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8-K - CURRENT REPORT - GWG Holdings, Inc.f8k042216_gwgholdings.htm
EX-3.1 - AMENDMENT TO CERTIFICATE OF DESIGNATION FOR REDEEMABLE PREFERRED STOCK - GWG Holdings, Inc.f8k042216ex3i_gwghold.htm

Exhibit 99.1

 

 

GWG HOLDINGS ReportS FIRST Quarter
2016 Financial Results

 

MINNEAPOLIS, MN – April 28, 2016 -- GWG Holdings, Inc. (NASDAQ: GWGH) (“GWG” or “the Company”), a specialty finance company and a leader in the life insurance secondary market, today announced its financial results for the first quarter ended March 31, 2016.

 

Highlights:

 

For the Three Months Ended March 31, 2016

 

GAAP Financial Information
Total revenue of $17.9 million, up 6.4% from the prior year
Net income attributable to common shareholders of $1.4 million, or $0.24 and $0.18 per basic and fully diluted share, respectively
Non-GAAP Financial Information1
Adjusted Non-GAAP income of $13.4 million, or $2.26 per basic share2
Non-GAAP Net Asset Value of $15.56 per basic share as of March 31, 20163
Continued to experience returns on matured policies that when blended with the expected yield of our current portfolio validate our long term pricing and return assumptions
Recognized $19.2 million in policy benefits from maturities on six life insurance policies
Purchased 75 policies with $102 million in face value of policy benefits
Grew the Company’s portfolio of life insurance to over $1.0 billion in face value of policy benefits covering 419 unique lives; a net sequential growth of $83.0 million
Raised a combined total of $35 million in capital from the sale of the Company’s $1 billion L Bond and Redeemable Preferred Stock offerings combined
Of the more than 3,500 financial advisors selling GWG’s investment products, 64% are authorized to source policies through GWG’s Appointed Agent Program
Direct originations from GWG’s Appointed Agent Program accounted for 23% of all life insurance policies in GWG’s current pipeline and 13% of policies purchased for the quarter
Maintained a total liquidity position of $66.7 million as of March 31, 20164

 

 

(1)See non-GAAP Financial Measures below.
(2)Our credit facility requires us to maintain a positive net income calculated on an adjusted non-GAAP basis. 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 adjusted costs during the same period to calculate our net income on a non-GAAP basis.
(3)Net asset value per share is calculated as present value of the Company’s portfolio of life insurance policies using a discount rate of 6.91% (equal to the Company’s weighted average cost of financing) plus cash on hand and policy benefits receivable less the sum of the Company’s interest bearing debt
(4)Includes cash, cash equivalents, restricted cash, and policy benefits receivable plus amounts available on the senior credit facility.

 

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Management Commentary

 

“This quarter marks our ten year anniversary of being in business and we are pleased to have celebrated this milestone with continued positive momentum, further strengthening our leadership position in the secondary life insurance market,” said Jon Sabes, GWG Holdings’ Chief Executive Officer. “Our life insurance portfolio surpassed the $1.0 billion mark in face value of benefits, a year-over-year net increase of 36%. In addition, we had another strong quarter of capital raise and are well positioned to lead the growth and development of the largely untapped life insurance secondary market. We are confident that we are on our way to another successful year for GWG.”

 

“During the first quarter of 2016, GWG’s proprietary Appointed Agent program has continued to make significant progress in expanding our network of insurance and financial advisors who can source life insurance policies for GWG,” said Michael Freedman, GWG’s President. “Almost two-thirds of the financial advisors in GWG’s syndicate of broker dealers selling our investment products have been approved to source life insurance policies for GWG. In addition, GWG is able to process the increased volume of policies we are purchasing through our own Policy Acquisition Center, which allows us to evaluate, price, and purchase policies in a time and cost efficient manner.”

 

“GWG continues to create value for our shareholders by growing the number of unique lives in our life insurance portfolio and moving towards greater actuarial diversity and predictability,” said William Acheson, GWG Holdings’ Chief Financial Officer. “We believe the cash flows received from our portfolio over the last several quarters, in terms of absolute dollars and as a percentage of the portfolio face amount, is indicative of this progress.”

 

First Quarter 2016 Financial Summary

 

Total revenue for the three months ended March 31, 2016 was $17.9 million, as compared to $16.8 million for the same period in 2015. Realized gain from policy benefits was $14.6 million and $25.0 million for the first quarter of 2016 and 2015, respectively. The Company recognized $19.2 million of life insurance policy benefits in the first quarter of 2016 versus $28.6 million in the same period of 2015. Included in the increase in total revenue was an increase in revenue of approximately $8.0 million as a result of unrealized gains associated with new life insurance policy purchases.

 

Total operating expenses for the first quarter of 2016 were $15.7 million, as compared to $11.0 million for the same period in 2015. Most of the increase was due to higher interest expenses relating to higher debt balances outstanding and increased expenditures on sales, marketing, and business development, including employee compensation and benefits, relating to servicing our growing family of independent financial advisors and life insurance professionals.

 

For the quarter ending March 31, 2016 total net income attributable to common shareholders was $1.4 million, or $0.24 and $0.18 per basic and fully diluted share, respectively. This compares to net income of $3.6 million attributable to common shareholders or $0.62 and $0.46 per basic and fully diluted share, respectively, for the same period in 2015. The decline for the first quarter of 2016 was driven by lower realized gains associated with the receipt of life insurance policy benefits as compared to the year earlier period, partially offset by higher unrealized gains associated with new life insurance policy purchases.

 

Liquidity & Capital Resources

 

The Company had a combined balance of cash, cash equivalents, and available borrowing capacity from its senior credit facility of $66.7 million as of March 31, 2016.

 

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Life Insurance Portfolio Summary

 

Total portfolio face value of policy benefits  $1,027,821,000 
Average face value per policy  $2,210,000 
Average face value per insured life  $2,453,000 
Average age of insured (yrs.)*   82.4 
Average life expectancy estimate (yrs.)*   6.7 
Total number of policies   465 
Number of unique lives   419 
Demographics   72% Males; 28% Females 
Number of smokers   12 
Largest policy as % of total portfolio   0.97%
Average policy as % of total portfolio   0.22%
Average annual premium as % of face value   3.31%

 

* weighted averages.

 

Distribution of Policies and Policy Benefits by Current Age of Insured

 

Min Age  Max Age  Policies   Policy Benefits   Wtd. Avg. Life Expectancy (yrs.)   Percentage of Total Policy Benefits 
                    
90  95   37   $76,183,000    2.82    7.41%
85  89   129   $285,371,000    4.88    27.76%
80  84   134   $354,095,000    6.74    34.46%
75  79   86   $197,392,000    8.75    19.20%
70  74   49   $75,207,000    9.55    7.32%
65  69   30   $39,573,000    10.74    3.85%
Total      465   $1,027,821,000    6.68    100.0%

 

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Trailing Twelve Month Benefits and Premiums Paid

 

For the dates set forth below, the following table illustrates the total amount of face value of policy benefits owned, the trailing twelve months of life insurance policy benefits recognized, 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 Amount

  

12-Month

Trailing

Benefits Collected

  

12-Month

Trailing Premiums Paid

  

12-Month

Trailing

Benefits/Premium

Coverage Ratio

 
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    193.6%
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%

 

Conference Call Details

 

Management will host a conference call today at 4:30 pm Eastern Time to discuss the Company's financial results. The conference call number for U.S. participants is (844) 423-9895 and the conference call number for participants outside the U.S. is (716) 247-5865. The conference ID number for both conference call numbers is 92046091. The call may also be accessed via webcast on the Company’s website at investors.gwglife.com.

 

A replay of the call will be available through Thursday, May 5, 2016 by dialing (855) 859-2056 (U.S.) or (404) 537-3406 (international), using the passcode 92046091.

 

About GWG Holdings, Inc.

 

GWG Holdings, Inc. (NASDAQ: GWGH) is a specialty finance company and a leader in the secondary market for life insurance. GWG is dedicated to creating a vibrant secondary life insurance market for the economic benefit of seniors seeking post-retirement financial solutions, investors seeking yield derived from non-correlated assets, financial advisors seeking value-added products and services for their clients, and shareholders seeking to benefit from the growth of this marketplace. As of March 31, 2016, GWG’s growing portfolio consisted of over $1.0 billion in face value of benefits. Since 2006, GWG has purchased nearly $2 billion in life insurance policy benefits and paid seniors over $335 million for their policies.

 

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For more information about GWG Holdings, email info@gwglife.com or visit www.gwglife.com.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management are forward-looking statements. The words "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "would," "target" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about our estimates regarding future revenue and financial performance. We may not actually achieve the expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the expectations disclosed in the forward-looking statements we make. More information about potential factors that could affect our business and financial results is contained in our filings with the Securities and Exchange Commission, specifically including our registration statement on Form S-1 and any amendments and post-effective amendments thereto. Additional information will also be set forth in our future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that we make with the Securities and Exchange Commission. We do not intend, and undertake no duty, to release publicly any updates or revisions to any forward-looking statements contained herein.

 

Investor Contacts:

Larry Clark (310) 622-8223

Kristen Papke (310) 622-8225

Financial Profiles, Inc.

GWGH@finprofiles.com

 

Media Contacts:

Rose Reifsnyder

Senior Vice President, Marketing

GWG Holdings, Inc.

(612) 840-7204

rreifsnyder@gwglife.com

 

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GWG HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

   March 31,
2016
   December 31, 2015 
A S S E T S
Cash and cash equivalents  $10,998,625   $34,425,105 
Restricted cash   19,828,620    2,341,900 
Investment in life settlements, at fair value   387,402,111    356,649,715 
Secured MCA loans   4,235,442    - 
Policy benefits receivable   15,912,839    - 
Other assets   2,804,325    2,461,045 
TOTAL ASSETS  $441,181,962   $395,877,765 
           
L I A B I L I T I E S & S T O C K H O L D E R S’ E Q U I T Y
           
LIABILITIES          
Revolving credit facility  $82,304,099   $63,279,596 
Series I Secured Notes payable   18,226,541    23,287,704 
L Bonds   301,924,332    276,482,796 
Notes payable to related parties   1,760,000    - 
Accounts payable   2,119,791    1,517,440 
Interest payable   12,915,598    12,340,061 
Other accrued expenses   1,397,378    1,060,786 
Deferred taxes, net   2,819,697    1,763,968 
TOTAL LIABILITIES  $423,467,436   $379,732,351 
           
STOCKHOLDERS’ EQUITY          
           
CONVERTIBLE PREFERRED STOCK          
(par value $0.001; shares authorized 40,000,000; shares outstanding 2,713,246 and 2,781,735; liquidation preference of $20,349,000 and $20,863,000 on March 31, 2016 and December 31, 2015, respectively)   20,274,155    20,784,841 
           
REDEEMABLE PREFERRED STOCK          
(par value $0.001; shares authorized 100,000; shares outstanding 1,028 on March 31, 2016)   949,938    - 
           
COMMON STOCK          
Common stock (par value $0.001: shares authorized 210,000,000; shares issued and outstanding 5,948,290 and 5,941,790 on March 31, 2016 and December 31, 2015)   5,948    5,942 
Additional paid-in capital   17,204,940    17,149,391 
Accumulated deficit   (20,720,455)   (21,794,760)
TOTAL STOCKHOLDERS’ EQUITY   17,714,526    16,145,414 
           
TOTAL LIABILITIES & EQUITY  $441,181,962   $395,877,765 

 

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GWG HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS

 

   Three Months Ended 
  

March 31,
2016

   March 31,
2015
 
REVENUE        
Gain on life settlements, net  $17,713,712   $16,783,409 
Interest and other income   190,181    49,296 
TOTAL REVENUE   17,903,893    16,832,705 
           
EXPENSES          
Interest expense   9,660,386    7,176,534 
Employee compensation and benefits   2,466,197    1,727,917 
Legal and professional fees   1,206,128    578,144 
Other expenses   2,412,160    1,478,848 
TOTAL EXPENSES   15,744,871    10,961,443 
           
INCOME BEFORE INCOME TAXES   2,159,022    5,871,262 
INCOME TAX EXPENSE   1,084,717    2,609,371 
           
NET INCOME   1,074,305    3,261,891 
Income attributable to preferred shareholders   342,962   353,155
INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS  $1,417,267   $3,615,046 
           
NET INCOME PER COMMON SHARE          
Basic  $0.24   $0.62 
Diluted  $0.18   $0.46 
           
WEIGHTED AVERAGE SHARES OUTSTANDING          
Basic   5,942,790    5,870,193 
Diluted   7,987,321    7,940,645 

 

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Non-GAAP Financial Measures

 

GWG uses non-GAAP financial measures for evaluating financial results, planning and forecasting, and maintaining compliance with covenants contained in borrowing agreements. The application of current GAAP standards during a period of significant growth in the Company’s business, in which period the Company is building a large and actuarially diverse portfolio of life insurance, results in current period operating performance that may not be reflective of the Company’s long-term earnings potential. Management believes that the Company’s 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 occur during this phase of growth.

 

Non-GAAP financial measures disclosed by GWG 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. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for comparable amounts prepared in accordance with GAAP. A reconciliation of GAAP to the non-GAAP financial measures described above can be found below.

 

Adjusted Non-GAAP Net Income. Our credit facility requires us to maintain a positive net income calculated on an adjusted non-GAAP basis. 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 adjusted costs during the same period to calculate our net income on a non-GAAP basis.

 

  

Three Months Ended

March 31,

 
   2016   2015 
GAAP net income  $1,074,305   $3,261,891 
Unrealized fair value (gain) loss (1)   (11,531,553)   1,893,845 
Adjusted cost basis increase (2)   15,367,047    12,229,201 
Accrual of unrealized actuarial gain (3)   8,178,975    4,241,446 
Total adjusted non-GAAP income (4)  $13,088,774   $21,626,383 
Adjustments to income   342,962    353,155 
Non-GAAP income attributable to common shareholders  $13,431,736   $21,979,538 
Net income per share:          
Basic  $2.26   $3.74 
Diluted  $1.68   $2.77 
Average shares outstanding:          
Basic   5,942,790    5,870,193 
Diluted   7,987,321    7,940,645 

 

(1)Reversal of unrealized fair value gain of life insurance policies for current period.
(2)Adjusted cost basis is increased to include those acquisition and servicing expenses which are not capitalized under GAAP.
(3)Accrual of actuarial gain at expected internal rate of return based on the 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 revolving credit facility with DZ Bank/Autobahn.

 

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Non-GAAP Net Asset Value. The non-GAAP net asset value attempts to measure the economic value of the Company’s common equity by netting interest-bearing debt and the redemption value of the Company’s outstanding Series A preferred stock against the value of the Company’s portfolio of life insurance (discounted at our weighted-average cost of financing) and cash and cash equivalents at the end of the measurement period. Management believes this is a useful way to view the common equity value attributable to the current yield spread in the Company’s portfolio of life insurance.

 

   As of
March 31,
   As of
December 31,
 
   2016   2015 
Life insurance portfolio policy benefits  $1,027,821,000   $944,844,000 
Discount rate of future cash flows   6.91%   6.98%
Net present value of life insurance policy benefits  $478,483,000   $435,738,000 
Cash and cash equivalents  $30,827,000   $36,767,000 
Policy benefits receivable  $15,913,000   $- 
Interest bearing debt  $(410,350,000)  $(370,760,000)
Preferred stock redemption value  $(22,384,000)  $(22,949,000)
Net asset value  $92,489,000   $78,796,000 
Per share  $15.56   $13.26 
Shares outstanding (basic)   5,942,790    5,941,790 

 

The discount rate used in this calculation is our weighted-average cost of financing and is separate and distinct from the discount rate used to determine the GAAP fair value of the portfolio of life insurance policies as described in our most recent form 10-K.

 

This press release corrects the press release titled “GWG Holdings Reports First Quarter 2016 Financial Results,” released at 8:15 AM EDT on April 28, 2016. In the earlier press release, the Non-GAAP Net Asset Value appeared as $12.89 instead of $15.56, the correct amount.

 

 

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