 | |
Professional services | 7,257 | 6,657 | 12,801 | 17,030 | |
Provision for credit losses | 476 | 0 | 1,000 | 0 | |
Loss on impairment of goodwill | 298 | 306,684 | 3,692 | 1,402,989 | |
Release of loss contingency related to arbitration award | 0 | 0 | (54,973) | 0 | $ (55,000) |
Other expenses | 2,790 | 5,150 | 5,871 | 12,092 | |
Total operating expenses | 22,276 | 339,003 | (12,016) | 1,492,230 | |
Operating income (loss) | (13,715) | (381,764) | 30,623 | (1,537,734) | |
Statement of Financial Position [Abstract] | |||||
Investments, at fair value | 334,987 | 334,987 | 329,119 | ||
Other assets | 20,787 | 20,787 | 22,676 | ||
Goodwill and intangible assets, net | 13,014 | 13,014 | 16,706 | ||
Total assets | 368,788 | 368,788 | 368,501 | ||
Ben Liquidity | |||||
Income Statement [Abstract] | |||||
Loss on impairment of goodwill | 0 | ||||
Ben Custody | |||||
Income Statement [Abstract] | |||||
Loss on impairment of goodwill | 3,427 | ||||
Operating Segments | Ben Liquidity | |||||
Income Statement [Abstract] | |||||
Investment income (loss), net | 0 | 0 | 0 | 0 | |
Gain (loss) on financial instruments, net | 0 | 0 | 0 | 0 | |
Interest and dividend income | 0 | 0 | 0 | 0 | |
Trust services and administration revenues | 0 | 0 | 0 | 0 | |
Total revenues | 11,978 | 13,022 | 22,827 | 25,028 | |
Employee compensation and benefits | 361 | 1,482 | 791 | 3,975 | |
Interest expense | 3,163 | 2,120 | 6,244 | 2,878 | |
Professional services | 395 | 264 | 869 | 897 | |
Provision for credit losses | 0 | 0 | |||
Loss on impairment of goodwill | 0 | 220,212 | 0 | 1,121,212 | |
Release of loss contingency related to arbitration award | 0 | ||||
Other expenses | 402 | 533 | 853 | 1,187 | |
Total operating expenses | 9,073 | 285,113 | 20,436 | 1,200,147 | |
Operating income (loss) | 2,905 | (272,091) | 2,391 | (1,175,119) | |
Statement of Financial Position [Abstract] | |||||
Loans to Customer ExAlt Trusts, net | 260,686 | 260,686 | 256,184 | ||
Investments, at fair value | 0 | 0 | 0 | ||
Other assets | 1,609 | 1,609 | 5,814 | ||
Goodwill and intangible assets, net | 0 | 0 | 0 | ||
Total assets | 262,295 | 262,295 | 261,998 | ||
Operating Segments | Ben Custody | |||||
Income Statement [Abstract] | |||||
Investment income (loss), net | 0 | 0 | 0 | 0 | |
Gain (loss) on financial instruments, net | 0 | 0 | 0 | 0 | |
Interest and dividend income | 0 | 0 | 0 | 0 | |
Trust services and administration revenues | 187 | 8 | 376 | 15 | |
Total revenues | 5,386 | 6,490 | 10,768 | 13,065 | |
Employee compensation and benefits | 542 | 545 | 898 | 1,105 | |
Interest expense | 0 | 0 | 0 | 0 | |
Professional services | 30 | 89 | 426 | 589 | |
Provision for credit losses | 0 | 0 | |||
Loss on impairment of goodwill | 298 | 86,472 | 3,427 | 281,777 | |
Release of loss contingency related to arbitration award | 0 | ||||
Other expenses | 187 | 231 | 401 | 438 | |
Total operating expenses | 1,057 | 87,337 | 5,152 | 283,909 | |
Operating income (loss) | 4,329 | (80,847) | 5,616 | (270,844) | |
Statement of Financial Position [Abstract] | |||||
Loans to Customer ExAlt Trusts, net | 0 | 0 | 0 | ||
Investments, at fair value | 0 | 0 | 0 | ||
Other assets | 21,909 | 21,909 | 20,398 | ||
Goodwill and intangible assets, net | 7,469 | 7,469 | 10,896 | ||
Total assets | 29,378 | 29,378 | 31,294 | ||
Operating Segments | Customer ExAlt Trusts | |||||
Income Statement [Abstract] | |||||
Investment income (loss), net | 8,541 | (13) | 19,569 | 487 | |
Gain (loss) on financial instruments, net | 571 | (41,875) | (604) | (43,679) | |
Interest and dividend income | 0 | 2 | 0 | 10 | |
Trust services and administration revenues | 0 | 0 | 0 | 0 | |
Total revenues | 9,112 | (41,886) | 18,965 | (43,182) | |
Employee compensation and benefits | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 1,794 | 0 | 3,668 | |
Professional services | 545 | 884 | 1,167 | 2,145 | |
Provision for credit losses | 476 | 998 | |||
Loss on impairment of goodwill | 0 | 0 | 0 | 0 | |
Release of loss contingency related to arbitration award | 0 | ||||
Other expenses | 189 | 26 | 309 | 383 | |
Total operating expenses | 40,661 | 36,389 | 80,143 | 73,505 | |
Operating income (loss) | (31,549) | (78,275) | (61,178) | (116,687) | |
Statement of Financial Position [Abstract] | |||||
Loans to Customer ExAlt Trusts, net | 0 | 0 | 0 | ||
Investments, at fair value | 334,987 | 334,987 | 329,113 | ||
Other assets | 18,025 | 18,025 | 19,467 | ||
Goodwill and intangible assets, net | 0 | 0 | 0 | ||
Total assets | 353,012 | 353,012 | 348,580 | ||
Corporate & Other | |||||
Income Statement [Abstract] | |||||
Investment income (loss), net | 0 | 0 | 0 | 0 | |
Gain (loss) on financial instruments, net | (750) | (900) | (758) | (2,557) | |
Interest and dividend income | 12 | 112 | 24 | 220 | |
Trust services and administration revenues | 0 | (95) | 0 | 0 | |
Total revenues | (738) | (883) | (734) | (2,337) | |
Employee compensation and benefits | 6,232 | 13,371 | 9,296 | 46,141 | |
Interest expense | 1,157 | 1,200 | 2,364 | 2,352 | |
Professional services | 6,287 | 5,420 | 10,339 | 13,399 | |
Provision for credit losses | 0 | 2 | |||
Loss on impairment of goodwill | 0 | 0 | 265 | 0 | |
Release of loss contingency related to arbitration award | (54,973) | ||||
Other expenses | 2,012 | 4,360 | 4,308 | 10,084 | |
Total operating expenses | 15,688 | 24,351 | (28,399) | 71,976 | |
Operating income (loss) | (16,426) | (25,234) | 27,665 | (74,313) | |
Statement of Financial Position [Abstract] | |||||
Loans to Customer ExAlt Trusts, net | 0 | 0 | 0 | ||
Investments, at fair value | 0 | 0 | 6 | ||
Other assets | 14,392 | 14,392 | 12,510 | ||
Goodwill and intangible assets, net | 5,545 | 5,545 | 5,810 | ||
Total assets | 19,937 | 19,937 | 18,326 | ||
Consolidating Eliminations | |||||
Income Statement [Abstract] | |||||
Interest income | 11,978 | 13,022 | 22,827 | 25,028 | |
Trust services and administration revenues | 5,199 | 6,482 | 10,392 | 13,050 | |
Total revenues | 17,177 | 19,504 | 33,219 | 38,078 | |
Interest expense | 36,049 | 29,835 | 70,848 | 59,615 | |
Provision for credit losses | 4,752 | 60,502 | 11,679 | 69,998 | |
Other expenses | 3,402 | 3,850 | 6,821 | 7,694 | |
Total operating expenses | 44,203 | 94,187 | 89,348 | 137,307 | |
Operating income (loss) | (27,026) | (74,683) | (56,129) | (99,229) | |
Statement of Financial Position [Abstract] | |||||
Loans to Customer ExAlt Trusts, net | (260,686) | (260,686) | (256,184) | ||
Investments, at fair value | 0 | 0 | 0 | ||
Other assets | (35,148) | (35,148) | (35,513) | ||
Goodwill and intangible assets, net | 0 | 0 | 0 | ||
Total assets | (295,834) | (295,834) | $ (291,697) | ||
Consolidating Eliminations | Ben Liquidity | |||||
Income Statement [Abstract] | |||||
Interest income | 11,978 | 13,022 | 22,827 | 25,028 | |
Trust services and administration revenues | 0 | 0 | 0 | 0 | |
Interest expense | 0 | 0 | 0 | 0 | |
Provision for credit losses | 4,752 | 60,502 | 11,679 | 69,998 | |
Other expenses | 0 | 0 | 0 | 0 | |
Consolidating Eliminations | Ben Custody | |||||
Income Statement [Abstract] | |||||
Interest income | 0 | 0 | 0 | 0 | |
Trust services and administration revenues | 5,199 | 6,482 | 10,392 | 13,050 | |
Interest expense | 0 | 0 | 0 | 0 | |
Provision for credit losses | 0 | 0 | 0 | 0 | |
Other expenses | 0 | 0 | 0 | 0 | |
Consolidating Eliminations | Customer ExAlt Trusts | |||||
Income Statement [Abstract] | |||||
Interest income | 0 | 0 | 0 | 0 | |
Trust services and administration revenues | 0 | 0 | 0 | 0 | |
Interest expense | 36,049 | 29,835 | 70,848 | 59,615 | |
Provision for credit losses | 0 | 0 | 0 | 0 | |
Other expenses | $ 3,402 | $ 3,850 | $ 6,821 | $ 7,694 |
Risks and Uncertainties (Detail
Risks and Uncertainties (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Sep. 30, 2024 | Mar. 31, 2024 | |
Concentration Risk [Line Items] | ||
Carrying Value | $ 301,388 | $ 293,916 |
Alternative Investments | Industry Risk | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 301,388 | $ 293,916 |
Percent of Total | 100% | 100% |
Alternative Investments | Industry Risk | Food and staples retailing | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 66,517 | $ 41,721 |
Percent of Total | 22.10% | 14.20% |
Alternative Investments | Industry Risk | Software and services | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 44,683 | $ 42,908 |
Percent of Total | 14.80% | 14.60% |
Alternative Investments | Industry Risk | Utilities | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 29,693 | $ 28,768 |
Percent of Total | 9.90% | 9.80% |
Alternative Investments | Industry Risk | Diversified financials | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 30,222 | $ 30,297 |
Percent of Total | 10% | 10.30% |
Alternative Investments | Industry Risk | Energy | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 17,151 | $ 19,930 |
Percent of Total | 5.70% | 6.80% |
Alternative Investments | Industry Risk | Capital goods | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 15,733 | $ 23,146 |
Percent of Total | 5.20% | 7.90% |
Alternative Investments | Industry Risk | Health care equipment and services | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 14,441 | $ 16,520 |
Percent of Total | 4.80% | 5.60% |
Alternative Investments | Industry Risk | Semiconductors and Semiconductor Equipment | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 14,797 | $ 16,144 |
Percent of Total | 4.90% | 5.50% |
Alternative Investments | Industry Risk | Other(1) | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 68,151 | $ 74,482 |
Percent of Total | 22.60% | 25.30% |
Net Assets, Geographic Area | Geographic Concentration Risk | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 301,388 | $ 293,916 |
Percent of Total | 100% | 100% |
Net Assets, Geographic Area | Geographic Concentration Risk | North America | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 150,864 | $ 164,205 |
Percent of Total | 50.10% | 55.90% |
Net Assets, Geographic Area | Geographic Concentration Risk | South America | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 68,166 | $ 43,543 |
Percent of Total | 22.60% | 14.80% |
Net Assets, Geographic Area | Geographic Concentration Risk | Asia | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 46,342 | $ 49,385 |
Percent of Total | 15.40% | 16.80% |
Net Assets, Geographic Area | Geographic Concentration Risk | Europe | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 35,337 | $ 35,870 |
Percent of Total | 11.70% | 12.20% |
Net Assets, Geographic Area | Geographic Concentration Risk | Africa | ||
Concentration Risk [Line Items] | ||
Carrying Value | $ 679 | $ 913 |
Percent of Total | 0.20% | 0.30% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||
Jul. 29, 2024 | Apr. 23, 2024 USD ($) | Dec. 16, 2022 USD ($) incentivePlan | Sep. 30, 2024 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2024 USD ($) | Sep. 30, 2023 USD ($) | Mar. 31, 2024 USD ($) | Jan. 30, 2023 USD ($) | Oct. 03, 2022 USD ($) | Apr. 18, 2022 cause | Feb. 18, 2022 advisor | Dec. 31, 2020 USD ($) | 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 | $ 200 | $ 1,600 | $ 300 | $ 3,300 | ||||||||||||||
Potential gross capital commitments | $ 47,200 | $ 47,200 | $ 47,800 | |||||||||||||||
Portfolio percentage of unfunded commitment | 90% | 90% | ||||||||||||||||
Release of loss contingency related to arbitration award | $ 0 | $ 0 | $ 54,973 | $ 0 | $ 55,000 | |||||||||||||
Bayati Action | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Complaint filing period | 20 days | |||||||||||||||||
Paul Capital Advisors Lawsuit | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Number of trust advisors | advisor | 2 | |||||||||||||||||
Number of new causes of action | cause | 6 | |||||||||||||||||
Maximum potential negative impact | $ 350,000 | |||||||||||||||||
Private Arbitration | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Incentive plans terminated | incentivePlan | 2 | |||||||||||||||||
Damages sought | $ 36,300 | |||||||||||||||||
Loss contingency | $ 55,300 | |||||||||||||||||
Legal fees | $ 100 | |||||||||||||||||
Relief motion filing period | 20 days | |||||||||||||||||
Chapter 11 Cases | Minimum | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Maximum potential negative impact | $ 155,000 | |||||||||||||||||
Chapter 11 Cases | Maximum | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Maximum potential negative impact | 382,000 | |||||||||||||||||
Official Committee of Bondholders Motion | ||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||
Maximum 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 ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2024 | Sep. 30, 2023 | Sep. 30, 2024 | Sep. 30, 2023 | |
Class of Stock [Line Items] | ||||
Cash paid for interest | $ 1,500 | $ 0 | ||
Reclass of BCH Preferred A.0 from temporary to permanent equity | $ (125,526) | 125,526 | 699,441 | |
Preferred A.0 Unit Accounts guaranteed payment accrual | 8,800 | (8,300) | ||
Issuance of noncontrolling interest in connection with recent financings | 673 | 673 | (4,290) | |
Distributions payable to charitable beneficiaries | (300) | (600) | ||
Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return | 0 | |||
Distribution to noncontrolling interest | 1,100 | |||
Noncontrolling interests (Note 10) | ||||
Class of Stock [Line Items] | ||||
Reclass of BCH Preferred A.0 from temporary to permanent equity | 125,526 | 125,526 | 699,441 | |
Issuance of noncontrolling interest in connection with recent financings | $ 79 | 79 | ||
Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return | 6,942 | |||
Settlement of Liability Assumed at De-SPAC | ||||
Class of Stock [Line Items] | ||||
Issuance of noncontrolling interest in connection with recent financings | $ 307 | 1,250 | 3,995 | |
Recent Financings | ||||
Class of Stock [Line Items] | ||||
Issuance of noncontrolling interest in connection with recent financings | 3,410 | 2,555 | 8,696 | |
Recent Financings | Noncontrolling interests (Note 10) | ||||
Class of Stock [Line Items] | ||||
Issuance of noncontrolling interest in connection with recent financings | (3,193) | (3,060) | ||
Class A common stock | Settlement of Liability Assumed at De-SPAC | ||||
Class of Stock [Line Items] | ||||
Issuance of noncontrolling interest in connection with recent financings | $ 1,200 | 4,000 | ||
Class A common stock | Post De-SPAC Transaction | ||||
Class of Stock [Line Items] | ||||
Issuance of noncontrolling interest in connection with recent financings | 5,300 | |||
BCG Class A Units Received | ||||
Class of Stock [Line Items] | ||||
Exchange of preferred stock | 793,400 | |||
Preferred Series B Subclass 2 | ||||
Class of Stock [Line Items] | ||||
Exchange of preferred stock | 791,900 | |||
Preferred Series A Subclass 1 | ||||
Class of Stock [Line Items] | ||||
Exchange of preferred stock | 193,900 | |||
Preferred Series A Subclass 1 | Noncontrolling interests (Note 10) | ||||
Class of Stock [Line Items] | ||||
Reclass of BCH Preferred A.0 from temporary to permanent equity | 699,441 | |||
Deemed dividend for BCG Preferred B.2 Unit Accounts preferred return | 6,942 | |||
Preferred Series C Subclass 1 | ||||
Class of Stock [Line Items] | ||||
Exchange of preferred stock | 205,800 | |||
Series B Preferred Stock | Recent Financings | ||||
Class of Stock [Line Items] | ||||
Issuance of noncontrolling interest in connection with recent financings | 37,649 | 37,649 | ||
Series B Preferred Stock | Recent Financings | Noncontrolling interests (Note 10) | ||||
Class of Stock [Line Items] | ||||
Issuance of noncontrolling interest in connection with recent financings | $ 942 | 942 | ||
Class S Ordinary | ||||
Class of Stock [Line Items] | ||||
Exchange of preferred stock | $ 3,900 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2024 | Mar. 31, 2024 | Sep. 30, 2023 | Mar. 31, 2023 |
Offsetting [Abstract] | ||||
Cash and cash equivalents | $ 4,482 | $ 7,913 | ||
Restricted cash | 314 | 64 | ||
Total cash, cash equivalents and restricted cash | $ 4,796 | $ 7,977 | $ 2,414 | $ 9,545 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 13, 2024 | Aug. 14, 2024 | Aug. 06, 2024 | Oct. 02, 2024 | Sep. 30, 2024 | Mar. 31, 2024 | Jun. 07, 2023 |
Subsequent Event [Line Items] | |||||||
Securities exercisable (in shares) | 1,325,382 | ||||||
Class A common stock | |||||||
Subsequent Event [Line Items] | |||||||
Securities exercisable (in shares) | 662,691 | 1,325,382 | |||||
Convertible debt | |||||||
Subsequent Event [Line Items] | |||||||
Securities exercisable (in shares) | 1,325,382 | ||||||
Securities Purchase Agreement | Convertible debt | |||||||
Subsequent Event [Line Items] | |||||||
Conversion amount | $ 2 | $ 2 | |||||
Subsequent Event | Class A common stock | |||||||
Subsequent Event [Line Items] | |||||||
Securities exercisable (in shares) | 662,691 | ||||||
Subsequent Event | Securities Purchase Agreement | Convertible debt | |||||||
Subsequent Event [Line Items] | |||||||
Conversion amount | $ 2 | ||||||
Proceeds from purchase agreement | $ 1.8 | ||||||
Class A common stock | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares authorized (in shares) | 18,750,000 | 18,750,000 | |||||
Price per unit (in dollars per share) | $ 1.23 | ||||||
Securities exercisable (in shares) | 1 | ||||||
Class A common stock | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, shares authorized (in shares) | 5,000,000,000 |