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Fair Value Measurements | 9 Months Ended
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Dec. 31, 2023
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 December 31, 2023 and March 31, 2023, the fair value of these investments using the NAV per share practical expedient was $302.8 million and $385.9 million, respectively. During the three months ended December 31, 2023 and 2022, gains of $7.4 million and $11.5 million, respectively, were recognized from changes in NAV, which are recorded within the investment income (loss), net, line item of our consolidated statements of comprehensive income (loss). During the nine months ended December 31, 2023 and 2022, a $7.9 million gain and $30.7 million loss, 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 December 31, 2023 and March 31, 2023 are presented below.
|  | As of December 31, 2023
(Dollars in thousands) |  | Level 1 |  | Level 2 |  | Level 3 |  | Total
Assets: |  |  |  |  |  |  |  |
Public equity securities |  | $ | 4,210 |  |  | $ | — |  |  | $ | — |  |  | $ | 4,210 |
Other equity interests |  | — |  |  | 3,797 |  |  | — |  |  | 3,797 |
Debt securities available-for-sale, other |  | — |  |  | 998 |  |  | 2,129 |  |  | 3,127 |
Liabilities: |  |  |  |  |  |  |  |
Warrant liability |  | 161 |  |  | — |  |  | — |  |  | 161 |
Prepaid forward liability |  | 12 |  |  | — |  |  | — |  |  | 12 |
|  | As of March 31, 2023
(Dollars in thousands) |  | Level 1 |  | Level 2 |  | Level 3 |  | Total
Assets: |  |  |  |  |  |  |  |
Public equity securities |  | $ | 8,837 |  |  | $ | — |  |  | $ | — |  |  | $ | 8,837 |
Put options |  | 3,991 |  |  | — |  |  | — |  |  | 3,991 |
Debt securities available-for-sale |  |  |  |  |  |  |  |
Corporate debt securities (L Bonds) |  | — |  |  | 73,822 |  |  | — |  |  | 73,822 |
Other debt securities |  | — |  |  | 998 |  |  | 2,078 |  |  | 3,076 |
Liabilities: |  |  |  |  |  |  |  |
Derivative liability |  | — |  |  | — |  |  | 3,513 |  |  | 3,513 |
A reconciliation of gain (loss) on financial instruments, net for each of the periods presented herein is included in the tables below (in thousands):
|  | Three Months Ended December 31, |  | Nine Months Ended December 31,
|  | 2023 |  | 2022 |  | 2023 |  | 2022
Public equity securities: |  |  |  |  |  |  |  |
Related party equity securities |  | $ | — |  |  | $ | (20,480) |  |  | $ | (3,702) |  |  | $ | (63,044) |
Other public equity securities |  | (189) |  |  | 3 |  |  | (925) |  |  | (6) |
Put options |  | — |  |  | (3,825) |  |  | (3,023) |  |  | (1,081) |
Warrant liability |  | 795 |  |  | — |  |  | 2,494 |  |  | — |
Prepaid forward liability |  | 61 |  |  | — |  |  | (12) |  |  | — |
Derivative liability |  | — |  |  | 1,275 |  |  | 1,581 |  |  | 5,078 |
Other equity securities and interests |  |  |  |  |  |  |  |
Related party, with a readily determinable fair value(1) |  | (18,691) |  |  | — |  |  | (60,515) |  |  | — |
Other, without a readily determinable fair value |  | — |  |  | (16) |  |  | (158) |  |  | 2,952 |
Gain (loss) on financial instruments, net |  | $ | (18,024) |  |  | $ | (23,043) |  |  | $ | (64,260) |  |  | $ | (56,101) |
(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 nine months ended December 31, 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 with a readily determinable fair value As of December 31, 2023, the fair value of these equity interests is calculated using quoted prices for similar instruments observed in the fixed income market and is classified as a Level 2 investment in the fair value hierarchy. Investment in debt securities available-for-sale Corporate debt securities. As of March 31, 2023, the fair value of these debt securities is calculated using quoted spreads for similar instruments observed in the fixed income market and is classified as a Level 2 investment in the fair value hierarchy. 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
December 31, 2023 |  | $ | 2,129 |  |  | Market Approach |  | Enterprise value-to-revenue multiple |  | 0.2x - 18.9x |  | 1.80x
March 31, 2023 |  | $ | 2,078 |  |  | Market Approach |  | Enterprise value-to-revenue multiple |  | 0.2x - 18.9x |  | 1.74x
The following table reconciles the beginning and ending fair value of our Level 3 other debt securities:
(Dollars in thousands) |  | Three Months Ended December 31, |  | Nine Months Ended December 31,
|  | 2023 |  | 2022 |  | 2023 |  | 2022
Beginning balance |  | $ | 2,079 |  |  | $ | 2,468 |  |  | $ | 2,078 |  |  | $ | 3,000 |
Gains (losses) recognized in accumulated other comprehensive income (loss)(1) |  | 50 |  |  | 34 |  |  | 51 |  |  | (498) |
Ending balance |  | $ | 2,129 |  |  | $ | 2,502 |  |  | $ | 2,129 |  |  | $ | 2,502 |
(1) Recorded in unrealized gain (loss) on available-for-sale debt securities. Derivative liability The fair value of the contingent interest feature derivative liability, as discussed in Note 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 provides quantitative information about the significant unobservable inputs used in the fair value measurement of the Level 3 derivative liability as of March 31, 2023 (dollars in thousands):
|  | Fair Value |  | Valuation Methodology |  | Unobservable Inputs |  | Range of Targets
March 31, 2023 |  | $ | 3,513 |  |  | Discounted cash flow |  | Alternative asset beta to equity markets |  | 0.42 - 1.67
|  |  |  |  |  | Alternative asset market discount rate |  | 0.10
|  |  |  |  |  | Distribution rate |  | 0.03 - 0.06
|  |  |  |  |  | Equity market risk premiums |  | 0.07
|  |  |  |  |  | Net asset value volatilities |  | 0.09 - 0.84
|  |  |  |  |  | Enhanced return discount rate |  | 0.12
The following table reconciles the beginning and ending fair value of our Level 3 derivative liability:
|  | Three Months Ended December 31, |  | Nine Months Ended December 31,
|  | 2023 |  | 2022 |  | 2023 |  | 2022
Beginning balance |  | $ | 1,932 |  |  | $ | 4,305 |  |  | $ | 3,513 |  |  | $ | 8,108 |
Gains recognized in earnings(1) |  | — |  |  | (1,275) |  |  | (1,581) |  |  | (5,078) |
Gain recognized in loss on extinguishment of debt, net |  | (1,932) |  |  | — |  |  | (1,932) |  |  | — |
Ending balance |  | $ | — |  |  | $ | 3,030 |  |  | $ | — |  |  | $ | 3,030 |
(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 December 31, 2023 and March 31, 2023, respectively. Financial instruments on a non-recurring basis Equity securities without a readily determinable fair value Certain of the Customer ExAlt Trusts hold investments in equity securities that do not have a readily determinable fair value. These equity securities are measured 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 $64.5 million and $21.6 million as of December 31, 2023 and March 31, 2023, respectively. Additionally, as of December 31, 2023, one security has cumulative upward adjustments of $10.8 million based upon observable price changes, including a recent equity offering and stock to stock transactions. During the three and nine months ended December 31, 2022, the security received an upward adjustment of nil and $3.3 million, respectively. No such adjustments were made during the three and nine months ended December 31, 2023. Goodwill During the first, second and third fiscal quarters of 2024, primarily as a result of a significant, sustained decline in our Class A common stock price and the Company’s related market capitalization, we concluded that it was more likely than not that the fair value of our reporting units was below their carrying amount and resulted in us performing an interim impairment assessment. As a result, we wrote the carrying value of the Ben Liquidity and Ben Custody reporting units down to their estimated fair value and recognized a non-cash goodwill impairment charge of $1.1 billion, $306.7 million and $883.2 million during the three months ended June 30, 2023, September 30, 2023 and December 31, 2023, respectively, which is reflected in loss on impairment of goodwill in the consolidated statements of comprehensive income (loss). Prior to the goodwill impairment recorded during the first quarter of 2024, the Company had not previously recorded any impairments of goodwill. As such, the cumulative impairment loss as of December 31, 2023, is $2.3 billion. The Company computed the fair value of each reporting unit by computing the overall enterprise value of the Company by valuing its various equity instruments, primarily based on the Class A common stock price per share. The overall enterprise value was allocated to each reporting units using the discounted cash flow method to estimate the relative value of each reporting unit based on their future cash flows using a multi-year forecast, and a terminal value calculated using a long-term growth rate that was informed based on our industry, analyst reports of a public company peer set, current and expected future economic conditions and management expectations. The discount rate used to discount these future cash flows was determined using a capital asset pricing model based on the market value of equity of a public company peer set, adjusted for risk characteristics and expectations specific to the reporting unit, combined with an assessment of the cost of debt. The discount rates used for each reporting unit in the June 30, 2023 impairment analysis ranged from 24.8% to 25.6%, and the Company applied a terminal year long-term growth rate of 3.0% for each reporting unit. Subsequent to the impairment, there was no excess of reporting unit fair value over carrying value for Ben Liquidity or Ben Custody. The discount rates used for each reporting unit in the September 30, 2023 impairment analysis ranged from 25.3% to 26.2%, and the Company applied a terminal year long-term growth rate of 3.0% for each reporting unit. Subsequent to the impairment, there was no excess of reporting unit fair value over carrying value for Ben Liquidity or Ben Custody as of September 30, 2023. The discount rates used for each reporting unit in the December 31, 2023 impairment analysis ranged from 26.3% to 27.2%, and the Company applied a terminal year long-term growth rate of 3.0% for each reporting unit. Subsequent to the impairment, there was no excess of reporting unit fair value over carrying value for Ben Liquidity or Ben Custody as of December 31, 2023. One reporting unit (Ben Markets) had a negative carrying amount of net assets as of June 30, 2023, September 30, 2023 and December 31, 2023, and goodwill of approximately $9.9 million. The change in goodwill at each reporting unit was as follows:
|  | March 31, 2023 |  | Impairment |  | December 31, 2023
Ben Liquidity |  | $ | 1,725,880 |  |  | $ | (1,725,880) |  |  | $ | — |
Ben Custody |  | 594,219 |  |  | (554,607) |  |  | 39,612 |
Ben Insurance |  | 37,942 |  |  | (5,725) |  |  | 32,217 |
Ben Markets |  | 9,885 |  |  | — |  |  | 9,885 |
Total Goodwill |  | $ | 2,367,926 |  |  | $ | (2,286,212) |  |  | $ | 81,714 |
There were no other assets or liabilities measured at fair value on a non-recurring basis as of December 31, 2023 and March 31, 2023. Carrying amounts and estimated fair values The estimated fair value of financial instruments, whether or not recognized in the consolidated statements of financial condition, for which it is practicable to estimate those values, are disclosed below. These fair value estimates are determined based on relevant market information and information about the financial instruments. Fair value estimates are intended to represent the price at which an asset could be sold or the price at which a liability could be transferred. However, our estimates of many of these fair values are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimated values. Nonfinancial instruments are excluded from disclosure requirements. The carrying amounts and estimated fair values of the Company’s financial instruments not recorded at fair value as of December 31, 2023 and March 31, 2023, were as noted in the table below:
| As of December 31, 2023
(Dollars in thousands) | Level in Fair Value Hierarchy |  | Carrying Amount |  | Estimated Fair Value
Financial assets: |  |  |  |  |
Cash and cash equivalents | 1 |  | $ | 11,248 |  |  | $ | 11,248 |
Restricted cash | 1 |  | 20 |  |  | 20 |
Financial liabilities: |  |  |  |  |
Debt due to related parties, net | 2 |  | 128,197 |  |  | 132,313 |
Accounts payable and accrued expenses | 1 |  | 96,194 |  |  | 96,194 |
| As of March 31, 2023
(Dollars in thousands) | Level in Fair Value Hierarchy |  | Carrying Amount |  | Estimated Fair Value
Financial assets: |  |  |  |  |
Cash and cash equivalents | 1 |  | $ | 8,726 |  |  | $ | 8,726 |
Restricted cash | 1 |  | 819 |  |  | 819 |
Financial liabilities: |  |  |  |  |
Customer ExAlt Trusts loan payable, net | 2 |  | 52,129 |  |  | 56,635 |
Debt due to related parties, net | 2 |  | 99,314 |  |  | 96,465 |
Accounts payable and accrued expenses | 1 |  | 65,724 |  |  | 65,724 |

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2 + Details
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