UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 31, 2020
GWG Holdings, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 001-36615
| Delaware | 26-2222607 | |
| (State
or other jurisdiction of incorporation) |
(IRS
Employer Identification No.) |
325 North St. Paul Street, Suite 2650, Dallas, TX 75201
(Address of principal executive offices, including zip code)
(612) 746-1944
(Registrant’s telephone number, including area code)
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Shares | GWGH | Nasdaq Capital Markets |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On March 31, 2020, GWG Holdings, Inc. issued a press release reporting the financial results for its fourth fiscal quarter ended December 31, 2019. The full text of the press release is furnished as Exhibit 99.1 to this Form 8-K.
The information in this Current Report on Form 8-K, including the information contained in the press release furnished as Exhibit 99.1, is deemed to be “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release dated March 31, 2020 (filed herewith) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GWG HOLDINGS, INC. | ||
| Date: March 31, 2020 | By: | /s/ Timothy Evans |
| Name: | Timothy Evans | |
| Title: | Chief Financial Officer | |
2
Exhibit 99.1
GWG HOLDINGS, Inc. ReportS Results for THE FOURTH Quarter AND FULL YEAR ENDED DECEMBER 31, 2019
DALLAS – March 31, 2020 – GWG Holdings, Inc. (Nasdaq: GWGH), a financial services holding company committed to transforming the alternative asset industry through innovative liquidity products and related services for the owners of illiquid alternative investments, announced on March 27, 2020 its financial and operating results in its Annual Report on Form 10-K for the fourth quarter and full year ended December 31, 2019.
Recent Corporate Events
| ● | On December 31, 2019, GWGH and The Beneficient Company Group, L.P. (Ben LP) and related entities (collectively, Ben) completed transactions that resulted in GWGH and Ben being consolidated for accounting and financial reporting purposes: |
| o | GWGH acquired the right to appoint a majority of the board of directors of Beneficient Management, L.L.C., the general partner of Ben LP. |
| o | The consolidation resulted in a balance sheet with $3.6 billion of total assets, $1.8 billion of total liabilities and $1.8 billion of total equity, including redeemable non-controlling interests. |
| o | The $3.6 billion of consolidated total assets includes $2.4 billion of goodwill resulting from business combination accounting. |
| o | GWGH recognized a pre-tax gain of $249.7 million related to the increase in the value of GWGH’s pre-existing investment in Ben, due to a one-time remeasurement arising from the change-in-control of Ben. |
| o | All employees at GWGH and Ben are now under one corporate structure with the headquarters of the consolidated company in Dallas. |
| ● | Corporate events occurring in Q1 2020: |
| o | Reported life insurance policy realizations of $24.2 million from 18 policies through March 27, 2020. |
| o | Given the uncertainty of the full financial and social impact of the COVID-19 pandemic, management has taken actions to ensure clients will have continued access to their investments and the Company’s services. As discussed in our recent press release, GWGH believes our portfolio of life insurance policies in conjunction with Ben’s diversified loan portfolio positions are well positioned to withstand periods of volatility and negative performance in the stock and bond markets. |
Fourth Quarter and Full Year 2019 Financial and Operating Highlights
| ● | Reported 2019 net income of $91.2 million due to a one-time remeasurement of GWGH’s investment in Ben arising from the change-in-control, which resulted in basic and diluted earnings per share of $2.76 and $2.65, respectively. This is the first reported profit since GWGH began trading on Nasdaq in 2014. |
| ● | Reported continued record realizations from our life insurance portfolio: |
| o | Realized $44.2 million of face amount of policy benefits from 25 life insurance policies during the quarter. |
| o | Total 2019 realizations of $125.1 million from 86 policies compared to $71.1 million from 62 policies for 2018. |
| o | Ended the quarter with a life insurance portfolio of $2.0 billion in face amount of policy benefits consisting of 1,151 policies. |
| ● | Continued developments raising capital to fund business through the L Bond investment product: |
| o | L Bond sales for fourth quarter of $125.2 million. |
| o | Hired five new sales executives with strong experience in the sales and marketing of alternative investments; added two new territories for the more than 120 independent broker-dealers and RIAs who offer GWGH’s investment products. |
1
| ● | Continued shift in focus to investment in Beneficient and management of the existing $2 billion portfolio of life insurance policies and away from new life insurance policy acquisition. As part of that strategic shift, GWGH has ended our Life Care Exchange program for purchasing policies. |
| ● | Reported total liquidity (cash, restricted cash, policy benefits receivable and fees receivable) of $151.5 million at December 31, 2019. |
“2019 was a pivotal year for the organization,” said Murray Holland, GWGH’s Chief Executive Officer. “In consolidating the two companies’ financial statements, we have in place the key pieces we need to provide solutions to a growing market of investors who need liquidity. The expanded balance sheet and reduced debt ratios of the combined companies are important steps for GWGH, its investors, and clients.”
| 1. | Financial & Operating Highlights |
| ($ Thousands except per share information) | Q4 2019 | Q4 2018 | FY 2019 | FY 2018 | ||||||||||||
| Revenue | $ | 20,838 | $ | (60,184 | ) | $ | 92,276 | $ | (390 | ) | ||||||
| Expenses | 44,458 | 39,528 | 171,873 | 119,079 | ||||||||||||
| Income Tax Expense | 57,933 | — | 57,933 | — | ||||||||||||
| Earnings (Loss) from Equity Method Investments | (3,706 | ) | 18 | (4,077 | ) | 18 | ||||||||||
| Gain on Consolidation of Equity Method Investment | 249,716 | — | 249,716 | — | ||||||||||||
| Net Income (Loss) | 164,457 | (99,694 | ) | 108,109 | (119,451 | ) | ||||||||||
| Preferred Stock Dividends | 4,137 | 4,306 | 16,943 | 16,663 | ||||||||||||
| Net Income Attributable to Common Shareholders | 160,320 | (104,000 | ) | 91,166 | (136,114 | ) | ||||||||||
| Per Share Data: | ||||||||||||||||
| Net Income (Loss)1 | 4.56 | (15.16 | ) | 2.65 | (22.32 | ) | ||||||||||
| Capital Raised (L Bonds) | 125,158 | 97,883 | 403,397 | 370,203 | ||||||||||||
| Liquidity2 | 151,530 | 141,897 | 151,530 | 141,897 | ||||||||||||
| Life Insurance Portfolio3 | 2,020,973 | 2,047,992 | 2,020,973 | 2,047,992 | ||||||||||||
| Life Insurance Acquired3 | 995 | 107,478 | 97,316 | 440,569 | ||||||||||||
| Face Value of Matured Policies | 44,221 | 20,991 | 125,148 | 71,090 | ||||||||||||
| TTM Benefits / Premiums4 | 196.0 | % | 135.0 | % | 166.0 | % | 135.0 | % | ||||||||
| (1) | Per diluted common share outstanding |
| (2) | Includes cash, restricted cash, policy benefits receivable and fees receivable |
| (3) | Face amount of policy benefits |
| (4) | The ratio of policy benefits realized to premiums paid on a trailing twelve month (TTM) basis |
| 2. | Revenue and Expense Discussion |
Fourth Quarter 2019 vs. Fourth Quarter 2018:
| ● | Total revenue was $20.8 million in the current period, compared to ($60.2) million in the prior period primarily due to: |
| o | A net charge of $87.1 million in Q4 2018 resulting from the adoption of a new life insurance portfolio valuation methodology. |
| o | Unrealized gain on acquisition was $6.1 million lower, reflecting lower policy acquisition volume – $1.0 million of face value acquired in the current period compared to $30.1 million in the prior period. |
| o | Net revenue recognized at matured policy event was $11.5 million higher due to increased realization of policy benefits – $44.2 million of life insurance policy benefits realized in the current period compared to $21.0 million in the prior period. |
| o | Change in estimated probabilistic cash flows net of premium and fees was $7.0 million lower. |
| o | Loss attributed to change in life expectancy evaluation was $2.3 higher. |
| o | Net interest income on the Company’s commercial loan, exchange note, and Liquid Trust note was $2.4 million lower. |
| o | Other interest income increased $0.2 million. |
2
| ● | Total expenses were $45.1 million in the current period, compared to $39.5 million in the prior period primarily due to: |
| o | Interest and fees increased by $6.0 million. This increase was driven by increased interest on L Bonds of $6.2 million as a result of additional amounts outstanding, partially offset by a decrease in interest on the Company’s senior credit facility of $0.2 million. |
| o | Operating expenses decreased by $0.4 million. Compensation and professional expenses increased by $3.0 million and $0.8 million, respectively, primarily resulting from performance share unit expense and retention incentives associated with the Purchase and Contribution transaction (the strategic transaction with Ben which occurred in April 2019), as well as increases in legal, audit and other professional fees. Other expenses decreased by $4.2 million due to a decrease in bad debt expense related to a specific life insurance policy that we deemed uncollectable in 2018. |
Full Year 2019 vs. Full Year 2018:
| ● | Total revenue was $92.3 million in the current period, compared to ($0.4) million in the prior period primarily due to: |
| o | A net charge of $87.1 million in 2018 resulting from the adoption of a new life insurance portfolio valuation methodology. |
| o | Net revenue recognized at matured policy event was $40.6 million higher, charges on life expectancy updates were $2.5 million lower, unrealized gain on acquisition was $21.1 million lower (as a result of lower life insurance purchases), and a change in estimated probabilistic cash flows net of premiums and fees and change in life expectancy was $19.7 million lower as compared to the prior period. |
| o | Interest income from the commercial loan, exchangeable note, and Liquid Trust promissory note increased $3.1 million and other income increased $0.2 million. |
| ● | Total expenses were $171.9 million in the current period, compared to $119.1 million in the prior period primarily due to: |
| o | Interest and fees increased by $34.7 million year over year. Outstanding L Bonds increased over this time period resulting in $22.7 million of additional interest expense, Seller Trust L Bonds, which were issued in August 2018, increased interest expense by $16.7 million and senior credit facility interest decreased by $4.7 million. |
| o | Operating expenses increased by $18.8 million. Compensation and professional expenses increased by $10.9 million and $7.3 million, respectively, primarily resulting from performance share unit expense and retention incentives associated with the Purchase and Contribution transaction, as well as increases in legal and professional fees. |
| 3. | Life Insurance Portfolio Statistics |
Portfolio Summary:
| Total life insurance portfolio face value of policy benefits (in thousands) | $ | 2,020,973 | ||
| Average face value per policy (in thousands) | $ | 1,756 | ||
| Average face value per insured life (in thousands) | $ | 1,883 | ||
| Weighted average age of insured (years)* | 82.4 | |||
| Weighted average life expectancy estimate (years)* | 7.2 | |||
| Total number of policies | 1,151 | |||
| Number of unique lives | 1,073 | |||
| Demographics | 74% Male; 26% Female | |||
| Number of smokers | 48 | |||
| Largest policy as % of total portfolio face value | 0.66 | % | ||
| Average policy as % of total portfolio face value | 0.09 | % | ||
| Average annual premium as % of face value | 3.3 | % |
| * | Averages presented in the table are weighted averages. |
3
Distribution of Policies and Benefits by Current Age of Insured:
| Percentage of Total | ||||||||||||||||||||||||||
| Min Age | Max Age | Number of Policies | Policy Benefits (in thousands) | Number of Policies | Policy Benefits | Wtd. Avg. LE (years) | ||||||||||||||||||||
| 95 | 101 | 17 | $ | 34,402 | 1.5 | % | 1.7 | % | 2.2 | |||||||||||||||||
| 90 | 94 | 145 | 283,442 | 12.6 | % | 14.0 | % | 3.3 | ||||||||||||||||||
| 85 | 89 | 238 | 556,090 | 20.7 | % | 27.5 | % | 5.0 | ||||||||||||||||||
| 80 | 84 | 251 | 463,047 | 21.8 | % | 22.9 | % | 7.7 | ||||||||||||||||||
| 75 | 79 | 224 | 347,952 | 19.4 | % | 17.2 | % | 9.8 | ||||||||||||||||||
| 70 | 74 | 205 | 264,496 | 17.8 | % | 13.1 | % | 11.0 | ||||||||||||||||||
| 60 | 69 | 71 | 71,544 | 6.2 | % | 3.6 | % | 11.4 | ||||||||||||||||||
| Total | 1,151 | $ | 2,020,973 | 100.0 | % | 100.0 | % | 7.2 | ||||||||||||||||||
| 4. | Life Insurance Policy Originations |
Life Insurance Portfolio Activity:
Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Total policy benefits purchased (in thousands) | $ | 995 | $ | 107,478 | $ | 97,316 | $ | 440,569 | ||||||||
| Life insurance policies purchased | 2 | 85 | 83 | 318 | ||||||||||||
| Average policy benefit purchased (in thousands) | $ | 497 | $ | 1,264 | $ | 1,172 | $ | 1,385 | ||||||||
| Direct policy benefits purchased (in thousands) | $ | — | $ | 12,870 | $ | 19,397 | $ | 42,432 | ||||||||
| Direct insurance policies purchased | — | 12 | 27 | 51 | ||||||||||||
| 5. | Ben’s Collateral Portfolio Information |
As of December 31, 2019, Ben’s loan portfolio had exposure to 117 professionally managed alternative investment funds, comprised of 362 underlying investments, and approximately 96 percent of Ben’s loan portfolio was backed by investments in private companies. Ben’s loan portfolio diversification spans across these industry sectors, investment strategy types and geographic regions:
Assets in the collateral portfolio consist primarily of interests in alternative investment vehicles (also referred to as “funds”) that are managed by a group of U.S. and non-U.S. based alternative asset management firms that invest in a variety of financial markets and utilize a variety of investment strategies. The vintages of the funds in the collateral portfolio as of December 31, 2019 ranged from 1998 to 2011.
4
| 6. | Additional Information |
Gain (Loss) on Life Insurance Policies (in thousands):
| Three Months Ended December 31, | Years Ended December 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Change in estimated probabilistic cash flows(1) | $ | 15,025 | $ | 19,961 | $ | 67,186 | $ | 75,444 | ||||||||
| Unrealized gain on acquisitions(2) | 146 | 6,227 | 6,921 | 28,017 | ||||||||||||
| Premiums and other annual fees | (16,522 | ) | (14,417 | ) | (65,577 | ) | (54,087 | ) | ||||||||
| Change in discount rates(3)(4) | — | — | — | — | ||||||||||||
| Change in life expectancy evaluation(5) | (2,332 | ) | — | (2,332 | ) | (4,890 | ) | |||||||||
| Change in life expectancy evaluation methodology(6) | — | (87,100 | ) | — | (87,100 | ) | ||||||||||
| Face value of matured policies | 44,221 | 71,090 | 125,148 | 71,090 | ||||||||||||
| Fair value of matured policies | (24,436 | ) | (12,696 | ) | (56,026 | ) | (42,579 | ) | ||||||||
| Gain (loss) on life insurance policies, net | $ | 16,102 | $ | (67,035 | ) | $ | 75,320 | $ | (14,105 | ) | ||||||
| (1) | Change in fair value of expected future cash flows relating to the investment in life insurance policies that are not specifically attributable to changes in life expectancy, discount rate changes or policy maturity events. |
| (2) | Gain resulting from fair value in excess of the purchase price for life insurance policies acquired during the reporting period. |
| (3) | The discount rate applied to estimate the fair value of the portfolio of life insurance policies we own was 8.25% at the end of all periods presented. |
| (4) | The discount rate of 8.25% is based on the “longest life expectancy” methodology, which was adopted at December 31, 2018. |
| (5) | The change in fair value due to updating life expectancy estimates on certain life insurance policies in the portfolio. |
| (6) | The change in fair value due to the adoption of the Longest Life Expectancy methodology on life insurance policies in portfolio, partially offset by the impact of a decrease in the discount rate. |
Policy Benefits Realized and Premiums Paid (TTM):
| Quarter End Date | Portfolio Face Amount ($ in thousands) | 12-Month Trailing Benefits Realized ($ in thousands) | 12-Month Trailing Premiums Paid ($ in thousands) | 12-Month Trailing Benefits/Premium Coverage | ||||||||||||
| September 30, 2015 | $ | 878,882 | $ | 4,482 | $ | 25,313 | 175.7 | % | ||||||||
| December 31, 2015 | 944,844 | 31,232 | 26,650 | 117.2 | % | |||||||||||
| March 31, 2016 | 1,027,821 | 21,845 | 28,771 | 75.9 | % | |||||||||||
| June 30, 2016 | 1,154,798 | 30,924 | 31,891 | 97.0 | % | |||||||||||
| September 30, 2016 | 1,272,078 | 35,867 | 37,055 | 96.8 | % | |||||||||||
| December 31, 2016 | 1,361,675 | 48,452 | 40,239 | 120.4 | % | |||||||||||
| March 31, 2017 | 1,447,558 | 48,189 | 42,753 | 112.7 | % | |||||||||||
| June 30, 2017 | 1,525,363 | 49,295 | 45,414 | 108.5 | % | |||||||||||
| September 30, 2017 | 1,622,627 | 53,742 | 46,559 | 115.4 | % | |||||||||||
| December 31, 2017 | 1,676,148 | 64,719 | 52,263 | 123.8 | % | |||||||||||
| March 31, 2018 | 1,758,066 | 60,248 | 53,169 | 113.3 | % | |||||||||||
| June 30, 2018 | 1,849,079 | 76,936 | 53,886 | 142.8 | % | |||||||||||
| September 30, 2018 | 1,961,598 | 75,161 | 55,365 | 135.8 | % | |||||||||||
| December 31, 2018 | 2,047,992 | 71,090 | 52,675 | 135.0 | % | |||||||||||
| March 31, 2019 | 2,098,428 | 87,045 | 56,227 | 154.8 | % | |||||||||||
| June 30, 2019 | 2,088,445 | 82,421 | 59,454 | 138.6 | % | |||||||||||
| September 30, 2019 | 2,064,156 | 101,918 | 61,805 | 164.9 | % | |||||||||||
| December 31, 2019 | 2,020,973 | 125,148 | 63,851 | 196.0 | % | |||||||||||
5
Webcast/Conference Call Details
Management will host a webcast/conference call Tuesday, March 31, 2020 at 4:30 p.m. EDT to discuss our financial and operating results. The webcast will give viewers audio and access to PowerPoint slides that illustrate points made during the call. To register for the call and webcast, go to http://get.gwgh.com/q42019webcastinvite.
After the webcast is completed, a replay of it can be accessed at http://get.gwgh.com/q42019webcast.
About GWG Holdings, Inc.
GWG Holdings, Inc. (Nasdaq: GWGH), a financial services holding company committed to transforming the alternative asset industry through innovative liquidity products and related services for the owners of illiquid alternative investments, is the parent company of GWG Life, which owns a portfolio of $2.02 billion in face value of life insurance policy benefits as of December 31, 2019. GWGH has executed a series of strategic transactions with The Beneficient Company Group, L.P., a financial services company providing proprietary liquidity solutions to owners of alternative assets, resulting in the closer alignment of the two companies.
For more information about GWG Holdings, email info@gwgh.com or visit www.gwgh.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “would,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about our estimates regarding future revenue and financial performance. We may not actually achieve the expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the expectations disclosed in the forward-looking statements that we make. More information about potential factors that could affect our business and financial results is contained in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2020. Additional information will also be set forth in our future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that we make with the Securities and Exchange Commission. We do not intend, and undertake no duty, to release publicly any updates or revisions to any forward-looking statements contained herein.
Media Contact:
Dan Callahan
Director of Communication
GWG Holdings, Inc.
(612) 787-5744
dcallahan@gwgh.com
6
GWG HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
| December 31, | ||||||||
| 2019 | 2018 | |||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 79,073 | $ | 114,587 | ||||
| Restricted cash | 20,258 | 10,849 | ||||||
| Investment in life insurance policies, at fair value | 796,039 | 747,922 | ||||||
| Life insurance policy benefits receivable, net | 23,031 | 16,461 | ||||||
| Loan receivables | 232,344 | — | ||||||
| Fees receivable | 29,168 | — | ||||||
| Financing receivables from affiliates | 67,153 | 184,769 | ||||||
| Equity method investment | 1,761 | 360,842 | ||||||
| Other assets | 28,374 | 45,437 | ||||||
| Goodwill | 2,358,005 | — | ||||||
| TOTAL ASSETS | $ | 3,635,206 | $ | 1,480,867 | ||||
| LIABILITIES & STOCKHOLDERS’ EQUITY | ||||||||
| LIABILITIES | ||||||||
| Senior credit facility with LNV Corporation | $ | 174,390 | $ | 148,978 | ||||
| L Bonds | 926,638 | 651,403 | ||||||
| Seller Trust L Bonds | 366,892 | 366,892 | ||||||
| Other borrowings | 153,086 | — | ||||||
| Interest and dividends payable | 16,516 | 18,555 | ||||||
| Deferred revenue | 41,444 | — | ||||||
| Accounts payable and accrued expenses | 27,836 | 13,981 | ||||||
| Deferred tax liability | 57,923 | 13,981 | ||||||
| TOTAL LIABILITIES | 1,764,725 | 1,199,809 | ||||||
| Redeemable non-controlling interests | 1,269,654 | — | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| REDEEMABLE PREFERRED STOCK | ||||||||
| (par value $0.001; shares authorized 100,000; shares outstanding 84,636 and 97,524; liquidation preference of $85,130 and $98,093 as of December 31, 2019 and 2018, respectively) | 74,023 | 86,910 | ||||||
| SERIES 2 REDEEMABLE PREFERRED STOCK | ||||||||
| (par value $0.001; shares authorized 150,000; shares outstanding 147,164 and 148,359; liquidation preference of $148,023 and $149,225 as of December 31, 2019 and 2018, respectively) | 127,868 | 129,063 | ||||||
| COMMON STOCK | ||||||||
| (par value $0.001; shares authorized 210,000,000; shares issued and outstanding 30,533,793 as of December 31, 2019 and 33,018,161 as of December 31, 2018) | 33 | 33 | ||||||
| Common stock in treasury, at cost, 2,500,000 shares as of December 31, 2019 | (24,550 | ) | — | |||||
| Additional paid-in capital | 233,108 | 249,662 | ||||||
| Accumulated deficit | (76,501 | ) | (184,610 | ) | ||||
| TOTAL GWG HOLDINGS STOCKHOLDERS’ EQUITY | 333,979 | 281,058 | ||||||
| Non-controlling interests | 266,848 | — | ||||||
| TOTAL STOCKHOLDERS’ EQUITY | 600,827 | 281,058 | ||||||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ | 3,635,206 | $ | 1,480,867 | ||||
7
GWG HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands)
| Three Months Ended | Years Ended | |||||||||||||||
| December 31, 2019 | December 31, 2018 | December 31, 2019 | December 31, 2018 | |||||||||||||
| REVENUE | ||||||||||||||||
| Gain (loss) on life insurance policies, net | $ | 16,101 | $ | (67,035 | ) | $ | 75,320 | $ | (14,104 | ) | ||||||
| Interest and other income | 4,737 | 6,851 | 16,956 | 13,714 | ||||||||||||
| TOTAL REVENUE | 20,838 | (60,184 | ) | 92,276 | (390 | ) | ||||||||||
| EXPENSES | ||||||||||||||||
| Interest expense | 31,093 | 25,125 | 114,844 | 80,136 | ||||||||||||
| Employee compensation and benefits | 7,224 | 4,880 | 28,309 | 17,407 | ||||||||||||
| Legal and professional fees | 2,561 | 1,790 | 12,824 | 5,541 | ||||||||||||
| Other expenses | 3,580 | 7,732 | 15,896 | 15,995 | ||||||||||||
| TOTAL EXPENSES | 44,458 | 39,527 | 171,873 | 119,079 | ||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | (23,620 | ) | (99,711 | ) | (79,597 | ) | (119,469 | ) | ||||||||
| INCOME TAX EXPENSE (BENEFIT) | 57,933 | — | 57,933 | — | ||||||||||||
| NET INCOME (LOSS) BEFORE EARNINGS (LOSS) FROM EQUITY METHOD INVESTMENT | (81,553 | ) | (99,711 | ) | (137,530 | ) | (119,469 | ) | ||||||||
| Earnings (loss) from equity method investment | (3,706 | ) | 18 | (4,077 | ) | 18 | ||||||||||
| Gain on consolidation of equity method investment | 249,716 | — | 249,716 | — | ||||||||||||
| NET INCOME (LOSS) | 164,457 | (99,693 | ) | 108,109 | (119,451 | ) | ||||||||||
| Preferred stock dividends | 4,137 | 4,304 | 16,943 | 16,663 | ||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ | 160,320 | $ | (104,000 | ) | $ | 91,166 | $ | (136,114 | ) | ||||||
| NET INCOME (LOSS) PER COMMON SHARE | ||||||||||||||||
| Basic | $ | 4.85 | $ | (15.16 | ) | $ | 2.76 | $ | (22.32 | ) | ||||||
| Diluted | $ | 4.56 | $ | (15.16 | ) | $ | 2.65 | $ | (22.32 | ) | ||||||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||||||||||||||
| Basic | 33,033,536 | 6,861,799 | 33,016,007 | 6,098,208 | ||||||||||||
| Diluted | 35,135,436 | 6,861,799 | 35,219,442 | 6,098,208 | ||||||||||||
8