Filed pursuant to Rule 424(b)(3)
Registration No. 333-214896
PROSPECTUS SUPPLEMENT NO. 1
Supplement to Prospectus
dated
February 14, 2017
________________________
GWG HOLDINGS, INC.
________________________
Maximum of 150,000 Shares of Series 2 Redeemable Preferred Stock
This “Prospectus Supplement No. 1 — Supplement to Prospectus dated February 14, 2017,” supplements and amends our prospectus dated February 14, 2017 (referred to simply as our “prospectus”). You should read this supplement together with the prospectus since the information contained herein supplements and amends the information contained in the prospectus. Capitalized terms contained in this supplement have the same meanings as in the prospectus unless otherwise stated herein.
RECENT EVENTS
On March 15, 2017, we filed our Annual Report on Form 10-K for the period ended December 31, 2016. This prospectus supplement has been prepared primarily to set forth certain information contained in that report. You should be aware that other information contained in our Annual Report on Form 10-K for the period ended December 31, 2016, and not expressly set forth in this prospectus supplement, is nonetheless incorporated by reference into the prospectus. As a result, you should refer to and familiarize yourself with the full contents of that report. In particular, we specifically encourage you to read the “Risk Factors” section that report, the contents of which are not set forth in this prospectus supplement.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This supplement is part of the prospectus and either it or its contents must accompany the prospectus to satisfy the prospectus-delivery requirements under the Securities Act of 1933.
The date of this prospectus supplement is March 15, 2017
TABLE OF CONTENTS
|
|
|
Page |
|
RISK RELATING TO FORWARD-LOOKING STATEMENTS |
|
1 |
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION |
|
3 |
|
LIFE INSURANCE PORTFOLIO DETAIL (AS OF DECEMBER 31, 2016) |
|
18 |
|
FINANCIAL INFORMATION |
|
F-1 |
________________________
GWG Holdings, Inc.
220 South Sixth Street, Suite 1200
Minneapolis, MN 55402
Tel: (612) 746-1944
Fax: (612) 746-0445
i
RISK RELATING TO FORWARD-LOOKING STATEMENTS
Certain matters discussed in this prospectus supplement contain forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions about our operations and the investments we make, including, among other things, factors discussed under the heading “Risk Factors” in the prospectus and the following:
• changes in the secondary market for life insurance;
• changes resulting from the evolution of our business model and strategy with respect to the life insurance industry;
• our limited operating history;
• the valuation of assets reflected on our financial statements;
• the reliability of assumptions underlying our actuarial models, including our life expectancy estimates;
• our reliance on debt financing;
• risks relating to the validity and enforceability of the life insurance policies we purchase;
• risks relating to our ability to license and effectively apply technologies to improve and expand the scope of our business;
• our reliance on information provided and obtained by third parties;
• federal, state and FINRA regulatory matters;
• competition in the secondary market of life insurance;
• the relative illiquidity of life insurance policies;
• our ability to satisfy our debt obligations if we were to sell our entire portfolio of life insurance policies;
• life insurance company credit exposure;
• cost-of-insurance (premium) increases on our life insurance contracts;
• general economic outlook, including prevailing interest rates;
• performance of our investments in life insurance policies;
• financing requirements;
• litigation risks;
• restrictive covenants contained in borrowing agreements; and
• our ability to make cash distributions in satisfaction of dividend obligations and redemption requests.
Forward-looking statements can be identified by the use of words like “believes,” “could,” “possibly,” “probably,” “anticipates,” “estimates,” “projects,” “expects,” “may,” “will,” “should,” “seek,” “intend,” “plan,” “expect,” or “consider” or the negative of these expressions or other variations, or by discussions of strategy that involves risks and uncertainties. All forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual transactions, results, performance or achievements to be materially different from any future transactions, results, performance or achievements expressed or implied by such forward-looking statements.
We base these forward-looking statements on current expectations and projections about future events and the information currently available to us. Although we believe that the assumptions for these forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Consequently, no representation or warranty can be given that the estimates, opinions, or assumptions made in or referenced by this prospectus supplement will prove to be accurate. Some of the risks, uncertainties and assumptions are identified in the discussion entitled “Risk Factors” in the prospectus and in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31,
1
2017, filed on March 15, 2017. We caution you that the forward-looking statements in (or incorporated by reference into) the prospectus are only estimates and predictions, or statements or current intent. Actual results or outcomes, or actions that we ultimately undertake, could differ materially from those anticipated in the forward-looking statements due to risks, uncertainties or actual events differing from the assumptions underlying these statements. These risks, uncertainties and assumptions include, but are not limited to, those discussed in this prospectus supplement.
2
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Note: The following discussion and analysis of the financial condition and results of operations of the Company are derived from our Annual Report on Form 10-K for the period ended December 31, 2016, filed with the SEC on March 15, 2017. We have not materially updated this discussion in any way, although it may be presented in a different order than in our Annual Report. As indicated in that report, this discussion and analysis is based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. The statements in this discussion and analysis concerning expectations regarding our future performance, liquidity and capital resources, as well as other non-historical statements in this discussion and analysis, are forward-looking statements. See “Risks Relating to Forward-Looking Statements” above and in the prospectus. These forward-looking statements are subject to numerous risks and uncertainties. Our actual results could differ materially from those suggested or implied by any forward-looking statements.
You should read the following discussion in conjunction with our consolidated financial statements and accompanying notes beginning at page F-1 of this prospectus supplement, as well as our consolidated financial statements and related notes contained within the prospectus.
This discussion and analysis is based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management.
Overview
We are a financial services company committed to finding new ways of disrupting and transforming the life insurance and related industries through innovative products and services, business processes, financing strategies, and advanced genomic technology. Historically, we have focused on creating opportunities for consumers to obtain significantly more value for their life insurance policies as compared to the traditional options offered by the insurance industry. As part of our business, we create opportunities for investors to receive income and capital appreciation from our various activities in the life insurance and related industries.
Critical Accounting Policies
Critical Accounting Estimates
The preparation of our consolidated financial statements in accordance with the Generally Accepted Accounting Principles (GAAP) requires us to make judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our judgments, estimates, and assumptions on historical experience and on various other factors believed to be reasonable under the circumstances. Actual results could differ materially from these estimates. We evaluate our judgments, estimates, and assumptions on a regular basis and make changes accordingly. We believe that the judgments, estimates, and assumptions involved in valuing our investments in life insurance policies have the greatest potential impact on our consolidated financial statements and accordingly believe these to be our critical accounting estimates. Below we discuss the critical accounting policies associated with these estimates as well as certain other critical accounting policies.
Ownership of Life Insurance Policies — Fair Value Option
We account for the purchase of life insurance policies in accordance with ASC 325-30, Investments in Insurance Contracts (“ASC 325-30”), which requires us to use either the investment method or the fair value method. We have elected to account for all of our life insurance policies using the fair value method.
The fair value of our life insurance policies is determined as the net present value of the life insurance portfolio’s future expected cash flows (policy benefits received and required premium payments) that incorporates current life expectancy estimates and discount rate assumptions.
We initially record our purchase of life insurance policies at the transaction price, which is the amount paid for the policy, inclusive of all external fees and costs associated with the acquisition. The fair value of our investment in
3
our portfolio of insurance policies is evaluated at the end of each subsequent reporting period. Changes in the fair value of our portfolio are based on periodic evaluations and are recorded in our consolidated and combined statement of operations as changes in fair value of life insurance policies.
Fair Value Components — Medical Underwriting
Unobservable inputs, as discussed below, are a critical component of our estimate for the fair value of our investments in life insurance policies. We currently use a probabilistic method of estimating and valuing the projected cash flows of our portfolio, which we believe to be the preferred and most prevalent valuation method in the industry. In this regard, the most significant assumptions we make are the life expectancy estimates of the insureds and the discount rate applied to the expected future cash flows to be derived from our portfolio.
The Society of Actuaries recently finalized the 2015 Valuation Basic Table (“2015 VBT”). The 2015 VBT is based on a much larger dataset of insured lives, face amount of policies and more current information compared to the dataset underlying the 2008 Valuation Basic Table. The new 2015 VBT dataset includes 266 million policies compared to the 2008 VBT dataset of 75 million. The experience data in the 2015 VBT dataset includes 2.55 million claims on policies from 51 insurance carriers. Life expectancies implied by the 2015 VBT are generally longer for male and female nonsmokers between the ages of 65 and 80, while smokers and insureds of both genders over the age of 85 have significantly lower life expectancies. We adopted the 2015 VBT in our valuation process in June 2016.
In the past, we attempted to update the independent life expectancy estimates on the insured lives in our portfolio, other than insured lives covered under small face amount policies (i.e., $1 million in face value benefits or less), on a continuous rotating three-year cycle. Under the terms of our senior credit facility with LNV Corporation, however, we are required to attempt to update life expectancies on a rotating two-year cycle. Our prior experience in updating life expectancies has generally resulted in longer life expectancies for most, but not all, of the insureds within our portfolio. For more information about life expectancy estimates and their impact upon our business and financial statements, please see Risk Factors (“If actuarial assumptions we obtain from third-party providers . . . ..”), and Note 4 to our financial statements.
During 2016 we identified 46 policies with combined face value of $109.9 million in our portfolio that were subject to COI rate changes. These increased charges resulted in a $6.5 million reduction in the fair value of our portfolio.
We are aware of one additional pending COI increase affecting our portfolio.
Fair Value Components — Required Premium Payments
We must pay the premiums on the life insurance policies within our portfolio in order to collect the policy benefit. The same probabilistic model and methodologies used to generate expected cash inflows from the life insurance policy benefits over the expected life of the insured are used to estimate cash outflows due to required premium payments. Premiums paid are offset against revenue in the applicable reporting period.
Fair Value Components — Discount Rate
A discount rate is used to calculate the net present value of the expected cash flows. The discount rate used to calculate fair value of our portfolio incorporates the guidance provided by ASC 820, Fair Value Measurements and Disclosures.
The table below provides the discount rate used to estimate the fair value of our portfolio of life insurance policies for the period ending:
|
December 31, 2016 |
|
December 31, 2015 |
|
10.96% |
|
11.09% |
The change in the discount rate incorporates current information about discount rates applied by other reporting companies owning portfolios of life insurance policies, discount rates observed by us in the life insurance secondary market, market interest rates, credit exposure to the issuing insurance companies, and our estimate of the risk premium a purchaser would require to receive the future cash flows derived from our portfolio of life insurance policies. The discount rate we choose assumes an orderly and arms-length transaction (i.e., a non-distressed transaction in which
4
neither seller nor buyer is compelled to engage in the transaction), which is consistent with related GAAP guidance. The carrying value of policies acquired during each quarterly reporting period are adjusted to their current fair value using the fair value discount rate applied to the entire portfolio as of that reporting date.
We engaged MAPS to prepare a calculation of our life insurance portfolio. MAPS owns and maintains the portfolio pricing software we use. MAPS processed policy data, future premium data, life expectancy estimate data, and other actuarial information to calculate a net present value for our portfolio using the specified discount rate of 10.96%. MAPS independently calculated the net present value of our portfolio of 690 policies to be $511.2 million and furnished us with a letter documenting its calculation. A copy of such letter is filed as Exhibit 99.1 to our Annual Report on Form 10-K, filed on March 15, 2017.
Deferred Income Taxes
Under ASC 740, Income Taxes (“ASC 740”), deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established for deferred tax assets that are not considered “more likely than not” to be realized. Realization of deferred tax assets depends upon having sufficient past or future taxable income in periods to which the deductible temporary differences are expected to be recovered or within any applicable carryback or carryforward periods. After assessing the realization of the net deferred tax assets, we believe that it is “more likely than not” that we will be able to realize all of our deferred tax assets other than those which are expected to result in a capital loss.
Deferred Financing and Issuance Costs
Financing costs, which include issuance costs, sales commissions and other direct expenses, incurred under the senior credit facilities were capitalized and are amortized using the straight-line method over the term of the senior credit facilities. The Series I Secured Note obligations are reported net of financing costs, which are amortized using the interest method over the term of each respective borrowing. The L Bonds are reported net of financing costs, which are amortized using the interest method over the term of each respective borrowing.
Principal Revenue and Expense Items
We earn revenues from the following three primary sources.
• Life Insurance Policy Benefits Realized. We recognize the difference between the face value of the policy benefits and carrying value when an insured event has occurred and determine that settlement and collection of the policy benefits is realizable and reasonably assured. Revenue from a transaction must meet both criteria in order to be recognized. We generally collect the face value of the life insurance policy from the insurance company within 45 days of the insured’s mortality.
• Change in Fair Value of Life Insurance Policies. We value our portfolio investments for each reporting period in accordance with the fair value principles discussed herein, which reflects the expected payment of premiums for future periods as shown in our consolidated financial statements net premium costs.
• Sale of a Life Insurance Policy. In the event of a sale of a policy, we recognize gain or loss as the difference between the sale price and the carrying value of the policy on the date of the receipt of payment on such sale.
Our main components of expense are summarized below.
• Selling, General and Administrative Expenses. We recognize and record expenses incurred in our business operations, including operations related to the purchasing and servicing of life insurance policies. These expenses include salaries and benefits, sales, marketing, occupancy and other expenditures.
• Interest and Dividends. We recognize and record interest expenses associated with the costs of financing our life insurance portfolio for the current period. These expenses include interest paid to our senior lender under our senior credit facilities, interest paid on our L Bonds and other outstanding indebtedness such as our Series I Secured Notes. When we issue debt, we amortize the financing costs associated with such indebtedness over the outstanding term of the financing, and classify it as interest expense.
5
Results of Operations — 2016 Compared to 2015
The following is our analysis of the results of operations for the periods indicated below. This analysis should be read in conjunction with our consolidated financial statements and related notes.
Revenue.
|
|
|
Years Ended December 31, |
||||
|
|
|
2016 |
|
2015 |
||
|
Revenue recognized from the receipt of policy benefits |
|
$ |
37,459,000 |
|
$ |
26,721,000 |
|
Revenue recognized from the change in fair value
of life insurance |
|
|
30,343,000 |
|
|
12,660,000 |
|
Gain on life insurance policies, net |
|
$ |
67,802,000 |
|
$ |
39,381,000 |
|
Number of policies matured |
|
|
23 |
|
|
9 |
|
The change in fair value related to new policies acquired during the year |
|
$ |
38,205,000 |
|
$ |
24,550,000 |
____________
(1) The discount rate applied to estimate the fair value of the portfolio of life insurance policies we own was 10.96% and 11.09% as of December 31, 2016 and 2015, respectively. The carrying value of policies acquired during each quarterly reporting period is adjusted to current fair value using the fair value discount rate applied to the entire portfolio as of that reporting date.
Expenses.
|
|
|
2016 |
|
2015 |
|
Increase |
|||
|
Employee compensation and benefits(1) |
|
$ |
11,784,000 |
|
$ |
8,010,000 |
|
$ |
3,774,000 |
|
Interest expense (including amortization of
deferred |
|
|
42,343,000 |
|
|
29,519,000 |
|
|
12,824,000 |
|
Legal and professional expenses(3) |
|
|
3,947,000 |
|
|
3,153,000 |
|
|
794,000 |
|
Other expenses(4) |
|
|
10,677,000 |
|
|
7,784,000 |
|
|
2,893,000 |
|
Total expenses |
|
$ |
68,751,000 |
|
$ |
48,466,000 |
|
$ |
20,285,000 |
____________
(1) We hired additional members to our sales, marketing and information technology teams. At the end of 2015 we employed approximately 50 employees, at the end of 2016 our headcount rose to approximately 70 employees.
(2) The increase was due to the increase in the average debt and preferred stock outstanding from approximately $332.8 million in 2015 to approximately $471.4 million in 2016.
(3) Increase is due to SEC filings and other costs related to securities offerings and on-going compliance.
(4) Increase is due to increased insurance, investor relations, marketing and business development expenses.
Deferred Income Taxes. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance may be established for any portion of deferred tax assets that is not considered “more likely than not” to be realized. Realization of deferred tax assets depends upon having sufficient past or future taxable income in periods to which the deductible temporary differences are expected to be recovered or within any applicable carryback or carryforward periods. After assessing the realization of net deferred tax assets, we believe that it is “more likely than not” that we will be able to realize all of our deferred tax assets other than those which are expected to result in a capital loss.
We also provided a valuation allowance against the deferred tax asset related to tax basis capital loss generated with respect to our settlement and subsequent disposal of an earlier investment. As we have no expectation of generating offsetting capital gains with the applicable carryforward period, we do not believe that it is “more likely than not” that the deferred asset will be realized.
Income Tax Expense. We incurred income tax expense of $0.3 million in 2016 and realized income tax benefits of $3.5 million in 2015. The effective tax rate for the 12 months ended December 31, 2016 and 2015, was 46% and 39.7%, respectively, compared to a statutory rate of 34%.
6
The following table provides a reconciliation of our income tax benefit at the statutory federal tax rate to our actual income tax benefit:
|
|
|
2016 |
|
2015 |
|||||||||
|
Statutory federal income tax |
|
$ |
247,000 |
|
34.0 |
% |
|
$ |
(3,004,000 |
) |
|
34.0 |
% |
|
State income taxes, net of federal benefit |
|
|
56,000 |
|
7.8 |
% |
|
|
(561,000 |
) |
|
6.3 |
% |
|
Other permanent differences |
|
|
30,000 |
|
4.2 |
% |
|
|
55,000 |
|
|
(0.6 |
)% |
|
Total income tax expense |
|
$ |
333,000 |
|
46.0 |
% |
|
$ |
(3,510,000 |
) |
|
39.7 |
% |
The most significant temporary differences between GAAP net income and taxable net income are the treatment of interest costs with respect to the acquisition of the life insurance policies and revenue recognition with respect to the mark-to-market of life insurance portfolio.
Liquidity and Capital Resources
We finance our business through a combination of life insurance policy benefit receipts, origination fees, equity offerings, debt offerings, and our senior credit facilities. We have used our debt offerings and our senior credit facilities primarily for policy acquisition, policy servicing, and portfolio-related financing expenditures including paying principal and interest.
As of December 31, 2016 and December 31, 2015, we had approximately $121.7 million and $74.4 million, respectively, in combined available cash, cash equivalents, policy benefits receivable, if any, and available borrowing base surplus capacity, if any, under our senior credit facilities for the purpose of purchasing additional life insurance policies, paying premiums on existing policies, paying portfolio servicing expenses, and paying principal and interest on our outstanding financing obligations.
Financings Summary
We had the following outstanding debt balances as of December 31, 2016 and December 31, 2015:
|
|
|
As of December 31, 2016 |
|
As of December 31, 2015 |
||||||||
|
Issuer/Borrower |
|
Principal |
|
Weighted |
|
Principal |
|
Weighted |
||||
|
GWG Holdings, Inc. – L Bonds |
|
$ |
387,067,000 |
|
7.23 |
% |
|
$ |
282,171,000 |
|
7.18 |
% |
|
GWG Life, LLC – Series I Secured Notes |
|
|
16,614,000 |
|
8.68 |
% |
|
|
23,578,000 |
|
8.47 |
% |
|
GWG DLP Funding III, LLC; IV, |
|
|
162,725,000 |
|
7.34 |
% |
|
|
65,011,000 |
|
5.58 |
% |
|
Total |
|
$ |
566,406,000 |
|
7.30 |
% |
|
$ |
370,760,000 |
|
6.98 |
% |
In November 2009, our wholly owned subsidiary GWG Life began a private placement of Series I Secured Notes to accredited investors only. This offering was closed in November 2011. As of December 31, 2016 and 2015, we had approximately $16.6 million and $23.6 million, respectively, in principal amount of Series I Secured Notes outstanding.
In September 2011, we concluded a private placement offering of Series A, having received an aggregate $24.6 million in subscriptions for our Series A. These subscriptions consisted of $14.0 million in conversions of outstanding Series I Secured Notes and $10.6 million of new investments. As of December 31, 2016 and 2015, we had approximately $19.7 million and $20.8 million of Series A outstanding.
In January 2012, we began publicly offering up to $250.0 million in debt securities (initially named “Renewable Secured Debentures” and subsequently renamed “L Bonds”) that was completed in January 2015.
On September 24, 2014, we consummated an initial public offering of our common stock resulting in the sale of 800,000 shares of common stock at $12.50 per share and net proceeds of approximately $8.6 million after the deduction of underwriting commissions, discounts and expense reimbursements.
7
In January 2015, we began publicly offering up to $1.0 billion of L Bonds as a follow-on to our earlier $250.0 million public debt offering. Through December 31, 2016, the total amount of these L Bonds sold, including renewals, was $669.2 million. As of December 31, 2016 and December 31, 2015, respectively, we had approximately $387.1 million and $282.2 million in principal amount of L Bonds outstanding.
In October 2015, we began publicly offering up to 100,000 shares of our RPS at a per-share price of $1,000. As of December 31, 2016 we had issued approximately $59.0 million stated value of RPS.
On February 14, 2017, we began publicly offering up to 150,000 shares of RPS 2 at a per-share price of $1,000. As of the date of this prospectus supplement we had not sold shares of RPS 2.
The weighted-average interest rate of our outstanding Series I Secured Notes as of December 31, 2016 and December 31, 2015 was 8.68% and 8.47%, respectively, and the weighted-average maturity at those dates was 1.14 and 1.06 years, respectively. The Series I Secured Notes have renewal features. Since we first issued our Series I Secured Notes, we have experienced $166.3 million in maturities, of which as of December 31, 2016, $125.0 million has renewed for an additional term. This has provided us with an aggregate renewal rate of approximately 75% for investments in these securities. Effective September 1, 2016, we no longer renew the Series I Secured Notes.
The weighted-average interest rate of our outstanding L Bonds as of December 31, 2016 and December 31, 2015 was 7.23% and 7.18%, respectively, and the weighted-average maturity at those dates was 2.13 and 2.02 years, respectively. Our L Bonds have renewal features. Since we first issued our L Bonds, we have experienced $282.1 million in maturities, of which $181.5 million has renewed through December 31, 2016 for an additional term. This has provided us with an aggregate renewal rate of approximately 64% for investments in these securities. Effective September 1, 2016, we discontinued the sales and renewals of 6-month and 1-year L Bonds.
Future contractual maturities of Series I Secured Notes and L Bonds at December 31, 2016 are:
|
Years Ending December 31, |
|
Series I |
|
L Bonds |
|
Total |
|||
|
2017 |
|
$ |
10,523,000 |
|
$ |
106,955,000 |
|
$ |
117,478,000 |
|
2018 |
|
|
2,401,000 |
|
|
109,407,000 |
|
|
111,808,000 |
|
2019 |
|
|
1,024,000 |
|
|
90,463,000 |
|
|
91,487,000 |
|
2020 |
|
|
1,725,000 |
|
|
20,679,000 |
|
|
22,404,000 |
|
2021 |
|
|
941,000 |
|
|
28,923,000 |
|
|
29,864,000 |
|
Thereafter |
|
|
— |
|
|
30,640,000 |
|
|
30,640,000 |
|
|
|
$ |
16,614,000 |
|
$ |
387,067,000 |
|
$ |
403,681,000 |
The L Bonds and Series I Secured Notes are secured by all of our assets, and are subordinate to our senior credit facilities. The L Bonds and Series I Secured Notes are pari passu with respect to a security interest in our assets pursuant to an intercreditor agreement (see Notes 7 and 8).
We maintain a $105 million senior credit facility with Autobahn/DZ Bank through DLP III. The senior credit facility is used to pay the premium expenses related to our portfolio of life insurance policies. As of December 31, 2016 and 2015, we had approximately $0 million and $65.0 million, respectively, outstanding under the senior credit facility, and maintained an available borrowing base surplus of $0 million and $40 million, respectively. On September 14, 2016, we paid off the senior credit facility in full with funds received from a new senior credit facility with LNV Corporation as described in Note 6.
On September 14, 2016, we entered into a $172 million senior credit facility with LNV Corporation through DLP IV. We intend to use the proceeds from this facility to grow and maintain our portfolio of life insurance policies, for liquidity and for general corporate purposes. As of December 31, 2016 we had approximately $162.7 million outstanding under the senior credit facility.
We expect to meet our ongoing operational capital needs through a combination of policy benefit receipts, origination fees, and proceeds from financing transactions. We expect to meet our policy acquisition, servicing, and financing capital needs principally from the receipt of policy benefit revenues from our portfolio of life insurance
8
policies, net proceeds from our offering of L Bonds, RPS and RPS 2, and from our senior credit facilities. Because we only receive origination fees when we purchase a policy, our receipt of those fees is contingent upon our consummation of policy purchases, which is, in turn, contingent upon our receipt of external funding. Despite capital market conditions that are still recovering from the prolonged credit crisis, we have demonstrated continued access to credit and financing markets. Furthermore, we expect that policy benefit receipts will increase as the average age of the insureds increase and mortality events occur over time with greater frequency. As a result of the foregoing, we estimate that our liquidity and capital resources are sufficient for our current and projected financial needs. Nevertheless, if we are unable to continue our offerings for any reason (or if we become unsuccessful in selling our securities), and we are unable to obtain capital from other sources, our business will be materially and adversely affected. In addition, our business will be materially and adversely affected if we do not receive the policy benefits we forecast and if holders of our L Bonds or Series I Secured Notes fail to renew with the frequency we have historically experienced. In such a case, we could be forced to sell our investments in life insurance policies to service or satisfy our debt-related and other obligations.
Capital expenditures have historically not been material and we do not anticipate making material capital expenditures in 2016 or beyond.
Debt Financings Summary
The table below reconciles the face amount of our outstanding debt to the carrying value shown on our balance sheet:
|
|
|
As of |
|
As of |
||||
|
Total senior facilities and other indebtedness |
|
|
|
|
|
|
|
|
|
|
$ |
162,725,000 |
|
|
$ |
65,011,000 |
|
|
|
|
$ |
(6,660,000 |
) |
|
$ |
(1,731,000 |
) |
|
|
|
$ |
156,065,000 |
|
|
$ |
63,280,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Series I Secured Notes: |
|
|
|
|
|
|
|
|
|
|
$ |
16,614,000 |
|
|
$ |
23,578,000 |
|
|
|
|
$ |
(209,000 |
) |
|
$ |
(290,000 |
) |
|
|
|
$ |
16,405,000 |
|
|
$ |
23,288,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
L Bonds: |
|
|
|
|
|
|
|
|
|
|
$ |
387,067,000 |
|
|
$ |
282,171,000 |
|
|
|
|
$ |
5,882,000 |
|
|
$ |
2,470,000 |
|
|
|
|
$ |
(11,636,000 |
) |
|
$ |
(8,158,000 |
) |
|
|
|
$ |
381,313,000 |
|
|
$ |
276,483,000 |
|
|
Portfolio Assets and Secured Indebtedness
At December 31, 2016, the fair value of our investments in life insurance policies of $511.2 million plus our cash balance of $78.5 million and our restricted cash balance of $37.8 million, plus matured policy benefits receivable of $5.3 million, totaled $632.9 million representing an excess of portfolio assets over secured indebtedness of $66.4 million. At December 31, 2015, the fair value of our investments in life insurance policies of $356.6 million plus our cash balance of $34.4 million and our restricted cash balance of $2.3 million, totaled $393.3 million, representing an excess of portfolio assets over secured indebtedness of $22.5 million.
The following forward-looking table seeks to illustrate the impact of the sale of our portfolio of life insurance assets at various discount rates on our ability to satisfy our debt obligations as of December 31, 2016. In all cases, the sale of the life insurance assets owned by DLP III and DLP IV will be used first to satisfy all amounts owing under the respective senior credit facilities. The net sale proceeds remaining after satisfying all obligations under the senior credit facilities would be applied to L Bonds and Series I Secured Notes on a pari passu basis.
9
Portfolio Discount Rate |
|
10% |
|
11% |
|
12% |
|
13% |
|
14% |
||||||
|
Value of portfolio |
|
$ |
533,372,000 |
|
$ |
507,733,000 |
|
$ |
484,146,000 |
|
$ |
462,397,000 |
|
$ |
442,299,000 |
|
Cash, cash equivalents and policy benefits receivable |
|
|
121,659,000 |
|
|
121,659,000 |
|
|
121,659,000 |
|
|
121,659,000 |
|
|
121,659,000 |
|
Total assets |
|
|
655,031,000 |
|
|
629,392,000 |
|
|
605,805,000 |
|
|
584,056,000 |
|
|
563,958,000 |
|
Senior credit facilities |
|
|
162,725,000 |
|
|
162,725,000 |
|
|
162,725,000 |
|
|
162,725,000 |
|
|
162,725,000 |
|
Net after senior credit facilities |
|
|
492,306,000 |
|
|
466,667,000 |
|
|
443,080,000 |
|
|
421,331,000 |
|
|
401,233,000 |
|
Series I Secured Notes and L Bonds |
|
|
403,681,000 |
|
|
403,681,000 |
|
|
403,681,000 |
|
|
403,681,000 |
|
|
403,681,000 |
|
Net
after Series I Secured Notes and |
|
|
88,625,000 |
|
|
62,986,000 |
|
|
39,399,000 |
|
|
17,650,000 |
|
|
(2,448,000 |
) |
Impairment to Series I Secured Notes and L Bonds |
|
|
No impairment |
|
|
No impairment |
|
|
No impairment |
|
|
No impairment |
|
|
Impairment |
|
The table illustrates that our ability to fully satisfy amounts owing under the L Bonds and Series I Secured Notes would likely be impaired upon the sale of all our life insurance assets at a price equivalent to a discount rate of approximately 13.94% or higher. At December 31, 2015, the impairment occurred at a discount rate of approximately 14.09% or higher. The discount rates used to calculate the fair value of our portfolio were 10.96% and 11.09% as of December 31, 2016 and December 31, 2015, respectively.
The table does not include any allowance for transactional fees and expenses associated with a portfolio sale (which expenses and fees could be substantial), and is provided to demonstrate how various discount rates used to value our portfolio could affect our ability to satisfy amounts owing under our debt obligations in light of our senior secured lender’s right to priority payments. You should read the above table in conjunction with the information contained in other sections of this prospectus supplement, including our discussion of discount rates included under the “— Critical Accounting Policies — Fair Value Components – Discount Rate” caption above. This discussion and analysis is based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management.
Entry into Credit Facility
Effective September 14, 2016, DLP IV entered into a Loan and Security Agreement with LNV Corporation, as lender, and CLMG Corp., as the administrative agent on behalf of the lenders under the agreement. The Loan and Security Agreement makes available a total of up to $172,300,000 in credit to DLP IV with a maturity date of September 14, 2026. Interest will accrue on amounts borrowed under the agreement at an annual interest rate, determined as of each date of borrowing or quarterly if there is no borrowing, equal to (A) the greater of LIBOR or the federal funds rate (as defined in the agreement) plus one-half of one percent per annum, plus (B) 5.75% per annum.
Under the Loan and Security Agreement, DLP IV has granted the administrative agent, for the benefit of the lenders under the agreement, a security interest in all of DLP IV’s assets. As with prior collateral arrangements relating to the senior secured debt of GWG Holdings and its subsidiaries (on a consolidated basis), GWG Holdings’ equity ownership in DLP IV continues to serve as collateral for the obligations of GWG Holdings under the L Bonds (although the life insurance assets owned by DLP IV will not themselves serve directly as collateral for those obligations).
The Loan and Security Agreement, among other things, requires the borrower to maintain a reserve account to pay anticipated servicing fees for maintaining the borrower’s pledged policies, debt service and reasonable administrative and third-party expenses identified under the agreement for 12 months. The approximate amount set aside in the reserve account as of December 31, 2016 is $27 million.
Cash Flows
The payment of premiums and servicing costs to maintain life insurance policies represents our most significant requirement for cash disbursement. When a policy is purchased, we are able to calculate the minimum premium payments required to maintain the policy in-force. Over time as the insured ages, premium payments will increase. Nevertheless, the probability of actually needing to pay the premiums decreases since mortality becomes more likely. These scheduled premiums and associated probabilities are factored into our expected internal rate of return and cash-flow modeling. Beyond premiums, we incur policy servicing costs, including annual trustee, tracking costs, and debt servicing costs, including principal and interest payments all of which are excluded from our internal rate of return calculations. Until we receive a sufficient amount of proceeds from the policy benefits, we intend
10
to pay these costs from our senior credit facilities, when permitted, and through the issuance of debt securities, including the L Bonds, and equity securities including our preferred stock.
The amount of payments for anticipated premiums and servicing costs that we will be required to make over the next five years to maintain our current portfolio, assuming no mortalities, is set forth in the table below.
|
Years Ending December 31, |
|
Premiums |
|
Servicing |
|
Premiums and |
|||
|
2017 |
|
$ |
44,787,000 |
|
$ |
534,000 |
|
$ |
45,321,000 |
|
2018 |
|
|
50,165,000 |
|
|
534,000 |
|
|
50,699,000 |
|
2019 |
|
|
55,685,000 |
|
|
534,000 |
|
|
56,219,000 |
|
2020 |
|
|
60,561,000 |
|
|
534,000 |
|
|
61,095,000 |
|
2021 |
|
|
67,824,000 |
|
|
534,000 |
|
|
68,358,000 |
|
|
|
$ |
279,022,000 |
|
$ |
2,670,000 |
|
$ |
281,692,000 |
Our anticipated premium expenses are subject to the risk of increased COI charges (i.e., premium charges) for the universal life insurance policies we own. In this regard, we are aware of one insurer that has notified us of its intent to increase COI charges on certain life insurance policies. As a result, we expect that our premium expense will increase and the fair value of our portfolio will be negatively impacted once the insurer has specified and implemented the proposed increases. Except as noted above, we are not aware of COI increases by other insurers, but we are aware that COI increases have become more prevalent in the industry. Thus, we expect that we may see additional insurers implementing COI increases in the future. See also the Risk Factor section of our Annual Report on Form 10-K, filed on March 15, 2017 (“Cost-of-insurance (premium) increases could materially and adversely affect our financial condition and our profitability.”).
For the quarter-end dates set forth below, the following table illustrates the total amount of face value of policy benefits owned, and the trailing 12 months of life insurance policy benefits collected and premiums paid on our portfolio. The trailing 12-month benefits/premium coverage ratio indicates the ratio of policy benefits received to premiums paid over the trailing 12-month period from our portfolio of life insurance policies.
|
Quarter End Date |
|
Portfolio Face |
|
12-Month |
|
12-Month |
|
12-Month |
|
|
March 31, 2012 |
|
482,455,000 |
|
4,203,000 |
|
14,977,000 |
|
28.1 |
% |
|
June 30, 2012 |
|
489,255,000 |
|
8,703,000 |
|
15,412,000 |
|
56.5 |
% |
|
September 30, 2012 |
|
515,661,000 |
|
7,833,000 |
|
15,837,000 |
|
49.5 |
% |
|
December 31, 2012 |
|
572,245,000 |
|
7,350,000 |
|
16,597,000 |
|
44.3 |
% |
|
March 31, 2013 |
|
639,755,000 |
|
11,350,000 |
|
18,044,000 |
|
62.9 |
% |
|
June 30, 2013 |
|
650,655,000 |
|
13,450,000 |
|
19,182,000 |
|
70.1 |
% |
|
September 30, 2013 |
|
705,069,000 |
|
18,450,000 |
|
20,279,000 |
|
91.0 |
% |
|
December 31, 2013 |
|
740,648,000 |
|
16,600,000 |
|
21,733,000 |
|
76.4 |
% |
|
March 31, 2014 |
|
771,940,000 |
|
12,600,000 |
|
21,930,000 |
|
57.5 |
% |
|
June 30, 2014 |
|
784,652,000 |
|
6,300,000 |
|
22,598,000 |
|
27.9 |
% |
|
September 30, 2014 |
|
787,964,000 |
|
4,300,000 |
|
23,121,000 |
|
18.6 |
% |
|
December 31, 2014 |
|
779,099,000 |
|
18,050,000 |
|
23,265,000 |
|
77.6 |
% |
|
March 31, 2015 |
|
754,942,000 |
|
46,675,000 |
|
23,786,000 |
|
196.2 |
% |
|
June 30, 2015 |
|
806,274,000 |
|
47,125,000 |
|
24,348,000 |
|
193.5 |
% |
|
September 30, 2015 |
|
878,882,000 |
|
44,482,000 |
|
25,313,000 |
|
175.7 |
% |
|
December 31, 2015 |
|
944,844,000 |
|
31,232,000 |
|
26,650,000 |
|
117.2 |
% |
|
March 31, 2016 |
|
1,027,821,000 |
|
21,845,000 |
|
28,771,000 |
|
75.9 |
% |
|
June 30, 2016 |
|
1,154,798,000 |
|
30,924,000 |
|
31,891,000 |
|
97.0 |
% |
|
September 30, 2016 |
|
1,272,078,000 |
|
35,867,000 |
|
37,055,000 |
|
96.8 |
% |
|
December 31, 2016 |
|
1,361,675,000 |
|
48,452,000 |
|
40,240,000 |
|
120.4 |
% |
11
We believe that the portfolio cash flow results set forth above are consistent with our general investment thesis: that the life insurance policy benefits we receive will continue to increase over time in relation to the premiums we are required to pay on the remaining polices in the portfolio. Nevertheless, we expect that our portfolio cash flow on a period-to-period basis will remain inconsistent until such time as we achieve our goal of acquiring a larger, more diversified portfolio of life insurance policies. As our receipt of life insurance policy benefits increases, we expect to use these cash flows to begin paying down our outstanding indebtedness and purchase additional life insurance policies.
The life insurance policies owned by DLP III is subject to a collateral arrangement with the agent to the revolving credit lender, as described in Note 5. Under this arrangement, collection and escrow accounts are used to fund purchases and premiums of the insurance policies and to pay interest and other charges under our senior credit facilities. The lender and its agent must authorize all disbursements from these accounts, including any distributions to GWG Life or GWG Holdings. If the facility advance rate exceeds 50%, the distributions are limited to an amount that would result in the borrowers (DLP III, GWG Life, and GWG Holdings) realizing an annualized rate of return on the equity funded amount for such assets of not more than 18%, as determined by the agent. After such amount is reached, the credit agreement requires that excess funds be used to fund repayments or a reserve account in a certain amount before any additional distributions may be made. In the future, these arrangements may restrict the cash flows available for payment of principal and interest on our debt obligations.
Inflation
Changes in inflation do not necessarily correlate with changes in interest rates. We presently do not foresee any material impact of inflation on our results of operations in the periods presented in our consolidated financial statements.
Off-Balance Sheet Arrangements
We are party to an office lease with U.S. Bank National Association as the landlord. On September 1, 2015, we entered into an amendment that expanded the leased space to 17,687 square feet and extended the term through August 31, 2025 (see Note 17).
Credit Risk
We review the credit risk associated with our portfolio of life insurance policies when estimating its fair value. In evaluating the policies’ credit risk, we consider insurance company solvency, credit risk indicators, economic conditions, ongoing credit evaluations, and company positions. We attempt to manage our credit risk related to life insurance policies typically by purchasing policies issued only from companies with an investment-grade credit rating by either Standard & Poor’s, Moody’s, or A.M. Best Company. As of December 31, 2016, 96.3% of our life insurance policies, by face value benefits, were issued by companies that maintained an investment-grade rating (BBB or better) by Standard & Poor’s.
Interest Rate Risk
Our senior credit facilities are floating-rate financing. In addition, our ability to offer interest and dividend rates that attract capital (including in our continuous offering of L Bonds, RPS and RPS 2) is generally impacted by prevailing interest rates. Furthermore, while our L Bond, RPS and RPS 2 offerings provide us with fixed-rate debt and equity financing, our debt coverage ratio is calculated in relation to our total cost of debt financing. Therefore, fluctuations in interest rates impact our business by increasing our borrowing costs, and reducing availability under our debt financing arrangements. Furthermore, we calculate our portfolio earnings based upon the spread generated between the return on our life insurance portfolio and the cost of our financing. As a result, increases in interest rates will also reduce the earnings we expect to achieve from our investments in life insurance policies.
Non-GAAP Financial Measures
Non-GAAP financial measures disclosed by our management are provided as additional information to investors in order to provide an alternative method for assessing our financial condition and operating results. These non-GAAP financial measures are not in accordance with GAAP and may be different from non-GAAP measures used by other companies, including other companies within our industry. This presentation of non-GAAP financial information is
12
not meant to be considered in isolation or as a substitute for comparable amounts prepared in accordance with GAAP. See our consolidated financial statements and our audited financial statements contained herein.
We use non-GAAP financial measures for maintaining compliance with covenants contained in our borrowing agreement with Autobahn/DZ Bank and for planning and forecasting purposes. The application of current GAAP standards during a period of significant growth in our business, in which period we are building a large and actuarially diverse portfolio of life insurance, results in current period operating performance that may not be reflective of our long-term earnings potential. Management believes that our non-GAAP financial measures permit investors to better focus on this long-term earnings performance without regard to the volatility in GAAP financial results that can and has occurred during this phase of growth.
Therefore, in contrast to a GAAP fair valuation (mark-to-market), we seek to measure the accrual of the actuarial gain occurring within the portfolio of life insurance policies at our expected internal rate of return based on statistical mortality probabilities for the insureds (using primarily the insured’s age, sex, health and smoking status). The expected internal rate of return tracks actuarial gain occurring within the policies according to a mortality table as the insureds’ age increases. By comparing the actuarial gain accruing within our portfolio of life insurance policies against our adjusted costs during the same period, we can estimate, manage and evaluate the overall financial profitability of our business without regard to mark-to-market volatility. We use this information to balance our life insurance policy purchasing and manage our capital structure, including the issuance of debt and utilization of our other sources of capital, and to monitor our compliance with borrowing covenants. We believe that these non-GAAP financial measures provide information that is useful for investors to understand period-over-period operating results separate and apart from fair value items that could have a disproportionately positive or negative impact on GAAP results in any particular period.
Our senior credit facility with Autobahn/DZ Bank requires us to maintain a “positive net income” and “tangible net worth,” each of which are calculated on an adjusted non-GAAP basis using the method described above, without regard to GAAP-based fair value measures. In addition, our senior credit facility with Autobahn/DZ Bank requires us to maintain an “excess spread,” which is the difference between (i) the weighted average of our expected internal rate of return of our portfolio of life insurance policies and (ii) the weighted average of the Autobahn/DZ Bank senior credit facility’s interest rate.
In addition, the Indenture governing our L Bonds and the note issuance and security agreement governing our Series I Secured Notes require us to maintain a “debt coverage ratio” designed to ensure that the expected cash flows from our portfolio of life insurance policies is able to adequately service our total outstanding indebtedness. This ratio is calculated using non-GAAP measures in the method described below, again without regard to GAAP-based fair value measures.
Adjusted Non-GAAP Net Income. We calculate the adjusted net income by recognizing the actuarial gain accruing within our life insurance policies at the expected internal rate of return of the policies we own without regard to fair value. We net this actuarial gain against our costs during the same period to calculate our net income on a non-GAAP basis. Our senior credit facility with Autobahn/DZ Bank requires us to maintain a positive net income calculated on an adjusted non-GAAP basis.
|
|
|
Years Ended December 31, |
||||||
|
|
|
2016 |
|
2015 |
||||
|
GAAP net loss attributable to common shareholders |
|
$ |
(3,145,000 |
) |
|
$ |
(7,393,000 |
) |
|
Unrealized fair value gain(1) |
|
|
(70,582,000 |
) |
|
|
(39,371,000 |
) |
|
Adjusted cost basis increase(2) |
|
|
72,818,000 |
|
|
|
52,069,000 |
|
|
Accrual of unrealized actuarial gain(3) |
|
|
39,551,000 |
|
|
|
31,566,000 |
|
|
Total adjusted non-GAAP net income(4) |
|
$ |
38,642,000 |
|
|
$ |
36,871,000 |
|
____________
(1) Reversal of unrealized GAAP fair value gain of life insurance policies for current period.
(2) Adjusted cost basis is increased to include interest, premiums and servicing fees which are not capitalized under GAAP (non-GAAP investment cost basis).
(3) Accrual of actuarial gain at expected internal rate of return based on the non-GAAP investment cost basis for the period.
(4) We must maintain an annual positive consolidated net income, calculated on a non-GAAP basis, to maintain compliance with our senior credit facility with Autobahn/DZ Bank.
Adjusted Non-GAAP Tangible Net Worth. We calculate the adjusted tangible net worth by recognizing the actuarial gain accruing within our life insurance policies at the expected internal rate of return of the policies we own
13
without regard to fair value. We net this actuarial gain against our costs during the same period to calculate our tangible net worth on a non-GAAP basis. Our senior credit facility with Autobahn/DZ Bank requires us to maintain a tangible net worth in excess of $45 million calculated on an adjusted non-GAAP basis.
|
|
|
As of |
|
As of |
||||
|
GAAP net worth |
|
$ |
67,298,000 |
|
|
$ |
16,160,000 |
|
|
Less intangible assets(1) |
|
|
(19,442,000 |
) |
|
|
(11,562,000 |
) |
|
GAAP tangible net worth |
|
|
47,856,000 |
|
|
|
4,598,000 |
|
|
Unrealized fair value gain(2) |
|
|
(264,625,000 |
) |
|
|
(194,043,000 |
) |
|
Adjusted cost basis increase(3) |
|
|
248,377,000 |
|
|
|
190,645,000 |
|
|
Accrual of unrealized actuarial gain(4) |
|
|
150,906,000 |
|
|
|
111,355,000 |
|
|
Total adjusted non-GAAP tangible net worth |
|
$ |
182,514,000 |
|
|
$ |
112,555,000 |
|
____________
(1) Unamortized portion of deferred financing costs and pre-paid insurance.
(2) Reversal of cumulative unrealized GAAP fair value gain or loss of life insurance policies.
(3) Adjusted cost basis is increased to interest, premiums and servicing fees which are not capitalized under GAAP.
(4) Accrual of cumulative actuarial gain at expected internal rate of return based on the non-GAAP investment cost basis.
Excess Spread. The expected internal rate of return on the portfolio is the rate of return the portfolio would earn if all future cash flows occurred over time in proportion to the likelihood of their occurrence. Expected future cash flows represent the size of each potential payment (premiums and death benefits), multiplied by the probability of that particular payment occurring. This calculation is known as the “probabilistic expectation” and it is based on actuarial estimations of life expectancy. For instance, a required premium payment of $10,000 might be projected for a given policy at a date five years from now. If there is a 50% chance of survival for the next five years, then that particular expected cash-outflow is calculated at $5,000. Similarly, if the death benefit amount on the same policy is $1 million, then during the next five years, the probable expected cash-inflow of policy benefits will total $500,000 with the other $500,000 projected to occur over the remaining life of the insured. The rate of return generated by the net of all such future expected cash flows for the portfolio is thus the expected IRR for the portfolio. Our senior credit facility with Autobahn/DZ Bank requires us to maintain a 2.00% “excess spread” between our weighted-average expected internal rate of return of our portfolio of life insurance policies and the senior credit facility’s interest rate.
A presentation of our excess spread and our total excess spread is set forth below. Management uses the “total excess spread” to gauge expected profitability of our investments, and uses the “excess spread” to monitor compliance with our borrowing covenants.
|
|
|
As of |
|
As of |
||
|
Weighted average expected IRR(1) |
|
11.34 |
% |
|
11.11 |
% |
|
Weighted-average senior credit facility interest rate(2) |
|
7.34 |
% |
|
5.58 |
% |
|
Excess spread |
|
4.00 |
% |
|
5.53 |
% |
|
Total weighted-average interest rate on indebtedness for borrowed money(3) |
|
7.30 |
% |
|
6.98 |
% |
|
Total excess spread(4) |
|
4.04 |
% |
|
4.13 |
% |
____________
(1) This represents the weighted-average expected internal rate of return of the life insurance policies as of the measurement date based upon our non-GAAP investment cost basis of the insurance policies and the expected cash flows from the life insurance portfolio.
|
Non-GAAP Investment Cost Basis |
|
As of |
|
As of |
||||
|
GAAP fair value |
|
$ |
511,192,000 |
|
|
$ |
356,650,000 |
|
|
Unrealized fair value gain(A) |
|
|
(264,625,000 |
) |
|
|
(194,043,000 |
) |
|
Adjusted cost basis increase(B) |
|
|
248,377,000 |
|
|
|
190,645,000 |
|
|
Investment cost basis(C) |
|
$ |
494,944,000 |
|
|
$ |
353,252,000 |
|
____________
(A) This represents the reversal of cumulative unrealized GAAP fair value gain of life insurance policies.
14
(B) Adjusted cost basis is increased to interest, premiums and servicing fees which are expensed under GAAP.
(C) This is the non-GAAP investment cost basis in life insurance policies from which our expected internal rate of return is calculated.
(2) This is the weighted-average revolving credit for both senior credit facilities as of the measurement date.
(3) Represents the weighted-average interest rate paid on all interest-bearing indebtedness as of the measurement date, determined as follows:
|
Indebtedness |
|
As of |
|
As of |
||
|
Senior credit facilities |
|
$ |
162,725,000 |
|
$ |
65,011,000 |
|
Series I Secured Notes |
|
|
16,614,000 |
|
|
23,578,000 |
|
L Bonds |
|
|
387,067,000 |
|
|
282,171,000 |
|
Total |
|
$ |
566,406,000 |
|
$ |
370,760,000 |
|
Interest Rates on Indebtedness |
|
|
|
|
|
|
|
Senior credit facilities |
|
7.34 |
% |
|
5.58 |
% |
|
Series I Secured Notes |
|
8.68 |
% |
|
8.47 |
% |
|
L Bonds |
|
7.23 |
% |
|
7.18 |
% |
|
Weighted-average interest rates on indebtedness |
|
7.30 |
% |
|
6.98 |
% |
(4) Calculated as the weighted average expected IRR (1) minus the weighted-average interest rate on interest-bearing indebtedness (3).
Debt Coverage Ratio and Subordination Ratio. Our L Bond and Series I Secured Notes borrowing covenants require us to maintain a “debt coverage ratio” of less than 90%. The “debt coverage ratio” is calculated by dividing the sum of our total interest-bearing indebtedness by the sum of our cash, cash equivalents, policy benefits receivable, if any, and the net present value of the life insurance portfolio. The “subordination ratio” for our L Bonds is calculated by dividing the total interest-bearing indebtedness that is senior to L Bonds and Series I Secured Notes by the sum of our cash, cash equivalents, policy benefits receivable, if any, and the net present value of the life insurance portfolio. The “subordination ratio” was required to be less than 50%. For purposes of both ratio calculations, the net present value of the life insurance portfolio is calculated using a discount rate equal to the weighted average interest rate of all indebtedness. As of the date of this prospectus supplement, the subordination ratio provisions under the Indenture have expired.
|
|
|
As of |
|
As of |
||||
|
Life insurance portfolio policy benefits |
|
$ |
1,361,675,000 |
|
|
$ |
944,844,000 |
|
|
Discount rate of future cash flows |
|
|
7.30 |
% |
|
|
6.98 |
% |
|
Net present value of life insurance portfolio policy benefits |
|
$ |
614,908,000 |
|
|
$ |
435,738,000 |
|
|
Cash, cash equivalents and policy benefits receivable |
|
|
121,659,000 |
|
|
|
36,767,000 |
|
|
Total Coverage |
|
|
736,567,000 |
|
|
|
472,505,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Senior credit facilities |
|
|
162,725,000 |
|
|
|
65,011,000 |
|
|
Series I Secured Notes |
|
|
16,614,000 |
|
|
|
23,578,000 |
|
|
L Bonds |
|
|
387,067,000 |
|
|
|
282,171,000 |
|
|
Total Indebtedness |
|
$ |
566,406,000 |
|
|
$ |
370,760,000 |
|
|
Debt Coverage Ratio |
|
|
76.90 |
% |
|
|
78.47 |
% |
|
Subordination Ratio |
|
|
n/a |
|
|
|
13.76 |
% |
As of December 31, 2016, we were in compliance with the debt coverage ratio.
Non-GAAP Expected Portfolio Internal Rate of Return at Purchase. The non-GAAP expected portfolio internal rate of return (“IRR”) at purchase is calculated as the weighted average (by face amount of policy benefits) of the IRR expected at the time of purchase for all life insurance policies held in the portfolio. This non-GAAP measure isolates our IRR expectation at purchase utilizing our underwriting life expectancy assumptions at that time. This measure does not change with the passage of time as compared to our non-GAAP investment cost basis that increases with the
15
payment of premiums, financing costs, and the effective life expectancy which changes over time, both of which are used to calculate our expected portfolio IRR.
|
|
|
As of December 31, |
||||||
|
|
|
2016 |
|
2015 |
||||
|
Life insurance portfolio policy benefits |
|
$ |
1,361,675,000 |
|
|
$ |
944,844,000 |
|
|
Total number of polices |
|
|
690 |
|
|
|
396 |
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Expected Portfolio Internal Rate of Return at Purchase |
|
|
15.64 |
% |
|
|
15.71 |
% |
We have in the past reported non-GAAP net asset value among our other non-GAAP financial measures. We have determined, however, to cease reporting this measure primarily because we do not believe that it is sufficiently additive to our existing non-GAAP measures in aiding users of our financial statements and disclosures to measure and evaluate our financial condition or operating results. Moreover, we are not aware of other reporting companies in our industry that use this measure to evaluate their financial condition or operating results.
Reclassification
During the fourth quarter of 2016, we corrected an immaterial error related to the presentation of preferred stock dividends on the statement of operations and the statement of changes in shareholders’ equity. We had previously incorrectly included preferred stock dividends as a component of interest expense. As corrected, preferred stock dividends are presented as a reduction of paid-in capital. We also corrected an immaterial error in the “as converted” method of calculating fully diluted earnings per share.
The effects of these corrections on each of the quarters and periods during 2016 as previously reported by us are presented below:
|
|
|
Three months ended |
|
Six months |
|
Nine months |
||||||||||||||
|
|
|
March 31 |
|
June 30 |
|
September 30 |
|
June 30 |
|
September 30 |
||||||||||
|
As reported: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
$ |
1,074,305 |
|
|
$ |
1,881,326 |
|
|
$ |
(2,997,365 |
) |
|
$ |
2,955,631 |
|
|
$ |
(41,734 |
) |
|
Net income (loss) attributable to common shareholders |
|
$ |
1,417,267 |
|
|
$ |
2,311,086 |
|
|
$ |
(2,576,339 |
) |
|
$ |
3,728,353 |
|
|
$ |
1,062,162 |
|
|
Paid-in Capital |
|
$ |
17,204,940 |
|
|
$ |
16,488,390 |
|
|
$ |
15,226,449 |
|
|
$ |
16,488,390 |
|
|
$ |
15,226,449 |
|
|
Accumulated Deficit |
|
$ |
(20,720,455 |
) |
|
$ |
(18,839,129 |
) |
|
$ |
(21,836,494 |
) |
|
$ |
(18,839,129 |
) |
|
$ |
(21,836,494 |
) |
|
Basic |
|
$ |
0.24 |
|
|
$ |
0.32 |
|
|
$ |
(0.50 |
) |
|
$ |
0.50 |
|
|
$ |
(0.01 |
) |
|
Diluted |
|
$ |
0.18 |
|
|
$ |
0.29 |
|
|
$ |
(0.50 |
) |
|
$ |
0.46 |
|
|
$ |
0.13 |
|
|
As reclassified: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
$ |
1,585,536 |
|
|
$ |
2,482,250 |
|
|
$ |
(1,956,187 |
) |
|
$ |
4,067,786 |
|
|
$ |
2,111,599 |
|
|
Net income (loss) attributable to common shareholders |
|
$ |
1,074,305 |
|
|
$ |
1,881,326 |
|
|
$ |
(2,997,365 |
) |
|
$ |
2,955,631 |
|
|
$ |
(41,734 |
) |
|
Paid-in Capital |
|
$ |
14,108,152 |
|
|
$ |
12,790,678 |
|
|
$ |
10,487,559 |
|
|
$ |
12,790,678 |
|
|
$ |
10,487,559 |
|
|
Accumulated Deficit |
|
$ |
(17,623,667 |
) |
|
$ |
(15,141,417 |
) |
|
$ |
(17,097,604 |
) |
|
$ |
(15,141,417 |
) |
|
$ |
(17,097,604 |
) |
|
Basic |
|
$ |
0.18 |
|
|
$ |
0.32 |
|
|
$ |
(0.50 |
) |
|
$ |
0.50 |
|
|
$ |
(0.01 |
) |
|
Diluted |
|
$ |
0.18 |
|
|
$ |
0.30 |
|
|
$ |
(0.50 |
) |
|
$ |
0.49 |
|
|
$ |
(0.01 |
) |
16
The effects of this correction on each of the quarters and periods during 2015 as we previously reported are presented below:
|
|
|
Three months ended |
|
Six months |
|
Nine months |
||||||||||||||
|
|
|
March 31 |
|
June 30 |
|
September 30 |
|
June 30 |
|
September 30 |
||||||||||
|
As reported: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
$ |
3,261,891 |
|
|
$ |
(2,250,415 |
) |
|
$ |
(3,631,078 |
) |
|
$ |
1,011,476 |
|
|
$ |
(2,619,602 |
) |
|
Net income (loss) attributable to common shareholders |
|
$ |
3,615,046 |
|
|
$ |
(1,905,568 |
) |
|
$ |
(3,287,434 |
) |
|
$ |
1,709,479 |
|
|
$ |
(1,577,954 |
) |
|
Paid-in Capital |
|
$ |
16,290,266 |
|
|
$ |
16,900,193 |
|
|
$ |
17,163,249 |
|
|
$ |
16,900,193 |
|
|
$ |
17,163,249 |
|
|
Accumulated Deficit |
|
$ |
(11,139,595 |
) |
|
$ |
(13,390,010 |
) |
|
$ |
(17,021,088 |
) |
|
$ |
(13,390,010 |
) |
|
$ |
(17,021,088 |
) |
|
Basic |
|
$ |
0.62 |
|
|
$ |
(0.32 |
) |
|
$ |
(0.55 |
) |
|
$ |
0.17 |
|
|
$ |
(0.44 |
) |
|
Diluted |
|
$ |
0.46 |
|
|
$ |
(0.32 |
) |
|
$ |
(0.55 |
) |
|
$ |
0.21 |
|
|
$ |
(0.44 |
) |
|
As reclassified: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
$ |
3,799,253 |
|
|
$ |
(1,755,342 |
) |
|
$ |
(3,115,033 |
) |
|
$ |
2,043,911 |
|
|
$ |
(1,071,122 |
) |
|
Net income (loss) attributable to common shareholders |
|
$ |
3,261,891 |
|
|
$ |
(2,250,415 |
) |
|
$ |
(3,631,078 |
) |
|
$ |
1,011,476 |
|
|
$ |
(2,619,602 |
) |
|
Paid-in Capital |
|
$ |
15,236,589 |
|
|
$ |
15,351,443 |
|
|
$ |
15,098,454 |
|
|
$ |
15,351,443 |
|
|
$ |
15,098,454 |
|
|
Accumulated Deficit |
|
$ |
(10,085,918 |
) |
|
$ |
(11,841,260 |
) |
|
$ |
(14,956,293 |
) |
|
$ |
(11,841,260 |
) |
|
$ |
(14,956,293 |
) |
|
Basic |
|
$ |
0.56 |
|
|
$ |
(0.38 |
) |
|
$ |
(0.61 |
) |
|
$ |
0.17 |
|
|
$ |
(0.44 |
) |
|
Diluted |
|
$ |
0.48 |
|
|
$ |
(0.38 |
) |
|
$ |
(0.61 |
) |
|
$ |
0.17 |
|
|
$ |
(0.44 |
) |
17
Life Insurance Portfolio
Detail
(as of December 31, 2016)
|
|
|
Face |
|
Gender |
|
Age |
|
LE |
|
Insurance Company |
|
S&P |
|
|
1 |
|
$ |
4,000,000 |
|
Male |
|
96 |
|
24 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
2 |
|
$ |
1,100,000 |
|
Male |
|
96 |
|
16 |
|
Reliastar Life Insurance Company |
|
A |
|
3 |
|
$ |
184,000 |
|
Male |
|
95 |
|
36 |
|
Reliastar Life Insurance Company |
|
A |
|
4 |
|
$ |
219,000 |
|
Male |
|
95 |
|
36 |
|
Reliastar Life Insurance Company |
|
A |
|
5 |
|
$ |
1,500,000 |
|
Female |
|
95 |
|
22 |
|
Accordia Life and Annuity Company |
|
A- |
|
6 |
|
$ |
125,000 |
|
Female |
|
95 |
|
4 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
7 |
|
$ |
1,000,000 |
|
Female |
|
94 |
|
21 |
|
Transamerica Life Insurance Company |
|
AA- |
|
8 |
|
$ |
250,000 |
|
Male |
|
94 |
|
21 |
|
North American Company for Life and Health Insurance |
|
A+ |
|
9 |
|
$ |
8,000,000 |
|
Female |
|
94 |
|
13 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
10 |
|
$ |
264,000 |
|
Female |
|
94 |
|
11 |
|
Lincoln Benefit Life Company |
|
BBB+ |
|
11 |
|
$ |
572,429 |
|
Female |
|
93 |
|
24 |
|
Reliastar Life Insurance Company |
|
A |
|
12 |
|
$ |
3,500,000 |
|
Male |
|
93 |
|
27 |
|
Reliastar Life Insurance Company |
|
A |
|
13 |
|
$ |
3,000,000 |
|
Male |
|
93 |
|
28 |
|
West Coast Life Insurance Company |
|
AA- |
|
14 |
|
$ |
500,000 |
|
Male |
|
93 |
|
5 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
15 |
|
$ |
2,000,000 |
|
Female |
|
93 |
|
5 |
|
Pruco Life Insurance Company |
|
AA- |
|
16 |
|
$ |
500,000 |
|
Female |
|
93 |
|
39 |
|
Sun Life Assurance Company of Canada (U.S.) |
|
AA- |
|
17 |
|
$ |
250,000 |
|
Male |
|
93 |
|
6 |
|
Transamerica Life Insurance Company |
|
AA- |
|
18 |
|
$ |
1,682,773 |
|
Female |
|
92 |
|
39 |
|
Hartford Life and Annuity Insurance Company |
|
BBB+ |
|
19 |
|
$ |
500,000 |
|
Female |
|
92 |
|
53 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
20 |
|
$ |
5,000,000 |
|
Female |
|
92 |
|
44 |
|
American General Life Insurance Company |
|
A+ |
|
21 |
|
$ |
400,000 |
|
Female |
|
92 |
|
57 |
|
Principal Life Insurance Company |
|
A+ |
|
22 |
|
$ |
5,000,000 |
|
Female |
|
92 |
|
22 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
23 |
|
$ |
1,000,000 |
|
Female |
|
92 |
|
24 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
24 |
|
$ |
500,000 |
|
Male |
|
92 |
|
38 |
|
Reliastar Life Insurance Company |
|
A |
|
25 |
|
$ |
300,000 |
|
Female |
|
92 |
|
15 |
|
West Coast Life Insurance Company |
|
AA- |
|
26 |
|
$ |
500,000 |
|
Male |
|
91 |
|
38 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
27 |
|
$ |
5,000,000 |
|
Male |
|
91 |
|
21 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
28 |
|
$ |
3,500,000 |
|
Female |
|
91 |
|
59 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
29 |
|
$ |
3,100,000 |
|
Female |
|
91 |
|
24 |
|
Lincoln Benefit Life Company |
|
BBB+ |
|
30 |
|
$ |
1,500,000 |
|
Female |
|
91 |
|
53 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
31 |
|
$ |
2,500,000 |
|
Female |
|
91 |
|
3 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
32 |
|
$ |
2,500,000 |
|
Female |
|
91 |
|
3 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
33 |
|
$ |
3,000,000 |
|
Female |
|
91 |
|
23 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
34 |
|
$ |
5,000,000 |
|
Female |
|
91 |
|
29 |
|
Reliastar Life Insurance Company |
|
A |
|
35 |
|
$ |
144,000 |
|
Male |
|
91 |
|
48 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
36 |
|
$ |
5,000,000 |
|
Female |
|
91 |
|
11 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
37 |
|
$ |
1,000,000 |
|
Female |
|
91 |
|
61 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
38 |
|
$ |
1,000,000 |
|
Male |
|
91 |
|
9 |
|
Voya Retirement Insurance and Annuity Company |
|
A |
|
39 |
|
$ |
1,203,520 |
|
Male |
|
91 |
|
32 |
|
Columbus Life Insurance Company |
|
AA |
|
40 |
|
$ |
1,350,000 |
|
Female |
|
91 |
|
25 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
41 |
|
$ |
600,000 |
|
Female |
|
91 |
|
13 |
|
Columbus Life Insurance Company |
|
AA |
|
42 |
|
$ |
1,000,000 |
|
Female |
|
91 |
|
37 |
|
Pan-American Assurance Company |
|
N/A |
|
43 |
|
$ |
5,000,000 |
|
Female |
|
90 |
|
36 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
44 |
|
$ |
2,500,000 |
|
Female |
|
90 |
|
36 |
|
American General Life Insurance Company |
|
A+ |
|
45 |
|
$ |
2,500,000 |
|
Male |
|
90 |
|
43 |
|
Pacific Life Insurance Company |
|
AA- |
|
46 |
|
$ |
1,000,000 |
|
Female |
|
90 |
|
39 |
|
United of Omaha Life Insurance Company |
|
AA- |
|
47 |
|
$ |
5,000,000 |
|
Male |
|
90 |
|
40 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
48 |
|
$ |
1,200,000 |
|
Male |
|
90 |
|
39 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
18
|
|
|
Face |
|
Gender |
|
Age |
|
LE |
|
Insurance Company |
|
S&P |
|
|
49 |
|
$ |
1,200,000 |
|
Male |
|
90 |
|
39 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
50 |
|
$ |
375,000 |
|
Male |
|
90 |
|
30 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
51 |
|
$ |
1,103,922 |
|
Female |
|
90 |
|
49 |
|
Sun Life Assurance Company of Canada (U.S.) |
|
AA- |
|
52 |
|
$ |
1,000,000 |
|
Female |
|
90 |
|
52 |
|
Transamerica Life Insurance Company |
|
AA- |
|
53 |
|
$ |
250,000 |
|
Female |
|
90 |
|
52 |
|
Transamerica Life Insurance Company |
|
AA- |
|
54 |
|
$ |
500,000 |
|
Female |
|
90 |
|
32 |
|
Transamerica Life Insurance Company |
|
AA- |
|
55 |
|
$ |
5,000,000 |
|
Male |
|
90 |
|
41 |
|
AIG Life Insurance Company |
|
A+ |
|
56 |
|
$ |
500,000 |
|
Male |
|
90 |
|
50 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
57 |
|
$ |
800,000 |
|
Male |
|
90 |
|
51 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
58 |
|
$ |
400,000 |
|
Male |
|
90 |
|
35 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
59 |
|
$ |
977,000 |
|
Male |
|
90 |
|
33 |
|
New York Life Insurance Company |
|
AA+ |
|
60 |
|
$ |
2,000,000 |
|
Male |
|
90 |
|
30 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
61 |
|
$ |
500,000 |
|
Female |
|
90 |
|
24 |
|
Nationwide Life and Annuity Insurance Company |
|
A+ |
|
62 |
|
$ |
715,000 |
|
Female |
|
90 |
|
43 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
63 |
|
$ |
2,225,000 |
|
Female |
|
90 |
|
72 |
|
Transamerica Life Insurance Company |
|
AA- |
|
64 |
|
$ |
3,000,000 |
|
Female |
|
90 |
|
68 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
65 |
|
$ |
1,500,000 |
|
Male |
|
90 |
|
34 |
|
Union Central Life Insurance Company |
|
N/A |
|
66 |
|
$ |
3,500,000 |
|
Female |
|
90 |
|
30 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
67 |
|
$ |
1,500,000 |
|
Male |
|
90 |
|
90 |
|
Transamerica Life Insurance Company |
|
AA- |
|
68 |
|
$ |
1,000,000 |
|
Female |
|
89 |
|
42 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
69 |
|
$ |
248,859 |
|
Female |
|
89 |
|
23 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
70 |
|
$ |
500,000 |
|
Female |
|
89 |
|
55 |
|
Sun Life Assurance Company of Canada (U.S.) |
|
AA- |
|
71 |
|
$ |
3,000,000 |
|
Male |
|
89 |
|
34 |
|
Transamerica Life Insurance Company |
|
AA- |
|
72 |
|
$ |
250,000 |
|
Male |
|
89 |
|
58 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
73 |
|
$ |
4,000,000 |
|
Female |
|
89 |
|
59 |
|
Transamerica Life Insurance Company |
|
AA- |
|
74 |
|
$ |
2,000,000 |
|
Female |
|
89 |
|
38 |
|
Beneficial Life Insurance Company |
|
N/A |
|
75 |
|
$ |
250,000 |
|
Female |
|
89 |
|
38 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
76 |
|
$ |
1,050,000 |
|
Male |
|
89 |
|
32 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
77 |
|
$ |
3,000,000 |
|
Male |
|
89 |
|
82 |
|
Transamerica Life Insurance Company |
|
AA- |
|
78 |
|
$ |
1,000,000 |
|
Male |
|
89 |
|
42 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
79 |
|
$ |
1,250,000 |
|
Male |
|
89 |
|
25 |
|
Columbus Life Insurance Company |
|
AA |
|
80 |
|
$ |
300,000 |
|
Male |
|
89 |
|
25 |
|
Columbus Life Insurance Company |
|
AA |
|
81 |
|
$ |
4,785,380 |
|
Female |
|
89 |
|
30 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
82 |
|
$ |
2,500,000 |
|
Male |
|
89 |
|
44 |
|
Transamerica Life Insurance Company |
|
AA- |
|
83 |
|
$ |
1,000,000 |
|
Female |
|
89 |
|
39 |
|
West Coast Life Insurance Company |
|
AA- |
|
84 |
|
$ |
2,000,000 |
|
Female |
|
89 |
|
39 |
|
West Coast Life Insurance Company |
|
AA- |
|
85 |
|
$ |
1,803,455 |
|
Female |
|
89 |
|
59 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
86 |
|
$ |
1,529,270 |
|
Female |
|
89 |
|
59 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
87 |
|
$ |
5,000,000 |
|
Male |
|
89 |
|
39 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
88 |
|
$ |
800,000 |
|
Male |
|
89 |
|
42 |
|
National Western Life Insurance Company |
|
A |
|
89 |
|
$ |
500,000 |
|
Female |
|
89 |
|
38 |
|
Transamerica Life Insurance Company |
|
AA- |
|
90 |
|
$ |
400,000 |
|
Female |
|
89 |
|
38 |
|
Lincoln Benefit Life Company |
|
BBB+ |
|
91 |
|
$ |
200,000 |
|
Male |
|
89 |
|
38 |
|
Lincoln Benefit Life Company |
|
BBB+ |
|
92 |
|
$ |
4,445,467 |
|
Male |
|
89 |
|
45 |
|
Penn Mutual Life Insurance Company |
|
A+ |
|
93 |
|
$ |
7,500,000 |
|
Male |
|
89 |
|
37 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
94 |
|
$ |
3,600,000 |
|
Female |
|
89 |
|
55 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
95 |
|
$ |
300,000 |
|
Male |
|
89 |
|
37 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
96 |
|
$ |
3,000,000 |
|
Male |
|
89 |
|
31 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
97 |
|
$ |
2,000,000 |
|
Male |
|
89 |
|
34 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
19
|
|
|
Face |
|
Gender |
|
Age |
|
LE |
|
Insurance Company |
|
S&P |
|
|
98 |
|
$ |
100,000 |
|
Female |
|
89 |
|
44 |
|
American General Life Insurance Company |
|
A+ |
|
99 |
|
$ |
100,000 |
|
Female |
|
89 |
|
44 |
|
American General Life Insurance Company |
|
A+ |
|
100 |
|
$ |
2,000,000 |
|
Female |
|
89 |
|
62 |
|
U.S. Financial Life Insurance Company |
|
N/A |
|
101 |
|
$ |
396,791 |
|
Male |
|
89 |
|
24 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
102 |
|
$ |
1,000,000 |
|
Male |
|
88 |
|
38 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
103 |
|
$ |
2,000,000 |
|
Male |
|
88 |
|
38 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
104 |
|
$ |
5,000,000 |
|
Male |
|
88 |
|
38 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
105 |
|
$ |
5,000,000 |
|
Female |
|
88 |
|
26 |
|
Transamerica Life Insurance Company |
|
AA- |
|
106 |
|
$ |
1,200,000 |
|
Male |
|
88 |
|
60 |
|
Transamerica Life Insurance Company |
|
AA- |
|
107 |
|
$ |
6,000,000 |
|
Female |
|
88 |
|
45 |
|
Sun Life Assurance Company of Canada (U.S.) |
|
AA- |
|
108 |
|
$ |
250,000 |
|
Male |
|
88 |
|
37 |
|
Wilton Reassurance Life Insurance Company |
|
N/A |
|
109 |
|
$ |
1,000,000 |
|
Female |
|
88 |
|
74 |
|
Security Life of Denver Insurance Company |
|
A |
|
110 |
|
$ |
330,000 |
|
Male |
|
88 |
|
57 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
111 |
|
$ |
175,000 |
|
Male |
|
88 |
|
57 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
112 |
|
$ |
335,000 |
|
Male |
|
88 |
|
57 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
113 |
|
$ |
3,000,000 |
|
Male |
|
88 |
|
63 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
114 |
|
$ |
1,000,000 |
|
Female |
|
88 |
|
18 |
|
State Farm Life Insurance Company |
|
AA |
|
115 |
|
$ |
1,000,000 |
|
Female |
|
88 |
|
28 |
|
New York Life Insurance Company |
|
AA+ |
|
116 |
|
$ |
209,176 |
|
Male |
|
88 |
|
79 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
117 |
|
$ |
10,000,000 |
|
Female |
|
88 |
|
59 |
|
West Coast Life Insurance Company |
|
AA- |
|
118 |
|
$ |
8,500,000 |
|
Male |
|
88 |
|
66 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
119 |
|
$ |
500,000 |
|
Male |
|
88 |
|
67 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
120 |
|
$ |
347,211 |
|
Male |
|
88 |
|
28 |
|
Pruco Life Insurance Company |
|
AA- |
|
121 |
|
$ |
500,000 |
|
Female |
|
88 |
|
43 |
|
Beneficial Life Insurance Company |
|
N/A |
|
122 |
|
$ |
1,269,017 |
|
Male |
|
88 |
|
23 |
|
Hartford Life and Annuity Insurance Company |
|
BBB+ |
|
123 |
|
$ |
1,000,000 |
|
Male |
|
88 |
|
32 |
|
Security Life of Denver Insurance Company |
|
A |
|
124 |
|
$ |
5,000,000 |
|
Male |
|
88 |
|
66 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
125 |
|
$ |
120,500 |
|
Male |
|
88 |
|
27 |
|
New England Life Insurance Company |
|
A+ |
|
126 |
|
$ |
4,513,823 |
|
Female |
|
88 |
|
17 |
|
Accordia Life and Annuity Company |
|
A- |
|
127 |
|
$ |
2,000,000 |
|
Male |
|
88 |
|
75 |
|
Security Life of Denver Insurance Company |
|
A |
|
128 |
|
$ |
2,000,000 |
|
Male |
|
88 |
|
75 |
|
Security Life of Denver Insurance Company |
|
A |
|
129 |
|
$ |
2,000,000 |
|
Male |
|
88 |
|
75 |
|
Security Life of Denver Insurance Company |
|
A |
|
130 |
|
$ |
309,000 |
|
Male |
|
88 |
|
25 |
|
Transamerica Life Insurance Company |
|
AA- |
|
131 |
|
$ |
1,500,000 |
|
Male |
|
88 |
|
46 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
132 |
|
$ |
1,365,000 |
|
Female |
|
87 |
|
80 |
|
Transamerica Life Insurance Company |
|
AA- |
|
133 |
|
$ |
200,000 |
|
Female |
|
87 |
|
72 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
134 |
|
$ |
1,000,000 |
|
Male |
|
87 |
|
35 |
|
Sun Life Assurance Company of Canada (U.S.) |
|
AA- |
|
135 |
|
$ |
1,000,000 |
|
Male |
|
87 |
|
28 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
136 |
|
$ |
1,000,000 |
|
Female |
|
87 |
|
60 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
137 |
|
$ |
2,000,000 |
|
Male |
|
87 |
|
82 |
|
Transamerica Life Insurance Company |
|
AA- |
|
138 |
|
$ |
1,000,000 |
|
Male |
|
87 |
|
27 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
139 |
|
$ |
1,000,000 |
|
Male |
|
87 |
|
42 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
140 |
|
$ |
2,328,547 |
|
Male |
|
87 |
|
32 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
141 |
|
$ |
2,000,000 |
|
Male |
|
87 |
|
32 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
142 |
|
$ |
1,000,000 |
|
Male |
|
87 |
|
22 |
|
Transamerica Life Insurance Company |
|
AA- |
|
143 |
|
$ |
750,000 |
|
Female |
|
87 |
|
68 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
144 |
|
$ |
1,500,000 |
|
Female |
|
87 |
|
68 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
145 |
|
$ |
400,000 |
|
Female |
|
87 |
|
68 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
146 |
|
$ |
1,250,000 |
|
Female |
|
87 |
|
68 |
|
Lincoln National Life Insurance Company |
|
AA- |
20
|
|
|
Face |
|
Gender |
|
Age |
|
LE |
|
Insurance Company |
|
S&P |
|
|
147 |
|
$ |
2,000,000 |
|
Male |
|
87 |
|
48 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
148 |
|
$ |
3,000,000 |
|
Female |
|
87 |
|
51 |
|
Transamerica Life Insurance Company |
|
AA- |
|
149 |
|
$ |
5,000,000 |
|
Male |
|
87 |
|
58 |
|
Security Life of Denver Insurance Company |
|
A |
|
150 |
|
$ |
1,800,000 |
|
Male |
|
87 |
|
40 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
151 |
|
$ |
284,924 |
|
Male |
|
87 |
|
48 |
|
Transamerica Life Insurance Company |
|
AA- |
|
152 |
|
$ |
2,000,000 |
|
Male |
|
87 |
|
49 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
153 |
|
$ |
1,750,000 |
|
Male |
|
87 |
|
49 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
154 |
|
$ |
4,000,000 |
|
Male |
|
87 |
|
38 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
155 |
|
$ |
2,000,000 |
|
Male |
|
87 |
|
24 |
|
Transamerica Life Insurance Company |
|
AA- |
|
156 |
|
$ |
1,425,000 |
|
Male |
|
87 |
|
60 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
157 |
|
$ |
800,000 |
|
Male |
|
87 |
|
38 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
158 |
|
$ |
1,000,000 |
|
Female |
|
86 |
|
69 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
159 |
|
$ |
1,500,000 |
|
Male |
|
86 |
|
24 |
|
Transamerica Life Insurance Company |
|
AA- |
|
160 |
|
$ |
1,500,000 |
|
Female |
|
86 |
|
114 |
|
Lincoln Benefit Life Company |
|
BBB+ |
|
161 |
|
$ |
1,000,000 |
|
Female |
|
86 |
|
32 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
162 |
|
$ |
3,750,000 |
|
Male |
|
86 |
|
61 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
163 |
|
$ |
2,000,000 |
|
Male |
|
86 |
|
41 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
164 |
|
$ |
3,000,000 |
|
Male |
|
86 |
|
41 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
165 |
|
$ |
4,000,000 |
|
Male |
|
86 |
|
24 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
166 |
|
$ |
1,000,000 |
|
Male |
|
86 |
|
63 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
167 |
|
$ |
2,000,000 |
|
Female |
|
86 |
|
71 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
168 |
|
$ |
2,000,000 |
|
Female |
|
86 |
|
84 |
|
Lincoln Benefit Life Company |
|
BBB+ |
|
169 |
|
$ |
1,000,000 |
|
Male |
|
86 |
|
41 |
|
Security Life of Denver Insurance Company |
|
A |
|
170 |
|
$ |
5,000,000 |
|
Female |
|
86 |
|
46 |
|
Security Life of Denver Insurance Company |
|
A |
|
171 |
|
$ |
3,000,000 |
|
Female |
|
86 |
|
69 |
|
Sun Life Assurance Company of Canada (U.S.) |
|
AA- |
|
172 |
|
$ |
2,400,000 |
|
Male |
|
86 |
|
25 |
|
Genworth Life Insurance Company |
|
BB |
|
173 |
|
$ |
3,000,000 |
|
Male |
|
86 |
|
77 |
|
Transamerica Life Insurance Company |
|
AA- |
|
174 |
|
$ |
125,000 |
|
Male |
|
86 |
|
51 |
|
Jackson National Life Insurance Company |
|
AA |
|
175 |
|
$ |
1,500,000 |
|
Male |
|
86 |
|
64 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
176 |
|
$ |
5,000,000 |
|
Male |
|
86 |
|
73 |
|
Security Life of Denver Insurance Company |
|
A |
|
177 |
|
$ |
1,500,000 |
|
Male |
|
86 |
|
36 |
|
Reliastar Life Insurance Company |
|
A |
|
178 |
|
$ |
1,500,000 |
|
Male |
|
86 |
|
36 |
|
Reliastar Life Insurance Company |
|
A |
|
179 |
|
$ |
1,000,000 |
|
Male |
|
86 |
|
52 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
180 |
|
$ |
450,000 |
|
Male |
|
86 |
|
52 |
|
American General Life Insurance Company |
|
A+ |
|
181 |
|
$ |
2,500,000 |
|
Female |
|
86 |
|
63 |
|
American General Life Insurance Company |
|
A+ |
|
182 |
|
$ |
500,000 |
|
Male |
|
86 |
|
30 |
|
Genworth Life Insurance Company |
|
BB |
|
183 |
|
$ |
1,980,000 |
|
Male |
|
86 |
|
38 |
|
New York Life Insurance Company |
|
AA+ |
|
184 |
|
$ |
1,000,000 |
|
Male |
|
86 |
|
34 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
185 |
|
$ |
500,000 |
|
Male |
|
86 |
|
37 |
|
New England Life Insurance Company |
|
A+ |
|
186 |
|
$ |
4,000,000 |
|
Female |
|
86 |
|
39 |
|
Reliastar Life Insurance Company |
|
A |
|
187 |
|
$ |
5,000,000 |
|
Female |
|
86 |
|
78 |
|
American General Life Insurance Company |
|
A+ |
|
188 |
|
$ |
1,703,959 |
|
Male |
|
86 |
|
57 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
189 |
|
$ |
1,000,000 |
|
Male |
|
86 |
|
44 |
|
Hartford Life and Annuity Insurance Company |
|
BBB+ |
|
190 |
|
$ |
2,000,000 |
|
Female |
|
86 |
|
74 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
191 |
|
$ |
500,000 |
|
Female |
|
86 |
|
23 |
|
Transamerica Life Insurance Company |
|
AA- |
|
192 |
|
$ |
3,500,000 |
|
Female |
|
86 |
|
92 |
|
Lincoln Benefit Life Company |
|
BBB+ |
|
193 |
|
$ |
5,000,000 |
|
Female |
|
85 |
|
86 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
194 |
|
$ |
6,000,000 |
|
Female |
|
85 |
|
95 |
|
American General Life Insurance Company |
|
A+ |
|
195 |
|
$ |
1,433,572 |
|
Male |
|
85 |
|
41 |
|
Security Mutual Life Insurance Company of NY |
|
N/A |
21
|
|
|
Face |
|
Gender |
|
Age |
|
LE |
|
Insurance Company |
|
S&P |
|
|
196 |
|
$ |
10,000,000 |
|
Male |
|
85 |
|
113 |
|
Pacific Life Insurance Company |
|
AA- |
|
197 |
|
$ |
1,000,000 |
|
Male |
|
85 |
|
49 |
|
Texas Life Insurance Company |
|
N/A |
|
198 |
|
$ |
500,000 |
|
Male |
|
85 |
|
90 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
199 |
|
$ |
2,000,000 |
|
Male |
|
85 |
|
51 |
|
National Life Insurance Company |
|
A |
|
200 |
|
$ |
2,147,816 |
|
Female |
|
85 |
|
104 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
201 |
|
$ |
4,200,000 |
|
Female |
|
85 |
|
103 |
|
Transamerica Life Insurance Company |
|
AA- |
|
202 |
|
$ |
850,000 |
|
Male |
|
85 |
|
46 |
|
American General Life Insurance Company |
|
A+ |
|
203 |
|
$ |
750,000 |
|
Male |
|
85 |
|
72 |
|
West Coast Life Insurance Company |
|
AA- |
|
204 |
|
$ |
5,000,000 |
|
Male |
|
85 |
|
44 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
205 |
|
$ |
2,000,000 |
|
Female |
|
85 |
|
59 |
|
New York Life Insurance Company |
|
AA+ |
|
206 |
|
$ |
5,000,000 |
|
Male |
|
85 |
|
60 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
207 |
|
$ |
1,500,000 |
|
Male |
|
85 |
|
66 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
208 |
|
$ |
250,000 |
|
Male |
|
85 |
|
39 |
|
Ohio State Insurance Company |
|
N/A |
|
209 |
|
$ |
3,500,000 |
|
Female |
|
85 |
|
74 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
210 |
|
$ |
1,000,000 |
|
Female |
|
85 |
|
87 |
|
West Coast Life Insurance Company |
|
AA- |
|
211 |
|
$ |
8,500,000 |
|
Male |
|
85 |
|
90 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
212 |
|
$ |
600,000 |
|
Male |
|
85 |
|
86 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
213 |
|
$ |
3,000,000 |
|
Female |
|
85 |
|
54 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
214 |
|
$ |
7,600,000 |
|
Female |
|
85 |
|
83 |
|
Transamerica Life Insurance Company |
|
AA- |
|
215 |
|
$ |
250,000 |
|
Male |
|
85 |
|
16 |
|
Midland National Life Insurance Company |
|
A+ |
|
216 |
|
$ |
250,000 |
|
Male |
|
85 |
|
39 |
|
Transamerica Life Insurance Company |
|
AA- |
|
217 |
|
$ |
2,275,000 |
|
Male |
|
85 |
|
78 |
|
Reliastar Life Insurance Company |
|
A |
|
218 |
|
$ |
2,500,000 |
|
Male |
|
85 |
|
46 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
219 |
|
$ |
3,000,000 |
|
Male |
|
85 |
|
46 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
220 |
|
$ |
300,000 |
|
Female |
|
85 |
|
92 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
221 |
|
$ |
500,000 |
|
Female |
|
85 |
|
92 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
222 |
|
$ |
340,000 |
|
Female |
|
85 |
|
72 |
|
Jackson National Life Insurance Company |
|
AA |
|
223 |
|
$ |
2,000,000 |
|
Male |
|
85 |
|
71 |
|
Pacific Life Insurance Company |
|
AA- |
|
224 |
|
$ |
7,600,000 |
|
Male |
|
85 |
|
86 |
|
Transamerica Life Insurance Company |
|
AA- |
|
225 |
|
$ |
3,000,000 |
|
Female |
|
85 |
|
34 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
226 |
|
$ |
250,000 |
|
Male |
|
85 |
|
65 |
|
Voya Retirement Insurance and Annuity Company |
|
A |
|
227 |
|
$ |
1,800,000 |
|
Female |
|
85 |
|
47 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
228 |
|
$ |
3,000,000 |
|
Male |
|
85 |
|
47 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
229 |
|
$ |
1,275,000 |
|
Male |
|
85 |
|
42 |
|
General American Life Insurance Company |
|
AA- |
|
230 |
|
$ |
500,000 |
|
Male |
|
85 |
|
10 |
|
Great Southern Life Insurance Company |
|
N/A |
|
231 |
|
$ |
2,247,450 |
|
Female |
|
85 |
|
47 |
|
Transamerica Life Insurance Company |
|
AA- |
|
232 |
|
$ |
500,000 |
|
Female |
|
85 |
|
83 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
233 |
|
$ |
400,000 |
|
Male |
|
85 |
|
37 |
|
Transamerica Life Insurance Company |
|
AA- |
|
234 |
|
$ |
1,000,000 |
|
Male |
|
85 |
|
78 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
235 |
|
$ |
1,000,000 |
|
Male |
|
85 |
|
48 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
236 |
|
$ |
300,000 |
|
Male |
|
85 |
|
48 |
|
New England Life Insurance Company |
|
A+ |
|
237 |
|
$ |
3,500,000 |
|
Male |
|
85 |
|
51 |
|
Pacific Life Insurance Company |
|
AA- |
|
238 |
|
$ |
2,500,000 |
|
Male |
|
85 |
|
51 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
239 |
|
$ |
80,000 |
|
Female |
|
84 |
|
45 |
|
Protective Life Insurance Company |
|
AA- |
|
240 |
|
$ |
1,000,000 |
|
Male |
|
84 |
|
56 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
241 |
|
$ |
3,000,000 |
|
Male |
|
84 |
|
29 |
|
U.S. Financial Life Insurance Company |
|
N/A |
|
242 |
|
$ |
325,000 |
|
Male |
|
84 |
|
51 |
|
Genworth Life and Annuity Insurance Company |
|
BB |
|
243 |
|
$ |
175,000 |
|
Male |
|
84 |
|
51 |
|
Genworth Life and Annuity Insurance Company |
|
BB |
|
244 |
|
$ |
600,000 |
|
Male |
|
84 |
|
59 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
22
|
|
|
Face |
|
Gender |
|
Age |
|
LE |
|
Insurance Company |
|
S&P |
|
|
245 |
|
$ |
5,000,000 |
|
Male |
|
84 |
|
95 |
|
American General Life Insurance Company |
|
A+ |
|
246 |
|
$ |
1,900,000 |
|
Male |
|
84 |
|
52 |
|
American National Insurance Company |
|
A |
|
247 |
|
$ |
500,000 |
|
Male |
|
84 |
|
34 |
|
New York Life Insurance Company |
|
AA+ |
|
248 |
|
$ |
500,000 |
|
Male |
|
84 |
|
34 |
|
New York Life Insurance Company |
|
AA+ |
|
249 |
|
$ |
385,000 |
|
Male |
|
84 |
|
59 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
250 |
|
$ |
500,000 |
|
Male |
|
84 |
|
59 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
251 |
|
$ |
75,000 |
|
Male |
|
84 |
|
37 |
|
Fidelity and Guaranty Insurance Company |
|
BBB- |
|
252 |
|
$ |
10,000,000 |
|
Male |
|
84 |
|
60 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
253 |
|
$ |
1,000,000 |
|
Female |
|
84 |
|
64 |
|
American General Life Insurance Company |
|
A+ |
|
254 |
|
$ |
5,000,000 |
|
Female |
|
84 |
|
63 |
|
Sun Life Assurance Company of Canada (U.S.) |
|
AA- |
|
255 |
|
$ |
750,000 |
|
Male |
|
84 |
|
64 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
256 |
|
$ |
4,500,000 |
|
Male |
|
84 |
|
59 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
257 |
|
$ |
1,995,000 |
|
Female |
|
84 |
|
67 |
|
Transamerica Life Insurance Company |
|
AA- |
|
258 |
|
$ |
4,000,000 |
|
Male |
|
84 |
|
44 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
259 |
|
$ |
10,000,000 |
|
Male |
|
84 |
|
69 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
260 |
|
$ |
1,000,000 |
|
Male |
|
84 |
|
56 |
|
Hartford Life and Annuity Insurance Company |
|
BBB+ |
|
261 |
|
$ |
1,000,000 |
|
Male |
|
84 |
|
56 |
|
Jackson National Life Insurance Company |
|
AA |
|
262 |
|
$ |
2,300,000 |
|
Male |
|
84 |
|
12 |
|
American General Life Insurance Company |
|
A+ |
|
263 |
|
$ |
3,500,000 |
|
Male |
|
84 |
|
58 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
264 |
|
$ |
6,217,200 |
|
Female |
|
84 |
|
91 |
|
Phoenix Life Insurance Company |
|
BB- |
|
265 |
|
$ |
2,500,000 |
|
Female |
|
84 |
|
60 |
|
Reliastar Life Insurance Company |
|
A |
|
266 |
|
$ |
5,000,000 |
|
Female |
|
84 |
|
46 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
267 |
|
$ |
5,000,000 |
|
Male |
|
84 |
|
66 |
|
Transamerica Life Insurance Company |
|
AA- |
|
268 |
|
$ |
2,000,000 |
|
Female |
|
84 |
|
83 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
269 |
|
$ |
500,000 |
|
Female |
|
84 |
|
90 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
270 |
|
$ |
1,000,000 |
|
Male |
|
84 |
|
39 |
|
American General Life Insurance Company |
|
A+ |
|
271 |
|
$ |
750,000 |
|
Male |
|
84 |
|
75 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
272 |
|
$ |
350,000 |
|
Male |
|
84 |
|
25 |
|
Jackson National Life Insurance Company |
|
AA |
|
273 |
|
$ |
5,000,000 |
|
Male |
|
84 |
|
69 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
274 |
|
$ |
3,000,000 |
|
Male |
|
83 |
|
54 |
|
Protective Life Insurance Company |
|
AA- |
|
275 |
|
$ |
1,500,000 |
|
Male |
|
83 |
|
54 |
|
American General Life Insurance Company |
|
A+ |
|
276 |
|
$ |
2,000,000 |
|
Female |
|
83 |
|
91 |
|
Transamerica Life Insurance Company |
|
AA- |
|
277 |
|
$ |
5,000,000 |
|
Female |
|
83 |
|
65 |
|
Security Mutual Life Insurance Company of NY |
|
N/A |
|
278 |
|
$ |
550,000 |
|
Male |
|
83 |
|
103 |
|
Genworth Life Insurance Company |
|
BB |
|
279 |
|
$ |
500,000 |
|
Male |
|
83 |
|
52 |
|
West Coast Life Insurance Company |
|
AA- |
|
280 |
|
$ |
1,500,000 |
|
Male |
|
83 |
|
59 |
|
Pacific Life Insurance Company |
|
AA- |
|
281 |
|
$ |
1,000,000 |
|
Female |
|
83 |
|
78 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
282 |
|
$ |
2,000,000 |
|
Male |
|
83 |
|
72 |
|
New York Life Insurance Company |
|
AA+ |
|
283 |
|
$ |
250,000 |
|
Male |
|
83 |
|
129 |
|
Reliastar Life Insurance Company |
|
A |
|
284 |
|
$ |
1,000,000 |
|
Male |
|
83 |
|
140 |
|
Reliastar Life Insurance Company |
|
A |
|
285 |
|
$ |
1,500,000 |
|
Male |
|
83 |
|
57 |
|
Lincoln Benefit Life Company |
|
BBB+ |
|
286 |
|
$ |
2,000,000 |
|
Female |
|
83 |
|
74 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
287 |
|
$ |
10,000,000 |
|
Male |
|
83 |
|
66 |
|
New York Life Insurance Company |
|
AA+ |
|
288 |
|
$ |
417,300 |
|
Male |
|
83 |
|
88 |
|
Jackson National Life Insurance Company |
|
AA |
|
289 |
|
$ |
5,000,000 |
|
Male |
|
83 |
|
60 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
290 |
|
$ |
300,000 |
|
Female |
|
83 |
|
62 |
|
Hartford Life and Annuity Insurance Company |
|
BBB+ |
|
291 |
|
$ |
10,000,000 |
|
Male |
|
83 |
|
100 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
292 |
|
$ |
2,000,000 |
|
Male |
|
83 |
|
57 |
|
Ohio National Life Assurance Corporation |
|
AA- |
|
293 |
|
$ |
1,000,000 |
|
Male |
|
83 |
|
57 |
|
Ohio National Life Assurance Corporation |
|
AA- |
23
|
|
|
Face |
|
Gender |
|
Age |
|
LE |
|
Insurance Company |
|
S&P |
|
|
294 |
|
$ |
7,000,000 |
|
Male |
|
83 |
|
74 |
|
Genworth Life Insurance Company |
|
BB |
|
295 |
|
$ |
5,000,000 |
|
Male |
|
82 |
|
78 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
296 |
|
$ |
6,000,000 |
|
Male |
|
82 |
|
93 |
|
Transamerica Life Insurance Company |
|
AA- |
|
297 |
|
$ |
8,000,000 |
|
Male |
|
82 |
|
71 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
298 |
|
$ |
850,000 |
|
Female |
|
82 |
|
86 |
|
Zurich Life Insurance Company |
|
AA- |
|
299 |
|
$ |
1,680,000 |
|
Female |
|
82 |
|
57 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
300 |
|
$ |
600,000 |
|
Male |
|
82 |
|
42 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
301 |
|
$ |
2,000,000 |
|
Male |
|
82 |
|
19 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
302 |
|
$ |
1,250,000 |
|
Male |
|
82 |
|
87 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
303 |
|
$ |
3,000,000 |
|
Female |
|
82 |
|
59 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
304 |
|
$ |
1,000,000 |
|
Male |
|
82 |
|
54 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
305 |
|
$ |
1,250,000 |
|
Female |
|
82 |
|
73 |
|
Principal Life Insurance Company |
|
A+ |
|
306 |
|
$ |
320,987 |
|
Female |
|
82 |
|
94 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
307 |
|
$ |
1,000,000 |
|
Male |
|
82 |
|
45 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
308 |
|
$ |
700,000 |
|
Male |
|
82 |
|
89 |
|
Banner Life Insurance Company |
|
AA- |
|
309 |
|
$ |
2,000,000 |
|
Female |
|
82 |
|
78 |
|
Pacific Life Insurance Company |
|
AA- |
|
310 |
|
$ |
3,000,000 |
|
Male |
|
82 |
|
85 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
311 |
|
$ |
10,000,000 |
|
Male |
|
82 |
|
58 |
|
Hartford Life and Annuity Insurance Company |
|
BBB+ |
|
312 |
|
$ |
1,750,000 |
|
Male |
|
82 |
|
70 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
313 |
|
$ |
250,000 |
|
Male |
|
82 |
|
67 |
|
American General Life Insurance Company |
|
A+ |
|
314 |
|
$ |
3,500,000 |
|
Male |
|
82 |
|
73 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
315 |
|
$ |
2,502,000 |
|
Male |
|
82 |
|
133 |
|
Transamerica Life Insurance Company |
|
AA- |
|
316 |
|
$ |
170,000 |
|
Female |
|
82 |
|
52 |
|
Reliastar Life Insurance Company |
|
A |
|
317 |
|
$ |
240,000 |
|
Male |
|
82 |
|
33 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
318 |
|
$ |
250,000 |
|
Female |
|
82 |
|
91 |
|
Accordia Life and Annuity Company |
|
A- |
|
319 |
|
$ |
3,000,000 |
|
Male |
|
82 |
|
112 |
|
Principal Life Insurance Company |
|
A+ |
|
320 |
|
$ |
1,700,000 |
|
Male |
|
82 |
|
52 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
321 |
|
$ |
1,210,000 |
|
Male |
|
82 |
|
54 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
322 |
|
$ |
3,000,000 |
|
Female |
|
82 |
|
94 |
|
West Coast Life Insurance Company |
|
AA- |
|
323 |
|
$ |
8,000,000 |
|
Male |
|
81 |
|
115 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
324 |
|
$ |
3,000,000 |
|
Male |
|
81 |
|
33 |
|
Pacific Life Insurance Company |
|
AA- |
|
325 |
|
$ |
3,000,000 |
|
Male |
|
81 |
|
33 |
|
Minnesota Life Insurance Company |
|
A+ |
|
326 |
|
$ |
3,000,000 |
|
Male |
|
81 |
|
33 |
|
Pruco Life Insurance Company |
|
AA- |
|
327 |
|
$ |
3,000,000 |
|
Male |
|
81 |
|
79 |
|
Reliastar Life Insurance Company |
|
A |
|
328 |
|
$ |
5,000,000 |
|
Male |
|
81 |
|
87 |
|
Pacific Life Insurance Company |
|
AA- |
|
329 |
|
$ |
5,000,000 |
|
Male |
|
81 |
|
87 |
|
Pacific Life Insurance Company |
|
AA- |
|
330 |
|
$ |
4,000,000 |
|
Male |
|
81 |
|
70 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
331 |
|
$ |
500,000 |
|
Male |
|
81 |
|
44 |
|
Genworth Life and Annuity Insurance Company |
|
BB |
|
332 |
|
$ |
3,000,000 |
|
Male |
|
81 |
|
133 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
333 |
|
$ |
300,000 |
|
Female |
|
81 |
|
88 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
334 |
|
$ |
200,000 |
|
Male |
|
81 |
|
62 |
|
Protective Life Insurance Company |
|
AA- |
|
335 |
|
$ |
150,000 |
|
Male |
|
81 |
|
62 |
|
Protective Life Insurance Company |
|
AA- |
|
336 |
|
$ |
150,000 |
|
Male |
|
81 |
|
62 |
|
Protective Life Insurance Company |
|
AA- |
|
337 |
|
$ |
350,000 |
|
Male |
|
81 |
|
62 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
338 |
|
$ |
1,187,327 |
|
Male |
|
81 |
|
86 |
|
Transamerica Life Insurance Company |
|
AA- |
|
339 |
|
$ |
5,000,000 |
|
Male |
|
81 |
|
117 |
|
Principal Life Insurance Company |
|
A+ |
|
340 |
|
$ |
5,000,000 |
|
Male |
|
81 |
|
96 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
341 |
|
$ |
800,000 |
|
Male |
|
81 |
|
68 |
|
North American Company for Life And Health Insurance |
|
A+ |
|
342 |
|
$ |
7,000,000 |
|
Male |
|
81 |
|
75 |
|
Lincoln Benefit Life Company |
|
BBB+ |
24
|
|
|
Face |
|
Gender |
|
Age |
|
LE |
|
Insurance Company |
|
S&P |
|
|
343 |
|
$ |
8,000,000 |
|
Female |
|
81 |
|
96 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
344 |
|
$ |
1,000,000 |
|
Female |
|
81 |
|
77 |
|
Lincoln Benefit Life Company |
|
BBB+ |
|
345 |
|
$ |
1,000,000 |
|
Male |
|
81 |
|
82 |
|
Penn Mutual Life Insurance Company |
|
A+ |
|
346 |
|
$ |
250,000 |
|
Male |
|
81 |
|
86 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
347 |
|
$ |
6,000,000 |
|
Male |
|
81 |
|
111 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
348 |
|
$ |
130,000 |
|
Male |
|
81 |
|
42 |
|
Genworth Life Insurance Company |
|
BB |
|
349 |
|
$ |
5,500,000 |
|
Male |
|
81 |
|
110 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
350 |
|
$ |
1,000,000 |
|
Male |
|
81 |
|
89 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
351 |
|
$ |
1,000,000 |
|
Male |
|
81 |
|
112 |
|
Protective Life Insurance Company |
|
AA- |
|
352 |
|
$ |
4,000,000 |
|
Male |
|
81 |
|
84 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
353 |
|
$ |
2,000,000 |
|
Male |
|
81 |
|
71 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
354 |
|
$ |
2,000,000 |
|
Male |
|
81 |
|
71 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
355 |
|
$ |
4,300,000 |
|
Female |
|
81 |
|
99 |
|
American National Insurance Company |
|
A |
|
356 |
|
$ |
100,000 |
|
Male |
|
81 |
|
75 |
|
Prudential Insurance Company of America |
|
AA- |
|
357 |
|
$ |
200,000 |
|
Male |
|
81 |
|
56 |
|
Kansas City Life Insurance Company |
|
N/A |
|
358 |
|
$ |
200,000 |
|
Male |
|
81 |
|
47 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
359 |
|
$ |
6,000,000 |
|
Male |
|
81 |
|
96 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
360 |
|
$ |
2,000,000 |
|
Female |
|
81 |
|
65 |
|
Transamerica Life Insurance Company |
|
AA- |
|
361 |
|
$ |
1,500,000 |
|
Female |
|
81 |
|
66 |
|
Protective Life Insurance Company |
|
AA- |
|
362 |
|
$ |
1,000,000 |
|
Male |
|
81 |
|
47 |
|
Pacific Life Insurance Company |
|
AA- |
|
363 |
|
$ |
200,000 |
|
Male |
|
81 |
|
38 |
|
Pruco Life Insurance Company |
|
AA- |
|
364 |
|
$ |
500,000 |
|
Male |
|
81 |
|
38 |
|
Transamerica Life Insurance Company |
|
AA- |
|
365 |
|
$ |
5,000,000 |
|
Male |
|
80 |
|
69 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
366 |
|
$ |
3,601,500 |
|
Male |
|
80 |
|
83 |
|
Transamerica Life Insurance Company |
|
AA- |
|
367 |
|
$ |
1,000,000 |
|
Male |
|
80 |
|
85 |
|
Sun Life Assurance Company of Canada (U.S.) |
|
AA- |
|
368 |
|
$ |
5,000,000 |
|
Male |
|
80 |
|
78 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
369 |
|
$ |
150,000 |
|
Male |
|
80 |
|
82 |
|
MetLife Insurance Company USA |
|
AA- |
|
370 |
|
$ |
1,009,467 |
|
Male |
|
80 |
|
49 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
371 |
|
$ |
4,000,000 |
|
Male |
|
80 |
|
41 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
372 |
|
$ |
100,000 |
|
Male |
|
80 |
|
56 |
|
North American Company for Life And Health Insurance |
|
A+ |
|
373 |
|
$ |
1,000,000 |
|
Male |
|
80 |
|
105 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
374 |
|
$ |
5,000,000 |
|
Male |
|
80 |
|
47 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
375 |
|
$ |
6,799,139 |
|
Male |
|
80 |
|
111 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
376 |
|
$ |
476,574 |
|
Male |
|
80 |
|
61 |
|
Transamerica Life Insurance Company |
|
AA- |
|
377 |
|
$ |
2,250,000 |
|
Male |
|
80 |
|
83 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
378 |
|
$ |
775,000 |
|
Male |
|
80 |
|
113 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
379 |
|
$ |
1,000,000 |
|
Female |
|
80 |
|
112 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
380 |
|
$ |
6,000,000 |
|
Male |
|
80 |
|
108 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
381 |
|
$ |
1,445,000 |
|
Female |
|
80 |
|
94 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
382 |
|
$ |
1,500,000 |
|
Female |
|
80 |
|
94 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
383 |
|
$ |
1,000,000 |
|
Male |
|
80 |
|
76 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
384 |
|
$ |
325,000 |
|
Male |
|
80 |
|
34 |
|
American General Life Insurance Company |
|
A+ |
|
385 |
|
$ |
3,750,000 |
|
Male |
|
80 |
|
50 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
386 |
|
$ |
1,000,000 |
|
Male |
|
80 |
|
99 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
387 |
|
$ |
5,000,000 |
|
Female |
|
80 |
|
106 |
|
Reliastar Life Insurance Company |
|
A |
|
388 |
|
$ |
750,000 |
|
Male |
|
80 |
|
59 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
389 |
|
$ |
5,000,000 |
|
Male |
|
80 |
|
167 |
|
West Coast Life Insurance Company |
|
AA- |
|
390 |
|
$ |
3,000,000 |
|
Male |
|
80 |
|
85 |
|
Principal Life Insurance Company |
|
A+ |
|
391 |
|
$ |
5,000,000 |
|
Male |
|
79 |
|
126 |
|
Lincoln National Life Insurance Company |
|
AA- |
25
|
|
|
Face |
|
Gender |
|
Age |
|
LE |
|
Insurance Company |
|
S&P |
|
|
392 |
|
$ |
3,000,000 |
|
Male |
|
79 |
|
76 |
|
American General Life Insurance Company |
|
A+ |
|
393 |
|
$ |
70,000 |
|
Male |
|
79 |
|
41 |
|
Pioneer Mutual Life Insurance Company |
|
N/A |
|
394 |
|
$ |
500,000 |
|
Male |
|
79 |
|
58 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
395 |
|
$ |
500,000 |
|
Male |
|
79 |
|
126 |
|
Prudential Insurance Company of America |
|
AA- |
|
396 |
|
$ |
1,000,000 |
|
Male |
|
79 |
|
104 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
397 |
|
$ |
1,250,000 |
|
Male |
|
79 |
|
88 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
398 |
|
$ |
3,000,000 |
|
Female |
|
79 |
|
79 |
|
New York Life Insurance Company |
|
AA+ |
|
399 |
|
$ |
2,500,000 |
|
Male |
|
79 |
|
77 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
400 |
|
$ |
2,500,000 |
|
Male |
|
79 |
|
77 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
401 |
|
$ |
500,000 |
|
Female |
|
79 |
|
105 |
|
Columbus Life Insurance Company |
|
AA |
|
402 |
|
$ |
4,000,000 |
|
Female |
|
79 |
|
84 |
|
Transamerica Life Insurance Company |
|
AA- |
|
403 |
|
$ |
2,000,000 |
|
Male |
|
79 |
|
92 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
404 |
|
$ |
2,000,000 |
|
Male |
|
79 |
|
92 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
405 |
|
$ |
4,000,000 |
|
Male |
|
79 |
|
137 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
406 |
|
$ |
1,750,000 |
|
Male |
|
79 |
|
54 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
407 |
|
$ |
5,000,000 |
|
Male |
|
79 |
|
93 |
|
Transamerica Life Insurance Company |
|
AA- |
|
408 |
|
$ |
1,000,000 |
|
Male |
|
79 |
|
112 |
|
Principal Life Insurance Company |
|
A+ |
|
409 |
|
$ |
500,000 |
|
Female |
|
79 |
|
131 |
|
Ohio National Life Assurance Corporation |
|
AA- |
|
410 |
|
$ |
550,000 |
|
Male |
|
79 |
|
70 |
|
Pruco Life Insurance Company |
|
AA- |
|
411 |
|
$ |
300,000 |
|
Male |
|
79 |
|
70 |
|
Pruco Life Insurance Company |
|
AA- |
|
412 |
|
$ |
1,200,000 |
|
Female |
|
79 |
|
102 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
413 |
|
$ |
6,250,000 |
|
Male |
|
79 |
|
182 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
414 |
|
$ |
750,000 |
|
Male |
|
79 |
|
107 |
|
General American Life Insurance Company |
|
AA- |
|
415 |
|
$ |
2,000,000 |
|
Female |
|
79 |
|
48 |
|
Transamerica Life Insurance Company |
|
AA- |
|
416 |
|
$ |
300,000 |
|
Male |
|
78 |
|
70 |
|
Penn Mutual Life Insurance Company |
|
A+ |
|
417 |
|
$ |
1,200,000 |
|
Female |
|
78 |
|
124 |
|
Athene Annuity & Life Assurance Company |
|
A- |
|
418 |
|
$ |
1,000,000 |
|
Male |
|
78 |
|
95 |
|
Accordia Life and Annuity Company |
|
A- |
|
419 |
|
$ |
2,840,000 |
|
Male |
|
78 |
|
89 |
|
Transamerica Life Insurance Company |
|
AA- |
|
420 |
|
$ |
750,000 |
|
Male |
|
78 |
|
80 |
|
North American Company for Life and Health Insurance |
|
A+ |
|
421 |
|
$ |
1,000,000 |
|
Male |
|
78 |
|
80 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
422 |
|
$ |
500,000 |
|
Male |
|
78 |
|
80 |
|
North American Company for Life and Health Insurance |
|
A+ |
|
423 |
|
$ |
200,000 |
|
Female |
|
78 |
|
136 |
|
West Coast Life Insurance Company |
|
AA- |
|
424 |
|
$ |
50,000 |
|
Male |
|
78 |
|
38 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
425 |
|
$ |
4,000,000 |
|
Male |
|
78 |
|
60 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
426 |
|
$ |
1,000,000 |
|
Female |
|
78 |
|
66 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
427 |
|
$ |
1,000,000 |
|
Female |
|
78 |
|
120 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
428 |
|
$ |
5,000,000 |
|
Male |
|
78 |
|
110 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
429 |
|
$ |
7,000,000 |
|
Female |
|
78 |
|
113 |
|
Pacific Life Insurance Company |
|
AA- |
|
430 |
|
$ |
100,946 |
|
Female |
|
78 |
|
152 |
|
Genworth Life and Annuity Insurance Company |
|
BB |
|
431 |
|
$ |
2,000,000 |
|
Male |
|
78 |
|
97 |
|
Genworth Life Insurance Company |
|
BB |
|
432 |
|
$ |
350,000 |
|
Male |
|
78 |
|
103 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
433 |
|
$ |
600,000 |
|
Male |
|
78 |
|
103 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
434 |
|
$ |
2,000,000 |
|
Male |
|
78 |
|
110 |
|
Transamerica Life Insurance Company |
|
AA- |
|
435 |
|
$ |
200,000 |
|
Male |
|
78 |
|
109 |
|
Prudential Insurance Company of America |
|
AA- |
|
436 |
|
$ |
490,620 |
|
Male |
|
78 |
|
78 |
|
Ameritas Life Insurance Corporation |
|
A+ |
|
437 |
|
$ |
600,000 |
|
Male |
|
78 |
|
75 |
|
Protective Life Insurance Company |
|
AA- |
|
438 |
|
$ |
400,000 |
|
Male |
|
78 |
|
110 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
439 |
|
$ |
1,000,000 |
|
Male |
|
77 |
|
76 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
440 |
|
$ |
730,000 |
|
Male |
|
77 |
|
94 |
|
Transamerica Life Insurance Company |
|
AA- |
26
|
|
|
Face |
|
Gender |
|
Age |
|
LE |
|
Insurance Company |
|
S&P |
|
|
441 |
|
$ |
5,000,000 |
|
Male |
|
77 |
|
140 |
|
Pruco Life Insurance Company |
|
AA- |
|
442 |
|
$ |
250,000 |
|
Male |
|
77 |
|
96 |
|
Midland National Life Insurance Company |
|
A+ |
|
443 |
|
$ |
5,000,000 |
|
Male |
|
77 |
|
128 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
444 |
|
$ |
3,000,000 |
|
Male |
|
77 |
|
49 |
|
Accordia Life and Annuity Company |
|
A- |
|
445 |
|
$ |
1,000,000 |
|
Male |
|
77 |
|
140 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
446 |
|
$ |
3,000,000 |
|
Male |
|
77 |
|
88 |
|
Pruco Life Insurance Company |
|
AA- |
|
447 |
|
$ |
500,000 |
|
Male |
|
77 |
|
94 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
448 |
|
$ |
3,000,000 |
|
Female |
|
77 |
|
98 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
449 |
|
$ |
5,000,000 |
|
Male |
|
77 |
|
133 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
450 |
|
$ |
5,000,000 |
|
Male |
|
77 |
|
133 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
451 |
|
$ |
1,100,000 |
|
Male |
|
77 |
|
130 |
|
Accordia Life and Annuity Company |
|
A- |
|
452 |
|
$ |
3,000,000 |
|
Male |
|
77 |
|
95 |
|
Protective Life Insurance Company |
|
AA- |
|
453 |
|
$ |
2,000,000 |
|
Female |
|
77 |
|
110 |
|
Accordia Life and Annuity Company |
|
A- |
|
454 |
|
$ |
1,000,000 |
|
Male |
|
77 |
|
87 |
|
Transamerica Life Insurance Company |
|
AA- |
|
455 |
|
$ |
2,200,000 |
|
Female |
|
77 |
|
132 |
|
Reliastar Life Insurance Company |
|
A |
|
456 |
|
$ |
10,000,000 |
|
Male |
|
77 |
|
125 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
457 |
|
$ |
2,500,000 |
|
Male |
|
77 |
|
131 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
458 |
|
$ |
2,500,000 |
|
Male |
|
77 |
|
131 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
459 |
|
$ |
1,000,000 |
|
Male |
|
77 |
|
96 |
|
Athene Annuity & Life Assurance Company of New York |
|
A- |
|
460 |
|
$ |
5,000,000 |
|
Male |
|
77 |
|
80 |
|
Lincoln Benefit Life Company |
|
BBB+ |
|
461 |
|
$ |
250,000 |
|
Male |
|
77 |
|
133 |
|
West Coast Life Insurance Company |
|
AA- |
|
462 |
|
$ |
1,000,000 |
|
Male |
|
77 |
|
109 |
|
Transamerica Life Insurance Company |
|
AA- |
|
463 |
|
$ |
1,000,000 |
|
Male |
|
77 |
|
75 |
|
Pacific Life Insurance Company |
|
AA- |
|
464 |
|
$ |
2,000,000 |
|
Female |
|
77 |
|
159 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
465 |
|
$ |
150,000 |
|
Male |
|
77 |
|
97 |
|
Genworth Life Insurance Company |
|
BB |
|
466 |
|
$ |
2,000,000 |
|
Male |
|
77 |
|
56 |
|
Athene Annuity & Life Assurance Company |
|
A- |
|
467 |
|
$ |
7,097,434 |
|
Male |
|
77 |
|
150 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
468 |
|
$ |
5,000,000 |
|
Male |
|
77 |
|
52 |
|
West Coast Life Insurance Company |
|
AA- |
|
469 |
|
$ |
1,000,000 |
|
Male |
|
76 |
|
119 |
|
Transamerica Life Insurance Company |
|
AA- |
|
470 |
|
$ |
750,000 |
|
Male |
|
76 |
|
105 |
|
Protective Life Insurance Company |
|
AA- |
|
471 |
|
$ |
100,000 |
|
Male |
|
76 |
|
113 |
|
Transamerica Life Insurance Company |
|
AA- |
|
472 |
|
$ |
200,000 |
|
Male |
|
76 |
|
64 |
|
Reliastar Life Insurance Company |
|
A |
|
473 |
|
$ |
200,000 |
|
Male |
|
76 |
|
64 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
474 |
|
$ |
100,000 |
|
Male |
|
76 |
|
64 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
475 |
|
$ |
3,000,000 |
|
Male |
|
76 |
|
105 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
476 |
|
$ |
5,000,000 |
|
Male |
|
76 |
|
105 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
477 |
|
$ |
8,000,000 |
|
Male |
|
76 |
|
91 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
478 |
|
$ |
100,000 |
|
Male |
|
76 |
|
50 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
479 |
|
$ |
500,000 |
|
Male |
|
76 |
|
87 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
480 |
|
$ |
750,000 |
|
Male |
|
76 |
|
25 |
|
North American Company for Life And Health Insurance |
|
A+ |
|
481 |
|
$ |
4,000,000 |
|
Female |
|
76 |
|
135 |
|
American General Life Insurance Company |
|
A+ |
|
482 |
|
$ |
500,000 |
|
Male |
|
76 |
|
86 |
|
AIG Life Insurance Company |
|
A+ |
|
483 |
|
$ |
1,000,000 |
|
Male |
|
76 |
|
152 |
|
Security Mutual Life Insurance Company of NY |
|
N/A |
|
484 |
|
$ |
355,700 |
|
Male |
|
76 |
|
101 |
|
Security Life of Denver Insurance Company |
|
A |
|
485 |
|
$ |
300,000 |
|
Male |
|
76 |
|
34 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
486 |
|
$ |
750,000 |
|
Female |
|
76 |
|
77 |
|
Delaware Life Insurance Company |
|
BBB+ |
|
487 |
|
$ |
5,004,704 |
|
Male |
|
76 |
|
130 |
|
American General Life Insurance Company |
|
A+ |
|
488 |
|
$ |
1,000,000 |
|
Male |
|
76 |
|
97 |
|
General American Life Insurance Company |
|
AA- |
|
489 |
|
$ |
2,000,000 |
|
Male |
|
76 |
|
143 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
27
|
|
|
Face |
|
Gender |
|
Age |
|
LE |
|
Insurance Company |
|
S&P |
|
|
490 |
|
$ |
10,000,000 |
|
Female |
|
76 |
|
131 |
|
Reliastar Life Insurance Company |
|
A |
|
491 |
|
$ |
1,000,000 |
|
Female |
|
76 |
|
147 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
492 |
|
$ |
7,500,000 |
|
Female |
|
76 |
|
170 |
|
Security Life of Denver Insurance Company |
|
A |
|
493 |
|
$ |
500,000 |
|
Male |
|
76 |
|
70 |
|
American General Life Insurance Company |
|
A+ |
|
494 |
|
$ |
3,000,000 |
|
Female |
|
76 |
|
107 |
|
General American Life Insurance Company |
|
AA- |
|
495 |
|
$ |
100,000 |
|
Male |
|
76 |
|
65 |
|
Transamerica Life Insurance Company |
|
AA- |
|
496 |
|
$ |
300,000 |
|
Female |
|
76 |
|
130 |
|
Minnesota Life Insurance Company |
|
A+ |
|
497 |
|
$ |
250,000 |
|
Male |
|
76 |
|
86 |
|
United of Omaha Life Insurance Company |
|
AA- |
|
498 |
|
$ |
600,000 |
|
Male |
|
75 |
|
67 |
|
United of Omaha Life Insurance Company |
|
AA- |
|
499 |
|
$ |
500,000 |
|
Male |
|
75 |
|
84 |
|
Protective Life Insurance Company |
|
AA- |
|
500 |
|
$ |
1,000,000 |
|
Male |
|
75 |
|
90 |
|
Security Life of Denver Insurance Company |
|
A |
|
501 |
|
$ |
500,000 |
|
Male |
|
75 |
|
32 |
|
Midland National Life Insurance Company |
|
A+ |
|
502 |
|
$ |
1,000,000 |
|
Male |
|
75 |
|
94 |
|
Transamerica Life Insurance Company |
|
AA- |
|
503 |
|
$ |
3,000,000 |
|
Male |
|
75 |
|
69 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
504 |
|
$ |
1,000,000 |
|
Male |
|
75 |
|
136 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
505 |
|
$ |
500,000 |
|
Male |
|
75 |
|
101 |
|
United of Omaha Life Insurance Company |
|
AA- |
|
506 |
|
$ |
8,000,000 |
|
Female |
|
75 |
|
128 |
|
West Coast Life Insurance Company |
|
AA- |
|
507 |
|
$ |
250,000 |
|
Female |
|
75 |
|
152 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
508 |
|
$ |
172,245 |
|
Female |
|
75 |
|
52 |
|
Symetra Life Insurance Company |
|
A |
|
509 |
|
$ |
2,000,000 |
|
Male |
|
75 |
|
116 |
|
Pruco Life Insurance Company |
|
AA- |
|
510 |
|
$ |
190,000 |
|
Male |
|
75 |
|
100 |
|
Protective Life Insurance Company |
|
AA- |
|
511 |
|
$ |
100,000 |
|
Male |
|
75 |
|
148 |
|
Protective Life Insurance Company |
|
AA- |
|
512 |
|
$ |
5,000,000 |
|
Male |
|
75 |
|
126 |
|
AIG Life Insurance Company |
|
A+ |
|
513 |
|
$ |
4,000,000 |
|
Male |
|
75 |
|
106 |
|
Security Mutual Life Insurance Company of NY |
|
N/A |
|
514 |
|
$ |
89,626 |
|
Female |
|
75 |
|
115 |
|
Union Central Life Insurance Company |
|
N/A |
|
515 |
|
$ |
2,000,000 |
|
Male |
|
75 |
|
92 |
|
American General Life Insurance Company |
|
A+ |
|
516 |
|
$ |
400,000 |
|
Male |
|
75 |
|
78 |
|
Protective Life Insurance Company |
|
AA- |
|
517 |
|
$ |
250,000 |
|
Male |
|
75 |
|
70 |
|
Genworth Life and Annuity Insurance Company |
|
BB |
|
518 |
|
$ |
500,000 |
|
Male |
|
75 |
|
92 |
|
Delaware Life Insurance Company |
|
BBB+ |
|
519 |
|
$ |
100,000 |
|
Male |
|
75 |
|
140 |
|
Genworth Life Insurance Company |
|
BB |
|
520 |
|
$ |
370,000 |
|
Female |
|
75 |
|
122 |
|
Minnesota Life Insurance Company |
|
A+ |
|
521 |
|
$ |
1,000,000 |
|
Female |
|
74 |
|
117 |
|
United of Omaha Life Insurance Company |
|
AA- |
|
522 |
|
$ |
1,000,000 |
|
Male |
|
74 |
|
148 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
523 |
|
$ |
150,000 |
|
Male |
|
74 |
|
101 |
|
Genworth Life Insurance Company |
|
BB |
|
524 |
|
$ |
500,000 |
|
Male |
|
74 |
|
58 |
|
William Penn Life Insurance Company of New York |
|
AA- |
|
525 |
|
$ |
2,500,000 |
|
Male |
|
74 |
|
101 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
526 |
|
$ |
500,000 |
|
Male |
|
74 |
|
132 |
|
Pruco Life Insurance Company |
|
AA- |
|
527 |
|
$ |
8,600,000 |
|
Male |
|
74 |
|
149 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
528 |
|
$ |
485,000 |
|
Male |
|
74 |
|
150 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
529 |
|
$ |
2,500,000 |
|
Male |
|
74 |
|
102 |
|
American General Life Insurance Company |
|
A+ |
|
530 |
|
$ |
100,000 |
|
Male |
|
74 |
|
39 |
|
Voya Retirement Insurance and Annuity Company |
|
A |
|
531 |
|
$ |
3,000,000 |
|
Male |
|
74 |
|
91 |
|
Transamerica Life Insurance Company |
|
AA- |
|
532 |
|
$ |
800,000 |
|
Male |
|
74 |
|
119 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
533 |
|
$ |
1,500,000 |
|
Male |
|
74 |
|
123 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
534 |
|
$ |
1,500,000 |
|
Male |
|
74 |
|
123 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
535 |
|
$ |
1,500,000 |
|
Male |
|
74 |
|
123 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
536 |
|
$ |
2,500,000 |
|
Male |
|
74 |
|
134 |
|
Banner Life Insurance Company |
|
AA- |
|
537 |
|
$ |
800,000 |
|
Male |
|
74 |
|
82 |
|
Commonwealth Annuity and Life Insurance Company |
|
A- |
|
538 |
|
$ |
450,000 |
|
Male |
|
74 |
|
115 |
|
Jackson National Life Insurance Company |
|
AA |
28
|
|
|
Face |
|
Gender |
|
Age |
|
LE |
|
Insurance Company |
|
S&P |
|
|
539 |
|
$ |
10,000,000 |
|
Male |
|
74 |
|
141 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
540 |
|
$ |
1,784,686 |
|
Male |
|
74 |
|
151 |
|
Transamerica Life Insurance Company |
|
AA- |
|
541 |
|
$ |
250,000 |
|
Female |
|
74 |
|
169 |
|
Protective Life Insurance Company |
|
AA- |
|
542 |
|
$ |
500,000 |
|
Male |
|
73 |
|
120 |
|
Ameritas Life Insurance Corporation |
|
A+ |
|
543 |
|
$ |
370,000 |
|
Male |
|
73 |
|
120 |
|
Ameritas Life Insurance Corporation |
|
A+ |
|
544 |
|
$ |
750,000 |
|
Male |
|
73 |
|
128 |
|
Security Life of Denver Insurance Company |
|
A |
|
545 |
|
$ |
500,000 |
|
Male |
|
73 |
|
95 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
546 |
|
$ |
5,000,000 |
|
Male |
|
73 |
|
126 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
547 |
|
$ |
500,000 |
|
Male |
|
73 |
|
103 |
|
William Penn Life Insurance Company of New York |
|
AA- |
|
548 |
|
$ |
100,000 |
|
Male |
|
73 |
|
107 |
|
Protective Life Insurance Company |
|
AA- |
|
549 |
|
$ |
2,500,000 |
|
Male |
|
73 |
|
112 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
550 |
|
$ |
2,500,000 |
|
Male |
|
73 |
|
112 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
551 |
|
$ |
500,000 |
|
Male |
|
73 |
|
125 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
552 |
|
$ |
2,000,000 |
|
Male |
|
73 |
|
118 |
|
Voya Retirement Insurance and Annuity Company |
|
A |
|
553 |
|
$ |
1,500,000 |
|
Male |
|
73 |
|
118 |
|
Voya Retirement Insurance and Annuity Company |
|
A |
|
554 |
|
$ |
230,000 |
|
Male |
|
73 |
|
114 |
|
Transamerica Life Insurance Company |
|
AA- |
|
555 |
|
$ |
500,000 |
|
Male |
|
73 |
|
77 |
|
Phoenix Life Insurance Company |
|
BB- |
|
556 |
|
$ |
300,000 |
|
Male |
|
73 |
|
111 |
|
Protective Life Insurance Company |
|
AA- |
|
557 |
|
$ |
190,000 |
|
Female |
|
73 |
|
188 |
|
Protective Life Insurance Company |
|
AA- |
|
558 |
|
$ |
250,000 |
|
Male |
|
73 |
|
66 |
|
American General Life Insurance Company |
|
A+ |
|
559 |
|
$ |
2,000,000 |
|
Male |
|
73 |
|
128 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
560 |
|
$ |
267,988 |
|
Male |
|
73 |
|
50 |
|
Minnesota Life Insurance Company |
|
A+ |
|
561 |
|
$ |
75,000 |
|
Female |
|
73 |
|
99 |
|
American General Life Insurance Company |
|
A+ |
|
562 |
|
$ |
300,000 |
|
Male |
|
73 |
|
108 |
|
New England Life Insurance Company |
|
A+ |
|
563 |
|
$ |
1,167,000 |
|
Male |
|
73 |
|
48 |
|
Transamerica Life Insurance Company |
|
AA- |
|
564 |
|
$ |
600,000 |
|
Male |
|
73 |
|
82 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
565 |
|
$ |
1,500,000 |
|
Male |
|
73 |
|
106 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
566 |
|
$ |
4,000,000 |
|
Male |
|
73 |
|
138 |
|
MONY Life Insurance Company of America |
|
A+ |
|
567 |
|
$ |
1,000,000 |
|
Female |
|
73 |
|
141 |
|
Reliastar Life Insurance Company |
|
A |
|
568 |
|
$ |
420,000 |
|
Male |
|
73 |
|
119 |
|
RiverSource Life Insurance Company |
|
A+ |
|
569 |
|
$ |
10,000,000 |
|
Male |
|
73 |
|
115 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
570 |
|
$ |
650,000 |
|
Female |
|
72 |
|
69 |
|
Security Life of Denver Insurance Company |
|
A |
|
571 |
|
$ |
1,000,000 |
|
Male |
|
72 |
|
127 |
|
AIG Life Insurance Company |
|
A+ |
|
572 |
|
$ |
500,000 |
|
Male |
|
72 |
|
117 |
|
Ohio National Life Assurance Corporation |
|
AA- |
|
573 |
|
$ |
2,500,000 |
|
Male |
|
72 |
|
49 |
|
Transamerica Life Insurance Company |
|
AA- |
|
574 |
|
$ |
400,000 |
|
Male |
|
72 |
|
193 |
|
Protective Life Insurance Company |
|
AA- |
|
575 |
|
$ |
232,000 |
|
Male |
|
72 |
|
177 |
|
Protective Life Insurance Company |
|
AA- |
|
576 |
|
$ |
3,000,000 |
|
Male |
|
72 |
|
157 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
577 |
|
$ |
2,000,000 |
|
Male |
|
72 |
|
97 |
|
New York Life Insurance Company |
|
AA+ |
|
578 |
|
$ |
2,000,000 |
|
Male |
|
72 |
|
97 |
|
New York Life Insurance Company |
|
AA+ |
|
579 |
|
$ |
250,000 |
|
Female |
|
72 |
|
106 |
|
Protective Life Insurance Company |
|
AA- |
|
580 |
|
$ |
1,350,000 |
|
Male |
|
72 |
|
98 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
581 |
|
$ |
139,398 |
|
Female |
|
72 |
|
21 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
582 |
|
$ |
500,000 |
|
Male |
|
72 |
|
90 |
|
Transamerica Life Insurance Company |
|
AA- |
|
583 |
|
$ |
500,000 |
|
Male |
|
72 |
|
90 |
|
North American Company for Life And Health Insurance |
|
A+ |
|
584 |
|
$ |
420,000 |
|
Male |
|
72 |
|
128 |
|
Protective Life Insurance Company |
|
AA- |
|
585 |
|
$ |
160,000 |
|
Male |
|
72 |
|
89 |
|
RiverSource Life Insurance Company |
|
A+ |
|
586 |
|
$ |
5,000,000 |
|
Male |
|
72 |
|
112 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
587 |
|
$ |
5,000,000 |
|
Male |
|
72 |
|
112 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
29
|
|
|
Face |
|
Gender |
|
Age |
|
LE |
|
Insurance Company |
|
S&P |
|
|
588 |
|
$ |
100,000 |
|
Male |
|
72 |
|
134 |
|
Protective Life Insurance Company |
|
AA- |
|
589 |
|
$ |
250,000 |
|
Male |
|
71 |
|
48 |
|
Protective Life Insurance Company |
|
AA- |
|
590 |
|
$ |
57,500 |
|
Male |
|
71 |
|
92 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
591 |
|
$ |
185,000 |
|
Male |
|
71 |
|
129 |
|
Genworth Life and Annuity Insurance Company |
|
BB |
|
592 |
|
$ |
750,000 |
|
Male |
|
71 |
|
122 |
|
Transamerica Life Insurance Company |
|
AA- |
|
593 |
|
$ |
1,250,000 |
|
Male |
|
71 |
|
97 |
|
West Coast Life Insurance Company |
|
AA- |
|
594 |
|
$ |
1,500,000 |
|
Female |
|
71 |
|
150 |
|
Pruco Life Insurance Company |
|
AA- |
|
595 |
|
$ |
5,000,000 |
|
Male |
|
71 |
|
88 |
|
Transamerica Life Insurance Company |
|
AA- |
|
596 |
|
$ |
10,000,000 |
|
Male |
|
71 |
|
165 |
|
Principal Life Insurance Company |
|
A+ |
|
597 |
|
$ |
300,000 |
|
Male |
|
71 |
|
192 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
598 |
|
$ |
100,000 |
|
Male |
|
71 |
|
42 |
|
Genworth Life and Annuity Insurance Company |
|
BB |
|
599 |
|
$ |
250,000 |
|
Male |
|
71 |
|
97 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
600 |
|
$ |
150,000 |
|
Male |
|
71 |
|
32 |
|
Protective Life Insurance Company |
|
AA- |
|
601 |
|
$ |
150,000 |
|
Male |
|
71 |
|
32 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
602 |
|
$ |
1,000,000 |
|
Male |
|
71 |
|
52 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
603 |
|
$ |
250,000 |
|
Male |
|
71 |
|
181 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
604 |
|
$ |
202,700 |
|
Male |
|
71 |
|
114 |
|
Farmers New World Life Insurance Company |
|
N/A |
|
605 |
|
$ |
700,000 |
|
Male |
|
71 |
|
114 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
606 |
|
$ |
5,000,000 |
|
Male |
|
71 |
|
148 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
607 |
|
$ |
750,000 |
|
Male |
|
70 |
|
132 |
|
North American Company for Life And Health Insurance |
|
A+ |
|
608 |
|
$ |
250,000 |
|
Female |
|
70 |
|
118 |
|
Ohio National Life Assurance Corporation |
|
AA- |
|
609 |
|
$ |
1,000,000 |
|
Male |
|
70 |
|
188 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
610 |
|
$ |
1,000,000 |
|
Male |
|
70 |
|
85 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
611 |
|
$ |
2,000,000 |
|
Male |
|
70 |
|
169 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
612 |
|
$ |
400,000 |
|
Male |
|
70 |
|
158 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
613 |
|
$ |
100,000 |
|
Male |
|
70 |
|
98 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
614 |
|
$ |
5,000,000 |
|
Male |
|
70 |
|
114 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
615 |
|
$ |
92,000 |
|
Female |
|
70 |
|
196 |
|
Protective Life Insurance Company |
|
AA- |
|
616 |
|
$ |
175,000 |
|
Female |
|
70 |
|
108 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
617 |
|
$ |
1,500,000 |
|
Male |
|
70 |
|
69 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
618 |
|
$ |
1,000,000 |
|
Male |
|
70 |
|
160 |
|
Accordia Life and Annuity Company |
|
A- |
|
619 |
|
$ |
1,000,000 |
|
Male |
|
70 |
|
60 |
|
Protective Life Insurance Company |
|
AA- |
|
620 |
|
$ |
1,500,000 |
|
Male |
|
70 |
|
103 |
|
Midland National Life Insurance Company |
|
A+ |
|
621 |
|
$ |
400,000 |
|
Female |
|
70 |
|
139 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
622 |
|
$ |
500,000 |
|
Male |
|
70 |
|
108 |
|
Lincoln Benefit Life Company |
|
BBB+ |
|
623 |
|
$ |
1,200,000 |
|
Male |
|
69 |
|
123 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
624 |
|
$ |
1,000,000 |
|
Male |
|
69 |
|
135 |
|
Transamerica Life Insurance Company |
|
AA- |
|
625 |
|
$ |
2,500,000 |
|
Male |
|
69 |
|
158 |
|
Pruco Life Insurance Company |
|
AA- |
|
626 |
|
$ |
2,500,000 |
|
Male |
|
69 |
|
158 |
|
Pruco Life Insurance Company |
|
AA- |
|
627 |
|
$ |
4,000,000 |
|
Male |
|
69 |
|
131 |
|
MetLife Insurance Company USA |
|
AA- |
|
628 |
|
$ |
3,000,000 |
|
Male |
|
69 |
|
144 |
|
Genworth Life Insurance Company |
|
BB |
|
629 |
|
$ |
500,000 |
|
Male |
|
69 |
|
40 |
|
Voya Retirement Insurance and Annuity Company |
|
A |
|
630 |
|
$ |
1,000,000 |
|
Male |
|
69 |
|
84 |
|
Protective Life Insurance Company |
|
AA- |
|
631 |
|
$ |
200,000 |
|
Male |
|
69 |
|
177 |
|
Protective Life Insurance Company |
|
AA- |
|
632 |
|
$ |
2,000,000 |
|
Male |
|
69 |
|
110 |
|
Transamerica Life Insurance Company |
|
AA- |
|
633 |
|
$ |
1,000,000 |
|
Male |
|
69 |
|
110 |
|
Genworth Life Insurance Company |
|
BB |
|
634 |
|
$ |
2,000,000 |
|
Male |
|
69 |
|
170 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
635 |
|
$ |
250,000 |
|
Female |
|
69 |
|
155 |
|
Protective Life Insurance Company |
|
AA- |
|
636 |
|
$ |
150,000 |
|
Male |
|
69 |
|
115 |
|
Protective Life Insurance Company |
|
AA- |
30
|
|
|
Face |
|
Gender |
|
Age |
|
LE |
|
Insurance Company |
|
S&P |
|
|
637 |
|
$ |
13,250,000 |
|
Male |
|
69 |
|
205 |
|
TIAA-CREF Life Insurance Company |
|
AA+ |
|
638 |
|
$ |
500,000 |
|
Male |
|
69 |
|
118 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
639 |
|
$ |
1,000,000 |
|
Male |
|
69 |
|
129 |
|
Transamerica Life Insurance Company |
|
AA- |
|
640 |
|
$ |
1,000,000 |
|
Male |
|
69 |
|
129 |
|
Protective Life Insurance Company |
|
AA- |
|
641 |
|
$ |
156,538 |
|
Female |
|
69 |
|
104 |
|
New York Life Insurance Company |
|
AA+ |
|
642 |
|
$ |
2,000,000 |
|
Male |
|
69 |
|
49 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
643 |
|
$ |
2,000,000 |
|
Male |
|
69 |
|
49 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
644 |
|
$ |
1,000,000 |
|
Male |
|
69 |
|
150 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
645 |
|
$ |
3,000,000 |
|
Male |
|
69 |
|
190 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
646 |
|
$ |
300,000 |
|
Male |
|
69 |
|
89 |
|
Protective Life Insurance Company |
|
AA- |
|
647 |
|
$ |
1,000,000 |
|
Male |
|
68 |
|
157 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
648 |
|
$ |
250,000 |
|
Female |
|
68 |
|
73 |
|
Transamerica Life Insurance Company |
|
AA- |
|
649 |
|
$ |
3,000,000 |
|
Male |
|
68 |
|
98 |
|
Reliastar Life Insurance Company |
|
A |
|
650 |
|
$ |
2,000,000 |
|
Male |
|
68 |
|
98 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
651 |
|
$ |
2,000,000 |
|
Male |
|
68 |
|
98 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
652 |
|
$ |
750,000 |
|
Male |
|
68 |
|
158 |
|
Northwestern Mutual Life Insurance Company |
|
AA+ |
|
653 |
|
$ |
600,000 |
|
Male |
|
68 |
|
85 |
|
William Penn Life Insurance Company of New York |
|
AA- |
|
654 |
|
$ |
229,725 |
|
Female |
|
68 |
|
105 |
|
Hartford Life and Annuity Insurance Company |
|
BBB+ |
|
655 |
|
$ |
5,616,468 |
|
Male |
|
68 |
|
178 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
656 |
|
$ |
125,000 |
|
Male |
|
68 |
|
48 |
|
Genworth Life and Annuity Insurance Company |
|
BB |
|
657 |
|
$ |
1,100,000 |
|
Male |
|
68 |
|
153 |
|
John Hancock Life Insurance Company (U.S.A.) |
|
AA- |
|
658 |
|
$ |
400,000 |
|
Male |
|
67 |
|
188 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
659 |
|
$ |
1,000,000 |
|
Male |
|
67 |
|
46 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
660 |
|
$ |
1,000,000 |
|
Male |
|
67 |
|
76 |
|
Transamerica Life Insurance Company |
|
AA- |
|
661 |
|
$ |
350,000 |
|
Female |
|
67 |
|
83 |
|
Assurity Life Insurance Company |
|
N/A |
|
662 |
|
$ |
5,000,000 |
|
Male |
|
67 |
|
102 |
|
Athene Annuity & Life Assurance Company |
|
A- |
|
663 |
|
$ |
1,000,000 |
|
Male |
|
67 |
|
146 |
|
Sun Life Assurance Company of Canada (U.S.) |
|
AA- |
|
664 |
|
$ |
846,510 |
|
Male |
|
67 |
|
126 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
665 |
|
$ |
846,210 |
|
Male |
|
67 |
|
126 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
666 |
|
$ |
490,000 |
|
Male |
|
67 |
|
95 |
|
AXA Equitable Life Insurance Company |
|
A+ |
|
667 |
|
$ |
105,798 |
|
Female |
|
67 |
|
132 |
|
Lincoln Benefit Life Company |
|
BBB+ |
|
668 |
|
$ |
67,602 |
|
Female |
|
67 |
|
132 |
|
Allstate Life Insurance Company of New York |
|
A+ |
|
669 |
|
$ |
220,581 |
|
Male |
|
67 |
|
23 |
|
American General Life Insurance Company |
|
A+ |
|
670 |
|
$ |
1,000,000 |
|
Male |
|
67 |
|
106 |
|
The Savings Bank Life Insurance Company of Massachusetts |
|
A- |
|
671 |
|
$ |
350,000 |
|
Male |
|
67 |
|
95 |
|
RiverSource Life Insurance Company |
|
A+ |
|
672 |
|
$ |
320,000 |
|
Male |
|
67 |
|
159 |
|
Transamerica Life Insurance Company |
|
AA- |
|
673 |
|
$ |
250,000 |
|
Male |
|
67 |
|
160 |
|
Pruco Life Insurance Company |
|
AA- |
|
674 |
|
$ |
250,000 |
|
Male |
|
67 |
|
196 |
|
Zurich Life Insurance Company |
|
AA- |
|
675 |
|
$ |
650,000 |
|
Male |
|
67 |
|
183 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
676 |
|
$ |
750,000 |
|
Male |
|
66 |
|
83 |
|
Massachusetts Mutual Life Insurance Company |
|
AA+ |
|
677 |
|
$ |
500,000 |
|
Male |
|
66 |
|
74 |
|
Transamerica Life Insurance Company |
|
AA- |
|
678 |
|
$ |
265,000 |
|
Male |
|
66 |
|
157 |
|
Protective Life Insurance Company |
|
AA- |
|
679 |
|
$ |
400,000 |
|
Male |
|
66 |
|
130 |
|
Jackson National Life Insurance Company |
|
AA |
|
680 |
|
$ |
500,000 |
|
Female |
|
66 |
|
168 |
|
Banner Life Insurance Company |
|
AA- |
|
681 |
|
$ |
540,000 |
|
Male |
|
66 |
|
170 |
|
West Coast Life Insurance Company |
|
AA- |
|
682 |
|
$ |
200,000 |
|
Male |
|
66 |
|
161 |
|
Prudential Insurance Company of America |
|
AA- |
|
683 |
|
$ |
200,000 |
|
Male |
|
66 |
|
161 |
|
Prudential Insurance Company of America |
|
AA- |
|
684 |
|
$ |
750,000 |
|
Male |
|
66 |
|
126 |
|
Pacific Life Insurance Company |
|
AA- |
|
685 |
|
$ |
500,000 |
|
Male |
|
66 |
|
133 |
|
Transamerica Life Insurance Company |
|
AA- |
31
|
|
|
Face |
|
Gender |
|
Age |
|
LE |
|
Insurance Company |
|
S&P |
|
|
686 |
|
$ |
500,000 |
|
Female |
|
66 |
|
130 |
|
AIG Life Insurance Company |
|
A+ |
|
687 |
|
$ |
2,000,000 |
|
Female |
|
65 |
|
173 |
|
Metropolitan Life Insurance Company |
|
AA- |
|
688 |
|
$ |
3,500,000 |
|
Male |
|
65 |
|
197 |
|
Prudential Insurance Company of America |
|
AA- |
|
689 |
|
$ |
250,000 |
|
Male |
|
65 |
|
118 |
|
Transamerica Life Insurance Company |
|
AA- |
|
690 |
|
$ |
10,000,000 |
|
Male |
|
65 |
|
62 |
|
Lincoln National Life Insurance Company |
|
AA- |
|
|
|
$ |
1,361,675,334 |
|
|
|
|
|
|
|
|
|
|
____________
(1) Person’s age on last birthday (ALB).
(2) The insured’s life expectancy estimate, other than for a small face value insurance policy (i.e., a policy with $1 million in face value benefits or less), is the average of two life expectancy estimates provided by independent third-party medical-actuarial underwriting firms at the time of purchase, actuarially adjusted through the measurement date. Numbers in this column represent months.
32
FINANCIAL INFORMATION
GWG HOLDINGS, INC.
Table of Contents
|
|
|
Page |
|
Report of Independent Registered Public Accounting Firm |
|
F-2 |
|
Consolidated Balance Sheets at December 31, 2016 and 2015 |
|
F-3 |
|
Consolidated Statements of Operations for the years ended December 31, 2016 and 2015 |
|
F-4 |
|
Consolidated Statements of Changes in Equity for the years ended December 31, 2016 and 2015 |
|
F-5 |
|
Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015 |
|
F-6 |
|
Notes to Consolidated Financial Statements |
|
F-8 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders, Audit Committee and Board of Directors
GWG Holdings, Inc. and Subsidiaries
Minneapolis, MN
We have audited the accompanying consolidated balance sheets of GWG Holdings, Inc. and Subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended. We also have audited GWG Holdings, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework). The company’s management is responsible for these consolidated financial statements, for maintaining effective control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the company’s internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements include examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GWG Holdings, Inc. and Subsidiaries as of December 31, 2016 and 2015 and the results of their operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, GWG Holdings, Inc. and Subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 framework).
/s/ Baker Tilly Virchow Krause, LLP
Minneapolis, Minnesota
March 15, 2017
F-2
GWG HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|
|
December 31, 2016 |
|
December 31, 2015 |
||||
|
ASSETS |
||||||||
|
Cash and cash equivalents |
|
$ |
78,486,982 |
|
|
$ |
34,425,105 |
|
|
Restricted cash |
|
|
37,826,596 |
|
|
|
2,341,900 |
|
|
Investment in life insurance policies, at fair value |
|
|
511,192,354 |
|
|
|
356,649,715 |
|
|
Secured MCA advances |
|
|
5,703,147 |
|
|
|
— |
|
|
Life insurance policy benefits receivable |
|
|
5,345,000 |
|
|
|
— |
|
|
Other assets |
|
|
4,688,103 |
|
|
|
2,461,045 |
|
|
TOTAL ASSETS |
|
$ |
643,242,182 |
|
|
$ |
395,877,765 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS’ EQUITY |
||||||||
|
|
|
|
|
|
|
|
|
|
|
Senior credit facilities |
|
$ |
156,064,818 |
|
|
$ |
63,279,596 |
|
|
Series I Secured Notes |
|
|
16,404,836 |
|
|
|
23,287,704 |
|
|
L Bonds |
|
|
381,312,587 |
|
|
|
276,482,796 |
|
|
Accounts payable |
|
|
2,226,712 |
|
|
|
1,517,440 |
|
|
Interest payable |
|
|
16,160,599 |
|
|
|
12,340,061 |
|
|
Other accrued expenses |
|
|
1,676,761 |
|
|
|
1,060,786 |
|
|
Deferred taxes, net |
|
|
2,097,371 |
|
|
|
1,763,968 |
|
|
TOTAL LIABILITIES |
|
$ |
575,943,684 |
|
|
$ |
379,732,351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONVERTIBLE PREFERRED STOCK – Series A |
|
|
|
|
|
|
|
|
|
|
|
19,701,133 |
|
|
|
20,784,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
REDEEMABLE PREFERRED STOCK – RPS |
|
|
|
|
|
|
|
|
|
|
|
59,025,164 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
COMMON STOCK |
|
|
|
|
|
|
|
|
|
|
|
5,980 |
|
|
|
5,942 |
|
|
|
Additional paid-in capital |
|
|
7,383,515 |
|
|
|
14,563,834 |
|
|
Accumulated deficit |
|
|
(18,817,294 |
) |
|
|
(19,209,203 |
) |
|
TOTAL STOCKHOLDERS’ EQUITY |
|
|
67,298,498 |
|
|
|
16,145,414 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY |
|
$ |
643,242,182 |
|
|
$ |
395,877,765 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-3
GWG HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
|
Year Ended |
||||||
|
|
|
December 31, 2016 |
|
December 31, 2015 |
||||
|
REVENUE |
|
|
|
|
|
|
|
|
|
Gain on life insurance policies, net |
|
$ |
67,801,565 |
|
|
$ |
39,381,003 |
|
|
MCA income |
|
|
929,303 |
|
|
|
— |
|
|
Interest and other income |
|
|
746,466 |
|
|
|
251,249 |
|
|
|
|
69,477,334 |
|
|
|
39,632,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
42,343,374 |
|
|
|
29,518,718 |
|
|
Employee compensation and benefits |
|
|
11,784,296 |
|
|
|
8,010,020 |
|
|
Legal and professional fees |
|
|
3,947,376 |
|
|
|
3,152,783 |
|
|
Other expenses |
|
|
10,676,976 |
|
|
|
7,784,350 |
|
|
|
|
68,752,022 |
|
|
|
48,465,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
725,312 |
|
|
|
(8,833,619 |
) |
|
|
|
|
333,403 |
|
|
|
(3,509,587 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
391,909 |
|
|
|
(5,324,032 |
) |
|
|
|
|
(3,537,287 |
) |
|
|
(2,069,242 |
) |
|
|
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
|
$ |
(3,145,378 |
) |
|
$ |
(7,393,274 |
) |
|
|
|
|
|
|
|
|
|
|
|
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS |
|
|
|
|
|
|
|
|
|
|
$ |
(0.53 |
) |
|
$ |
(1.25 |
) |
|
|
|
$ |
(0.53 |
) |
|
$ |
(1.25 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE SHARES OUTSTANDING |
|
|
|
|
|
|
|
|
|
|
|
5,967,274 |
|
|
|
5,906,761 |
|
|
|
|
|
5,967,274 |
|
|
|
5,906,761 |
|
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-4
GWG HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
|
|
Preferred Stock Shares |
|
Preferred Stock |
|
Common Shares |
|
Common Stock (par) |
|
Additional Paid-in Capital |
|
Accumulated Deficit |
|
Total Equity |
||||||||||
|
Balance, December 31, 2014 |
|
2,738,966 |
|
|
$ |
20,527,866 |
|
|
5,870,193 |
|
$ |
5,870 |
|
$ |
15,741,371 |
|
|
$ |
(13,885,171 |
) |
|
$ |
22,389,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
(5,324,032 |
) |
|
|
(5,324,032 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
60,000 |
|
|
60 |
|
|
581,940 |
|
|
|
— |
|
|
|
582,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,463 |
) |
|
|
(115,973 |
) |
|
11,597 |
|
|
12 |
|
|
115,961 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,232 |
|
|
|
372,948 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
372,948 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(2,069,242 |
) |
|
|
— |
|
|
|
(2,069,242 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
193,804 |
|
|
|
— |
|
|
|
193,804 |
|
|
Balance, December 31, 2015 |
|
2,781,735 |
|
|
$ |
20,784,841 |
|
|
5,941,790 |
|
$ |
5,942 |
|
$ |
14,563,834 |
|
|
$ |
(19,209,203 |
) |
|
$ |
16,145,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
391,909 |
|
|
|
391,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
36,450 |
|
|
36 |
|
|
244,149 |
|
|
|
— |
|
|
|
244,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(239,749 |
) |
|
|
(1,788,451 |
) |
|
1,950 |
|
|
2 |
|
|
19,498 |
|
|
|
— |
|
|
|
(1,768,951 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
98,535 |
|
|
|
704,743 |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
704,743 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,183 |
|
|
|
59,025,164 |
|
|
— |
|
|
— |
|
|
(4,133,525 |
) |
|
|
— |
|
|
|
54,891,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
(3,537,288 |
) |
|
|
— |
|
|
|
(3,537,288 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
|
226,847 |
|
|
|
— |
|
|
|
226,847 |
|
|
Balance, December 31, 2016 |
|
2,699,704 |
|
|
$ |
78,726,297 |
|
|
5,980,190 |
|
$ |
5,980 |
|
$ |
7,383,515 |
|
|
$ |
(18,817,294 |
) |
|
$ |
67,298,498 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-5
GWG HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
Year Ended |
||||||
|
|
|
2016 |
|
2015 |
||||
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
$ |
391,909 |
|
|
$ |
(5,324,032 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(48,988,406 |
) |
|
|
(39,371,059 |
) |
|
|
|
|
8,445,252 |
|
|
|
3,712,056 |
|
|
|
|
|
333,402 |
|
|
|
(3,509,587 |
) |
|
|
|
|
689,742 |
|
|
|
683,133 |
|
|
|
|
|
302,972 |
|
|
|
6,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,169 |
|
|
|
(1,256 |
) |
|
|
|
|
(5,345,000 |
) |
|
|
1,750,000 |
|
|
|
|
|
(23,022,962 |
) |
|
|
(304,526 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
709,272 |
|
|
|
313,864 |
|
|
|
|
|
4,868,196 |
|
|
|
2,213,529 |
|
|
|
|
|
(4,399,443 |
) |
|
|
2,183,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(66,013,897 |
) |
|
|
(37,647,685 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
Investment in life insurance policies |
|
|
(94,952,879 |
) |
|
|
(38,906,934 |
) |
|
Carrying value of matured life insurance policies |
|
|
10,992,624 |
|
|
|
4,511,289 |
|
|
Investment in Secured MCA advances |
|
|
(8,727,924 |
) |
|
|
— |
|
|
Proceeds from Secured MCA advances |
|
|
2,553,466 |
|
|
|
— |
|
|
|
|
(90,134,713 |
) |
|
|
(34,395,645 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
97,713,952 |
|
|
|
(7,150,000 |
) |
|
|
|
|
(7,469,462 |
) |
|
|
(4,891,681 |
) |
|
|
|
|
153,874,402 |
|
|
|
131,159,348 |
|
|
|
|
|
(10,149,316 |
) |
|
|
(7,499,601 |
) |
|
|
|
|
(45,754,691 |
) |
|
|
(35,984,061 |
) |
|
|
|
|
(35,484,697 |
) |
|
|
1,954,153 |
|
|
|
|
|
244,185 |
|
|
|
582,000 |
|
|
|
|
|
57,112,501 |
|
|
|
— |
|
|
|
|
|
(4,140,866 |
) |
|
|
— |
|
|
|
|
|
(2,198,233 |
) |
|
|
(295,185 |
) |
|
|
|
|
(3,537,288 |
) |
|
|
(2,069,242 |
) |
|
|
|
|
200,210,487 |
|
|
|
75,805,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,061,877 |
|
|
|
3,762,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,425,105 |
|
|
|
30,662,704 |
|
|
|
|
$ |
78,486,982 |
|
|
$ |
34,425,105 |
|
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-6
GWG HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS – CONTINUED
|
|
|
Year Ended |
||||
|
|
|
2016 |
|
2015 |
||
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
|
|
|
|
|
|
|
Interest paid |
|
$ |
34,607,000 |
|
$ |
22,648,000 |
|
Premiums paid |
|
$ |
40,240,000 |
|
$ |
26,650,000 |
|
Stock-based compensation |
|
$ |
227,000 |
|
$ |
194,000 |
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
|
|
|
Options issued to purchase common stock |
|
|
638,000 |
|
|
353,000 |
|
Series I Secured Notes: |
|
|
|
|
|
|
|
|
$ |
234,000 |
|
$ |
203,000 |
|
|
L Bonds: |
|
|
|
|
|
|
|
|
$ |
1,988,000 |
|
$ |
806,000 |
|
|
Series A Preferred Stock: |
|
|
|
|
|
|
|
|
$ |
39,000 |
|
$ |
116,000 |
|
|
|
$ |
690,000 |
|
$ |
683,000 |
|
|
Investment in life insurance policies included in accounts payable |
|
$ |
605,000 |
|
$ |
1,079,000 |
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-7
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Nature of Business and Summary of Significant Accounting Policies
Nature of Business — We are a financial services company committed to finding new ways of disrupting and transforming the life insurance and related industries through innovative products and services, business processes, financing strategies, and advanced epigenetic technology. Historically, we have focused on creating opportunities for consumers to obtain significantly more value for their life insurance policies as compared to the traditional options offered by the insurance industry. As part of our business, we create opportunities for investors to receive income and capital appreciation from our various activities in the life insurance and related industries. Through its wholly owned subsidiaries, GWG Holdings, Inc. owns a portfolio of life insurance policies. As of the date of this prospectus supplement, our portfolio had an aggregate fair value of $511.2 million. We earn income from changes in the fair value of our portfolio and through the benefits we receive upon the mortality of insureds.
GWG Holdings, Inc. and all of its subsidiaries are incorporated and organized in Delaware. Unless the context otherwise requires or we specifically so indicate, all references in these footnotes to “we,” “us,” “our,” “our Company,” “GWG,” or the “Company” refer to GWG Holdings, Inc. and its subsidiaries collectively and on a consolidated basis. References to the full names of particular entities, such as “GWG Holdings, Inc.” or “GWG Holdings,” are meant to refer only to the particular entity referenced.
On September 30, 2015, GWG Holdings formed a wholly owned subsidiary, Wirth Park Agency, LLC. Wirth Park Agency was formed to convert term life insurance policies into universal, or permanent life insurance. Wirth Park Agency produces commission revenue through this activity.
On December 7, 2015, GWG Holdings formed a wholly owned subsidiary, GWG MCA, LLC. On January 13, 2016, GWG MCA, LLC was converted to a corporation and became GWG MCA Capital, Inc. GWG MCA Capital, Inc. was formed to engage in the merchant cash advance business.
On August 25, 2016, GWG Holdings formed a wholly owned subsidiary, Actüa Life & Annuity Ltd. to engage in various life insurance related businesses and activities.
Use of Estimates — The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenue during the reporting period. We regularly evaluate estimates and assumptions, which are based on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances. The actual results that we experience may differ materially and adversely from our estimates. The most significant estimates with regard to these consolidated financial statements relate to (1) the determination of the assumptions used in estimating the fair value of our investments in life insurance policies, and (2) the value of our deferred tax assets and liabilities.
Cash and Cash Equivalents — We consider cash in demand deposit accounts and temporary investments purchased with an original maturity of three months or less to be cash equivalents. We maintain our cash and cash equivalents with highly rated financial institutions. The balances in our bank accounts may exceed Federal Deposit Insurance Corporation limits. We periodically evaluate the risk of exceeding insured levels and may transfer funds as we deem appropriate.
Life Insurance Policies — ASC 325-30 permits a reporting entity to account for its investments in life insurance policies using either the investment method or the fair value method. We elected to use the fair value method to account for our life insurance policies. Under the fair value method we recognize our initial investment at the purchase price. At each subsequent reporting period, we re-measure the investment at fair value in its entirety and recognize the change in fair value as revenue in the current period net of premiums paid.
We also recognize realized gain (revenue) from a life insurance policy upon one of the two following events: (1) our receipt of notice or verified mortality of the insured; or (2) our sale of the policy, filing of change-of-ownership forms and receipt of payment. In the case of mortality, the gain (or loss) we recognize is the difference between the policy benefits and the carrying values of the policy once we determine that collection of the policy benefits is realizable and reasonably assured. In the case of a policy sale, the gain (or loss) we recognize is the difference between the sale price and the carrying value of the policy on the date of our receipt of sale proceeds.
F-8
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Nature of Business and Summary of Significant Accounting Policies (cont.)
In a case where our acquisition of a policy is not complete as of a reporting date, but we have nonetheless advanced direct costs and deposits for the acquisition, those costs and deposits are recorded as “other assets” on our balance sheet until the acquisition is complete and we have secured title to the policy. On December 31, 2016 and 2015, a total of $42,000 and $31,000, respectively, of our “other assets” comprised direct costs and deposits that we advanced for policy acquisitions.
Other Assets — Actüa Life & Annuity Ltd. (“Actüa”) is a new wholly-owned subsidiary of GWG Holdings engaged in various life insurance businesses and activities. In August 2016, Actüa entered into an exclusive option agreement with the Regents of the University of California to explore the use of predictive mortality forecasting using an epigenetic mortality predictor invented by Dr. Steve Horvath. The cost of entering into this exclusive option agreement is listed as “other assets.”
Stock-Based Compensation: We measure and recognize compensation expense for all stock-based payments at fair value over the requisite service period. We use the Black-Scholes option pricing model to determine the weighted average fair value of options. For restricted stock grants, fair value is determined as the average price of our common stock on the date of grant. Equity-based compensation expense is recorded in administrative expenses based on the classification of the employee or vendor. The determination of fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as by assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors.
The expected terms of the options are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at grant date. Volatility is based on historical and expected future volatility of our stock. To date, we have not paid any dividends on our common stock. Forfeitures for both option and restricted stock grants are estimated at the time of the grant and revised in subsequent periods if actual forfeitures differ from estimates.
Deferred Financing and Issuance Costs — Loans advanced to us under our senior credit facilities, as described in Notes 5 and 6, are reported net of financing costs, which include issuance costs, sales commissions and other direct expenses, which are amortized using the straight-line method over the term of the facility. The Series I Secured Notes and L Bonds, as respectively described in Notes 7 and 8, are reported net of financing costs, which are amortized using the interest method over the term of those borrowings. The Series A, as described in Note 9, is reported net of financing costs (including the fair value of warrants issued), all of which were fully amortized using the interest method as of December 31, 2016. Selling and issuance costs of RPS and Series 2 Redeemable Preferred Stock (“RPS 2”), described in Notes 10 and 11, are netted against additional paid-in-capital.
Earnings (loss) per Share — Basic earnings (loss) per share attributable to common shareholders are calculated using the weighted-average number of shares outstanding during the reported period. Diluted earnings (loss) per share are calculated based on the potential dilutive impact of our outstanding Series A, RPS, warrants and stock options. Due to our net loss for years ended December 31, 2016 and 2015, there are no dilutive securities.
Recently Adopted Pronouncements — On April 7, 2015, the FASB issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), as part of its simplification initiative. ASU 2015-03 changes the presentation of debt issuance costs by presenting those costs in the balance sheet as a direct deduction from the related debt liability. Amortization of the costs is reported as interest expense. We adopted ASU 2015-03 effective January 1, 2016, as required for public reporting entities.
On February 25, 2016, the FASB issued ASU 2016-02 Leases (“ASU 2016-02”). The new guidance is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 provides more transparency and comparability in the financial statements of lessees by recognizing all leases with a term greater than twelve months on the balance sheet. Leasees will also be required to disclose key information about their leases. Early adoption is permitted. We have not adopted ASU 2016-02 as of December 31, 2016.
F-9
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(2) Restrictions on Cash
Under the terms of our senior credit facilities (discussed in Notes 5 and 6), we are required to maintain collection and escrow accounts that are used to fund the acquisition of policies, pay annual policy premiums, pay interest and other charges under the facility, and collect policy benefits. The agent for the lender authorizes the disbursements from these accounts. At December 31, 2016 and December 31, 2015, there was a balance of $37,827,000, and $2,342,000, respectively, in these restricted cash accounts.
(3) Investment in Life Insurance Policies
Life insurance policies are valued based on unobservable inputs that are significant to their overall fair value. Changes in the fair value of these policies are recorded as gain or loss on life insurance policies, net of cash premiums paid on those policies, in our consolidated statements of operations. Fair value is determined on a discounted cash flow basis that incorporates life expectancy assumptions generally derived from reports obtained from widely accepted life expectancy providers, assumptions relating to cost-of-insurance (premium) rates and other assumptions. The discount rate we apply incorporates current information about discount rate applied by other reporting companies owning portfolios of life insurance policies, the discount rates observed in the life insurance secondary market, market interest rates, the credit exposure to the insurance companies that issued the life insurance policies and management’s estimate of the risk premium a purchaser would require to receive the future cash flows derived from our portfolio as a whole. As a result of management’s analysis, discount rates of 10.96% and 11.09% were applied to our portfolio as of December 31, 2016 and December 31, 2015, respectively.
A summary of our policies, organized according to their estimated life expectancy dates as of the dates indicated, is as follows:
|
|
|
As of December 31, 2016 |
|
As of December 31, 2015 |
||||||||||||
|
Years Ending December 31, |
|
Number of Policies |
|
Estimated |
|
Face Value |
|
Number of Policies |
|
Estimated |
|
Face Value |
||||
|
2016 |
|
— |
|
$ |
— |
|
$ |
— |
|
5 |
|
$ |
7,503,000 |
|
$ |
8,500,000 |
|
2017 |
|
11 |
|
|
14,837,000 |
|
|
16,939,000 |
|
12 |
|
|
12,875,000 |
|
|
17,418,000 |
|
2018 |
|
23 |
|
|
30,830,000 |
|
|
42,564,000 |
|
27 |
|
|
37,109,000 |
|
|
58,428,000 |
|
2019 |
|
55 |
|
|
57,556,000 |
|
|
88,858,000 |
|
51 |
|
|
54,242,000 |
|
|
100,967,000 |
|
2020 |
|
93 |
|
|
85,414,000 |
|
|
159,814,000 |
|
59 |
|
|
64,750,000 |
|
|
137,868,000 |
|
2021 |
|
86 |
|
|
73,825,000 |
|
|
158,744,000 |
|
48 |
|
|
45,724,000 |
|
|
116,805,000 |
|
2022 |
|
66 |
|
|
56,909,000 |
|
|
147,222,000 |
|
44 |
|
|
38,394,000 |
|
|
116,998,000 |
|
Thereafter |
|
356 |
|
|
191,821,000 |
|
|
747,534,000 |
|
150 |
|
|
96,053,000 |
|
|
387,860,000 |
|
Totals |
|
690 |
|
$ |
511,192,000 |
|
|
1,361,675,000 |
|
396 |
|
$ |
356,650,000 |
|
$ |
944,844,000 |
We recognized life insurance benefits of $48,452,000 and $31,232,000 during 2016 and 2015, respectively, related to policies with a carrying value of $10,993,000 and $4,511,000, respectively, and as a result recorded realized gains of $37,459,000 and $26,721,000.
Reconciliation of gain on life insurance policies:
|
|
|
Years Ended |
||||||
|
|
|
2016 |
|
2015 |
||||
|
Change in fair value |
|
$ |
70,582,000 |
|
|
$ |
39,371,000 |
|
|
Premiums and other annual fees |
|
|
(40,240,000 |
) |
|
|
(26,711,000 |
) |
|
Policy maturities |
|
|
37,460,000 |
|
|
|
26,721,000 |
|
|
Gain on life insurance policies, net |
|
$ |
67,802,000 |
|
|
$ |
39,381,000 |
|
F-10
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(3) Investment in Life Insurance Policies (cont.)
We currently estimate that premium payments and servicing fees required to maintain our current portfolio of life insurance policies in force for the next five years, assuming no mortalities, are as follows:
|
Years Ending December 31, |
|
Premiums |
|
Servicing |
|
Premiums and Servicing Fees |
|||
|
2017 |
|
$ |
44,787,000 |
|
$ |
534,000 |
|
$ |
45,321,000 |
|
2018 |
|
|
50,165,000 |
|
|
534,000 |
|
|
50,699,000 |
|
2019 |
|
|
55,685,000 |
|
|
534,000 |
|
|
56,219,000 |
|
2020 |
|
|
60,561,000 |
|
|
534,000 |
|
|
61,095,000 |
|
2021 |
|
|
67,824,000 |
|
|
534,000 |
|
|
68,358,000 |
|
|
|
$ |
279,022,000 |
|
$ |
2,670,000 |
|
$ |
281,692,000 |
Management anticipates funding the premium payments estimated above with proceeds from our senior credit facilities, proceeds from additional debt and equity financing, and proceeds from maturities of life insurance policies. The proceeds of these capital sources may also be used for the purchase, financing, and maintenance of additional life insurance policies.
(4) Fair Value Definition and Hierarchy
ASC 820 establishes a hierarchical disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is affected by a number of factors, including the type of investment, the characteristics specific to the investment and the state of the marketplace, including the existence and transparency of transactions between market participants. Assets and liabilities with readily available and actively quoted prices, or for which fair value can be measured from actively quoted prices in an orderly market, generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. ASC 820 maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the use of observable inputs whenever available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect assumptions about how market participants price an asset or liability developed based on the best available information. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
The hierarchy is broken down into three levels based on the observability of inputs as follows:
• Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that we have the ability to access. Since valuations are based quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
• Level 2 — Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
• Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The availability of observable inputs can vary by types of assets and liabilities and is affected by a wide variety of factors, including, for example, whether an instrument is established in the marketplace, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for assets and liabilities categorized in Level 3.
F-11
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(4) Fair Value Definition and Hierarchy (cont.)
Level 3 Valuation Process
The estimated fair value of our portfolio of life insurance policies is determined on a quarterly basis by our portfolio management committee, taking into consideration changes in discount rate assumptions, estimated premium payments and life expectancy estimate assumptions, as well as any changes in economic and other relevant conditions. The discount rate incorporates current information about discount rate applied by other reporting companies owning portfolios of life insurance policies, the discount rates observed in the life insurance secondary market, market interest rates, the credit exposure to the insurance company that issued the life insurance policy and management’s estimate of the risk premium a purchaser would require to receive the future cash flows derived from our portfolio as a whole.
These inputs are then used to estimate the discounted cash flows from the portfolio using the Model Actuarial Pricing System probabilistic portfolio price model, which estimates the cash flows using various mortality probabilities and scenarios. The valuation process includes a review by senior management as of each valuation date. We also engage a third-party expert to independently test the accuracy of the valuations using the inputs we provide on a quarterly basis. See Exhibit 99.1 to our Annual Report on Form 10-K, filed on March 15, 2017.
The following table reconciles the beginning and ending fair value of our Level 3 investments in our portfolio of life insurance policies for the periods ended December 31, as follows:
|
|
|
Years Ended |
||||||
|
|
|
2016 |
|
2015 |
||||
|
Beginning balance |
|
$ |
356,650,000 |
|
|
$ |
282,883,000 |
|
|
Purchases |
|
|
94,953,000 |
|
|
|
38,907,000 |
|
|
Maturities (initial cost basis) |
|
|
(10,993,000 |
) |
|
|
(4,511,000 |
) |
|
Net change in fair value |
|
|
70,582,000 |
|
|
|
39,371,000 |
|
|
Ending balance |
|
$ |
511,192,000 |
|
|
$ |
356,650,000 |
|
In the past, we periodically updated the independent life expectancy estimates on the insured lives in our portfolio, other than insured lives covered under small face amount policies (i.e., $1 million in face value benefits or less), on a continuous rotating three-year cycle, and through that effort attempted to update life expectancies for approximately one-twelfth of our portfolio each quarter. Nevertheless, the terms of our senior credit facility with LNV Corporation currently requires us to attempt to update life expectancies on a rotating two-year cycle.
The following table summarizes the inputs utilized in estimating the fair value of our portfolio of life insurance policies:
|
|
|
As of |
|
As of |
||||
|
Weighted-average age of insured, years |
|
|
81.6 |
|
|
|
82.6 |
|
|
Weighted-average life expectancy, months |
|
|
83.2 |
|
|
|
79.3 |
|
|
Average face amount per policy |
|
$ |
1,973,000 |
|
|
$ |
2,386,000 |
|
|
Discount rate |
|
|
10.96 |
% |
|
|
11.09 |
% |
These assumptions are, by their nature, inherently uncertain and the effect of changes in estimates may be significant. For example, if the life expectancy estimates were increased or decreased by four and eight months on each outstanding policy, and the discount rates were increased or decreased by 1% and 2%, while all other variables were held constant, the fair value of our investment in life insurance policies would increase or (decrease) as summarized below:
F-12
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(4) Fair Value Definition and Hierarchy (cont.)
Change in Fair Value of the Investment in Life Insurance Policies
|
|
|
Change in life expectancy estimates |
||||||||||||
|
|
|
minus 8 months |
|
minus 4 months |
|
plus 4 months |
|
plus 8 months |
||||||
|
December 31, 2016 |
|
$ |
69,253,000 |
|
$ |
34,601,000 |
|
$ |
(33,846,000 |
) |
|
$ |
(67,028,000 |
) |
|
December 31, 2015 |
|
$ |
48,339,000 |
|
$ |
24,076,000 |
|
$ |
(23,501,000 |
) |
|
$ |
(46,482,000 |
) |
|
|
|
Change in discount rate |
||||||||||||
|
|
|
minus 2% |
|
minus 1% |
|
plus 1% |
|
plus 2% |
||||||
|
December 31, 2016 |
|
$ |
53,764,000 |
|
$ |
25,728,000 |
|
$ |
(23,668,000 |
) |
|
$ |
(45,491,000 |
) |
|
December 31, 2015 |
|
$ |
35,024,000 |
|
$ |
16,786,000 |
|
$ |
(15,485,000 |
) |
|
$ |
(29,803,000 |
) |
Other Fair Value Considerations
The carrying value of receivables, prepaid expenses, accounts payable and accrued expenses approximate fair value due to their short-term maturities and low credit risk. Using the income-based valuation approach, the estimated fair value of our Series I Secured Notes and L Bonds, having a combined aggregate face value of $403,681,000 as of December 31, 2016, is approximately $414,419,000 based on a weighted-average market interest rate of 6.45%. The carrying value of the senior credit facilities reflects interest charged at the commercial paper rate or 12-month LIBOR, as applicable, plus an applicable margin. The margin represents our credit risk, and the strength of the portfolio of life insurance policies collateralizing the debt. The overall rate reflects market, and the carrying value of the facility approximates fair value.
GWG MCA participates in the merchant cash advance industry by directly advancing sums to merchants and lending money, on a secured basis, to companies that advance sums to merchants. Each quarter, we review the carrying value of these advances and loans, and determine if an impairment reserve is necessary. At December 31, 2016 one of our secured loans was potentially impaired. The secured loan to Nulook Capital LLC had an outstanding balance of $2,527,000 and a loan loss reserve of $600,000 at December 31, 2016. We deem fair value to be the estimated collectible value on each loan or advance made from GWG MCA. Where we estimate the collectible amount to be less than the outstanding balance, we record a reserve for the difference.
The following table summarizes outstanding warrants as of December 31, 2016:
|
Month issued |
|
Warrants |
|
Fair value |
|
Risk free |
|
Volatility |
|
Term |
|||
|
March 2012 |
|
38,130 |
|
$ |
0.52 |
|
0.38 |
% |
|
36.20 |
% |
|
5 years |
|
June 2012 |
|
161,840 |
|
$ |
1.16 |
|
0.41 |
% |
|
47.36 |
% |
|
5 years |
|
July 2012 |
|
144,547 |
|
$ |
1.16 |
|
0.41 |
% |
|
47.36 |
% |
|
5 years |
|
September 2012 |
|
2,500 |
|
$ |
0.72 |
|
0.31 |
% |
|
40.49 |
% |
|
5 years |
|
September 2014 |
|
16,000 |
|
$ |
1.26 |
|
1.85 |
% |
|
17.03 |
% |
|
5 years |
|
|
|
363,017 |
|
|
|
|
|
|
|
|
|
|
|
(5) Credit Facility — Autobahn Funding Company LLC
Through DLP III, we are party to a $105 million senior credit facility with Autobahn Funding Company LLC (“Autobahn”), with a maturity date of June 30, 2018. The facility is governed by a Credit and Security Agreement (the “Agreement”), and DZ Bank AG Deutsche Zentral-Genossenschaftsbank (“DZ Bank”) acts as the agent for Autobahn under the Agreement. On September 14, 2016, we paid off the senior credit facility in full with funds received from a new senior credit facility with LNV Corporation as described in Note 6.
Advances under the facility bear interest at a commercial paper rate of the lender at the time of the advance, or at the lender’s cost of borrowing plus 4.25%. We make interest payments on a monthly basis. The effective rate of interest was 5.42% at September 14, 2016 and 5.58% at December 31, 2015.
F-13
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5) Credit Facility — Autobahn Funding Company LLC (cont.)
The amount outstanding under this facility was $0 and $65,011,000 at December 31, 2016 and December 31, 2015, respectively. GWG Holdings is a performance guarantor of the various obligations of GWG Life, as servicer, under the Agreement. Obligations under the facility are secured by our pledge of ownership in our life insurance policies to DZ Bank through an arrangement under which Wells Fargo serves as a securities intermediary.
The Agreement has certain financial (as described below) and nonfinancial covenants, and we were in compliance with these covenants at both December 31, 2016 and 2015.
We have agreed to maintain (i) a positive consolidated net income on a non-GAAP basis (as defined and calculated under the Agreement) for each complete fiscal year, (ii) a tangible net worth on a non-GAAP basis (again, as defined and calculated under the Agreement) of not less than $45 million, and (iii) maintain cash and eligible investments of $15 million or above.
Consolidated non-GAAP net income and non-GAAP tangible net worth as of and for the four quarters ended December 31, 2016, as calculated under the Agreement, was $38,642,000 and $182,514,000, respectively.
Total funds available for additional borrowings under the facility at December 31, 2016 and 2015, were $0 and $39,989,000, respectively.
(6) Credit Facility — CSG Investments, Inc.
On September 14, 2016, we entered into a senior credit facility with LNV Corporation as lender through our subsidiary GWG DLP Funding IV, LLC (“DLP IV”). The facility is governed by a Loan and Security Agreement (the “Loan Agreement”), with CLMG Corp. acting as administrative agent on behalf of the lenders under the Loan Agreement. The Loan Agreement makes available a total of up to $172,300,000 in credit with a maturity date of September 14, 2026. Additional quarterly advances are available under the Loan Agreement at the LIBOR rate as defined by the lender. Interest will accrue on amounts borrowed under the agreement at an annual interest rate, determined as of each date of borrowing or quarterly if there is no borrowing, equal to (A) the greater of 12-month LIBOR or the federal funds rate (as defined in the agreement) plus one-half of one percent per annum, plus (B) 5.75% per annum. Interest payments are made on a quarterly basis.
The amount outstanding under this facility was $162,725,000 at December 31, 2016. Obligations under the facility are secured by a security interest in DLP IV’s assets, for the benefit of the lenders under the Loan Agreement, through an arrangement under which Wells Fargo serves as security intermediary. The life insurance policies owned by DLP IV do not serve as direct collateral for the obligations of GWG Holdings under its L Bonds or Series I Secured Notes. The difference between the outstanding balance as of December 31, 2016 and the carrying amount relates to unamortized debt issuance costs.
The Loan Agreement requires DLP IV to maintain a reserve account in an amount sufficient to pay 12 months of servicing, administrative and third party expenses identified under the Loan Agreement, and 12 months of debt service as calculated under the Loan Agreement. As of December 31, 2016, the amount set aside in the reserve account was $27,500,000.
The Agreement has certain financial and nonfinancial covenants, and we were in compliance with these covenants at December 31, 2016.
Total funds available for additional borrowings under the facility at December 31, 2016 was $0.
(7) Series I Secured Notes
Series I Secured Notes (“Series I”) are legal obligations of GWG Life and were privately offered and sold from August 2009 through June 2011. The Series I are secured by the assets of GWG Life and are subordinate to obligations under our senior credit facilities (see Notes 5 and 6). We are party to a Third Amended and Restated Note Issuance
F-14
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(7) Series I Secured Notes (cont.)
and Security Agreement dated November 1, 2011, as amended, under which GWG Life is obligor, GWG Holdings is guarantor, and Lord Securities Corporation serves as trustee of the GWG Life Trust (“Trust”). This agreement contains certain financial and non-financial covenants, and we were in compliance with these covenants at both December 31, 2016 and 2015.
The Series I were sold with original maturity dates ranging from six months to seven years, and with fixed interest rates varying from 5.65% to 9.55% depending on the term of the note. The Series I have renewal features under which we may elect to permit their renewal, subject to the right of bondholders to elect to receive payment at maturity. Effective September 1, 2016, we no longer renew the Series I.
Interest on the Series I is payable monthly, quarterly, annually or at maturity depending on the election of the investor. At December 31, 2016 and 2015, the weighted-average interest rate of our Series I was 8.68% and 8.47%, respectively. The principal amount of Series I outstanding was $16,614,000 and $23,578,000 at December 31, 2016 and 2015, respectively. The difference between the amount outstanding on the Series I and the carrying amount on our balance sheet is due to netting of unamortized deferred issuance costs. Overall, interest expense includes amortization of deferred financing and issuance costs of $332,000 and $362,000 in 2016 and 2015, respectively. Future expected amortization of deferred financing costs is $209,000 in total over the next five years.
Future contractual maturities of Series I payable and future amortization of their deferred financing costs at December 31, 2016 are as follows:
|
Years Ending December 31, |
|
Contractual Maturities |
|
Amortization of Deferred Financing Costs |
||
|
2017 |
|
$ |
10,523,000 |
|
$ |
41,000 |
|
2018 |
|
|
2,401,000 |
|
|
41,000 |
|
2019 |
|
|
1,024,000 |
|
|
20,000 |
|
2020 |
|
|
1,725,000 |
|
|
52,000 |
|
2021 |
|
|
941,000 |
|
|
55,000 |
|
|
|
$ |
16,614,000 |
|
$ |
209,000 |
(8) L Bonds
Our L Bonds are legal obligations of GWG Holdings. Obligations under the L Bonds are secured by the assets of GWG Holdings and by GWG Life, as a guarantor, and are subordinate to the obligations under our senior credit facilities (see Notes 5 and 6). We began publicly offering and selling L Bonds in January 2012 under the name “Renewable Secured Debentures.” These debt securities were re-named “L Bonds” in January 2015. L Bonds are publicly offered and sold on a continuous basis under a registration statement permitting us to sell up to $1.0 billion in principal amount of L Bonds. We are party to an indenture governing the L Bonds dated October 19, 2011, as amended (“Indenture”), under which GWG Holdings is obligor, GWG Life is guarantor, and Bank of Utah serves as indenture trustee. The Indenture contains certain financial and non-financial covenants, and we were in compliance with these covenants at December 31, 2016 and 2015.
Effective September 1, 2016, we ceased selling 6-month and 1-year L Bonds until further notice. In addition, effective September 1, 2016, the L Bond interest rates changed to 5.50%, 6.25%, 7.50% and 8.50% for the 2-, 3-, 5- and 7-year L Bonds, respectively. The bonds have renewal features under which we may elect to permit their renewal, subject to the right of bondholders to elect to receive payment at maturity. Interest is payable monthly or annually depending on the election of the investor.
At December 31, 2016 and 2015, the weighted-average interest rate of our L Bonds was 7.23% and 7.16%, respectively. The principal amount of L Bonds outstanding was $387,067,000 and $282,171,000 at December 31, 2016 and 2015, respectively. The difference between the amount of outstanding L Bonds and the carrying amount on our balance sheets
F-15
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(8) L Bonds (cont.)
is due to netting of unamortized deferred issuance costs and cash receipts for new issuances in process. Amortization of deferred issuance costs was $7,099,000 and $5,285,000 in 2016 and 2015, respectively. Future expected amortization of deferred financing costs as of December 31, 2016 is $11,636,000 in total over the next eight years.
Future contractual maturities of L Bonds, and future amortization of their deferred financing costs, at December 31, 2016 are as follows:
|
Years Ending December 31, |
|
Contractual Maturities |
|
Amortization of Deferred Financing Costs |
||
|
2017 |
|
$ |
106,955,000 |
|
$ |
1,178,000 |
|
2018 |
|
|
109,407,000 |
|
|
3,000,000 |
|
2019 |
|
|
90,463,000 |
|
|
3,450,000 |
|
2020 |
|
|
20,679,000 |
|
|
809,000 |
|
2021 |
|
|
28,923,000 |
|
|
1,512,000 |
|
Thereafter |
|
|
30,640,000 |
|
|
1,687,000 |
|
|
|
$ |
387,067,000 |
|
$ |
11,636,000 |
(9) Series A Convertible Preferred Stock
From July 2011 until September 2012, we privately offered shares of Series A of GWG Holdings at $7.50 per share. In the offering, we sold an aggregate of 3,278,000 shares for gross consideration of $24,582,000. Holders of Series A are entitled to cumulative dividends at the rate of 10% per annum, paid quarterly. Dividends on the Series A are accumulating and are recorded as a reduction to additional paid-in capital. Under certain circumstances described in the Certificate of Designation for the Series A, additional Series A shares may be issued in lieu of cash dividends at the rate of $7.00 per share.
Holders of Series A are entitled to a liquidation preference equal to the stated value of their preferred shares (i.e., $7.50 per share) plus accrued but unpaid dividends. Holders of Series A may presently convert each share of their Series A into 0.75 shares of our common stock at a price of $10.00 per share.
As of December 31, 2016, we issued an aggregate of 473,000 shares of Series A in satisfaction of $3,310,000 in dividends on the Series A, and an aggregate of 696,000 shares of Series A were converted into 522,000 shares of our common stock. As of December 31, 2016, we had 2,640,000 Series A shares outstanding with respect to which we incurred aggregate issuance costs of $2,838,000, all of which is included as a component of additional paid-in capital.
Purchasers of Series A in our offering received warrants to purchase an aggregate of 431,954 shares of our common stock at an exercise price of $12.50 per share. The grant date fair value of these warrants was $428,000. As of December 31, 2016, none of these warrants were exercised, 69,000 warrants have expired. The weighted-average remaining life of these warrants was 0.56 and 1.43 years at December 31, 2016 and 2015, respectively.
In September 2014, we completed, at our discretion, a public offering of our common stock and, as a result, the Series A was reclassified from temporary equity to permanent equity. We may redeem Series A shares at a price equal to 110% of their liquidation preference ($7.50 per share) at any time. As of December 31, 2016, we have redeemed an aggregate of 277,000 shares of Series A.
(10) Redeemable Preferred Stock
Beginning November 30, 2015, we began publicly offering up to 100,000 shares of Redeemable Preferred Stock (“RPS”) at $1,000 per share. Holders of RPS are entitled to cumulative dividends at the rate of 7% per annum, paid
F-16
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(10) Redeemable Preferred Stock (cont.)
monthly. Dividends on the RPS are recorded as a reduction to additional paid-in capital. Under certain circumstances described in the Certificate of Designation for the RPS, additional shares of RPS may be issued in lieu of cash dividends.
The RPS ranks senior to our common stock and pari passu with our Series A, and entitles its holders to a liquidation preference equal to the stated value per share (i.e., $1,000) plus accrued but unpaid dividends. Holders of RPS may presently convert their RPS into our common stock at a conversion price equal to the volume-weighted average price of our common stock for the 20 trading days immediately prior to the date of conversion, subject to a minimum conversion price of $15.00 and in an aggregate amount limited to 15% of the stated value of RPS originally purchased by such holder from us and still held by such holder.
Holders of RPS may request that we redeem their RPS at a price equal to their stated value plus accrued but unpaid dividends, less an applicable redemption fee, if any. Nevertheless, the Certificate of Designation for RPS permits us complete discretion to grant redemption requests. Subject to certain restrictions and conditions, we may also redeem shares of RPS without a redemption fee upon a holder’s death, total disability or bankruptcy. In addition, after one year from the date of original issuance, we may, at our option, call and redeem shares of RPS at a price equal to their liquidation preference.
As of December 31, 2016, we had sold 59,183 shares of RPS for aggregate gross consideration of $59,025,000, and incurred approximately $4,134,000 of selling costs related to the sale of those shares.
At the time of its issuance, we determined that the RPS contained two embedded features: (1) optional redemption by the holder at our discretion and (2) optional conversion by the holder. We determined that each of the embedded features met the definition of a derivative and that the RPS should be considered an equity host for the purposes of assessing the embedded derivatives for potential bifurcation. Based on our assessment under ASC 470 “Debt” we do not believe bifurcation of either the holder’s redemption or conversion feature is appropriate.
(11) Series 2 Redeemable Preferred Stock
On February 14, 2017, our public offering up to 150,000 shares of Series 2 Redeemable Preferred Stock (“RPS 2”) at $1,000 per share was declared effective. Holders of RPS 2 are entitled to cumulative dividends at the rate of 7% per annum, paid monthly. Dividends on the RPS 2, when payable, will be recorded as a reduction to additional paid-in capital. Under certain circumstances described in the Certificate of Designation for the RPS 2, additional shares of RPS 2 may be issued in lieu of cash dividends.
The RPS 2 ranks senior to our common stock and pari passu with our Series A and RPS, and entitles its holders to a liquidation preference equal to the stated value per share (i.e., $1,000) plus accrued but unpaid dividends. Holders of RPS 2 may, less an applicable conversion discount, if any, convert their RPS 2 into our common stock at a conversion price equal to the volume-weighted average price of our common stock for the 20 trading days immediately prior to the date of conversion, subject to a minimum conversion price of $12.75 and in an aggregate amount limited to 10% of the stated value of RPS 2 originally purchased from us.
Holders of RPS 2 may request that we redeem their RPS 2 at a price equal to their liquidation preference at a price equal to their stated value plus accrued but unpaid dividends, less an applicable redemption fee, if any. Nevertheless, the Certificate of Designation for RPS 2 permits us complete discretion to decline requests for redemption. Subject to certain restrictions and conditions, we may also redeem shares of RPS 2 without a redemption fee upon a holder’s death, total disability or bankruptcy. In addition, we may, at our option, call and redeem shares of RPS 2 at a price equal to their liquidation preference (subject to a minimum redemption price, in the event of redemptions occurring less than one year after issuance, of 107% of the stated value of the shares being redeemed).
We have not sold any shares of RPS 2.
F-17
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(12) GWG MCA Capital, Inc — 9% Preferred Stock
Beginning March 31, 2016, GWG MCA began privately offering up to 2,000,000 shares of GWG MCA 9% Preferred Stock (“MCA Preferred”) at $10.00 per share. Holders of MCA Preferred are entitled to cumulative dividends at a rate of 9% per annum, paid monthly. Dividends on the MCA Preferred are included as interest expense in the statements of operations. As of December 31, 2016, a total of 7,155 shares of MCA Preferred had been sold for aggregate gross consideration of $72,000 and approximately $7,000 of selling costs related to the sale of these shares were incurred.
Holders of MCA Preferred were redeemed as of December 31, 2016 at the stated value of their shares plus accrued but unpaid dividends.
(13) Income Taxes
We had a current income tax liability of $0 as of both December 31, 2016 and 2015. The components of deferred income tax expense (benefit) for 2016 and 2015, respectfully, consisted of the following:
|
|
|
2016 |
|
2015 |
|||
|
Income tax provision: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
252,000 |
|
$ |
(2,660,000 |
) |
|
State |
|
|
81,000 |
|
|
(850,000 |
) |
|
Total income tax expense (benefit) |
|
$ |
333,000 |
|
$ |
(3,510,000 |
) |
We provided a valuation allowance against the deferred tax asset related to a note receivable, which was charged-off for financial reporting purposes, because we believe that, when realized for tax purposes, it will result in a capital loss that will not be utilized because we have no expectation of generating a capital gain within the applicable carryforward period. Therefore, we do not believe that it is “more likely than not” that the deferred tax asset will be realized.
We also provided a valuation allowance against the deferred tax asset related to a tax basis capital loss generated with respect to our settlement and subsequent disposal of an earlier investment. As we have no expectation of generating capital gains with the applicable carryforward period, we do not believe that it is “more likely than not” that the deferred asset will be realized.
The primary differences between the December 31, 2016 effective tax rate and the statutory federal rate are state taxes, and other non-deductible expenses. The most significant temporary differences between GAAP net income and taxable net income are the treatment of interest costs with respect to the acquisition of the life insurance policies and revenue recognition with respect to the mark-to-market of our life insurance portfolio.
The following table provides a reconciliation of our income tax expense (benefit) at the statutory federal tax rate to our actual income tax expense (benefit):
|
|
|
2016 |
|
2015 |
|||||||||
|
Statutory federal income tax |
|
$ |
247,000 |
|
34.0 |
% |
|
$ |
(3,004,000 |
) |
|
34.0 |
% |
|
State income taxes, net of federal benefit |
|
|
56,000 |
|
7.8 |
% |
|
|
(561,000 |
) |
|
6.3 |
% |
|
Other permanent differences |
|
|
30,000 |
|
4.2 |
% |
|
|
55,000 |
|
|
(0.6 |
)% |
|
Total income tax expense |
|
$ |
333,000 |
|
46.0 |
% |
|
$ |
(3,510,000 |
) |
|
39.7 |
% |
F-18
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(13) Income Taxes (cont.)
The tax effects of temporary differences that give rise to deferred income taxes were as follows:
|
|
|
2016 |
|
2015 |
||||
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
|
|
$ |
2,023,000 |
|
|
$ |
2,023,000 |
|
|
|
|
|
10,781,000 |
|
|
|
7,049,000 |
|
|
|
|
|
1,130,000 |
|
|
|
375,000 |
|
|
|
|
|
13,934,000 |
|
|
|
9,447,000 |
|
|
|
|
|
(2,164,000 |
) |
|
|
(2,164,000 |
) |
|
|
Deferred tax assets |
|
|
11,770,000 |
|
|
|
7,283,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
|
|
|
(13,867,000 |
) |
|
|
(9,046,000 |
) |
|
|
|
|
— |
|
|
|
(1,000 |
) |
|
|
Net deferred tax liability |
|
$ |
(2,097,000 |
) |
|
$ |
(1,764,000 |
) |
At December 31, 2016 and 2015, we had federal net operating loss (“NOL”) carryforwards of $26,642,000 and $17,451,000, respectively, and aggregate state NOL carryforwards of approximately $26,616,000 and $17,423,000, respectively. The NOL carryforwards will begin to expire in 2031. Future utilization of NOL carryforwards is subject to limitations under Section 382 of the Internal Revenue Code. This section generally relates to a more than 50 percent change in ownership over a three-year period. We currently do not believe that any issuance of common stock has resulted in an ownership change under Section 382.
We provide for a valuation allowance when it is not considered “more likely than not” that our deferred tax assets will be realized. At both December 31, 2016 and 2015 based upon all available evidence, we provided a valuation allowance of $2,164,000, against deferred tax assets related to the likelihood of recovering the tax benefit of a capital loss on a note receivable from a related entity and other capital losses. Management believes all other deferred tax assets are recoverable.
ASC 740 requires the reporting of certain tax positions that do not meet a threshold of “more-likely-than-not” to be recorded as uncertain tax benefits. It management’s responsibility to determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation, based upon the technical merits of the position. Management has reviewed all income tax positions taken or expected to be taken for all open years and determined that the income tax positions are appropriately stated and supported. We do not anticipate that the total unrecognized tax benefits will significantly change prior to December 31, 2016.
Under our accounting policies, interest and penalties on unrecognized tax benefits, as well as interest received from favorable tax settlements are recognized as components of income tax expense. At December 31, 2016 and 2015, we recorded no accrued interest or penalties related to uncertain tax positions.
Our income tax returns for tax years ended December 31, 2013, 2014, 2015 and 2016, when filed, remain open to examination by the Internal Revenue Service and various state taxing jurisdictions. Our tax return for tax year 2012 has now been examined by the IRS (finalized April of 2015) but is open for examination by various state taxing jurisdictions.
F-19
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(14) Common Stock
In September 2014, we consummated an initial public offering of our common stock resulting in the sale of 800,000 shares of common stock at $12.50 per share, and net proceeds of approximately $8.6 million after the payment of underwriting commissions, discounts and expense reimbursements. In connection with this offering, we listed our common stock on the Nasdaq Capital Market under the ticker symbol “GWGH.”
On June 24, 2015 we issued 60,000 restricted common shares at $9.70 per share, determined by the closing market price on the date of grant, to a vendor as payment for services to be rendered over three years. The cost of these shares is amortized over a 12-month period. On March 17, 2016, we issued an additional 6,500 restricted common shares at an average price of $7.16 per share, determined by the closing market price on the date of grant, to this same vendor for additional services provided to us. On April 25, 2016, we issued 25,000 restricted shares of common stock at $6.25 per share, determined by the closing market price on the date of grant, to a vendor as a form of payment for services the vendor is providing to us, which is expensed in the current period.
(15) Stock Incentive Plan
We adopted our 2013 Stock Incentive Plan in March 2013. The Compensation Committee of our Board of Directors is responsible for the administration the plan. Incentives under the plan may be granted incentive stock options and non-statutory stock options; stock appreciation rights; stock awards; restricted stock; restricted stock units; and performance shares. Eligible participants include officers and employees of GWG Holdings and its subsidiaries, members of our Board of Directors, and consultants. 2,000,000 common shares are presently issuable under the plan.
In September 2014, we entered into a stock option agreement with a new management employee granting the employee the right to purchase up to 318,000 of our common stock at an exercise price of $12.50. The grant of such rights to purchase our common stock was treated as an inducement grant and was issued outside the GWG Holdings Inc. 2013 Stock Incentive Plan.
Through December 31, 2016, we had issued stock options for 2,048,000 shares of common stock to employees, officers, and directors under the plan. Options for 738,000 shares have vested, and the remaining options are scheduled to vest over three years. The options were issued with an exercise price between $6.35 and $10.18 for those beneficially owning more than 10% of our common stock, and between $6.00 and $10.25 for all others, which is equal to the estimated market price of the shares on the date of grant. The expected annualized volatility used in the Black-Scholes model valuation of options issued during the period was 25.9%. The annual volatility rate is based on the standard deviation of the average continuously compounded rate of return of five selected comparable companies over the previous 52 weeks. A forfeiture rate of 15% is based on historical information and expected future trend. As of December 31, 2016, stock options for 437,000 shares were forfeited and stock options for 28,000 shares were exercised.
Outstanding stock options:
|
|
|
Vested |
|
Un-vested |
|
Total |
|||
|
Balance as of December 31, 2014 |
|
314,288 |
|
|
685,813 |
|
|
1,000,101 |
|
|
Granted during the year |
|
79,500 |
|
|
273,700 |
|
|
353,200 |
|
|
Vested during the year |
|
238,999 |
|
|
(238,999 |
) |
|
— |
|
|
Exercised during the year |
|
(27,667 |
) |
|
— |
|
|
(27,667 |
) |
|
Forfeited during the year |
|
(121,417 |
) |
|
(150,602 |
) |
|
(272,019 |
) |
|
Balance as of December 31, 2015 |
|
483,703 |
|
|
569,912 |
|
|
1,053,615 |
|
|
Granted during the year |
|
22,500 |
|
|
608,350 |
|
|
630,850 |
|
|
Vested during the year |
|
251,788 |
|
|
(251,788 |
) |
|
— |
|
|
Forfeited during the year |
|
(19,926 |
) |
|
(82,140 |
) |
|
(102,066 |
) |
|
Balance as of December 31, 2016 |
|
738,065 |
|
|
844,334 |
|
|
1,582,399 |
|
Compensation expense related to un-vested options not yet recognized is $525,000. We expect to recognize this compensation expense over the next three years ($265,000 in 2017, $157,000 in 2018, and $103,000 in 2019).
F-20
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(15) Stock Incentive Plan(cont.)
Stock Appreciation Rights (SARs) - On September 19, 2016 we issued SARs for 145,388 shares of the common stock to employees. The strike price of the SARs was $8.76, which was equal to the market price of the common stock at the close of business on September 19, 2016. 56,358 of the SARs were vested as of December 31, 2016, on which date the market price of the common stock was $8.82. A forfeiture rate of 15% was used in calculating our liability for the SARs.
Outstanding Stock Appreciation Rights:
|
|
|
Vested |
|
Un-vested |
|
Total |
|
Balance as of December 31, 2015 |
|
— |
|
— |
|
— |
|
Granted during the year |
|
106,608 |
|
133,127 |
|
239,735 |
|
Forfeited during the year |
|
— |
|
— |
|
— |
|
Balance as of December 31, 2016 |
|
106,608 |
|
133,127 |
|
239,735 |
A liability for Stock Appreciation Rights — Compensation Expense was recorded on December 31, 2016 in the amount of $4,266 and Compensation Expense was charged for the same amount.
(16) Net Loss per Common Share
We have outstanding Series A and RPS, as described in Notes 9 and 10. The Series A and RPS are anti-dilutive to our net loss attributable to common shareholders calculation for the years ended December 31, 2016 and December 31, 2015. We also issued warrants to purchase common stock in conjunction with the sale of Series A (see Note 9). Both those warrants and our vested stock options are anti-dilutive at December 31, 2016 and 2015 and have not been included in the fully diluted net loss per common share calculation.
(17) Commitments
We are party to an office lease with U.S. Bank National Association as the landlord. On September 1, 2015, we entered into an amendment to our original lease that expanded the leased space to 17,687 square feet and extended the term through 2026. Under the amended lease we are obligated to pay base rent plus common area maintenance and a share of building operating costs. Rent expenses under this agreement were $415,000 and $283,000 during 2016 and 2015, respectively.
Minimum lease payments under the amended lease are as follows:
|
2017 |
|
|
178,000 |
|
2018 |
|
|
185,000 |
|
2019 |
|
|
191,000 |
|
2020 |
|
|
198,000 |
|
2021 |
|
|
204,000 |
|
2022 |
|
|
210,000 |
|
2023 |
|
|
217,000 |
|
2024 |
|
|
223,000 |
|
2025 |
|
|
230,000 |
|
|
|
$ |
1,836,000 |
(18) Contingencies
Litigation — In the normal course of business, we are involved in various legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on our financial position, results of operations or cash flows.
F-21
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(19) Guarantee of L Bonds
We are publicly offering and selling L Bonds under a registration statement declared effective by the SEC, as described in Note 8. Our obligations under the L Bonds are secured by substantially all the assets of GWG Holdings, a pledge of all our common stock held individually by our largest stockholders, and by a guarantee and corresponding grant of a security interest in substantially all the assets of GWG Life. As a guarantor, GWG Life has fully and unconditionally guaranteed the payment of principal and interest on the L Bonds. Substantially all of our life insurance policies are held by DLP III, DLP IV and the Trust. The policies held by DLP III and DLP IV are not collateral for the L Bond obligations as such policies serve as direct collateral for the senior credit facilities.
The consolidating financial statements are presented in lieu of separate financial statements and other related disclosures of the subsidiary guarantor and issuer because management does not believe that separate financial statements and related disclosures would be material to investors. There are currently no significant restrictions on the ability of GWG Holdings or GWG Life, the guarantor subsidiary, to obtain funds from its subsidiaries by dividend or loan, except as described in these notes. A majority of insurance policies we own are subject to a collateral arrangement with LNV described in Note 6. Under this arrangement, collection and escrow accounts are used to fund premiums for the insurance policies and to pay interest and other charges under the senior credit facility.
The following represents consolidating financial information as of December 31, 2016 and December 31, 2015, with respect to the financial position, and as of December 31, 2016 and 2015, with respect to results of operations and cash flows of GWG Holdings and its subsidiaries. The parent column presents the financial information of GWG Holdings, the primary obligor for the L Bonds. The guarantor subsidiary column presents the financial information of GWG Life, the guarantor subsidiary of the L Bonds, presenting its investment in DLP III, DLP IV and the Trust under the equity method. The non-guarantor subsidiaries column presents the financial information of all non-guarantor subsidiaries, including DLP III, DLP IV and the Trust.
F-22
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(19) Guarantee of L Bonds (cont.)
Consolidating Balance Sheets
December 31, 2016 |
|
Parent |
|
Guarantor Subsidiary |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
||||||||
|
ASSETS |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
28,481,047 |
|
|
$ |
49,360,952 |
|
$ |
644,983 |
|
$ |
— |
|
|
$ |
78,486,982 |
|
|
|
|
— |
|
|
|
2,117,649 |
|
|
35,708,947 |
|
|
— |
|
|
|
37,826,596 |
|
|
|
|
— |
|
|
|
41,277,896 |
|
|
469,914,458 |
|
|
— |
|
|
|
511,192,354 |
|
|
|
|
— |
|
|
|
— |
|
|
5,703,147 |
|
|
— |
|
|
|
5,703,147 |
|
|
|
|
— |
|
|
|
— |
|
|
5,345,000 |
|
|
— |
|
|
|
5,345,000 |
|
|
|
|
3,854,233 |
|
|
|
2,056,822 |
|
|
810,640 |
|
|
(2,033,592 |
) |
|
|
4,688,103 |
|
|
|
|
429,971,148 |
|
|
|
352,337,037 |
|
|
— |
|
|
(782,308,185 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
462,306,428 |
|
|
$ |
447,150,356 |
|
$ |
518,127,175 |
|
$ |
(784,341,777 |
) |
|
$ |
643,242,182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS’ EQUITY |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
— |
|
|
$ |
— |
|
$ |
156,064,818 |
|
$ |
— |
|
|
$ |
156,064,818 |
|
|
|
|
— |
|
|
|
16,404,836 |
|
|
— |
|
|
— |
|
|
|
16,404,836 |
|
|
|
|
381,312,587 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
381,312,587 |
|
|
|
|
853,470 |
|
|
|
731,697 |
|
|
641,545 |
|
|
— |
|
|
|
2,226,712 |
|
|
|
|
9,882,133 |
|
|
|
3,743,277 |
|
|
2,535,189 |
|
|
— |
|
|
|
16,160,599 |
|
|
|
|
862,369 |
|
|
|
544,032 |
|
|
2,303,952 |
|
|
(2,033,592 |
) |
|
|
1,676,761 |
|
|
|
|
2,097,371 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
2,097,371 |
|
|
TOTAL LIABILITIES |
|
|
395,007,930 |
|
|
|
21,423,842 |
|
|
161,545,504 |
|
|
(2,033,592 |
) |
|
|
575,943,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
425,726,514 |
|
|
356,581,671 |
|
|
(782,308,185 |
) |
|
|
— |
|
|
|
|
19,701,133 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
19,701,133 |
|
|
|
|
59,025,164 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
59,025,164 |
|
|
|
|
5,980 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
5,980 |
|
|
|
|
7,383,515 |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
7,383,515 |
|
|
|
|
(18,817,294 |
) |
|
|
— |
|
|
— |
|
|
— |
|
|
|
(18,817,294 |
) |
|
TOTAL STOCKHOLDERS’ EQUITY |
|
|
67,298,498 |
|
|
|
425,726,514 |
|
|
356,581,671 |
|
|
(782,308,185 |
) |
|
|
67,298,498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
$ |
462,306,428 |
|
|
$ |
447,150,356 |
|
$ |
518,127,175 |
|
$ |
(784,341,777 |
) |
|
$ |
643,242,182 |
|
F-23
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(19) Guarantee of L Bonds (cont.)
Consolidating Balance Sheets (continued)
December 31, 2015 |
|
Parent |
|
Guarantor Subsidiary |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|||||||||
|
ASSETS |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
32,292,162 |
|
|
$ |
1,982,722 |
|
|
$ |
150,221 |
|
$ |
— |
|
|
$ |
34,425,105 |
|
|
|
|
— |
|
|
|
2,102,257 |
|
|
|
239,643 |
|
|
— |
|
|
|
2,341,900 |
|
|
|
|
— |
|
|
|
— |
|
|
|
356,649,715 |
|
|
— |
|
|
|
356,649,715 |
|
|
|
|
1,742,074 |
|
|
|
688,071 |
|
|
|
30,900 |
|
|
— |
|
|
|
2,461,045 |
|
|
|
|
269,886,254 |
|
|
|
291,295,951 |
|
|
|
— |
|
|
(561,182,205 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
303,920,490 |
|
|
$ |
296,069,001 |
|
|
$ |
357,070,479 |
|
$ |
(561,182,205 |
) |
|
$ |
395,877,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES & STOCKHOLDERS’ EQUITY |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
— |
|
|
$ |
(1,000,000 |
) |
|
$ |
64,279,596 |
|
$ |
— |
|
|
$ |
63,279,596 |
|
|
|
|
— |
|
|
|
23,287,704 |
|
|
|
— |
|
|
— |
|
|
|
23,287,704 |
|
|
|
|
276,482,796 |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
276,482,796 |
|
|
|
|
280,988 |
|
|
|
157,217 |
|
|
|
1,079,235 |
|
|
— |
|
|
|
1,517,440 |
|
|
|
|
8,529,959 |
|
|
|
3,544,626 |
|
|
|
265,476 |
|
|
— |
|
|
|
12,340,061 |
|
|
|
|
717,365 |
|
|
|
343,421 |
|
|
|
— |
|
|
— |
|
|
|
1,060,786 |
|
|
|
|
1,763,968 |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
1,763,968 |
|
|
TOTAL LIABILITIES |
|
|
287,775,076 |
|
|
|
26,332,968 |
|
|
|
65,624,307 |
|
|
— |
|
|
|
379,732,351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
269,736,033 |
|
|
|
291,446,172 |
|
|
(561,182,205 |
) |
|
|
— |
|
|
|
|
20,784,841 |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
20,784,841 |
|
|
|
|
5,942 |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
5,942 |
|
|
|
|
14,563,834 |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
17,149,391 |
|
|
|
|
(19,209,203 |
) |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
(19,209,203 |
) |
|
TOTAL STOCKHOLDERS’ EQUITY |
|
|
16,145,414 |
|
|
|
269,736,033 |
|
|
|
291,446,172 |
|
|
(561,182,205 |
) |
|
|
16,145,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
$ |
303,920,490 |
|
|
$ |
296,069,001 |
|
|
$ |
357,070,479 |
|
$ |
(561,182,205 |
) |
|
$ |
395,877,765 |
|
F-24
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(19) Guarantee of L Bonds (cont.)
Consolidated Statements of Operations
|
For the year ended December 31, 2016 |
|
Parent |
|
Guarantor Subsidiary |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|||||||||
|
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
— |
|
|
$ |
13,417 |
|
|
$ |
— |
|
$ |
(13,417 |
) |
|
$ |
— |
|
|
|
|
|
— |
|
|
|
379,405 |
|
|
|
67,422,160 |
|
|
— |
|
|
|
67,801,565 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
929,303 |
|
|
— |
|
|
|
929,303 |
|
|
|
|
|
260,087 |
|
|
|
59,340 |
|
|
|
639,414 |
|
|
(212,375 |
) |
|
|
746,466 |
|
|
|
|
|
260,087 |
|
|
|
452,162 |
|
|
|
68,990,877 |
|
|
(225,792 |
) |
|
|
69,477,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
13,417 |
|
|
(13,417 |
) |
|
|
— |
|
|
|
|
|
32,149,577 |
|
|
|
2,311,819 |
|
|
|
8,094,353 |
|
|
(212,375 |
) |
|
|
42,343,374 |
|
|
|
|
|
6,874,368 |
|
|
|
4,358,406 |
|
|
|
551,522 |
|
|
— |
|
|
|
11,784,296 |
|
|
|
|
|
2,107,053 |
|
|
|
1,628,408 |
|
|
|
211,915 |
|
|
— |
|
|
|
3,947,376 |
|
|
|
|
|
5,822,621 |
|
|
|
2,871,318 |
|
|
|
1,983,037 |
|
|
— |
|
|
|
10,676,976 |
|
|
|
TOTAL EXPENSES |
|
|
46,953,619 |
|
|
|
11,169,951 |
|
|
|
10,854,244 |
|
|
(225,792 |
) |
|
|
68,752,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(46,693,532 |
) |
|
|
(10,717,789 |
) |
|
|
58,136,633 |
|
|
— |
|
|
|
725,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY IN INCOME OF SUBSIDIARIES |
|
|
47,418,844 |
|
|
|
58,822,543 |
|
|
|
— |
|
|
(106,241,387 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
725,312 |
|
|
|
48,104,754 |
|
|
|
58,136,633 |
|
|
(106,241,387 |
) |
|
|
725,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
333,403 |
|
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
333,403 |
|
|
|
NET INCOME |
|
|
391,909 |
|
|
|
48,104,754 |
|
|
|
58,136,633 |
|
|
(106,241,387 |
) |
|
|
391,909 |
|
|
|
|
(3,537,287 |
) |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
(3,537,287 |
) |
|
|
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
|
$ |
(3,145,378 |
) |
|
$ |
— |
|
|
$ |
— |
|
$ |
— |
|
|
$ |
(3,145,378 |
) |
F-25
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(19) Guarantee of L Bonds (cont.)
Consolidated Statements of Operations (continued)
|
For the year ended December 31, 2015 |
|
Parent |
|
Guarantor Subsidiary |
|
Non-Guarantor Subsidiaries |
|
Eliminations |
|
Consolidated |
|||||||||
|
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
— |
|
|
$ |
2,217,471 |
|
|
$ |
— |
|
$ |
(2,217,471 |
) |
|
$ |
— |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
39,381,003 |
|
|
— |
|
|
|
39,381,003 |
|
|
|
|
|
45,613 |
|
|
|
62,125 |
|
|
|
143,511 |
|
|
|
|
|
|
251,249 |
|
|
|
|
|
45,613 |
|
|
|
2,279,596 |
|
|
|
39,524,514 |
|
|
(2,217,471 |
) |
|
|
39,632,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
2,217,471 |
|
|
(2,217,471 |
) |
|
|
— |
|
|
|
|
|
22,416,821 |
|
|
|
2,703,124 |
|
|
|
4,398,743 |
|
|
— |
|
|
|
29,518,718 |
|
|
|
|
|
6,007,347 |
|
|
|
2,002,673 |
|
|
|
— |
|
|
— |
|
|
|
8,010,020 |
|
|
|
|
|
2,115,580 |
|
|
|
1,037,203 |
|
|
|
— |
|
|
— |
|
|
|
3,152,783 |
|
|
|
|
|
4,295,085 |
|
|
|
3,347,294 |
|
|
|
141,971 |
|
|
— |
|
|
|
7,784,350 |
|
|
|
TOTAL EXPENSES |
|
|
34,834,863 |
|
|
|
9,090,294 |
|
|
|
6,758,185 |
|
|
(2,217,471 |
) |
|
|
48,465,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34,789,250 |
) |
|
|
(6,810,698 |
) |
|
|
32,766,329 |
|
|
— |
|
|
|
(8,833,619 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY IN INCOME OF SUBSIDIARIES |
|
|
25,955,631 |
|
|
|
32,766,108 |
|
|
|
— |
|
|
(58,721,739 |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,833,619 |
) |
|
|
25,955,410 |
|
|
|
32,766,329 |
|
|
(58,721,739 |
) |
|
|
(8,833,619 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,509,587 |
) |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
(3,509,587 |
) |
|
|
NET INCOME (LOSS) |
|
|
(5,324,032 |
) |
|
|
25,955,410 |
|
|
|
32,766,329 |
|
|
(58,721,739 |
) |
|
|
(5,324,032 |
) |
|
|
|
(2,069,242 |
) |
|
|
— |
|
|
|
— |
|
|
— |
|
|
|
(2,069,242 |
) |
|
|
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS |
|
$ |
(7,393,274 |
) |
|
$ |
— |
|
|
$ |
— |
|
$ |
— |
|
|
$ |
(7,393,274 |
) |
F-26
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(19) Guarantee of L Bonds (cont.)
Consolidated Statements of Cash Flows
For the year ended December 31, 2016 |
|
Parent |
|
Guarantor Sub |
|
Non-Guarantor Sub |
|
Eliminations |
|
Consolidated |
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
391,909 |
|
|
$ |
48,104,754 |
|
|
$ |
58,136,633 |
|
|
$ |
(106,241,387 |
) |
|
$ |
391,909 |
|
Adjustments to reconcile net income to net cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(47,418,845 |
) |
|
|
(58,822,542 |
) |
|
|
— |
|
|
|
106,241,387 |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
(48,988,406 |
) |
|
|
— |
|
|
|
(48,988,406 |
) |
|
|
|
7,720,065 |
|
|
|
(1,307,640 |
) |
|
|
2,032,827 |
|
|
|
— |
|
|
|
8,445,252 |
|
|
|
|
333,402 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
333,402 |
|
|
|
|
689,742 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
689,742 |
|
|
|
|
302,972 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
302,972 |
|
|
(Increase) decrease in operating assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(5,345,000 |
) |
|
|
— |
|
|
|
(5,345,000 |
) |
|
|
|
— |
|
|
|
1,169 |
|
|
|
— |
|
|
|
— |
|
|
|
1,169 |
|
|
|
|
(112,725,117 |
) |
|
|
(44,866,357 |
) |
|
|
19,683,919 |
|
|
|
114,884,593 |
|
|
|
(23,022,962 |
) |
|
Increase (decrease) in operating liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,033,592 |
) |
|
|
— |
|
|
|
2,033,592 |
|
|
|
— |
|
|
|
— |
|
|
|
|
572,483 |
|
|
|
574,481 |
|
|
|
(437,692 |
) |
|
|
— |
|
|
|
709,272 |
|
|
|
|
2,191,113 |
|
|
|
420,259 |
|
|
|
2,256,824 |
|
|
|
— |
|
|
|
4,868,196 |
|
|
|
|
706,718 |
|
|
|
2,873,233 |
|
|
|
(7,979,395 |
) |
|
|
— |
|
|
|
(4,399,444 |
) |
|
|
|
(149,269,149 |
) |
|
|
(53,022,643 |
) |
|
|
21,393,302 |
|
|
|
114,884,593 |
|
|
|
(66,013,897 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(94,952,879 |
) |
|
|
— |
|
|
|
(94,952,879 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
10,992,624 |
|
|
|
— |
|
|
|
10,992,624 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(8,727,924 |
) |
|
|
— |
|
|
|
(8,727,924 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
2,553,466 |
|
|
|
— |
|
|
|
2,553,466 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(90,134,713 |
) |
|
|
— |
|
|
|
(90,134,713 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
97,713,952 |
|
|
|
— |
|
|
|
97,713,952 |
|
|
|
|
— |
|
|
|
(7,469,462 |
) |
|
|
— |
|
|
|
— |
|
|
|
(7,469,462 |
) |
|
|
|
153,874,402 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
153,874,402 |
|
|
|
|
(10,149,316 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10,149,316 |
) |
|
|
|
(45,754,691 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(45,754,691 |
) |
|
|
|
244,185 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
244,185 |
|
|
|
|
— |
|
|
|
(15,392 |
) |
|
|
(35,469,305 |
) |
|
|
— |
|
|
|
(35,484,697 |
) |
|
|
|
57,040,946 |
|
|
|
— |
|
|
|
71,555 |
|
|
|
— |
|
|
|
57,112,501 |
|
|
|
|
(4,133,526 |
) |
|
|
— |
|
|
|
(7,340 |
) |
|
|
— |
|
|
|
(4,140,866 |
) |
|
|
|
(2,126,678 |
) |
|
|
— |
|
|
|
(71,555 |
) |
|
|
— |
|
|
|
(2,198,233 |
) |
|
|
|
(3,537,288 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,537,288 |
) |
|
|
|
— |
|
|
|
107,885,727 |
|
|
|
6,998,866 |
|
|
|
(114,884,593 |
) |
|
|
— |
|
|
|
|
145,458,034 |
|
|
|
100,400,873 |
|
|
|
69,236,173 |
|
|
|
(114,884,593 |
) |
|
|
200,210,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,811,115 |
) |
|
|
47,378,230 |
|
|
|
494,762 |
|
|
|
— |
|
|
|
44,061,877 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,292,162 |
|
|
|
1,982,722 |
|
|
|
150,221 |
|
|
|
— |
|
|
|
34,425,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
28,481,047 |
|
|
$ |
49,360,952 |
|
|
$ |
644,983 |
|
|
$ |
— |
|
|
$ |
78,486,982 |
|
|
F-27
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(19) Guarantee of L Bonds (cont.)
Consolidated Statements of Cash Flows (continued)
For the year ended December 31, 2015 |
|
Parent |
|
Guarantor Sub |
|
Non-Guarantor Sub |
|
Eliminations |
|
Consolidated |
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(5,324,032 |
) |
|
$ |
25,955,410 |
|
|
$ |
32,766,329 |
|
|
$ |
(58,721,739 |
) |
|
$ |
(5,324,032 |
) |
Adjustments to reconcile net income to net cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(25,955,632 |
) |
|
|
(32,766,107 |
) |
|
|
— |
|
|
|
58,721,739 |
|
|
|
— |
|
|
|
|
— |
|
|
|
— |
|
|
|
(39,371,059 |
) |
|
|
— |
|
|
|
(39,371,059 |
) |
|
|
|
4,081,051 |
|
|
|
362,457 |
|
|
|
(731,452 |
) |
|
|
— |
|
|
|
3,712,056 |
|
|
|
|
(3,509,587 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,509,587 |
) |
|
|
|
683,133 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
683,133 |
|
|
|
|
6,800 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,800 |
|
|
(Increase) decrease in operating assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
(1,256 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1,256 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
1,750,000 |
|
|
|
— |
|
|
|
1,750,000 |
|
|
|
|
(58,689,451 |
) |
|
|
(43,314,345 |
) |
|
|
— |
|
|
|
101,699,270 |
|
|
|
(304,526 |
) |
|
Increase (decrease) in operating liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(129,909 |
) |
|
|
(85,463 |
) |
|
|
529,236 |
|
|
|
— |
|
|
|
313,864 |
|
|
|
|
2,730,921 |
|
|
|
233,786 |
|
|
|
(751,178 |
) |
|
|
— |
|
|
|
2,213,529 |
|
|
|
|
2,059,136 |
|
|
|
149,242 |
|
|
|
(24,985 |
) |
|
|
— |
|
|
|
2,183,393 |
|
|
|
|
(84,047,570 |
) |
|
|
(49,466,276 |
) |
|
|
(5,833,109 |
) |
|
|
101,699,270 |
|
|
|
(37,647,685 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(38,906,934 |
) |
|
|
— |
|
|
|
(38,906,934 |
) |
|
|
|
— |
|
|
|
— |
|
|
|
4,511,289 |
|
|
|
— |
|
|
|
4,511,289 |
|
|
|
|
— |
|
|
|
— |
|
|
|
(34,395,645 |
) |
|
|
— |
|
|
|
(34,395,645 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
(7,150,000 |
) |
|
|
— |
|
|
|
(7,150,000 |
) |
|
|
|
— |
|
|
|
(4,891,681 |
) |
|
|
— |
|
|
|
— |
|
|
|
(4,891,681 |
) |
|
|
|
131,159,348 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
131,159,348 |
|
|
|
|
(7,499,601 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(7,499,601 |
) |
|
|
|
(35,984,061 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(35,984,061 |
) |
|
|
|
— |
|
|
|
(2,019,757 |
) |
|
|
3,973,910 |
|
|
|
— |
|
|
|
1,954,153 |
|
|
|
|
582,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
582,000 |
|
|
|
|
(295,185 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(295,185 |
) |
|
|
|
(2,069,242 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,069,242 |
) |
|
|
|
— |
|
|
|
58,144,205 |
|
|
|
43,555,065 |
|
|
|
(101,699,270 |
) |
|
|
— |
|
|
|
|
85,893,259 |
|
|
|
51,232,767 |
|
|
|
40,378,975 |
|
|
|
(101,699,270 |
) |
|
|
75,805,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,845,689 |
|
|
|
1,766,491 |
|
|
|
150,221 |
|
|
|
— |
|
|
|
3,762,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,446,473 |
|
|
|
216,231 |
|
|
|
— |
|
|
|
— |
|
|
|
30,662,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
32,292,162 |
|
|
$ |
1,982,722 |
|
|
$ |
150,221 |
|
|
$ |
— |
|
|
$ |
34,425,105 |
|
|
F-28
GWG HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(20) Concentration
We purchase life insurance policies written by life insurance companies having investment-grade ratings by independent rating agencies. As a result, there may be certain concentrations of policies with life insurance companies. The following summarizes the face value of insurance policies with specific life insurance companies exceeding 10% of the total face value held by us.
|
|
|
As of December 31, |
||||
|
Life insurance company |
|
2016 |
|
2015 |
||
|
John Hancock |
|
14.36 |
% |
|
12.73 |
% |
|
AXA Equitable |
|
13.42 |
% |
|
14.00 |
% |
|
Lincoln National |
|
11.22 |
% |
|
|
* |
____________
* percentage does not exceed 10% of the total face value.
The following summarizes the number of insurance policies held in specific states exceeding 10% of the total face value held by us:
|
|
|
As of December 31, |
||||
|
State of residence |
|
2016 |
|
2015 |
||
|
California |
|
20.72 |
% |
|
25.25 |
% |
|
Florida |
|
19.42 |
% |
|
19.95 |
% |
(21) Subsequent Events
Subsequent to December 31, 2016, eight policies covering seven individuals have matured. The combined insurance benefits of these policies were $15,975,000. We recorded realized gains of $13,956,000 on these seven policies.
Subsequent to December 31, 2016, we have issued approximately an additional $15,318,000 in principal amount of L Bonds.
Subsequent to December 31, 2016 we have issued approximately $16,871,000 of RPS.
On February 9, 2017, we declared a special cash dividend in the amount of $2.50 per share, payable on or about April 14, 2017, to the holders of RPS of record as of the close of business on April 5, 2017.
On February 14, 2017, we began a public offering of up to 150,000 shares of RPS 2 at $1,000 per share. As of the date of this prospectus supplement, we have not sold any shares of RPS 2.
Effective February 16, 2017, Paul Siegert, Director and Executive Chairman, voluntarily resigned from the Board of Directors. As part of his resignation, we agreed to repurchase Mr. Siegert’s 200,445 shares of GWG common stock for an aggregate of approximately $1.604 million. As a separation payment, Mr. Siegert will continue to receive his regular salary payments (annualized to approximately $201,000) through December 31, 2017 and he forfeited all options, both unvested and vested, to purchase shares of GWG common stock. Following his resignation, the Board of Directors appointed Mark Schwarzmann as a director of the Board and Jon Sabes was appointed Chairman of the Board.
(22) Reclassification of Preferred Stock Dividends
For the quarter ended December 31, 2016, we identified an error relating to prior periods in the classification of preferred stock dividends on the consolidated statement of operations and balance sheet. Preferred stock dividends have been classified as interest expense since the third quarter of 2014, when our initial public offering became effective. As a result, dividend cost resulted in an increase of the accumulated deficit on the balance sheet. The preferred stock dividends should have been charged directly to additional paid-in capital and are separately reflected as preferred stock dividends on the consolidated statement of operations. The reclassification of preferred stock dividends did not result in any changes to total equity in any of the periods effected. Additionally, the reclassification did not result in any changes to net loss attributable to common shareholders or net loss per common share for the year ended December 31, 2015.
F-29
$150,000,000 of Series 2 Redeemable Preferred Stock
(150,000 shares)
GWG HOLDINGS, INC.
__________________________
PROSPECTUS SUPPLEMENT
__________________________
March 15, 2017