Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Oct. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36615 | |
Entity Registrant Name | GWG HOLDINGS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-2222607 | |
Entity Address, Address Line One | 325 North St. Paul Street, Suite 2650 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75201 | |
City Area Code | 612 | |
Local Phone Number | 746-1944 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | GWGH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 33,098,631 | |
Amendment Flag | false | |
Entity Central Index Key | 0001522690 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 69,289 | $ 85,249 |
Restricted cash | 22,162 | 38,911 |
Investment in life insurance policies, at fair value | 770,026 | 791,911 |
Life insurance policy benefits receivable, net | 25,988 | 14,334 |
Investment in alternative assets, at fair value | 212,494 | 221,894 |
Equity method investments | 4,363 | 8,582 |
Other assets | 32,370 | 36,326 |
Goodwill | 2,367,750 | 2,367,750 |
TOTAL ASSETS | 3,504,442 | 3,564,957 |
LIABILITIES | ||
Senior credit facility with LNV Corporation | 227,137 | 193,730 |
L Bonds | 1,329,013 | 1,246,902 |
Seller Trust L Bonds | 272,104 | 272,104 |
Debt due to related parties | 77,248 | 76,260 |
Interest and dividends payable | 23,909 | 24,080 |
Accounts payable and accrued expenses | 27,552 | 26,505 |
Deferred tax liability, net | 51,149 | 51,469 |
TOTAL LIABILITIES | 2,008,112 | 1,891,050 |
Redeemable noncontrolling interests | 1,228,599 | 1,233,093 |
Common stock | ||
(par value $0.001; shares authorized 210,000,000; shares issued and outstanding, 33,097,118 and 33,094,664 as of June 30, 2021 and December 31, 2020, respectively) | 33 | 33 |
Common stock in treasury, at cost (12,337,264 shares as of both June 30, 2021 and December 31, 2020) | (67,406) | (67,406) |
Additional paid-in capital | 268,190 | 274,023 |
Accumulated deficit | (364,447) | (251,111) |
TOTAL GWG HOLDINGS STOCKHOLDERS’ (DEFICIT) EQUITY | (42,446) | 112,372 |
Noncontrolling interests | 310,177 | 328,442 |
TOTAL STOCKHOLDERS’ EQUITY | 267,731 | 440,814 |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ 3,504,442 | $ 3,564,957 |
Common stock, issued (in shares) | 33,097,118 | 33,094,664 |
Common stock, outstanding (in shares) | 33,097,118 | 33,094,664 |
Redeemable Preferred Stock | ||
STOCKHOLDERS’ EQUITY | ||
Redeemable preferred stock | $ 38,830 | $ 46,241 |
Series 2 Redeemable Preferred Stock | ||
STOCKHOLDERS’ EQUITY | ||
Redeemable preferred stock | $ 82,354 | $ 110,592 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 210,000,000 | 210,000,000 |
Common stock, issued (in shares) | 33,097,118 | 33,094,664 |
Common stock, outstanding (in shares) | 33,097,118 | 33,094,664 |
Treasury stock (in shares) | 12,337,264 | 12,337,264 |
Redeemable Preferred Stock | ||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 100,000 | 100,000 |
Preferred stock, outstanding (in shares) | 49,444 | 56,855 |
Preferred stock, liquidation preference | $ 49,732 | $ 57,187 |
Series 2 Redeemable Preferred Stock | ||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 150,000 | 150,000 |
Preferred stock, outstanding (in shares) | 101,650 | 129,887 |
Preferred stock, liquidation preference | $ 102,244 | $ 130,645 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
REVENUE | ||||
Gain (loss) on life insurance policies, net | $ (4,473) | $ 14,788 | $ 2,439 | $ 29,233 |
Investment income (loss), net | 1,773 | (22,671) | 3,863 | (15,115) |
Interest income | 305 | 300 | 622 | 1,015 |
Other (loss) income | (1,891) | 36,501 | (3,451) | 36,597 |
TOTAL REVENUE | (4,286) | 28,918 | 3,473 | 51,730 |
EXPENSES | ||||
Interest expense | 42,127 | 37,142 | 83,509 | 73,013 |
Employee compensation and benefits | 14,082 | 11,840 | 29,106 | 89,544 |
Legal and professional fees | 6,054 | 7,643 | 14,182 | 13,806 |
Other expenses | 6,395 | 5,063 | 13,398 | 8,675 |
TOTAL EXPENSES | 68,658 | 61,688 | 140,195 | 185,038 |
LOSS BEFORE INCOME TAXES | (72,944) | (32,770) | (136,722) | (133,308) |
INCOME TAX BENEFIT | (196) | (2,018) | (482) | (18,163) |
NET LOSS BEFORE LOSS FROM EQUITY METHOD INVESTMENT | (72,748) | (30,752) | (136,240) | (115,145) |
Loss from equity method investment | (3,435) | (1,318) | (6,949) | (2,848) |
NET LOSS | (76,183) | (32,070) | (143,189) | (117,993) |
Net loss attributable to noncontrolling interests | 14,087 | 11,530 | 29,853 | 54,082 |
Less: Preferred stock dividends | 2,775 | 3,714 | 5,967 | 7,666 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (64,871) | $ (24,254) | $ (119,303) | $ (71,577) |
NET LOSS PER COMMON SHARE | ||||
Basic (in usd per share) | $ (3.13) | $ (0.79) | $ (5.75) | $ (2.34) |
Diluted (in usd per share) | $ (3.13) | $ (0.79) | $ (5.75) | $ (2.34) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||
Basic (in shares) | 20,757,400 | 30,536,830 | 20,758,431 | 30,535,811 |
Diluted (in shares) | 20,757,400 | 30,536,830 | 20,758,431 | 30,535,811 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (143,189) | $ (117,993) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Change in fair value of life insurance policies | 3,237 | (17,455) |
Investment (income) loss | (3,863) | 15,115 |
Amortization of deferred financing and issuance costs | 12,004 | 7,855 |
Amortization and depreciation on long-lived assets | 1,228 | 492 |
Return on investments in alternative assets | 1,987 | 1,180 |
Non-cash interest income | (140) | (146) |
Non-cash interest expense | 1,068 | 1,238 |
Loss from equity method investment | 6,949 | 2,848 |
Loss on change in fair value of put options | 4,253 | 0 |
Deferred income tax | (802) | (19,356) |
Write-off of other equity investment | 2,037 | 0 |
Equity-based compensation | 9,246 | 73,060 |
Forfeiture of vested equity-based compensation | 0 | (36,267) |
Change in operating assets and liabilities | ||
Life insurance policy benefits receivable | (11,654) | 3,242 |
Other assets | (1,495) | (3,246) |
Accounts payable and other accrued expenses | (1,595) | 2,613 |
NET CASH FLOWS USED IN OPERATING ACTIVITIES | (120,729) | (86,820) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Return of investment for matured life insurance policies | 18,648 | 18,789 |
Purchases of fixed assets | (1,532) | (1,743) |
Equity method investments | (2,500) | (9,166) |
Investments in alternative assets | (4,470) | (169) |
Return of investments in alternative assets | 16,837 | 5,169 |
NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES | 26,983 | 12,880 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings on senior debt | 62,653 | 28,530 |
Repayments of senior debt | (28,604) | 0 |
Purchase of noncontrolling interest | 0 | (261) |
Proceeds from issuance of L Bonds | 155,170 | 202,572 |
Payments for redemption of L Bonds | (73,695) | (51,384) |
Issuance of common stock | 0 | 24 |
Payments for redemption of preferred stock | (35,649) | (24,489) |
Payment for equity issuance costs | (163) | 0 |
Preferred stock dividends | (5,967) | (7,666) |
Payment of employee taxes on equity based awards | (1,302) | 0 |
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 61,037 | 133,582 |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (32,709) | 59,642 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH | ||
BEGINNING OF PERIOD | 124,160 | 115,790 |
END OF PERIOD | 91,451 | 175,432 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest paid | 70,736 | 59,615 |
Premiums paid, including prepaid | 36,382 | 34,299 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
L Bonds: Conversion of accrued interest and commissions payable to principal | 436 | 940 |
Liquidity Bonds, net of financing costs (see Note 9) | 246 | 0 |
Debt due to related parties: Capitalization of deferred financing costs to principal | 1,014 | 0 |
Noncash issuance of noncontrolling interest (Note 10) | 374 | 0 |
Distribution payable to noncontrolling interest (Note 10) | 959 | 165 |
Debt Due To Related Parties | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments for deferred financing costs and issuance costs | (1,400) | 0 |
LBonds | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Payments for deferred financing costs and issuance costs | $ (10,006) | $ (13,744) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Total | Redeemable Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Treasury Stock | Total GWG Holdings Stockholders’ Equity (Deficit) | Noncontrolling Interests |
Beginning balance (in shares) at Dec. 31, 2019 | 231,800 | 30,533,793 | ||||||
Beginning balance at Dec. 31, 2019 | $ 607,194,000 | $ 201,891,000 | $ 33,000 | $ 233,106,000 | $ (97,196,000) | $ (24,550,000) | $ 313,284,000 | $ 293,910,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (112,370,000) | (63,911,000) | (63,911,000) | (48,459,000) | ||||
Issuance of common stock (in shares) | 3,688 | |||||||
Issuance of common stock | 26,000 | 26,000 | 26,000 | |||||
Redemption of redeemable preferred stock (in shares) | (24,489) | |||||||
Redemption of redeemable preferred stock | (24,489,000) | $ (24,489,000) | (24,489,000) | |||||
Preferred stock dividends | (7,666,000) | (7,666,000) | (7,666,000) | |||||
Equity-based compensation | 73,194,000 | 71,000 | 71,000 | 73,123,000 | ||||
Distributions payable to noncontrolling interest | (165,000) | (165,000) | ||||||
Forfeiture of equity-based compensation | (36,267,000) | (36,267,000) | ||||||
Purchase of noncontrolling interest | (261,000) | (261,000) | ||||||
Noncash issuance of noncontrolling interest | 0 | |||||||
Ending balance (in shares) at Jun. 30, 2020 | 207,311 | 30,537,481 | ||||||
Ending balance at Jun. 30, 2020 | 499,196,000 | $ 177,402,000 | $ 33,000 | 225,537,000 | (161,107,000) | (24,550,000) | 217,315,000 | 281,881,000 |
Beginning balance at Dec. 31, 2019 | 1,269,654,000 | |||||||
Redeemable noncontrolling interests | ||||||||
Net loss | (5,623,000) | |||||||
Ending balance at Jun. 30, 2020 | 1,264,031,000 | |||||||
Beginning balance (in shares) at Mar. 31, 2020 | 216,567 | 30,535,249 | ||||||
Beginning balance at Mar. 31, 2020 | 598,950,000 | $ 186,658,000 | $ 33,000 | 229,207,000 | (140,567,000) | (24,550,000) | 250,781,000 | 348,169,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (54,460,000) | (20,540,000) | (20,540,000) | (33,920,000) | ||||
Issuance of common stock (in shares) | 2,232 | |||||||
Issuance of common stock | 8,000 | 8,000 | 8,000 | |||||
Redemption of redeemable preferred stock (in shares) | (9,256) | |||||||
Redemption of redeemable preferred stock | (9,256,000) | $ (9,256,000) | (9,256,000) | |||||
Preferred stock dividends | (3,714,000) | (3,714,000) | (3,714,000) | |||||
Equity-based compensation | 4,225,000 | 36,000 | 36,000 | 4,189,000 | ||||
Distributions payable to noncontrolling interest | (29,000) | (29,000) | ||||||
Forfeiture of equity-based compensation | (36,267,000) | (36,267,000) | ||||||
Purchase of noncontrolling interest | (261,000) | (261,000) | ||||||
Noncash issuance of noncontrolling interest | 0 | |||||||
Ending balance (in shares) at Jun. 30, 2020 | 207,311 | 30,537,481 | ||||||
Ending balance at Jun. 30, 2020 | 499,196,000 | $ 177,402,000 | $ 33,000 | 225,537,000 | (161,107,000) | (24,550,000) | 217,315,000 | 281,881,000 |
Beginning balance at Mar. 31, 2020 | 1,241,641,000 | |||||||
Redeemable noncontrolling interests | ||||||||
Net loss | 22,390,000 | |||||||
Ending balance at Jun. 30, 2020 | 1,264,031,000 | |||||||
Beginning balance (in shares) at Dec. 31, 2020 | 186,742 | 20,757,400 | ||||||
Beginning balance at Dec. 31, 2020 | 440,814,000 | $ 156,833,000 | $ 33,000 | 274,023,000 | (251,111,000) | (67,406,000) | 112,372,000 | 328,442,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (138,695,000) | (113,336,000) | (113,336,000) | (25,359,000) | ||||
Issuance of common stock (in shares) | 2,454 | |||||||
Redemption of redeemable preferred stock (in shares) | (35,648) | |||||||
Redemption of redeemable preferred stock | (35,622,000) | $ (35,649,000) | 27,000 | (35,622,000) | ||||
Preferred stock dividends | (5,967,000) | (5,967,000) | (5,967,000) | |||||
Tax distribution to noncontrolling interest | (1,302,000) | (1,302,000) | ||||||
Equity-based compensation | 9,088,000 | 107,000 | 107,000 | 8,981,000 | ||||
Distributions payable to noncontrolling interest | (959,000) | (959,000) | ||||||
Noncash issuance of noncontrolling interest | 374,000 | 374,000 | ||||||
Ending balance (in shares) at Jun. 30, 2021 | 151,094 | 20,759,854 | ||||||
Ending balance at Jun. 30, 2021 | 267,731,000 | $ 121,184,000 | $ 33,000 | 268,190,000 | (364,447,000) | (67,406,000) | (42,446,000) | 310,177,000 |
Beginning balance at Dec. 31, 2020 | 1,233,093,000 | |||||||
Redeemable noncontrolling interests | ||||||||
Net loss | (4,494,000) | |||||||
Ending balance at Jun. 30, 2021 | 1,228,599,000 | |||||||
Beginning balance (in shares) at Mar. 31, 2021 | 171,381 | 20,757,400 | ||||||
Beginning balance at Mar. 31, 2021 | 361,402,000 | $ 141,472,000 | $ 33,000 | 270,901,000 | (302,351,000) | (67,406,000) | 42,649,000 | 318,753,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (74,027,000) | (62,096,000) | (62,096,000) | (11,931,000) | ||||
Issuance of common stock (in shares) | 2,454 | |||||||
Redemption of redeemable preferred stock (in shares) | (20,287) | |||||||
Redemption of redeemable preferred stock | (20,261,000) | $ (20,288,000) | 27,000 | (20,261,000) | ||||
Preferred stock dividends | (2,775,000) | (2,775,000) | (2,775,000) | |||||
Tax distribution to noncontrolling interest | (74,000) | (74,000) | ||||||
Equity-based compensation | 3,804,000 | 37,000 | 37,000 | 3,767,000 | ||||
Distributions payable to noncontrolling interest | (338,000) | (338,000) | ||||||
Noncash issuance of noncontrolling interest | 0 | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 151,094 | 20,759,854 | ||||||
Ending balance at Jun. 30, 2021 | 267,731,000 | $ 121,184,000 | $ 33,000 | $ 268,190,000 | $ (364,447,000) | $ (67,406,000) | $ (42,446,000) | $ 310,177,000 |
Beginning balance at Mar. 31, 2021 | 1,230,755,000 | |||||||
Redeemable noncontrolling interests | ||||||||
Net loss | (2,156,000) | |||||||
Ending balance at Jun. 30, 2021 | $ 1,228,599,000 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Organizational Structure GWG Holdings, Inc. (“GWG Holdings”) conducts its life insurance secondary market business through a wholly-owned subsidiary, GWG Life, LLC (“GWG Life”), and GWG Life’s wholly-owned subsidiaries, GWG Life Trust, GWG DLP Funding IV, LLC (“DLP IV”), GWG DLP Funding V Holdings, LLC (“DLP V Holdings”), and GWG DLP Funding Holdings VI, LLC (“DLP VI Holdings”). DLP V Holdings is the sole member of GWG DLP Funding V, LLC (“DLP V”). DLP VI Holdings is the sole member of GWG DLP Funding VI, LLC (“DLP VI”). In addition, GWG Holdings has exposure to indirect interests in loans collateralized by cash flows from alternative assets. Such loans are made and held by certain of the operating subsidiaries of The Beneficient Company Group, L.P. (“Ben LP,” including all of the subsidiaries it may have from time to time — “Beneficient”). These loans are made to certain of the ExAlt Trusts (as defined below), which are consolidated subsidiaries of Ben LP and thus, such loans are eliminated in consolidation for financial reporting purposes. The ExAlt Trusts are comprised of the Custody Trusts, Collective Trusts, LiquidTrusts and Funding Trusts (collectively, the “ExAlt Trusts”). Ben LP’s general partner is Beneficient Management, L.L.C. (“Beneficient Management”). Prior to December 31, 2019, GWG Holdings’ investment in Beneficient was accounted for as an equity method investment. On December 31, 2019, as more fully described below, Beneficient became a consolidated subsidiary of GWG Holdings. As also further described in Note 17, on August 13, 2021, GWG Holdings and Ben LP, and Beneficient Company Holdings, L.P. (“BCH”) entered into a non-binding term sheet (the “Term Sheet”) that outlines a series of transactions that, if completed, will result in, among other things, (i) GWG Holdings receiving certain proposed enhancements to its investments in Beneficient; (ii) GWG Holdings no longer having the right to appoint directors of the Board of Directors of Beneficient Management; and (iii) Beneficient no longer being a consolidated subsidiary of GWG Holdings. The Term Sheet is part of ongoing efforts by management and the Board of Directors of GWG Holdings to maximize the value of GWG Holdings’ and GWG Life’s investment in Beneficient. Ben LP is the general partner of BCH and owns 100% of the Class A Subclass A-1 and A-2 Units of BCH. BCH is the holding company that directly or indirectly receives all active and passive income of Beneficient and allocates that income among the partnership interests issued by BCH. As of June 30, 2021, BCH has issued general partnership Class A Units (Subclass A-1 and A-2), Class S Ordinary Units, Class S Preferred Units, FLP Units (Subclass 1 and Subclass 2), Preferred Series A Subclass 1 Unit Accounts, and Preferred Series C Unit Accounts. On July 15, 2020, BCH amended its limited partnership agreement by executing that certain 5th Amended and Restated Limited Partnership Agreement (“LPA”) of BCH to allow for the issuance of Preferred Series A Subclass 0 Unit Accounts (“Preferred A.0”), which are expected to be issued once certain conditions are met (as discussed in more detail below). Effective March 31, 2021, BCH amended its limited partnership agreement by executing that certain 6th Amended and Restated LPA of BCH to allow for the issuance of Preferred Series C Subclass 0 Unit Accounts (“Preferred C.0”), which are wholly owned by GWG Holdings. GWG Holdings also has a financial interest in FOXO Technologies Inc. (“FOXO”, formerly FOXO BioScience LLC), which through its wholly-owned subsidiaries FOXO Labs Inc. (“FOXO Labs”, formerly, Life Epigenetics Inc.) and FOXO Life LLC (“FOXO Life”, formerly, youSurance General Agency, LLC), seeks to commercialize epigenetic technology for the longevity industry and offer life insurance directly to customers utilizing epigenetic technology. Although we have a financial interest in FOXO, we do not have a controlling financial interest because another party is the majority shareholder of the voting class of securities. Therefore, we account for GWG Holdings’ ownership interest in FOXO as an equity method investment. All of the aforementioned entities are legally organized in the state of Delaware, other than GWG Life Trust, which was formed under the laws of the state of Utah, and certain of the ExAlt Trusts, which were formed under the laws of the state of Texas. Unless the context otherwise requires or we specifically so indicate, all references in this report to “we,” “us,” “our,” “our Company,” “GWG,” or the “Company” refer to GWG Holdings together, in each case, with its subsidiaries. Our headquarters are located at 325 N. St. Paul Street, Suite 2650, Dallas, Texas 75201. Nature of Business GWG Holdings, through its wholly-owned subsidiary GWG Life, purchased life insurance policies in the secondary market and has built a large, actuarially diverse portfolio of life insurance policies backed by highly rated life insurance companies. These policies were purchased between April 2006 and November 2019 and were funded primarily through sales of L Bonds, as discussed in Note 9. Beginning in 2018, GWG Holdings consummated a series of transactions with Beneficient as part of a strategic decision to reorient its business and increase capital allocated toward providing liquidity products to a broader range of alternative assets through investments in Beneficient. GWG Holdings completed the transactions with Beneficient to provide the Company with a significant increase in assets and common stockholders’ equity as well as the opportunity for a diversified source of future earnings from our exposure to the alternative asset industry. We believe that GWG Holdings’ and GWG Life’s investments in Beneficient and the other strategies we are pursuing, including continuing to pursue opportunities in the life insurance industry, will transform GWG Holdings from a niche provider of liquidity to owners of life insurance policies to a diversified provider of financial products and services with exposure to a broad range of alternative assets. We believe that Beneficient’s operations will generally produce higher risk adjusted returns than those we can achieve from life insurance policies acquired in the secondary market; however, returns on equity in life settlements, especially with the current availability of financings on favorable terms, appear to be an attractive option to diversify our exposure to alternative assets, and we have begun exploring the feasibility of acquiring such policies. Furthermore, although we believe that our portfolio of life insurance policies is a meaningful component of a growing diversified alternative asset portfolio, we continue to explore strategic alternatives for our life insurance portfolio aimed at maximizing its value, including a possible sale, refinancing, recapitalization, partnership, reinsurance guarantees, life insurance operations or other transactions involving our life insurance portfolio, as well as pursuing other alternatives to increase our exposure to alternative assets. These operations are in addition to allocating capital to provide liquidity to holders of a broader range of alternative assets, which we currently provide through GWG Holdings’ and GWG Life’s investments in Beneficient. Beneficient is a financial services company based in Dallas, Texas that markets an array of liquidity and trust administration products to alternative asset investors primarily comprised of mid-to-high-net-worth individuals having a net worth between $5 million and $30 million (“MHNW”) and small-to-midsize institutional investors and family offices with less than $1 billion in investable assets (“STMIs”). One of Beneficient’s founders, Brad K. Heppner (“Ben Founder”), serves as Chairman and Chief Executive Officer of Beneficient and previously served from April 26, 2019 to June 14, 2021 as Chairman of GWG Holdings. Ben LP plans to offer its products and services through its five operating subsidiaries, which include (i) Ben Liquidity, (ii) Ben Custody Admin, (iii) Ben Insurance, (iv) Ben Markets and (v) Beneficient USA (each operating subsidiary is further defined below). Ben Liquidity plans to operate a trust company that is a Kansas Technology Enabled Fiduciary Financial Institutions (“TEFFI”) authorized to serve as an alternative asset custodian, trustee and lender with statutory powers granted for each of these activities and permitting Ben Liquidity to provide fiduciary financing for certain of its customer liquidity transactions. Ben Custody Admin plans to operate a Texas trust company that is being organized to provide its customers with certain administrative, custodial and trustee products and specialized services focused on alternative asset investors. Ben Insurance has been chartered as a Bermuda based insurance company that plans to offer certain customized insurance products and services covering risks relating to owning, managing and transferring alternative assets. Ben Markets is in the regulatory process for acquiring a captive registered broker-dealer that would conduct certain of its activities attendant to offering a suite of products and services from the Beneficient family of companies. Certain of Ben LP’s operating subsidiary products and services involve or are offered to certain of the ExAlt Trusts (defined below), which are consolidated subsidiaries of Ben LP for financial reporting purposes (such trusts are and may individually be referred to as Custody Trusts, Collective Trusts, LiquidTrusts, and Funding Trusts). Beneficient USA employs a substantial majority of the executives and staff for Beneficient’s operating subsidiaries to which Beneficient USA provides administrative and technical services. Beneficient’s primary operations, which commenced on September 1, 2017, consist of offering its liquidity and trust administration services to its customers, primarily through certain of Ben LP’s operating subsidiaries, Ben Liquidity, L.L.C and its subsidiaries (collectively, “Ben Liquidity”) and Ben Custody Admin, L.L.C. and its subsidiaries (collectively, “Ben Custody Admin”) , respectively. Ben Liquidity offers simple, rapid and cost-effective liquidity products to its customers through the use of customized trust vehicles, (such trusts, the ExAlt Trusts), that facilitate the exchange of a customer’s alternative assets for consideration using a unique financing structure (such structure and process, the “ExAlt Plan TM ”). The ExAlt trademark was developed by Beneficient as a brand of liquidity and trust administration services designed for alternative asset investors, specifically MHNW and STMIs to “Ex”it “Alt”ernatives. A subsidiary of Ben Liquidity makes loans (each, an “ExAlt Loan”) to certain of the ExAlt Trusts, which employ the loan proceeds to acquire agreed upon consideration, upon which certain of the ExAlt Trusts deliver to customers in exchange for their alternative assets. Ben Liquidity generates interest and fee income earned in connection with the ExAlt Loans, which are collateralized by a portion of the cash flows from the exchanged alternative assets (the “Collateral”). Ben Custody Admin currently provides trust administration services to the trustees of certain of the ExAlt Trusts that own the exchanged alternative asset following liquidity transactions for fees payable quarterly. The Collateral supports the repayment of the ExAlt Loans plus any related interest and fees and trust administration service fees. Under the applicable trust and other agreements, certain charities are the ultimate beneficiaries of the ExAlt Trusts (the “Non-Controlling Interest Holders”). As ultimate beneficiaries of prior transactions, for every $0.95 paid to the lender (e.g., subsidiaries of Ben LP) on the ExAlt Loans, $0.05 is also paid to certain of the Non-Controlling Interest Holders. For periods following 2020, future Non-Controlling Interest Holders are structured to be paid $0.025 for every $0.975 paid to the fiduciary financial lender (e.g., subsidiaries of Ben LP) of the ExAlt Loans. Since Ben LP consolidates the ExAlt Trusts, Ben LP’s operating subsidiary’s ExAlt Loans and related interest and fee income are eliminated in the presentation of our condensed consolidated financial statements but are recognized for purposes of the allocation of income (loss) to Beneficient’s equity holders . Prior to January 1, 2021, Ben LP operated primarily through certain of its subsidiaries, that included (i) Beneficient Capital Company, L.L.C. (“BCC”), which offered liquidity products; (ii) Beneficient Administration and Clearing Company, L.L.C. (“BACC”), which provided services for private fund and trust administration; and (iii) other entities, including the ExAlt Trusts. On December 31, 2020, a series of restructuring transactions occurred to better position certain of Ben LP’s subsidiaries for ongoing operations and future products and services, to capitalize PEN Indemnity Insurance Company, Ltd. (“Pen”) and to meet certain requirements of the Texas Department of Banking. These transactions had no impact on the consolidated financial statements. In connection with these transactions, BCC transferred all of its assets, which included, among other assets, its ExAlt Loans receivable, and liabilities, which included, among other liabilities, loans payable with respect to secured loans with HCLP Nominees, L.L.C., held as of December 31, 2020, to BCH. In order to capitalize Pen and enable it to offer insurance products and services to cover risks attendant to owning and managing alternative assets following approval from the Bermuda Monetary Authority (the “BMA”), BCH contributed to Pen certain of such ExAlt Loans receivable with an aggregate carrying value equal to $129.2 million. Likewise, BACC transferred all of its assets, which included its rights to perform fund trust administration services under certain trust and other agreements, and liabilities to BCH, which will perform such services until a Texas trust company charter is issued or the Kansas TEFFI trust company becomes operational. Subsequent to December 31, 2020, Ben LP operates primarily through its business line operating subsidiaries, which provide, or will provide, Beneficient’s existing and planned products and services. These subsidiaries include (i) Ben Liquidity, which offers liquidity products; (ii) Ben Custody Admin, which provides services for fund and trust administration; (iii) Ben Insurance, L.L.C., including its subsidiaries (collectively, “Ben Insurance”), which intends to offer insurance products and services covering risks attendant to owning, managing, and transferring alternative assets; (iv) Ben Markets, L.L.C., including its subsidiaries (collectively, “Ben Markets”), which intends to provide broker-dealer services in connection with offering Beneficient’s liquidity products and services; and (vi) other entities, including the ExAlt Trusts, which operate for the benefit of the Non-Controlling Interest Holders. Beneficient’s financial products and services are presently offered through Ben Liquidity and Ben Custody Admin, and Beneficient plans to expand its capabilities under Ben Custody Admin and provide products and services through Ben Insurance and Ben Markets in the future. Beneficient’s existing and planned products and services are designed to provide liquidity and trust solutions, support the tax and estate planning objectives of its MHNW customers, facilitate asset diversification or provide administrative management and reporting solutions tailored to the goals of investors of alternative investments. Beneficient’s Regulatory Developments In April 2021, the Kansas Legislature adopted, and the governor of Kansas signed into law, a bill that would allow for the chartering and creation of Kansas trust companies, known as TEFFIs, that provide fiduciary financing (e.g., lending to ExAlt Trusts), custodian and trustee services in all capacities pursuant to statutory fiduciary powers, to investors and other participants in the alternative assets market, as well as the establishment of alternative asset trusts. The legislation became effective on July 1, 2021, and designates an operating subsidiary of Ben LP, Beneficient Fiduciary Financial (“BFF”), as the pilot trust company under the TEFFI legislation. A conditional trust charter was issued by the Kansas Bank Commissioner to Beneficient on July 1, 2021 as discussed further in Note 17. Under the pilot program, Beneficient will not be authorized to exercise its fiduciary powers as a TEFFI until the earlier of the date the Kansas Bank Commissioner promulgates applicable rules and regulations or December 31, 2021. The bill also permits the Kansas Bank Commissioner to request a six-month extension of the pilot program period, which could delay Beneficient’s permission to exercise its fiduciary powers under the charter until July 1, 2022. In order to devote their time to serving as directors of the Beneficient TEFFI trust company, the directors of GWG Holdings who serve on the new TEFFI trust company Board of Directors resigned their membership, effective June 14, 2021, on GWG Holdings’ Board of Directors, which the Company believes is the highest and best use of their available time and skills and will support the development of the Beneficient TEFFI trust company and the successful execution of Beneficient’s business plan. Additionally, Beneficient’s charter application for custodian and trustee services remains in process at the Texas Department of Banking. If the charter is issued, the trust company would serve as custodian and trustee to one or more ExAlt Trusts. Similar or the same services may also be provided by Beneficient’s Kansas trust company TEFFI. Also, a subsidiary of Ben Insurance, Pen has applied for regulatory approval from the BMA to write fiduciary liability policies for managers and investors in alternative asset funds to cover losses from contractual indemnification and exculpation provisions arising under the governing documents of such funds. Further, on March 26, 2021, a Ben LP subsidiary, Beneficient Capital Markets, L.L.C (“Beneficient Capital Markets”) filed a Form BD with the Securities and Exchange Commission (“SEC”) to commence its application for broker-dealer registration. Upon registration and admittance as a Financial Industry Regulatory Authority (“FINRA”) member, Beneficient Capital Markets will conduct activities attendant to offering Beneficient’s products and services. When the Kansas TEFFI trust company is authorized to exercise its fiduciary powers, Beneficient expects to be able to expand its operations and close an increased number of liquidity transactions. Additionally, once BMA regulatory approval is obtained and Beneficient Capital Markets is admitted as a FINRA member, Beneficient anticipates being able to offer its full suite of products and services. The Exchange Transaction On December 28, 2018 (the “Final Closing Date”), we completed a series of strategic exchanges of assets among GWG Holdings, GWG Life, Ben LP and certain trusts, each identified as an Exchange Trust formed during 2017 and 2018 (such trusts collectively, the “Seller Trusts”, which are a related party but are not among Ben LP’s consolidated trusts), pursuant to a Master Exchange Agreement among the parties (the “Exchange Transaction”). As a result of the Exchange Transaction, a number of securities were exchanged between the parties, including the following securities as of the Final Closing Date: the Seller Trusts acquired GWG Holdings’ L Bonds due 2023 (the “Seller Trust L Bonds”) in the aggregate principal amount of $366.9 million; the Seller Trusts acquired 27,013,516 shares of GWG Holdings’ common stock; GWG Holdings acquired 40,505,279 common units of Ben LP (the “Common Units”); and GWG Holdings acquired the right to obtain additional Common Units or other property that would be received by a holder of Preferred Series A Subclass 1 Unit Accounts of BCH pursuant to an option issued by Ben LP (the “Option Agreement”). In addition, in connection with the Exchange Transaction, Ben LP, as borrower, entered into a commercial loan agreement (the “Commercial Loan Agreement”) with GWG Life, as lender, providing for a loan in a principal amount of $192.5 million as of the Final Closing Date (the “Commercial Loan”). Description of the Assets Exchanged Seller Trust L Bonds On August 10, 2018, in connection with the initial transfer of the Exchange Transaction, GWG Holdings, GWG Life and Bank of Utah, as trustee, entered into a Supplemental Indenture (the “L Bond Supplemental Indenture”) to the Amended and Restated Indenture dated as of October 23, 2017 (the “Amended and Restated Indenture”). GWG Holdings entered into the L Bond Supplemental Indenture to add and modify certain provisions of the Amended and Restated Indenture necessary to provide for the issuance of the Seller Trust L Bonds. The maturity date of the Seller Trust L Bonds is August 9, 2023. The Seller Trust L Bonds bear interest at 7.5% per year. Interest is payable monthly in cash. As the second anniversary of the Final Closing Date has passed, the holders of the Seller Trust L Bonds now have the right to cause GWG Holdings to repurchase, in whole but not in part, the Seller Trust L Bonds held by such holder. The repurchase may be paid, at GWG Holdings’ option, in the form of cash, a pro rata portion of (i) the outstanding principal amount and accrued and unpaid interest under the Commercial Loan, and (ii) Common Units, or a combination of cash and such property. The Seller Trust L Bonds are senior secured obligations of GWG Holdings, ranking junior only to all senior debt of GWG Holdings, pari passu in right of payment and in respect of collateral with all “L Bonds” of GWG Holdings, and senior in right of payment to all subordinated indebtedness of GWG Holdings. See Note 9 for additional discussion of the outstanding debt of GWG Holdings. Payments under the Seller Trust L Bonds are guaranteed by GWG Life (see Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ). As result of the Collateral Swap (discussed and defined below) on September 30, 2020, $94.8 million of Seller Trusts L Bonds are eliminated upon consolidation. Commercial Loan The $192.5 million principal amount under the Commercial Loan is due on August 9, 2023; however, it is extendable for two five-year terms. Ben LP’s obligations under the Commercial Loan are unsecured. The principal amount of the Commercial Loan bears interest at 5.0% per year. From and after the Final Closing Date, one-half of the interest, or 2.5% per year, is due and payable monthly in cash, and one-half of the interest, or 2.5% per year, accrues and compounds annually on each anniversary date of the Final Closing Date and becomes due and payable in full in cash on the maturity date. In accordance with the L Bond Supplemental Indenture governing the issuance of the Seller Trust L Bonds, upon a redemption event or at the maturity date of the Seller Trust L Bonds, GWG Holdings, at its option, may use the outstanding principal amount of the Commercial Loan, and accrued and unpaid interest thereon, as repayment consideration of the Seller Trust L Bonds. The Commercial Loan and its related interest are eliminated upon consolidation. Option Agreement In connection with the Exchange Transaction, GWG Holdings entered into the Option Agreement with Ben LP. The Option Agreement gave GWG Holdings the option to acquire the number of Common Units or other property that would be received by the holder of Preferred Series A Subclass 1 Unit Accounts of BCH pursuant to an option issued by Ben LP, if such holder were converting on that date. There was no exercise price and GWG Holdings could exercise the option at any time until December 27, 2028, at which time the option automatically settled. Effective August 11, 2020, as a result of the Exchange Agreement entered into by the parties on December 31, 2019 (discussed below), and the mutual agreement of the parties, the Option Agreement was exercised under the provisions of the Option Agreement. As such, GWG Holdings received $57.5 million of Common Units at a price per unit equal to $12.50 per unit. The exercise of the Option Agreement had no impact on the Company’s condensed consolidated financial statements as it is eliminated in consolidation. Common Units of Ben LP In connection with the Exchange Transaction, the Seller Trusts and Beneficient delivered to GWG Holdings 40,505,279 Common Units. These units represented an approximate 89.9% interest in the Common Units as of the Final Closing Date (although, on a fully diluted basis, GWG Holdings’ ownership interest in Common Units would be reduced significantly below a majority of those issued and outstanding). These amounts eliminate upon consolidation. Purchase and Contribution Agreement On April 15, 2019, Jon R. Sabes, the former Chief Executive Officer and a former director of GWG Holdings, and Steven F. Sabes, the former Executive Vice President and a former director of GWG Holdings, entered into a Purchase and Contribution Agreement (the “Purchase and Contribution Agreement”) with, among others, Ben LP. Under the Purchase and Contribution Agreement, Jon and Steven Sabes agreed to transfer all 3,952,155 of the shares of GWG Holdings’ outstanding common stock held directly or indirectly by them to BCC (a subsidiary of Ben LP) and AltiVerse Capital Markets, L.L.C. (“AltiVerse”). AltiVerse is a limited liability company owned by an entity related to Beneficient’s initial investors (the “Ben Initial Investors”), including Brad K. Heppner (GWG Holdings’ former Chairman, who served in such capacity from April 26, 2019 to June 14, 2021, and Beneficient’s current Chief Executive Officer and Chairman), and an entity related to Thomas O. Hicks (one of Beneficient’s current directors and a former director of GWG Holdings). GWG Holdings was not a party to the Purchase Agreement; however, the closing of the transactions contemplated by the Purchase and Contribution Agreement (the “Purchase and Contribution Transaction”) were subject to certain conditions that were dependent upon GWG Holdings taking, or refraining from taking, certain actions. The closing of the Purchase and Contribution Transaction occurred on April 26, 2019. In connection with such closing, BCC and AltiVerse executed and delivered a Consent and Joinder to the Amended and Restated Pledge and Security Agreement dated October 23, 2017 by and among GWG Holdings, GWG Life, Messrs. Jon and Steven Sabes and the Bank of Utah, which provides that the shares of GWG Holdings’ common stock acquired by BCC and AltiVerse pursuant to the Purchase and Contribution Agreement will continue to be pledged as collateral security for GWG Holdings’ obligations owing in respect of the L Bonds and Seller Trust L Bonds. Promissory Note - ExAlt Trusts On May 31, 2019, GWG Life entered into a Promissory Note (the “Promissory Note”), made by Jeffrey S. Hinkle and Dr. John A. Stahl, not in their individual capacity but solely as trustees of certain of The LT-1 LiquidTrust, The LT-2 LiquidTrust, The LT-5 LiquidTrust, The LT-7 LiquidTrust, The LT-8 LiquidTrust, and The LT-9 LiquidTrust, (collectively, the “Borrowers”). Pursuant to the terms of the Promissory Note, GWG Life funded a term loan to the Borrowers in an aggregate principal amount of $65.0 million (the “Loan”). The Loan was made pursuant to GWG’s strategy to further diversify into alternative assets (beyond life insurance) and ancillary businesses and was intended to better position Beneficient’s balance sheet, working capital and liquidity profile to satisfy anticipated Texas Department of Banking regulatory requirements. The Loan bears interest at 7.0% per annum, with interest payable at maturity, and matures on June 30, 2023. As of December 31, 2019, the Borrowers became consolidated subsidiaries of GWG Holdings as a result of the Investment Agreement (described below). Accordingly, the Promissory Note and related accrued interest, are eliminated upon consolidation as of that date. On September 30, 2020, GWG Holdings, GWG Life, BCH, Ben LP, BCC, and the Borrowers entered into an agreement (the “Promissory Note Repayment”) by which the parties agreed to repay the Promissory Note and any related accrued interest for a $75.0 million Preferred Series C Unit Account (the “Preferred C”) of BCH that Ben LP issued to the Borrowers. The $75.0 million of Preferred C received by GWG Life was transferred to GWG Holdings upon execution of the Promissory Note conversion, which increased GWG Holdings’ ownership percentage in Ben LP. As part of the agreement, if Beneficient has not received a trust company charter as of the one-year anniversary of the Promissory Note conversion, or if no trust company charter filing is still pending or in the process of being refiled, GWG Holdings would receive an additional $5.0 million of Preferred C. The carrying value of the Promissory Note on September 30, 2020, immediately prior to the transaction, net of a fair value adjustment and with accrued and unpaid interest thereon, was $65.1 million. Other than the required rebalancing of equity driven from the change in GWG Holding’s ownership percentage, any impacts of the Promissory Note conversion are eliminated upon consolidation. The Investment and Exchange Agreements On December 31, 2019, GWG Holdings obtained control over Ben LP pursuant to a Preferred Series A Unit Account and Common Unit Investment Agreement, by and among GWG Holdings, Ben LP, BCH, and Beneficient Management (the “Investment Agreement”), which resulted in the consolidation of GWG Holdings and Ben LP for accounting and financial reporting purposes. Pursuant to the Investment Agreement, GWG Holdings transferred $79.0 million to Ben LP in return for 666,667 Common Units and a Preferred Series A Subclass 1 Unit Account of BCH. In connection with the Investment Agreement, GWG Holdings obtained the right to appoint a majority of the board of directors of Beneficient Management, the general partner of Ben LP. As a result, GWG Holdings obtained control of Ben LP and began reporting the results of Ben LP and its subsidiaries on a consolidated basis beginning on the transaction date of December 31, 2019. For more details on the accounting for the consolidation, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on November 5, 2021 (“2020 Form 10-K”). GWG Holdings’ right to appoint a majority of the board of directors of Beneficient Management will terminate in the event (i) GWG Holdings’ ownership of the fully diluted equity of Ben LP (excluding equity issued upon the conversion or exchange of Preferred Series A Unit Accounts of BCH held as of December 31, 2019 by parties other than GWG Holdings) is less than 25%, (ii) the Continuing Directors of GWG Holdings cease to constitute a majority of the board of directors of GWG Holdings, or (iii) certain bankruptcy events occur with respect to GWG Holdings. The term “Continuing Directors” means, as of any date of determination, any member of the board of directors of GWG Holdings who: (1) was a member of the board of directors of GWG Holdings on December 31, 2019; or (2) was nominated for election or elected to the board of directors of GWG Holdings with the approval of a majority of the Continuing Directors who were members of the board of directors of GWG Holdings at the time of such nomination or election. Following the transaction, and as agreed upon in the Investment Agreement, GWG Holdings was issued an initial capital account balance for the Preferred Series A Subclass 1 Unit Account of $319.0 million. The other holders of the Preferred Series A Subclass 1 Unit Accounts are an entity related to the Ben Initial Investors and an entity related to one of Beneficient’s directors who is also a former director of GWG Holdings (the “Related Account Holders”). The parties to the Investment Agreement agreed that the aggregate capital accounts of all holders of the Preferred Series A Subclass 1 Unit Accounts after giving effect to the investment by GWG Holdings was $1.6 billion. GWG Holdings’ Preferred Series A Subclass 1 Unit Account is the same class of preferred security as held by the Related Account Holders. If the Related Account Holders exchange their Preferred Series A Subclass 1 Unit Accounts for securities of GWG Holdings, the Preferred Series A Subclass 1 Unit Account of GWG Holdings would be converted into Common Un |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Restatement — The Company restated its previously issued (i) consolidated balance sheet as of December 31, 2019, included in its Annual Report on Form 10-K for the year ended December 31, 2019 and (ii) the consolidated statement of operations, (iii) the consolidated statement of changes in stockholders’ equity, and (iv) the consolidated statement of cash flows for the year ended December 31, 2019, included in its Annual Report on Form 10-K for the year ended December 31, 2019, (the “Restatement”) as part of its 2020 Form 10-K. The Restatement also impacted each of the quarters for the periods beginning with GWG Holdings, Inc.’s consolidation with The Beneficient Company Group, L.P. (“Ben LP,” including all of the subsidiaries it may have from time to time — “Beneficient”) as of December 31, 2019 through the quarter ended September 30, 2020. The historical interim periods included in this Form 10-Q have been restated to reflect the Restatement. Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) requirements for interim reporting, which allows certain footnotes and other financial information normally required by Generally Accepted Accounting Principles in the United States of America (“GAAP”) to be condensed or omitted. In our opinion, the condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary for the fair presentation of the Company’s financial position and results of operations. These statements should be read in conjunction with the consolidated financial statements and notes included in our 2020 Form 10-K. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Significant accounting policies are detailed in Note 2 to the consolidated financial statements included in the Company’s 2020 Form 10-K. There are no new or revised significant accounting policies as of June 30, 2021. Use of Estimates — The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make significant estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenue during the reporting period. Management regularly evaluates estimates and assumptions, which are based on current facts, historical experience, management’s judgment, and various other factors that we believe to be reasonable under the circumstances. Our actual results may differ materially and adversely from our estimates. Material estimates that are particularly susceptible to change, in the near term, relate to: (1) determining the assumptions used in estimating the fair value of our investments in life insurance policies, (2) determining the grant date fair value for equity-based compensation awards, (3) determining the allocation of income (loss) to Beneficient’s equity holders, and (4) evaluation of potential impairment of goodwill and other intangibles. As it relates to the goodwill intangible asset, in light of Beneficient’s significant recurring losses from operations, negative cash flows from operations, and delays in executing its business plans, management plans to engage a third-party valuation firm to assist in performing a quantitative goodwill impairment test in the fourth quarter of 2021. The valuation work related to the goodwill intangible is not complete, and we expect the work to be completed before the filing of our 2021 annual financial statements. While management has implemented strategies to execute its business plans, a failure to execute our business plans or adverse market changes in the future could result in changes in management’s forecasts, which could result in a decline in estimated fair value of the Beneficient reporting unit and would result in an impairment of our goodwill intangible. Key assumptions in our quantitative goodwill impairment test include assumptions regarding Ben LP’s ability to raise substantial amounts of capital as disclosed in the 2020 Form 10-K. Beneficient is actively engaged in capital raising efforts that may include the issuance of equity or debt of Ben LP or one of its subsidiaries and has received non-binding indications of interest from potential investors. The outcome of Ben LP’s capital raising efforts will have a direct impact on management’s forecasts and consequently, have a direct impact on the magnitude of future goodwill intangible impairment losses, if any. The outcome of Ben LP’s capital raising efforts is uncertain, and it is not certain that the potential investors that have submitted non-binding indications of interest ultimately will invest in Ben LP, or the amount of any such investments. As a result, our quantitative goodwill intangible impairment analysis, once complete, could result in material goodwill intangible impairment in the near future. Reclassification — Certain prior year amounts have been reclassified for consistency with the current year presentation. Specifically, payments for issuances of L Bonds were previously combined with payments for redemptions of L Bonds in the condensed consolidated statements of cash flows. These payments are now presented separately within the cash flows from financing activities section. This change had no effect on the reported net cash flows provided by financing activities. Additionally, amortization of debt premiums were previously presented separately. This is now combined with amortization of deferred financing and issuance costs. This change had no effect on the reported net cash flows used by operating activities. Newly Adopted Accounting Pronouncements — On January 1, 2021, we adopted Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes (Topic 740) . The amendments in ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The adoption of this standard did not have a material impact on the consolidated financial statements and disclosures. Accounting Pronouncements Issued But Not Yet Adopted — In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans. There have been numerous codification improvements and technical corrections issued through subsequent ASUs since the issuance of ASU No. 2016-13. The standard requires entities to use a new, forward-looking “expected loss” model that is expected to generally result in the earlier recognition of allowances for losses. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those years, for smaller reporting companies, as defined by the SEC, but early adoption is permitted. The Company is evaluating the potential impact of this guidance on our consolidated financial statements. ASU 2020-04, Reference Rate Reform (Topic 848) was issued in March 2020. The amendments in Topic 848 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Topic 848 can be applied by all entities as of the beginning of the interim period that includes March 12, 2020, or any date thereafter, and entities may elect to apply the amendments prospectively through December 31, 2022. The Company did not utilize the optional expedients and exceptions provided by this standard during the six months ended June 30, 2021. The Company is evaluating the impact of this standard on its consolidated financial statements and disclosures. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06) was issued in August 2020. The amendments in ASU 2020-06 simplify the accounting for convertible instruments by removing major separation models and removing certain settlement condition qualifiers for the derivatives scope exception for contracts in an entity’s own equity, and simplify the related diluted net income per share calculation for both Subtopics. ASU 2020-06 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, for smaller reporting companies, as defined by the SEC. The Company is evaluating the impact of this ASU on its consolidated financial statements and disclosures. |
Restrictions on Cash
Restrictions on Cash | 6 Months Ended |
Jun. 30, 2021 | |
Cash and Cash Equivalents [Abstract] | |
Restrictions on Cash | Restrictions on Cash Under the terms of the second amended and restated senior credit facility with LNV Corporation (as amended from time to time, “LNV Credit Facility”, discussed further in Note 9), we are required to maintain collection and payment accounts that are used to collect policy benefits from pledged policies, pay annual policy premiums, interest and other charges under the facility, distribute funds to pay down the facility, and distribute excess funds to the borrower (GWG DLP Funding IV, LLC). The agents for the lender authorize the disbursements from these accounts. At June 30, 2021 and December 31, 2020, there was a balance of $17.0 million and $33.5 million, respectively, in these collection and payment accounts. Under the terms of the ExAlt Plan TM trust agreements, the trusts are required to maintain capital call reserves and administration reserves. These reserves are used to satisfy capital call obligations and pay fees and expenses for the trusts as required. The fees and expenses are primarily paid to Ben Custody Admin for serving as the administrative agent to the current trustees of the ExAlt Trusts. These reserves represent cash held in banks. At June 30, 2021 and December 31, 2020, there was a combined balance of $5.1 million and $5.4 million, respectively, in these reserves. |
Investment in Life Insurance Po
Investment in Life Insurance Policies | 6 Months Ended |
Jun. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Investment in Life Insurance Policies | Investment in Life Insurance Policies The Company’s investments in 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, net of premiums paid, are recorded in gain (loss) on life insurance policies, net in our condensed consolidated statements of operations. 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 life expectancy estimates obtained when the policy was purchased and current discount rate assumptions. We refer to our valuation methodology as the Longest Life Expectancy methodology. This methodology utilizes a portfolio mortality multiplier (“PMM”) that allows us to “fit” projections to actual results, which provides a basis to forecast future performance more accurately. During the second quarter of 2021, we recalculated the PMM in accordance with our valuation methodology, which requires an analysis any time (1) the six-month moving average of the difference between the actual portfolio performance and projected performance deviates by more than one standard deviation from the mean, and (2) such deviation continues as of the end of any calendar quarter after persisting for three consecutive months. The PMM recalculation resulted in a $16.4 million downward adjustment to the value of the life insurance portfolio as of June 30, 2021, as reflected in the year-to-date reconciliation of gain (loss) on life insurance policies table below. The life expectancies used in our valuation were obtained at the time of policy purchase and are generally derived from reports obtained from widely accepted life expectancy providers (other than insured lives covered under small face amount policies — those with $1.0 million in face value benefits or less — which utilize either a single fully underwritten, or simplified report based on self-reported medical interview). Our valuation methodology also incorporates assumptions relating to cost-of-insurance (premium) rates and other assumptions, including a discount rate. The discount rate we apply is primarily based on information about the discount rates observed in recent portfolio purchase transactions in the life insurance tertiary market. The discount rate also incorporates fixed income market interest rates, the estimated credit exposure to the insurance companies that issued the life insurance policies and management’s estimate of the operational risk yield premium a purchaser would require to receive the future cash flows derived from our portfolio as a whole. In prior periods, the discount rate also incorporated information about the discount rates observed in the life insurance secondary market through the Company’s internal competitive bidding to purchase policies. However, the Company discontinued the use of this input as of December 31, 2020, as it is no longer actively purchasing policies in the life insurance secondary market. The determination of the discount rate used in the valuation of the Company’s life insurance policies requires management judgment and incorporates information that is reasonably available to management as of the date of the valuation. As a result of management’s analysis, a discount rate of 8.25% was applied to our portfolio as of both June 30, 2021 and December 31, 2020. Portfolio Information Our portfolio of life insurance policies, owned by GWG Holdings’ subsidiaries as of June 30, 2021, is summarized below: Life Insurance Portfolio Summary Total life insurance portfolio face value of policy benefits (in thousands) $ 1,844,466 Average face value per insured life (in thousands) $ 1,975 Average life expectancy estimate (years)* 7.0 Total number of policies 1,010 Number of unique lives 934 Demographics 74% Male; 26% Female Number of smokers 39 Largest policy as % of total portfolio face value 0.7 % Average policy as % of total portfolio face value 0.1 % Average annual premium as % of face value 4.0 % __________________________________ (*) Averages presented in the table are weighted averages by face amount of policy benefits. A summary of our policies organized according to their estimated life expectancy dates, grouped by year, as of the reporting date, is as follows (dollars in thousands): As of June 30, 2021 As of December 31, 2020 Years Ending December 31, Number of Policies Estimated Fair Value Face Value Number of Policies Estimated Fair Value Face Value Six months ending December 31, 2021 2 $ 3,227 $ 3,250 15 $ 19,429 $ 22,298 2022 35 45,020 55,805 62 66,657 88,698 2023 85 97,440 140,913 106 113,926 178,983 2024 119 128,208 216,264 119 130,280 229,815 2025 109 105,489 215,424 111 85,842 187,042 2026 118 90,821 205,976 115 100,280 237,632 Thereafter 542 299,821 1,006,834 530 275,497 956,247 Totals 1,010 $ 770,026 $ 1,844,466 1,058 $ 791,911 $ 1,900,715 We recognized life insurance benefits of $35.5 million and $39.9 million during the three months ended June 30, 2021 and 2020, respectively, related to policies with a carrying value of $10.1 million and $12.8 million, respectively, and as a result recorded realized gains of $25.4 million and $27.1 million, respectively. We recognized life insurance benefits of $61.4 million and $65.4 million during the six months ended June 30, 2021 and 2020, respectively, related to policies with a carrying value of $18.6 million and $18.8 million, respectively, and as a result recorded realized gains of $42.8 million and $46.6 million, respectively. The aforementioned carrying value, which represents the aggregate cost basis in the policies that matured during the period, is considered a return of investment within the investing section of the condensed consolidated statements of cash flows. Changes in fair value of policies and the other components of the net gain on life insurance policies, as detailed below, are included in the operating section of the condensed consolidated statements of cash flows. A reconciliation of gain (loss) on life insurance policies is as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Change in estimated probabilistic cash flows (1) $ 13,863 $ 15,349 $ 27,110 $ 33,200 Premiums and other annual fees (18,486) (17,626) (37,121) (34,825) Change in life expectancy evaluation 2,337 — 2,337 — Change in PMM (16,386) — (16,386) — Face value of matured policies 35,485 39,889 61,445 65,391 Fair value of matured policies (21,286) (22,824) (34,946) (34,533) Gain (loss) on life insurance policies, net $ (4,473) $ 14,788 $ 2,439 $ 29,233 ___________________________________________ (1) Change in fair value of expected future cash flows relating to our investment in life insurance policies that are not specifically attributable to changes in life expectancy, discount rate changes or policy maturity events. Estimated 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 (in thousands): Years Ending December 31, Premiums Servicing Total Six months ending December 31, 2021 $ 33,160 $ 697 $ 33,857 2022 85,141 1,394 86,535 2023 96,780 1,394 98,174 2024 106,033 1,394 107,427 2025 117,865 1,394 119,259 2026 130,158 1,394 131,552 $ 569,137 $ 7,667 $ 576,804 Management anticipates funding the majority of the premium payments and servicing fees estimated above from cash flows realized from life insurance policy benefits, and to the extent necessary, with additional borrowing capacity created as the premiums and servicing costs of pledged life insurance policies become due, under the LNV Credit Facility and the net proceeds from our offering of L Bonds as described in Note 9. Management anticipates funding premiums and servicing costs of non-pledged life insurance policies with cash flows realized from life insurance policy benefits from our portfolio of life insurance policies and net proceeds from GWG Holdings’ offering of L Bonds. The proceeds of these capital sources may also be used for: the purchase, policy premiums and servicing costs of additional life insurance policies; working capital; and financing expenditures including paying principal, interest and dividends. |
Investments in Alternative Asse
Investments in Alternative Assets | 6 Months Ended |
Jun. 30, 2021 | |
Investments [Abstract] | |
Investments in Alternative Assets | Investments in Alternative Assets The investments held, either through direct ownership or through a beneficial interest, by certain of the ExAlt Trusts consist primarily of limited partnership interests in various alternative assets, including private equity funds. These alternative investments are valued using NAV as a practical expedient. Changes in the NAV of these investments are recorded in investment income, net in our consolidated statements of operations. The investments in alternative assets provide the economic value that ultimately collateralizes the loan that Beneficient originates with the ExAlt Trusts in a liquidity transaction. The NAV calculation reflects the most current report of NAV and other data received from firm/fund sponsors. If no such report has been received, Beneficient estimates NAV based upon the last NAV calculation reported by the investment manager and adjusts it for capital calls and distributions made in the intervening time frame. In some instances, current available valuation information may indicate that the valuations that are available from third-party sources are not reliable. In these instances, Beneficient may perform model-based analytical valuations that could be used as an input to value these investments. Public equity securities known to be owned within an alternative investment fund, based on the most recent information reported by the general partners, are marked to market using quoted market prices on the reporting date. The underlying interests in alternative assets are primarily limited partnership interests, and the limited partnership agreements governing those interests generally include restrictions on disclosure of fund-level information, including fund names and company names in the funds. The transfer of the investments in private equity funds generally requires the consent of the corresponding private equity fund manager, and the transfer of certain fund investments is subject to rights of first refusal or other preemptive rights, potentially further limiting the ExAlt Plan TM from transferring an investment in a private equity fund. These investments can never be redeemed with the funds. Distributions from each fund will be received as the underlying investments are liquidated. Timing of liquidation is currently unknown. Portfolio Information Our portfolio of alternative investments, held by certain of the ExAlt Trust subsidiaries by asset class of each fund as of June 30, 2021 and December 31, 2020, is summarized below: Alternative Investments Portfolio Summary (1) June 30, 2021 December 31, 2020 Asset Class Value Unfunded Commitments Value Unfunded Commitments Venture Capital $ 111,317 $ 1,529 $ 123,021 $ 1,659 Private Equity 95,633 33,485 92,316 33,387 Private Real Estate 1,956 270 2,118 269 Other (2) 3,588 295 4,439 294 Total $ 212,494 $ 35,579 $ 221,894 $ 35,609 (1) Amounts presented in the table exclude the collateral resulting from the Collateral Swap, including GWG Holdings’ common stock valued at $84.6 million, 543,874 shares of Ben Common Units valued at $6.8 million, and GWG L Bonds due 2023 in the aggregate principal amount of $94.8 million, all of which are eliminated in consolidation. (2) “Other” includes private debt strategies, natural resources strategies, and hedge funds. As of June 30, 2021 , ExAlt Trusts |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures (“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 third-party sources. Unobservable inputs are inputs that reflect assumptions about how market participants price an asset or liability 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 (a non-distressed transaction in which neither seller nor buyer is compelled to engage in the transaction). The fair value 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 the Company has the ability to access as of the measurement date. Valuations are based on quoted prices that are readily and regularly available in an active market. Level 2 — Valuations based quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable market data. Level 3 — Valuations based on inputs that are unobservable, are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and are not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such instruments. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Investments valued using NAV as a practical expedient are excluded from this hierarchy. At June 30, 2021 and December 31, 2020, the fair value of these investments using the NAV per share practical expedient was $212.5 million and $221.9 million, respectively. During the three and six months ended June 30, 2021, $1.8 million and $3.9 million of gain, respectively, was recognized from changes in NAV, compared to $18.0 million and $20.1 million of loss for the three and six months ended June 30, 2020, respectively. These changes in NAV are recorded within the investment income (loss) on our condensed consolidated statements of operations. 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. Financial instruments measured at fair value on a recurring basis The Company’s financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, on June 30, 2021 and December 31, 2020 are presented below (in thousands). As of June 30, 2021 Level 1 Level 2 Level 3 Total Assets: Investments in put options $ 2,764 $ — $ — $ 2,764 Investments in life insurance policies — — 770,026 770,026 As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments in put options $ 7,017 $ — $ — $ 7,017 Investments in life insurance policies — — 791,911 791,911 The following is a description of the valuation methodologies used for financial instruments measured at fair value on a recurring basis: Investments in put options On July 17, 2020, Ben LP, through its subsidiary CT Risk Management, L.L.C., made aggregate payments of $14.8 million to purchase put options against a decrease in the S&P 500 Index. The options have an aggregate notional amount of $300.0 million and are designed to protect the net asset value of the interests in alternative assets that support the Collateral to Beneficient’s loan portfolio against market risk. One-half of the put options expire in July 2022 with the remaining put options expiring in July 2023. Changes in the fair value of the options are recognized directly in earnings. The fair value of the options is recorded in the other assets line item of the condensed consolidated balance sheets, and changes in the fair value of the options are recognized directly in earnings in the other income (loss) line item of the condensed consolidated statements of operations. Repurchase options Repurchase options were fair valued using a Black-Scholes option pricing model with a time-dependent strike price for the repurchase price. The option pricing model has assumptions related to a period of restricted exercise price, dividend yield, underlying NAVs, alternative asset growth rates, volatilities, and market discount rate. The Company uses Level 3 inputs for its fair value estimates. The unrealized impact of this Level 3 measurement on earnings is reflected in investment income (loss). The following table reconciles the beginning and ending fair value of our Level 3 repurchase options (in thousands). The three months ended June 30, 2021, is not presented as the repurchase options, all of which were unexercised, expired during the third and fourth quarters of 2020, which is recognized in the investment income (loss) line item of the condensed consolidated statement of operations. Additionally, during the three and six months ended June 30, 2020, $18.0 million and $20.1 million of loss, respectively. was recognized from changes in NAV, which is recorded within investment income (loss) on our consolidated statements of operations. Three Months Ended Six Months Ended Beginning balance $ 52,052 $ 61,664 Total (gain) loss in earnings (1) 4,608 (5,004) Purchases — — Settlements — — Ending balance $ 56,660 $ 56,660 _______________________________________ (1) Net change in fair value. The following table provides quantitative information about the significant unobservable inputs used in the fair value measurement of the Level 3 repurchase options as of June 30, 2020 (dollars in thousands): Valuation Date Fair Value Valuation Methodology Unobservable Inputs Range of Targets June 30, 2020 $ 56,660 Option Pricing Model Alternative asset market discount rate 0.085 Dividend yield .10 - .53 Net asset value growth rates 0.085 Net asset value volatilities 0.24 - 0.45 Restricted exercise period 1 year Investments in life insurance policies The estimated fair value of our portfolio of life insurance policies is determined on a quarterly basis by management taking into consideration a number of factors, including 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 information about discount rates observed in the life insurance secondary market through competitive bidding observations (which have declined recently as a result of our decreased purchase activity) and other means, fixed income market interest rates, the estimated credit exposure to the insurance companies that issued the life insurance policies and management’s estimate of the operational risk yield premium a purchaser would require to receive the future cash flows derived from our portfolio as a whole. The determination of the discount rate used in the valuation of the Company’s life insurance policies requires management judgment and incorporates information that is reasonably available to management as of the date of the valuation. Under our Longest Life Expectancy portfolio valuation methodology, we: i) utilize life expectancy reports from third-party life expectancy providers for the pricing of all life insurance policies at the time of purchase; ii) apply a stable valuation methodology driven by the experience of our life insurance portfolio, which is re-evaluated if experience deviates by a specified margin; and iii) use relevant market observations that can be validated and mapped to the discount rate used to value the life insurance portfolio. These inputs are then used to estimate the discounted cash flows from the portfolio using the ClariNet LS probabilistic and stochastic portfolio pricing model from ClearLife Limited, which estimates the expected cash flows using various mortality probabilities and scenarios. The valuation process includes a review by senior management as of each quarterly valuation date. We also engage ClearLife Limited to prepare a net present value calculation of our life insurance portfolio using the inputs we provide on a quarterly basis. As discussed in further detail in Note 4 above, during the second quarter of 2021, we recalculated the PMM in accordance with our valuation methodology, which resulted in a $16.4 million downward adjustment to the value of the life insurance portfolio as of June 30, 2021. The following table reconciles the beginning and ending fair value of our Level 3 investments in our portfolio of life insurance policies (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Beginning balance $ 791,499 $ 802,181 $ 791,911 $ 796,039 Total gain (loss) in earnings (1) (11,399) 5,278 (3,237) 17,456 Settlements (2) (10,074) (12,753) (18,648) (18,789) Ending balance $ 770,026 $ 794,706 $ 770,026 $ 794,706 _________________________________________ (1) Net change in fair value (2) Policy maturities at initial cost basis The net activity in the table above is reported in gain (loss) on life insurance policies, net, in the condensed consolidated statements of operations. There have been no transfers between levels in the fair value hierarchy for any assets or liabilities recorded at fair value on a recurring basis or any changes in the valuation techniques used for measuring the fair value as of June 30, 2021 and December 31, 2020. The following table summarizes the inputs utilized in estimating the fair value of our portfolio of life insurance policies: As of June 30, 2021 As of December 31, 2020 Weighted-average age of insured, years* 83.4 83.1 Age of insured range, years 64-101 63-100 Weighted-average life expectancy, months* 83.4 83.0 Life expectancy range, months 0-240 0-240 Average face amount per policy (in thousands) $ 1,826 $ 1,797 Discount rate 8.25 % 8.25 % _______________________________ (*) Weighted-average by face amount of policy benefits. Life expectancy estimates and market discount rates for a portfolio of life insurance policies are 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%, with all other variables held constant, the fair value of our investment in life insurance policies would increase or decrease as summarized below (in thousands): Change in Life Expectancy Estimates Minus Minus Plus Plus June 30, 2021 $ 114,916 $ 64,431 $ (39,757) $ (90,729) December 31, 2020 $ 97,837 $ 45,536 $ (61,713) $ (114,099) Change in Discount Rate Minus 2% Minus 1% Plus 1% Plus 2% June 30, 2021 $ 78,434 $ 37,411 $ (34,223) $ (65,619) December 31, 2020 $ 82,983 $ 39,560 $ (36,151) $ (69,284) Financial instruments measured at fair value on a non-recurring basis There were no assets or liabilities measured at fair value on a non-recurring basis as of June 30, 2021 and December 31, 2020, respectively. Carrying amounts and estimated fair values The Company is required to disclose the estimated fair value of financial instruments, whether or not recognized in the condensed consolidated balance sheets, for which it is practicable to estimate those values. These fair value estimates are determined based on relevant market information and information about the financial instruments. Fair value estimates are intended to represent the price at which an asset could be sold or the price at which a liability could be settled. However, given there is no active market or observable market transactions for many of the Company’s financial instruments, estimates of fair values are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimated values. Nonfinancial instruments are excluded from disclosure requirements. The carrying amounts and estimated fair values of the Company’s financial instruments not recorded at fair value were as noted in the tables below (in thousands). As of June 30, 2021 Level in Fair Value Hierarchy Carrying Amount Estimated Fair Value Financial assets: Cash, cash equivalents and restricted cash 1 $ 91,451 $ 91,451 Life insurance policy benefits receivable, net 1 25,988 25,988 Financial liabilities: Senior credit facility with LNV Corporation 2 $ 227,137 $ 236,660 L Bonds and Seller Trust L Bonds 1 1,601,117 1,601,117 Debt due to related parties 2 77,248 82,498 Other liabilities 1 51,461 51,461 As of December 31, 2020 Level in Fair Value Hierarchy Carrying Amount Estimated Fair Value Financial assets: Cash, cash equivalents and restricted cash 1 $ 124,160 $ 124,160 Life insurance policy benefits receivable, net 1 14,334 14,334 Financial liabilities: Senior credit facility with LNV Corporation 2 $ 193,730 $ 202,611 L Bonds and Seller Trust L Bonds 1 1,519,006 1,519,006 Debt due to related parties 2 76,260 78,081 Other liabilities 1 50,585 50,585 Other liabilities are comprised of the interest and dividends payable and accounts payable and accrued expenses line items on the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020. Certain assets are subject to periodic impairment testing by comparing the respective carrying value of the asset to its estimated fair value. In the event we determine these assets to be impaired, we would recognize an impairment loss equal to the amount by which the carrying value of the impaired asset exceeds its estimated fair value. These periodic impairment tests utilize company-specific assumptions involving significant unobservable inputs, or Level 3, in the fair value hierarchy. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | Variable Interest Entities In accordance with ASC 810, Consolidation , the Company assesses whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are variable interest entities (“VIEs”). For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE. VIEs for Which the Company is the Primary Beneficiary ExAlt Trusts The Company determined that the ExAlt Trusts used in connection with Beneficient’s operations are VIEs of which Beneficient is the primary beneficiary. The Company concluded that Beneficient is the primary beneficiary of the trusts as it has the power to direct the most significant activities and has an obligation to absorb potential losses of the trusts. Accordingly, the results of the trusts are included in the Company’s condensed consolidated financial statements. The assets of the trusts may only be used to settle obligations of the trusts. Other than potentially funding capital calls above the related reserve (refer to Note 15), there is no recourse to the Company for the trusts’ liabilities. The cash flows generated by these VIEs are included within the Company’s consolidated statements of cash flows. The consolidated balance sheets include the following amounts from these consolidated VIEs as of the dates presented (in thousands): June 30, 2021 December 31, 2020 Assets: Cash and cash equivalents $ 2,065 $ 5,965 Restricted cash 5,126 5,386 Investments in alternative assets, at NAV 212,494 221,894 Other assets 1,300 1,273 Total Assets of VIE $ 220,985 $ 234,518 Liabilities: Accounts payable and accrued expense $ 2,345 $ 2,029 Total Liabilities of VIE $ 2,345 $ 2,029 Equity (Deficit): Noncontrolling interest $ (17,246) $ 7,208 Total Equity of VIE $ (17,246) $ 7,208 The consolidated statement of operations for the three and six months ended June 30, 2021 and 2020, includes the following amounts from these consolidated VIEs (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 REVENUE Investment income (loss), net $ 1,773 $ (22,671) $ 3,863 $ (15,115) Interest income — — — 20 TOTAL REVENUE 1,773 (22,671) 3,863 (15,095) EXPENSES Other expenses 146 166 357 167 TOTAL EXPENSES 146 166 357 167 NET INCOME (LOSS) 1,627 (22,837) 3,506 (15,262) Net loss attributable to noncontrolling interests 11,035 33,253 23,867 43,721 NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 12,662 $ 10,416 27,373 28,459 CT Risk Management L.L.C. On March 20, 2020, CT Risk Management, L.L.C. (“CT”) was created as a Delaware limited liability company to reduce the impact of a potential market downturn on the interests in alternative assets that support the Collateral for receivables held by Beneficient by distributing any potential profits to certain of the ExAlt Trusts thereby offsetting any reduction in the value of the alternative assets. The LLC agreement was amended and restated on April 16, 2020. There was no activity of CT until July 2020 when Beneficient made a capital contribution of $14.8 million, which was used to purchase the put options reflected in the condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020. CT is considered a VIE as the at-risk equity holder, Ben LP, does not have all of the characteristics of a controlling financial interest due to Ben LP’s receipt of returns being limited to its initial investment in CT. The Company concluded that Beneficient is the primary beneficiary of CT as it has the power to direct the most significant activities and has an obligation to absorb potential losses of CT. Accordingly, the results of CT are included in the Company’s condensed consolidated financial statements. As of June 30, 2021 and December 31, 2020, the condensed consolidated balance sheets include assets of this consolidated VIE with a carrying value of $2.8 million and $7.0 million, respectively, which is recorded in the other assets line item. Additionally, the Company recorded a $2.1 million and $4.3 million loss on investment for the three and six months ended June 30, 2021, respectively, which is reported in the other income (loss) line item of the condensed consolidated statements of operations. VIEs for Which the Company is Not the Primary Beneficiary We determined that FOXO is a VIE, but that we are not the primary beneficiary of the variable interests. We do not have the power to direct any activities of FOXO that most significantly impact its economic performance. The Company’s exposure to risk of loss in FOXO is limited to its equity method investment in the preferred equity of FOXO and its remaining unfunded capital commitments. The following table shows the classification, carrying value and maximum exposure to loss with respect to the Company’s unconsolidated VIEs (in thousands): June 30, 2021 December 31, 2020 Carrying Value Maximum Exposure to Loss Carrying Value Maximum Exposure to Loss Total equity method investment $ 4,363 $ 5,613 $ 8,582 $ 12,332 |
Equity Method Investments
Equity Method Investments | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | Equity Method Investments FOXO Technologies Inc. (formerly, FOXO BioScience LLC) On November 11, 2019, GWG Holdings contributed the common stock and membership interests of its wholly-owned subsidiaries, FOXO Labs and FOXO Life (“Insurtech Subsidiaries”), to a legal entity then known as FOXO BioScience LLC, in exchange for a membership interest in FOXO. On November 13, 2020, FOXO BioScience LLC converted to a corporation and is now known as FOXO Technologies Inc. With the conversion to a corporation, GWG Holdings’ previous membership interest in the LLC converted to preferred equity in FOXO. Although GWG Holdings has a financial interest in FOXO, GWG Holdings does not have a controlling financial interest because another party is the majority shareholder of the voting class of securities. Therefore, we account for GWG Holdings’ ownership interest in FOXO as an equity method investment. The following table includes a rollforward of the equity method investment in FOXO (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Beginning balance $ 6,318 $ 5,648 $ 8,582 $ 1,761 Contributions 1,250 3,750 2,500 9,167 Loss on equity method investment (3,435) (1,318) (6,949) (2,848) Other 230 (307) 230 (307) Ending balance $ 4,363 $ 7,773 $ 4,363 $ 7,773 In accordance with the subscription agreement of FOXO, as of June 30, 2021, GWG Holdings was committed to contribute an additional $1.3 million to the entity through October 2021, all of which has been contributed through such date. GWG Holdings’ investment in FOXO is presented in other assets in our condensed consolidated balance sheets. Our proportionate share of earnings or losses from our investee is recognized in earnings (loss) from equity method investments in our condensed consolidated statements of operations. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Senior Credit Facility with LNV Corporation On June 28, 2021, DLP IV entered into the third amended and restated senior credit facility with LNV Corporation (as amended and restated by the Fourth LNV Credit Facility (defined in Note 17) on September 7, 2021, the (“Third LNV Credit Facility”)), as lender, and CLMG Corp., as the administrative agent on behalf of the lenders under the agreement, which replaced the second amended and restated senior credit facility with LNV Corporation (“Second LNV Credit Facility”) dated November 1, 2019 that previously governed DLP IV’s senior credit facility. The Third LNV Credit Facility resulted in an additional advance of $52.5 million from LNV Corporation, which was subsequently repaid on August 11, 2021, using a portion of the advance received from the NF Credit Facility (as defined and discussed in Note 17). Subject to available borrowing base capacity, additional advances are available under the Third LNV Credit Facility at the LIBOR rate described below. Such advances are available to pay the premiums and servicing costs of pledged life insurance policies as such amounts become due. Interest will accrue on amounts borrowed under the Third LNV Credit Facility 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 1.50% or 12-month LIBOR, plus (b) 7.50% per annum. The effective rate at June 30, 2021 was 9.00%. Interest payments are made on a quarterly basis. Under the Third LNV Credit Facility, 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. Obligations under the Third LNV Credit Facility are secured by a security interest in DLP IV’s assets, for the benefit of the lenders, through an arrangement under which Wells Fargo Bank, N.A. serves as securities intermediary. The life insurance policies owned by DLP IV do not serve as direct collateral for the obligations of GWG Holdings under the L Bonds and Seller Trust L Bonds. In conjunction with entering into the Second LNV Credit Facility, DLP IV pledged life insurance policies having an aggregate face value of approximately $298.3 million as additional collateral and received an advance of approximately $37.1 million (inclusive of certain fees and expenses incurred in connection with the negotiation and entry into the Second LNV Credit Facility). In conjunction with entering into the Third LNV Credit Facility, DLP V transferred life insurance policies having an aggregate face value of approximately $440.6 million to DLP IV, which were pledged as additional collateral to the Third LNV Credit Facility, and DLP IV received proceeds of approximately $51.2 million (net of certain fees and expenses incurred in connection with the negotiation and entry into the Third LNV Credit Facility). The Third LNV Credit Facility sets forth interest and other terms and covenants similar those included in the previous LNV Credit Facility. As of June 30, 2021, 100.0% of the total face value of the life insurance policies portfolio is pledged to LNV Corporation. The LNV Credit Facility has certain financial and nonfinancial covenants. In addition, the LNV Credit Facility has certain reporting obligations that require DLP IV to deliver unaudited quarterly financial statements no later than forty-five days after the end of each of the first three fiscal quarters, and audited annual financial statements no later than ninety days after the end of each fiscal year. We were in compliance with these covenants at June 30, 2021, and continue to be as of the date of this filing. The Third LNV Credit Facility makes available a total of up to $300.0 million in credit to DLP IV with a maturity date of September 27, 2029. The principal amount outstanding under this facility was $236.7 million and $202.6 million at June 30, 2021 and December 31, 2020, respectively. There were unamortized deferred financing costs of $9.5 million and $8.9 million as of June 30, 2021 and December 31, 2020, respectively. The difference between the amount outstanding and the carrying amount on our condensed consolidated balance sheets is due to netting of unamortized debt issuance costs. L Bonds GWG Holdings began publicly offering and selling L Bonds in January 2012, which have been sold under various registration statements since that time. On December 1, 2017, an additional public offering was declared effective permitting us to sell up to $1.0 billion in principal amount of L Bonds on a continuous basis until December 2020. We reached the maximum capacity on this offering during the third quarter of 2020. On June 3, 2020, a registration statement relating to an additional public offering was declared effective permitting us to sell up to $2.0 billion in principal amount of L Bonds on a continuous basis through June 2023. These bonds contain the same terms and features as our previous offerings. 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. Effective December 31, 2019, we entered into Amendment No. 2 to the indenture, which primarily modified the calculation of the debt coverage ratio to allow the Company greater flexibility to finance and to anticipate the potential impacts of GWG Holdings’ relationship with Beneficient. We were in compliance with the covenants of the indenture at June 30, 2021, and as of the date of this filing, and no Events of Default (as defined in the Amended and Restated Indenture) existed as of such dates. GWG Holdings publicly offers and sells L Bonds under a registration statement declared effective by the SEC and have issued Seller Trust L Bonds under the L Bond Supplemental Indenture, as described below. We temporarily suspended the offering of GWG Holdings’ L Bonds, commencing April 16, 2021, as a result of our delay in filing certain periodic reports with the SEC, including this Quarterly Report on Form 10-Q. We anticipate recommencing the offering of GWG Holdings’ L Bonds when we regain compliance with SEC filing requirements. 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 both June 30, 2021 and December 31, 2020, the weighted-average interest rate of GWG Holdings’ L Bonds was 7.21%. The principal amount of L Bonds outstanding, including Liquidity Bonds discussed below, was $1.4 billion and $1.3 billion at June 30, 2021 and December 31, 2020, respectively. The difference between the amount of outstanding L Bonds and the carrying amount on our condensed consolidated balance sheets is due to netting of unamortized deferred issuance costs, cash receipts for new issuances, and payments of redemptions in process. There were $8.3 million of redemptions in process and $18.0 million of subscriptions in process as of June 30, 2021 and December 31, 2020, respectively. Amortization of deferred issuance costs was $5.3 million and $4.2 million for the three months ended June 30, 2021 and 2020, respectively. Amortization of deferred issuance costs was $10.3 million and $8.1 million for the six months ended June 30, 2021 and 2020, respectively. Future expected amortization of deferred financing costs as of June 30, 2021 is $49.1 million in total over the next seven years. Seller Trust L Bonds On August 10, 2018, in connection with the initial transfer of the Exchange Transaction described in Note 1, GWG Holdings issued Seller Trust L Bonds in the amount of $366.9 million to the Seller Trusts. The maturity date of the Seller Trust L Bonds is August 9, 2023. The Seller Trust L Bonds bear interest at 7.50% per year. Interest is payable monthly in cash. After December 28, 2020, the holders of the Seller Trust L Bonds have the right to cause GWG Holdings to repurchase, in whole but not in part, the Seller Trust L Bonds held by such holder. The repurchase may be paid, at the option of GWG Holdings, in the form of cash, and/or a pro rata portion of (i) the outstanding principal amount and accrued and unpaid interest under the Commercial Loan Agreement and (ii) Common Units, or a combination of cash and such property. GWG Holdings’ L Bonds are offered and sold under a registration statement declared effective by the SEC, as described above, and GWG Holdings has issued Seller Trust L Bonds under the L Bond Supplemental Indenture. As a result of the Collateral Swap on September 30, 2020, as discussed in Note 1, $94.8 million of Seller Trust L Bonds are now held by certain trusts within the ExAlt Trusts, and are eliminated in consolidation. The principal amount of Seller Trust L Bonds outstanding reflected on the condensed consolidated balance sheets was $272.1 million at both June 30, 2021 and December 31, 2020. Liquidity Bonds On December 31, 2020, GWG Holdings, GWG Life, and Bank of Utah, as trustee (the “Trustee”), entered into a supplemental indenture, dated as of December 31, 2020 (the “Liquidity Bond Supplemental Indenture”), to that certain Amended and Restated Indenture, dated as of October 23, 2017 (as amended, the “Indenture”), among GWG Holdings, GWG Life and the Trustee, providing for the issuance from time to time of up to $1.0 billion in aggregate principal amount of two new series of L Bonds (the “Liquidity Bonds”). The Liquidity Bonds were offered and sold to accredited investors in transactions that are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D under the Securities Act. The Liquidity Bonds were issued as part of the Company’s strategy to expand its exposure to a portfolio of loans collateralized by cash flows from illiquid alternative assets; however, the Company has decided during the second quarter 2021 to cease the offering of these Liquidity Bonds at this time, but will consider replacing with other similar securities as needed to execute the Company’s strategy. Ben LP is now in the process of reevaluating its strategy and does not believe the decision to cease offering the Liquidity Bonds will have a significant impact on our future operating performance. As of June 30, 2021 and December 31, 2020, there was $0.8 million and $0.5 million in principal and, as of both dates, $0.2 million of unamortized financing costs of Liquidity Bonds, respectively. The net of these amounts is presented on the condensed consolidated balance sheets in the L Bonds line item. Debt Due to Related Parties As of June 30, 2021 and December 31, 2020, Beneficient had borrowings that consisted of the following (in thousands): June 30, 2021 December 31, 2020 First Lien Credit Agreement $ 2,318 $ 2,288 Second Lien Credit Agreement 73,230 72,260 Other borrowings 2,675 2,628 Unamortized debt discounts (975) (916) Total debt due to related parties $ 77,248 $ 76,260 Beneficient First and Second Lien Credit Agreement On May 15, 2020, Beneficient executed a Term Sheet with HCLP Nominees, L.L.C. (“HCLP” or the “Lender”) to amend its then senior credit agreement and subordinated credit agreement. The resulting Second Amended and Restated First Lien Credit Agreement and Second Amended and Restated Second Lien Credit Agreement (collectively, the “Ben Credit Agreements”) was executed on August 13, 2020, with terms and conditions substantially consistent with the Term Sheet, as further described below. The Ben Credit Agreements extended the maturity date of both loans to April 10, 2021, and increased the interest rate on each loan to 1-month LIBOR plus 8.0%, with a maximum interest rate of 9.5%. Through June 30, 2021, all principal and interest due under the Ben Credit Agreements have been paid. On March 10, 2021, Beneficient Capital Company II, L.L.C. (formerly known as Beneficient Capital Company, L.L.C.) and Beneficient Company Holdings, L.P. (the “New Borrower”), both of which are subsidiaries of the Company, entered into Amendment No. 1 to the Second Amended and Restated Credit Agreement (the “First Lien Amendment”) and Amendment No. 1 to the Second Amended and Restated Second Lien Credit Agreement (the “Second Lien Amendment” and, together with the First Lien Amendment, the “Amendments”) with the Lender. The Amendments extend the scheduled maturity date under the Ben Credit Agreements from April 10, 2021 to May 30, 2022. The Amendments also provide that the New Borrower shall repay $5.0 million of the outstanding principal amount under the Ben Credit Agreements on each of September 10, 2021 (subsequently deferred as discussed below), December 10, 2021, and March 10, 2022. The Amendments also provide for an extension fee equal to 1.5% of the outstanding principal under the Ben Credit Agreements, which was added to the outstanding amount under the Ben Credit Agreements as provided for in the amendments. Through June 30, 2021, all principal and interest due have been paid. Finally, as also discussed in Note 17 , effective July 15, 2021, Beneficient executed Consent and Amendment No. 3 to the Second Amended and Restated Credit Agreement and Amendment No. 2 to the Second Amended and Restated Subordinate Credit Agreement with its lender, which (i) deferred the payment of all accrued and unpaid interest until December 10, 2021, and (ii) deferred the installment payment of $5.0 million due on September 10, 2021, to December 10, 2021. Beneficient agreed to pay an amendment fee to the lender in an amount equal to 3% of the then outstanding principal and interest on December 10, 2021. On June 28, 2021, Beneficient executed the Amendment No. 2 to the Second Amended and Restated Credit Agreement and Amendment No. 2 to the Second Amended and Restated Subordinate Credit Agreement with its lender. The amendments, among other things, eliminated the obligation of DLP V to assume the Ben Credit Agreements as provided for in the Ben Credit Agreements and waive the daily fee payable upon the Trigger as provided for in the Amendments. In connection with the Ben Credit Agreements, (i) the Lender will be permitted to make capital contributions of up to $152.0 million in exchange for a Preferred Series A Subclass 1 Unit Account of BCH for an equal amount of cash for two years after the assumption of the loans; should the Lender elect to make such a capital contribution, GWG Holdings or one of its subsidiaries will be allowed to exchange an amount of Preferred C into Preferred Series A Subclass 1 Unit Accounts or contribute cash for Preferred Series A Subclass 1 Unit Accounts, in certain circumstances, in order to maintain its relative ownership percentage of the Preferred Series A Subclass 1 Unit Accounts; (ii) Beneficient Holdings, Inc. (“BHI”), which owns a majority of the Class S Ordinary Units, Preferred Series A Subclass 1 Unit Accounts, and FLP Subclass 1 Unit Accounts issued by BCH, will grant certain tax-related concessions related to the transaction to the Lender as may be mutually agreed upon between the parties, and (iii) in exchange for the tax-related concessions to be agreed between the parties, (a) 5% of BHI’s Preferred Series A Sub Class 1 Unit Account, which will be held by the Lender, may convert, upon delivery of notice by BHI or its designee, to a Preferred A.0 Unit Account of BCH, and (b) recipients of a grant of Preferred Series A Subclass 1 Unit Accounts from BHI will have the right to put an amount of Preferred Series A Subclass 1 Unit Accounts to Ben LP equal to any associated tax liability stemming from any such grant; provided that the aggregated associated tax liability shall not relate to more than $30 million of grants of Preferred Series A Subclass 1 Unit Accounts from BHI; and provided, further, that such a put cannot be exercised prior to July 1, 2021. There has been no liability recorded for the put right as of June 30, 2021, as the transfer of Preferred Series A Subclass Unit Accounts has not occurred. The Ben Credit Agreements and ancillary documents contain covenants that (i) prevent Beneficient from issuing any securities senior to the Preferred Series A Subclass 1 or Preferred A.0 Unit Accounts; (ii) prevent Beneficient from incurring additional debt or borrowings greater than $10.0 million, other than trade payables, while the loans are outstanding; (iii) prevent, without the written consent of the Lender, GWG Life Trust or DLP V from selling, transferring or otherwise disposing any of the life insurance policies held by GWG Life Trust as of May 15, 2020, except that life insurance policies may be sold, transferred, or otherwise disposed of, provided that concurrent with the assumption of the loans by DLP V, a prepayment of the loans would be required, if necessary, to maintain certain loan-to-value percentages, after giving effect to such sale, transfer or disposal; and (iv) prevent, without the written consent of the Lender, GWG Holdings from selling, transferring, or otherwise disposing of any Preferred Series A Subclass 1 Unit Accounts held as of May 15, 2020, other than to DLP V. These covenants are materially similar to the terms under the Third Amended and Restated First Lien Credit Agreement once assumed by DLP V. As of June 30, 2021, Beneficient was in compliance with all covenants. These loans are not currently guaranteed by GWG. Beneficient’s Second Lien Credit Agreement was originally issued to BHI, a Ben Founder Affiliate. “Ben Founder Affiliates” are defined as certain trusts and those entities held by such trusts that are controlled by Ben Founder. During 2019, the Second Lien Credit Agreement was contributed to HCLP and thus, all existing senior loan obligations are held by HCLP as of June 30, 2021 and December 31, 2020. HCLP is indirectly associated with Ben Founder. Further, an indirect parent entity of HCLP had loans outstanding to Ben Founder Affiliates as of December 31, 2020. Beneficient's other borrowings as detailed in the table above mature in 2024 and 2025. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity GWG Holdings Equity Common Stock In September 2014, GWG Holdings consummated an initial public offering of its 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, the common stock of GWG Holdings was listed on the Nasdaq Capital Market under the ticker symbol “GWGH.” The 2018 transactions between GWG Holdings, GWG Life, Beneficient and the Seller Trusts described in Note 1 ultimately resulted in the issuance of 27,013,516 shares of GWG Holdings’ common stock to the Seller Trusts in exchange for Common Units. The shares were offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended. Also, the Purchase and Contribution Agreement described in Note 1 ultimately resulted in the sale of 2,500,000 shares of GWG Holdings common stock to BCC, and the contribution of 1,452,155 shares of GWG Holdings common stock to AltiVerse. Pursuant to the Exchange Agreement described in Note 1, commencing on December 31, 2019, holders of Common Units have the right to exchange their Common Units for common stock of GWG Holdings. The exchange ratio in the Exchange Agreement is based on the ratio of the capital account associated with the Common Units to be exchanged to the market price of the common stock of GWG Holdings based on the volume weighted average price of GWG Holdings’ common stock for the five consecutive trading days prior to the quarterly exchange date. No Common Units have been exchanged for common stock of GWG Holdings through June 30, 2021. Redeemable Preferred Stock On November 30, 2015, GWG Holdings’ public offering of up to 100,000 shares of RPS at $1,000 per share was declared effective. Holders of RPS are entitled to cumulative dividends at the rate of 7% per annum, paid monthly. Dividends on the RPS are recorded as a reduction to additional paid-in capital, if any, then to the outstanding balance of the preferred stock if additional paid-in capital has been exhausted. 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 GWG Holdings’ common stock and pari passu with GWG Holdings’ RPS 2 (see further details in the section below) 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 GWG Holdings’ common stock at a conversion price equal to the volume-weighted average price of GWG Holdings’ 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 from us and still held by such purchaser. 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, as specified in the Certificate of Designation. Nevertheless, the Certificate of Designation for RPS permits us in our sole discretion to grant or decline 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. In March 2017, we closed the RPS offering to additional investors having sold 99,127 shares of RPS for an aggregate gross consideration of $99.1 million and incurred approximately $7.0 million of related selling costs. At the time of its issuance, we determined that the RPS contained two embedded features: (1) optional redemption by the holder, and (2) optional conversion by the holder. We determined that each of the embedded features met the definition of a derivative; however, based on our assessment under ASC 470, Debt , (“ASC 470”) and ASC 815, Derivatives and Hedging , (“ASC 815”), we do not believe bifurcation of either the holder’s redemption or conversion feature is appropriate. Series 2 Redeemable Preferred Stock On February 14, 2017, GWG Holdings’ public offering of up to 150,000 shares of RPS 2 at $1,000 per share was declared effective. The terms of the RPS 2 are largely consistent with those of the RPS, other than the conversion and redemption features discussed below. Holders of RPS 2 may, less an applicable conversion discount, if any, convert their RPS 2 into GWG Holdings’ common stock at a conversion price equal to the volume-weighted average price of GWG Holdings’ 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 and still held by such purchaser. 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). In April 2018, we closed the RPS 2 offering to additional investors having sold 149,979 shares of RPS 2 for an aggregate gross consideration of $150.0 million and incurred approximately $10.3 million of related selling costs. The RPS 2 was determined to have the same two embedded features discussed in the RPS section above (optional redemption by the holder and optional conversion by the holder). We do not believe bifurcation of either the holder’s redemption or conversion feature is appropriate. Beneficient Equity As of June 30, 2021, Ben LP has issued Common Units and BCH, a consolidated subsidiary of Ben LP, has issued general partnership Class A Units (Subclass A-1 and A-2), Class S Ordinary Units, Class S Preferred Units, FLP Units (Subclass 1 and Subclass 2), Preferred Series A Subclass 1 Unit Accounts, Preferred Series A Subclass 2 Unit Accounts, and Preferred Series C Subclass 1 Unit Accounts. The Preferred Series A Subclass 0 Unit Accounts were created under the 5th Amended and Restated LPA while the Preferred Series C Subclass 0 Unit Accounts were created under the 6th Amended and Restated LPA; however, neither security has been issued as of June 30, 2021. The 6th Amended and Restated LPA of BCH governs the terms of these equity securities. Common Units As of both June 30, 2021 and December 31, 2020, Ben LP has a total of 48,205,756 Common Units issued and outstanding, respectively. As of both June 30, 2021 and December 31, 2020, GWG Holdings owns 46,887,915 Common Units, respectively, which are eliminated in consolidation. The remaining issued and outstanding Common Units are recorded in the condensed consolidated balance sheet in the noncontrolling interests line item. Preferred Series A Subclass 0 (Noncontrolling Interests) On July 15, 2020, BCH amended its limited partnership agreement in a 5th Amended and Restated LPA, which created a new subclass of Preferred Series A Unit Accounts, the Preferred A.0. As a subclass of the Preferred Series A Unit Accounts, the Preferred A.0 receives the same preferred return on a quarterly basis as the other Preferred Series A subclasses. However, the Preferred A.0 is senior to all other classes of preferred equity, including the other subclasses of Preferred Series A in terms of allocations of profits, distributions, and liquidation. The Preferred A.0 can be converted into Class S Units at the election of the holder, at a price equal to (x) prior to the initial public listing, the per Common Unit fair market value as determined by the general Partner and (y) following the initial public listing, the lesser of (i) $10 and (ii) if the Common Units are listed on a national securities exchange, the volume-weighted average closing price of a Common Unit as reported on the exchange on which the Common Units are traded for the twenty (20) days immediately prior to the applicable exchange date, or if the Common Units are not listed on a national securities exchange, then the volume-weighted average closing price of a security traded on a national securities exchange or quoted in an automated quotation system into which the Common Units are convertible or exchangeable for the twenty (20) days immediately prior to the applicable exchange date. The Preferred A.0 Unit Accounts have not been issued as of June 30, 2021. Preferred Series A Subclass 1 (Redeemable Noncontrolling Interest) BCH, a consolidated subsidiary of Ben LP, has non-unitized equity outstanding. The Preferred Series A Subclass 1 Unit Accounts are non-participating and convertible on a dollar basis. In 2019, Preferred Series A Subclass 1 Unit Account holders signed an agreement to forbear the right to receive an annualized preferred return in excess of a rate determined materially consistent with the methodology below until, initially, the earlier of December 31, 2019 or three months following the issuance of the limited trust association charter by the Texas Department of Banking. The charter from the Texas Department of Banking was not issued as of December 31, 2019. The forbearance agreement was extended through June 30, 2021. The income allocation methodology under this forbearance agreement was as follows: • First, Ben, as the sole holder of Class A Units issued by BCH is allocated income from BCH to cover the expenses incurred solely by Ben; • Second, the remaining income at BCH is allocated 50% to the aggregate of Class A Units and Class S Ordinary Units and 50% to Preferred Series A Subclass 1 Unit Accounts, until the Common Units issued by Ben LP receive a 1% annualized return on the Common Unit account balance; • Third, after the 1% annualized return to the Common Unit issued by Ben LP is achieved, additional income is allocated to the Preferred Series A until the Preferred Series A is allocated the amount required under the LPA, (as amended); and • Finally, any remaining income is allocated under the terms of the current LPA (pro-rata between the Class A Units and Class S Ordinary Units). If and when the forbearance agreement expires, account holders will be entitled to a compounded quarterly preferred return. The preferred return to be paid to Preferred Series A Unitholders is limited by a quarterly preferred return rate cap that is based on the annualized revenues of BCH. Annualized revenues are defined as four times the sum of total quarterly interest, fee and dividend income plus total noninterest revenues. This quarterly rate cap is defined as follows: • 0.25% if annualized revenues are $80 million or less; • 0.50% if annualized revenues are greater than $80 million but equal to or less than $105 million; • 0.75% if annualized revenues are greater than $105 million but equal to or less than $125 million; • 1.00% if annualized revenues are greater than $125 million but equal to or less than $135 million; • 1.25% if annualized revenues are greater than $135 million but equal to or less than $140 million; and • If over $140 million, the preferred return calculation is based on a fraction (i) the numerator of which is (A) the positive percentage rate change, if any, to the seasonally adjusted CPI-U covering the period from the date of the last allocation of profits to such holders, plus (B) (x) 2% prior to an Initial Public Offering (as defined in the BCH LPA) by Ben LP and (y) 3% thereafter, and (ii) the denominator of which is one minus the highest effective marginal combined U.S. federal, state and local income tax rate in effect as of the beginning of the fiscal quarter for which such determination is being made for an individual resident in New York City, New York, assuming (1) that the aggregate gross income allocable with respect to the quarterly preferred return for such fiscal year will consist of the same relative proportion of each type or character (e.g., long term or short term capital gain or ordinary or exempt income) of gross income item included in the aggregate gross income actually allocated in respect of the quarterly preferred return for the fiscal year reflected in the BCH’s most recently filed Internal Revenue Service Form 1065 and (2) any state and local income taxes are not deductible against U.S. federal income tax. The definition of Initial Public Offering includes an event, transaction or agreement pursuant to which the Common Units are convertible or exchangeable into equity securities listed on a national securities exchange or quotation in an automated quotation system. No amounts have been paid to the Preferred Series A Subclass 1 Unit Account holders related to the preferred return from inception through June 30, 2021, and any amounts earned have been accrued and are included in the balance of redeemable noncontrolling interests line item of the condensed consolidated balance sheets. Certain Preferred Series A Subclass 1 Unit Account holders agreed to be specially allocated any income or losses associated with the Beneficient Management Partners, L.P. Equity Incentive Plan and certain other costs. Upon election by a holder, the Preferred Series A Unit Accounts (other than Preferred Series A Subclass 2 Unit Accounts) are, at any time on or after January 1, 2021, convertible in an amount of Preferred Series A Unit Accounts (other than Preferred Series A Subclass 2 Unit Accounts), equal to 20% of their Sub-Capital Accounts into Class S Ordinary Units (with the right to convert any unconverted amount from previous years in any subsequent years). Upon an election, a holder of Preferred Series A Subclass 1 Unit Accounts will be issued Class S Ordinary Units necessary to provide the holder with a number of Class S Ordinary Units that, in the aggregate, equal (a) the balance of the holder’s capital account associated with the Preferred Series A Subclass 1 Unit Accounts being converted divided by (b) either (x) prior to an initial public offering, the appraised per Class A Unit fair market value as determined by Beneficient or (y) following an initial public offering, the average price of a Common Unit for the thirty (30) day period ended immediately prior to the applicable conversion date. The holder of such newly issued Class S Ordinary Units may immediately convert them into Common Units. Additionally, effective December 31, 2030, if the Preferred Series A Subclass 1 Unit Accounts have not been converted, they will redeem for cash in an amount equal to the then outstanding capital account balance of the accounts. If available redeeming cash (as defined in the LPA) is insufficient to satisfy any such redemption requirements, BCH, on a quarterly basis, will redeem additional Preferred Series A Units until all such Preferred Series A Units have been redeemed. The Preferred Series A Subclass 1 Unit Accounts are subject to certain other conversion and redemption provisions. The current LPA of BCH also includes certain limitations of BCH, without the consent of a majority-in-interest of the Preferred Series A Unit Account holders, to (i) issue any new equity securities and (ii) except as otherwise provided, incur indebtedness that is senior to or pari passu with any right of distribution, redemption, repayment, repurchase or other payments relating to the Preferred Series A Unit accounts. Further, BCH cannot, prior to the conversion of all the Preferred Series A Unit accounts, incur any additional long-term debt unless (i) after giving effect to the incurrence of the new long-term debt on a pro forma basis, the sum of certain preferred stock, existing debt and any new long-term indebtedness would not exceed 55% of BCH’s net asset value (“NAV”) plus cash on hand, and (ii) at the time of incurrence of any new long-term indebtedness, the aggregate balance of BCH’s (including controlled subsidiaries) debt plus such new long-term debt does not exceed 40% of the sum of the NAV of the interests in alternative assets supporting the Collateral underlying the loan portfolio of BCH and its subsidiaries plus cash on hand at Ben LP, BCH and its subsidiaries. The Preferred Series A Subclass 1 Unit Accounts are recorded in the condensed consolidated balance sheet in the redeemable noncontrolling interest line item. Preferred Series C Subclass 0 Unit Accounts The 6th Amended and Restated LPA allowed for the issuance of Preferred Series C Subclass 0 Unit Accounts. The Preferred Series C Subclass 0 Unit Accounts are non-participating and convertible on a basis consistent with the UPA discussed in Note 1. Account holders are entitled to a compounded quarterly preferred return based on a fraction, the numerator of which is (a) the sum of an inflation adjustment amount, plus (1) 0.5% prior to the initial public listing and (2) 0.75% following the initial public listing, and the denominator of which is (b) 1 minus the means of the highest effective marginal combined U.S. federal, state and local income tax rate (including the rate of taxes under Section 1411 of the Code) for a Fiscal Year prescribed for an individual resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitations described in Sections 67 and 68 of the Code, (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes), based on the Partnership’s most recently filed IRS form 1065, and (c) multiplied by 80%. The Preferred Series C Subclass 0 Unit Accounts are senior to all other classes of preferred equity other than the Preferred Series A Subclass 0 Unit Accounts in terms of allocations of profits, distributions, and liquidation. The only conversion, redemption, or exchange rights available to the Preferred Series C Subclass 0 Unit Accounts are those rights afforded in accordance with the UPA, described in Note 1, or such similar agreement. While any amount of Preferred Series C (Subclass 0 or 1) Unit Accounts is outstanding, BCH cannot make any distributions, other than tax distributions and redemptions, distributions upon a liquidation of BCH, and distributions of net consideration received from a sale of BCH, without the prior consent of a majority in interest of the holders of the Preferred Series C (Subclass 0 or 1) Unit Accounts. The Preferred Series C Subclass 0 Unit Accounts have not been issued as of June 30, 2021. Preferred Series C Subclass 1 Unit Accounts The 5th Amended and Restated LPA also created a new class of preferred equity, the Preferred Series C Subclass 1 Unit Accounts. The Preferred Series C Subclass 1 Unit Accounts are non-participating and convertible on a basis consistent with the UPA discussed in Note 1. Account holders are entitled to a compounded quarterly preferred return based on a fraction, the numerator of which is (a) the sum of an inflation adjustment amount, plus (1) 0.5% prior to the initial public listing and (2) 0.75% following the initial public listing, and the denominator of which is (b) 1 minus the means of the highest effective marginal combined U.S. federal, state and local income tax rate (including the rate of taxes under Section 1411 of the Code) for a Fiscal Year prescribed for an individual resident in New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitations described in Sections 67 and 68 of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes), based on the Partnership’s most recently filed IRS form 1065. BCH calculates two Preferred Series C Subclass 1 Unit Accounts capital accounts: the Liquidation Capital Account and the Conversion Capital Account. In calculating the Conversion Capital Account, the Preferred Series C Subclass 1 Unit Accounts are allocated profits and losses junior to the Preferred Series A Unit Accounts. In calculating the Liquidation Capital Account, the Preferred Series C Subclass 1 Unit Accounts are allocated profits and losses pari passu with the Preferred Series A Unit Accounts. Following the exchange of any Preferred Series C Subclass 1 Unit Accounts into Common Units under the UPA described in Note 1, the excess of the profits and losses allocated to the Preferred Series C Subclass 1 Unit Accounts under the Liquidation Capital Account will be deemed the “Excess Amount.” This Excess Amount will be specially allocated at each tax period in accordance with the principals of Treasury Regulation Section 1.704-1(b)(4)(x), to the Preferred Series A Subclass 1 Units Accounts, prior to any amount of profit, income or gain being allocated to any other class of units (other than the Preferred A.0) or limited partners until such special allocations equal, in the aggregate, such Excess Amount. The only conversion, redemption, or exchange rights available to the Preferred Series C Subclass 1 Unit Accounts are those rights afforded in accordance with the UPA, described in Note 1, or such similar agreement. While any amount of Preferred Series C (Subclass 0 or 1) Unit Accounts is outstanding, BCH cannot make any distributions, other than tax distributions and redemptions, distributions upon a liquidation of BCH, and distributions of net consideration received from a sale of BCH, without the prior consent of a majority in interest of the holders of the Preferred Series C (Subclass 0 or 1) Unit Accounts. As of June 30, 2021 and December 31, 2020, the aggregate carrying value of GWG Holdings’ investments in Preferred Series C Subclass 1 Unit Accounts was $210.6 million and $195.6 million, respectively. The Preferred Series C Subclass 1 Unit Accounts are eliminated upon consolidation. Class S Ordinary Units As of both June 30, 2021 and December 31, 2020, BCH, a consolidated subsidiary of Ben LP, had issued and outstanding 5.8 million Class S Ordinary Units, respectively. The Class S Ordinary Units participate on an as-converted basis pro-rata in the share of the profits or losses of BCH and subsidiaries following all other allocations made by BCH and its subsidiaries. As limited partner interests, these units have limited voting rights and do not entitle participation in the management of BCH’s business and affairs. The Class S Ordinary Units are exchangeable for Common Units on a one-for-one basis, subject to customary conversion rate adjustments for splits, distributions and reclassifications, as well as compliance with any applicable vesting and transfer restrictions. Each conversion also results in the issuance to Ben LP of a Class A Unit of BCH for each Common Unit issued. The Class S Ordinary Units are recorded in the condensed consolidated balance sheet in the noncontrolling interests line item. Class S Preferred Units The limited partnership agreement of BCH allows it to issue Class S Preferred Units. The Class S Preferred Units are entitled to a quarterly preferred return that is limited by the quarterly preferred return rate cap described above for Preferred Series A Subclass 1 except for when annualized revenues exceed $140 million, the Class S Preferred return is based on a fraction (i) the numerator of which is (A) the positive percentage rate change, if any, to the seasonally adjusted CPI-U covering the period from the date of the last allocation of profits to such holders, plus (B) 0.75 percent, and (ii) the denominator of which is one minus the highest effective marginal combined U.S. federal, state and local income tax rate in effect as of the beginning of the fiscal quarter for which such determination is being made for an individual resident in New York City, New York, assuming (1) that the aggregate gross income allocable with respect to the quarterly preferred return for such fiscal year will consist of the same relative proportion of each type or character (e.g., long term or short term capital gain or ordinary or exempt income) of gross income item included in the aggregate gross income actually allocated in respect of the quarterly preferred return for the fiscal year reflected in the Ben Group Partnership’s most recently filed IRS Form 1065 and (2) any state and local income taxes are not deductible against U.S. federal income tax. The Class S Preferred Units also participate on an as-converted basis pro- rata in the share of the profits or losses of BCH and subsidiaries following all other allocations made by BCH and its subsidiaries. As limited partner interests, these units are generally non-voting and do not entitle participation in the management of BCH’s business and affairs. Generally, the Class S Preferred Units are exchangeable for Common Units in Ben LP on a 1.2-for-1 basis, subject to customary conversion rate adjustments for splits, distributions and reclassifications, as well as compliance with any applicable vesting and transfer restrictions. Each conversion also results in the issuance to Ben LP of a Class A Unit for each Common Unit issued. Holders of Class S Preferred Units may elect to convert into Class S Ordinary Units in connection with a sale or dissolution of BCH. As of June 30, 2021, a nominal number of shares of Class S Preferred Units have been issued. No amounts have been paid to the Class S Preferred Unit holders related to the preferred return from issuance through June 30, 2021, a nd any amounts earned have been accrued and are included in the balance of Class S Preferred Units presented on the condensed consolidated balance sheet in the noncontrolling interests line item. Beneficiaries of the ExAlt Trusts The ultimate beneficiary of the ExAlt Trusts is an unrelated third party charity (the “Charitable Beneficiary”) that is entitled to i) approximately 5% of any amounts paid to Beneficient as payment on amounts due under each ExAlt Loan, ii) approximately 10% of the amount of excess cash Collateral, if any, following the full repayment of an ExAlt Loan; and (iii) all amounts accrued and held at the ExAlt Trusts once all amounts due to Beneficient under the ExAlt Loans and any fees related to Beneficient’s services to the ExAlt Trusts are repaid. The Charitable Beneficiary’s account balances with respect to its interest in such ExAlt Trusts cannot be reduced to below zero. Any losses allocable to the Charitable Beneficiary in excess of its account balances are reclassified at each period end to the trusts deficit account, which is included as part of noncontrolling interest. Additional ExAlt Trusts are created with each new liquidity transaction with customers. These new ExAlt Trusts, which are consolidated by Beneficient, result in the recognition of additional noncontrolling interest representing the interests in these new ExAlt Trusts held by the Charitable Beneficiary. For the three and six months ended June 30, 2021, nil and $0.4 million, respectively, of such noncontrolling interest was created, compared to nil for both the three and six months ended June 30, 2020. The interest of the Charitable Beneficiary, including the associated trust deficit (as applicable), in the ExAlt Trusts is recorded on the consolidated balance sheets in the noncontrolling interests line item. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation As of June 30, 2021 and December 31, 2020, the Company has outstanding equity-based awards under the GWG Holdings 2013 Stock Incentive Plan, the Beneficient Management Partners, L.P. (“BMP”) Equity Incentive Plan (the “BMP Equity Incentive Plan”, the Ben Equity Incentive Plan (as defined below), and Preferred Series A Subclass 1 Unit Accounts, as more fully described in the sections below. The holders of certain of the units issued under the BMP Equity Incentive Plan and the Ben Equity Incentive Plan, upon vesting, have the right to convert the units to shares of GWG Holdings common stock per the Exchange Agreement discussed in Note 1. As such, units vested and issued under Beneficient’s equity incentive plans may result in dilution of the common stock of GWG Holdings. 2013 Stock Incentive Plan GWG Holdings adopted the 2013 Stock Incentive Plan in March 2013, as amended on June 1, 2015, May 5, 2017 and May 8, 2018. Participants 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 GWG Holdings’ Board of Directors, and consultants. Option awards generally expire 10 years from the date of grant. As of June 30, 2021, the Company has granted stock options, stock appreciation rights (“SAR”), and restricted stock units (“RSU”) under this plan. Upon the exercise of SARs, the Company is obligated to make cash payments equal to the positive difference between the market value of GWG Holdings’ common stock on the date of exercise less the market value of the common stock on the date of grant. The liability for the SARs as of both June 30, 2021 and December 31, 2020 was $0.7 million, and was recorded within accounts payable and accrued expenses in the condensed consolidated balance sheets. A RSU entitles the holder thereof to receive one share of GWG Holdings’ common stock (or, in some circumstances, the cash value thereof) upon vesting. RSUs are subject to forfeiture until they vest. During the six months ended June 30, 2021, none of the RSUs held by employees and directors vested. BMP Equity Incentive Plan The Board of Directors of Beneficient Management, Ben LP’s general partner, adopted the BMP Equity Incentive Plan in 2019. Under the BMP Equity Incentive Plan, certain directors and employees of Beneficient are eligible to receive equity units in BMP, an entity affiliated with the board of directors of Beneficient Management, in return for their services to Ben. The BMP equity units eligible to be awarded to employees are comprised of BMP’s Class A Units and/or BMP’s Class B Units (collectively, the “BMP Equity Units”). All awards are classified in equity upon issuance. Awards will generally be subject to service-based vesting over a four-year period from the recipient’s date of hire, though some awards fully vest upon grant date. Expense associated with the vesting of these awards is based on the fair value of the BMP Equity Units on the date of grant. Expense recognized for these awards is specially allocated to certain holders of redeemable noncontrolling interests. While providing services to Beneficient, if applicable, certain of these awards are subject to minimum retained ownership rules requiring the award recipient to continuously hold BMP Equity Units equivalents equal to at least 25% of their cumulatively granted awards that have the minimum retained ownership requirement. The awards are generally non-transferable. Awards under the BMP Equity Incentive Plan that vest ultimately dilute holders of Common Units. As BMP’s equity is not publicly traded, the fair value of the BMP Equity Units is determined on each grant date using a probability-weighted discounted cash flow analysis. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The resultant probability-weighted cash flows are then discounted using a rate that reflects the uncertainty surrounding the expected outcomes, which the Company believes is appropriate and representative of a market participant assumption. Ben Equity Incentive Plan The Board of Directors of Beneficient Management adopted the Ben Equity Incentive Plan in September 2018 (the “Ben Equity Incentive Plan”). Under the Ben Equity Incentive Plan, Ben LP is permitted to grant equity awards, in the form of restricted equity units (“REUs”), among others, representing ownership interests in Common Units. Settled awards under the Ben Equity Incentive Plan dilute holders of Common Units. The total number of Common Units that may be issued under the Ben Equity Incentive Plan is equivalent to 15% of the number of fully diluted Common Units outstanding, subject to annual adjustment. All awards are classified in equity upon issuance. All REUs are subject to two performance conditions, both of which were met during 2019. Additionally, if a change-of-control event occurs prior to July 1, 2021, then all units, vested and unvested, will settle within 60 days. Any transaction whereby GWG Holdings obtains the right to appoint a majority of the members of Beneficient Management’s Board of Directors is expressly excluded from the definition of change-of-control for the REUs. Awards will generally be subject to service-based vesting over a multi-year period from the recipient’s date of hire, though some awards fully vest upon grant date. While providing services to Beneficient, if applicable, certain of these awards are subject to minimum retained ownership rules requiring the award recipient to continuously hold Common Unit equivalents equal to at least 15% of their cumulatively granted awards that have the minimum retained ownership requirement. The holders of certain of the units issued under the BMP Equity Incentive Plan and the Ben Equity Incentive Plan, upon vesting, have the right to convert the units to shares of GWG Holdings common stock per the Exchange Agreement discussed in Note 1. As such, units vested and issued under Beneficient’s equity incentive plans may result in dilution of the common stock of GWG Holdings. As Ben LP’s equity is not publicly traded, the fair value for substantially all of the REUs granted in 2020 was estimated by using the valuation techniques consistent with those utilized to determine the acquisition date equity values arising from GWG Holdings obtaining a controlling financial interest in Beneficient. These valuation techniques relied upon the OPM Backsolve approach under the market method as more fully described in the 2020 Form 10-K. For the REUs granted in the latter portion of 2020 and through June 30, 2021, we utilized valuation techniques consisting of the income approach and market approach. During third quarter 2020, 515,000 units were granted to a senior partner director subject to a performance condition. The performance condition has not been met as of June 30, 2021. As the performance condition of the grant is based on a liquidity event, recognition of the related compensation cost is deferred until the condition has been met. Total unrecognized compensation cost related to this award is approximately $6.4 million as of June 30, 2021. Preferred Equity On April 25, 2019, Preferred Series A Subclass 1 Unit Accounts in BCH, a subsidiary of Ben LP, were assigned to three directors, with each having a capital account balance of $4.0 million, subject to a performance condition, in return for each of the directors providing to BCH their knowledge and abilities in helping with the formation of and capital raising for the Company. BHI, a Ben Founder Affiliate, assigned the Preferred Series A Subclass 1 Unit Accounts it holds in BCH to the directors for those individuals providing services to BCH. Accounting for services provided to the Company but paid by a principal shareholder follows the substance of the transaction and is therefore accounted for similar to a share-based payment in exchange for services rendered. The awards vest upon grant, subject to a performance condition whereby each of the directors must be a board member at the time that a certain level of additional capital is raised. The fair value of the awards at the grant date was estimated at $12.0 million in aggregate. During the fourth quarter of 2019, $4.0 million of the capital account balance was forfeited back to the Company and reverted to BHI upon the departure of a certain director. The performance condition was met during the fourth quarter of 2020 and expense of $11.4 million was recognized and specially allocated to certain Preferred Series A Subclass 1 Unit Account holders on a pro-rata basis based on their capital account balance. The expense recognized upon vesting is reflective of the value calculated after the determination of overall enterprise value in connection with the change of control event discussed in the 2020 Form 10-K. The following table summarizes the award activity, in number of units, for each plan during the six months ended June 30, 2021: Balance at December 31, 2020 Granted Vested Exercised Forfeited/Cancelled Balance at June 30, 2021 Vested Stock Options 629,530 — 9,750 (1,666) (2,334) 635,280 SAR 293,455 13,350 25,741 — — 332,546 RSU — — — — — — BMP Equity Units 11,144,016 21,096 447,328 — (321,986) 11,290,454 REUs 5,078,796 21,096 365,481 — (208,816) 5,256,557 Unvested Stock Options 65,587 — (9,750) — — 55,837 SAR 242,202 94,575 (25,741) — — 311,036 RSU 129,717 3,189 — — (3,189) 129,717 BMP Equity Units 2,230,097 84,384 (447,328) — (80,469) 1,786,684 REUs 2,268,574 84,384 (365,481) — (53,264) 1,934,213 Total Stock Options 695,117 — — (1,666) (2,334) 691,117 SAR 535,657 107,925 — — — 643,582 RSU 129,717 3,189 — — (3,189) 129,717 BMP Equity Units 13,374,113 105,480 — — (402,455) 13,077,138 REUs 7,347,370 105,480 — — (262,080) 7,190,770 The following table presents the components of equity-based compensation expense recognized in the condensed consolidated statement of operations (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Stock options $ 36 $ 38 $ 76 $ 86 Stock appreciation rights 89 (316) 158 (111) Restricted stock units — (299) 31 (38) BMP equity units 1,864 2,172 3,969 39,124 REUs 1,905 2,017 5,012 33,999 Total equity-based compensation $ 3,894 $ 3,612 $ 9,246 $ 73,060 Unrecognized equity-based compensation expense, excluding the expense related to the performance award discussed above, totaled approximately $28.7 million as of June 30, 2021. We currently expect to recognize equity-based compensation expense of $9.3 million during the remainder of 2021, and the remainder thereafter based on scheduled vesting of awards outstanding as of June 30, 2021. The following table presents the equity-based compensation expense expected to be recognized over the next five years based on scheduled vesting of awards outstanding, excluding the award subject to the performance condition discussed above, as of June 30, 2021 (in thousands): Stock Options SAR REUs BMP Equity Units Total Six months ending 2021 $ 31 $ 962 $ 4,246 $ 4,068 $ 9,307 2022 19 296 5,657 5,682 11,654 2023 — 195 3,142 2,728 6,065 2024 — 35 823 724 1,582 2025 — — 31 49 80 2026 — — — — — Total $ 50 $ 1,488 $ 13,899 $ 13,251 $ 28,688 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s income tax provision reflects the activity of GWG Holdings and its subsidiaries, Beneficient Corporate Holdings, LLC and Ben Markets Corporate Holdings, LLC. GWG Holdings and its subsidiaries files a separate tax return from the aforementioned Beneficient entities, but the tax provision information below as of and for the six months ended June 30, 2021 is disclosed on a consolidated basis for financial reporting purposes under applicable GAAP. The Company applies an estimated annual effective rate to interim period pre-tax income to calculate the income tax provision for the quarter in accordance with the principal method prescribed by the accounting guidance established for computing income taxes in interim periods. The Company’s effective tax rate was 0.34% for the six months ended June 30, 2021. The income tax benefit for the three and six months ended June 30, 2021 was $0.2 million and $0.5 million, respectively, compared to $2.0 million and $18.2 million for the three and six months ended June 30, 2020, respectively. The effective tax rate differs from the statutory U.S. federal income tax rate of 21% primarily due to valuation allowances recorded on the current year losses, offset by a current state tax expense. The income tax benefit for the three and six months ended June 30, 2021 reflects adjustments to the deferred tax liability for specific expense allocations to the holders of the Preferred Series A Subclass 1 Unit Accounts and deferred federal income tax benefit related to Beneficient’s losses, offset by current state tax expense of GWG Holdings. The Company currently records a valuation allowance against its deferred tax assets that cannot be realized solely by the future reversal of existing temporary differences. Due to the uncertain timing of the reversal of certain of these taxable temporary differences due to the constraint described below, they cannot be considered as a source of future taxable income for purposes |
Loss per Common Share
Loss per Common Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Loss per Common Share | Loss per Common Share The computations of basic and diluted income (loss) attributable to common shareholders per share for the three and six months ended June 30, 2021 and 2020 are as follows (in thousands, except share data and per share data): Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator: Net loss attributable to common shareholders $ (64,871) $ (24,254) $ (119,303) $ (71,577) Denominator: Basic – weighted average common shares outstanding 20,757,400 30,536,830 20,758,431 30,535,811 Effect of dilutive securities — — — — Diluted – weighted average common shares outstanding 20,757,400 30,536,830 20,758,431 30,535,811 Basic loss per common share $ (3.13) $ (0.79) $ (5.75) $ (2.34) Diluted loss per common share $ (3.13) $ (0.79) $ (5.75) $ (2.34) For the three months ended June 30, 2021 and 2020, RPS, RPS 2, restricted stock units, and stock options for a potential 2,039,951 and 2,368,178 shares, respectively, were not included in the calculation of diluted earnings per share because we recorded a net loss during these periods and the effects were anti-dilutive. For the six months ended June 30, 2021 and 2020, RPS, RPS 2, restricted stock units, and stock options for a potential 2,045,510 and 2,455,922 shares, respectively, were not included in the calculation of diluted earnings per share because we recorded a net loss during these periods and the effects were anti-dilutive. Potentially dilutive instruments issued by Ben LP that are ultimately exchangeable into GWG common stock were also excluded from the calculation of diluted earnings per share for the three and six months ended June 30, 2021 and 2020 because we recorded a net loss during these periods and the effects were anti-dilutive. |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company has two reportable segments consisting of Secondary Life Insurance and Beneficient. Corporate & Other includes certain activities not allocated to specific business segments. These activities include holding company financing and investing activities, management and administrative services to support the overall operations of the Company, and GWG Holdings’ equity method investment in FOXO. The Secondary Life Insurance segment seeks to earn non-correlated yield from our portfolio of life insurance policies. Our Beneficient segment consists of the assets and operations of Ben LP and its subsidiaries. Ben LP provides a variety of trust services, liquidity products for owners of alternative assets and illiquid investment funds, and other financial services to MHNW individuals. The Corporate & Other category consists of unallocated corporate overhead and administrative costs and the operations of operating segments that do not meet the quantitative criteria to be separately reported. These segments are differentiated by the products and services they offer as well as by the information used by the Company’s chief operating decision maker to determine allocation of resources and assess performance. Earnings before taxes (“EBT”) is the measure of profitability used by management to assess performance of its segments and allocate resources. Segment EBT represents net income (loss) excluding income taxes and includes earnings (loss) from equity method investments. Information on reportable segments is as follows (in thousands): Three Months Ended Six Months Ended Revenue: 2021 2020 2021 2020 Secondary Life Insurance $ (4,073) $ 15,230 $ 3,099 $ 30,378 Beneficient (219) 13,672 368 21,336 Corporate & Other 6 16 6 16 Total $ (4,286) $ 28,918 $ 3,473 $ 51,730 Three Months Ended Six Months Ended Interest Expense: 2021 2020 2021 2020 Secondary Life Insurance $ 30,460 $ 24,346 $ 58,079 $ 47,039 Beneficient 11,667 12,796 25,430 25,974 Total $ 42,127 $ 37,142 $ 83,509 $ 73,013 Three Months Ended Six Months Ended Segment EBT: 2021 2020 2021 2020 Secondary Life Insurance $ (36,199) $ (12,446) $ (58,588) $ (27,167) Beneficient (29,281) (15,218) (60,874) (95,412) Corporate & Other (10,899) (6,424) (24,209) (13,577) Total Segment EBT (76,379) (34,088) (143,671) (136,156) Income tax benefit (196) (2,018) (482) (18,163) Net loss $ (76,183) $ (32,070) $ (143,189) $ (117,993) Total Assets: June 30, 2021 December 31, 2020 Secondary Life Insurance $ 876,783 $ 886,739 Beneficient 2,618,038 2,662,630 Corporate & Other 9,621 15,588 Total $ 3,504,442 $ 3,564,957 The total assets of the Beneficient segment at both June 30, 2021 and December 31, 2020 includes goodwill of $2.4 billion, which represents all of the goodwill on the Company’s condensed consolidated balance sheet as of the end of each reporting period. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and 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. Commitments — GWG Holdings is committed to contribute an additional $1.3 million to FOXO through October 2021, all of which has been contributed through such date. The ExAlt Trusts had $35.6 million of potential gross capital commitments as of both June 30, 2021 and December 31, 2020, respectively, representing potential limited partner capital funding commitments on the interests in alternative asset funds. This is the amount above any existing cash reserves for such capital funding commitments. The ExAlt Trusts holding the interest in the limited partnership for the alternative asset fund is required to fund these limited partner capital commitments per the terms of the limited partnership agreement. Capital funding commitment reserves are maintained by the associated trusts within the ExAlt Plan TM created at the origination of each trust for up to $0.1 million. To the extent that the associated ExAlt Trusts cannot pay the capital funding commitment, Beneficient is obligated to lend the associated ExAlt Trust sufficient funds to meet the commitment, pursuant to the terms of the respective ExAlt Loan. Any amounts advanced by Beneficient to the ExAlt Trusts for these limited partner capital funding commitments, pursuant to the terms of the respective ExAlt Loan, above the associated capital funding commitment reserves held by the associated ExAlt Trusts are added to the ExAlt Loan balance between Beneficient and the ExAlt Trusts and are expected to be recouped through the cash distributions from the alternative asset fund that collateralizes such ExAlt Loan. Capital commitments generally originate from limited partner agreements having fixed or expiring expiration dates. The total limited partner capital funding commitment amounts may not necessarily represent future cash requirements. Beneficient considers the creditworthiness of the investments on a case-by-case basis. At both June 30, 2021 and December 31, 2020, Beneficient had no reserves for losses on unused commitments to fund potential limited partner capital funding commitments. Investigation — On October 6, 2020, GWG Holdings received a subpoena to produce documents from the Chicago office of the SEC’s Division of Enforcement, informing the Company of the existence of a non-public, fact-finding investigation into GWG Holdings. Since the initial subpoena, GWG Holdings has received subsequent subpoenas from the SEC for additional information. The requested information from the SEC has primarily related to GWG Holdings’ investment products, including its L Bonds, as well as various accounting matters. among them, the consolidation for financial reporting purposes of Beneficient by GWG Holdings, goodwill valuation, and the accounting related to the ExAlt Trusts, related party transactions, life insurance policies, and the calculation of the debt-coverage ratio. Until receipt of the initial subpoena on October 6, 2020, GWG Holdings had no previous communication with the SEC related to these issues and was unaware of this investigation. The Company is fully cooperating with the SEC in this investigation. The Company is currently unable to predict when this matter will be resolved or what further action, if any, the SEC may take in connection with it. As such, the Company cannot predict with certainty the outcome or effect of any such investigation or whether it will lead to any claim or litigation. |
Concentration
Concentration | 6 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentration | Concentration Life Insurance Carriers Our portfolio consists of purchased life insurance policies written by life insurance companies rated investment-grade by third-party rating agencies, including A.M. Best Company, Standard & Poor’s, and Moody’s. As a result, there may be concentrations of policies with certain life insurance companies. The following summarizes the aggregate face value of insurance policies with specific life insurance companies exceeding 10% of the total face value of our portfolio. Life Insurance Company June 30, 2021 December 31, 2020 John Hancock Life Insurance Company 13.69 % 14.72 % The Lincoln National Life Insurance Company 11.30 % 11.20 % Equitable Financial Life Insurance Company 10.91 % 10.57 % The following summarizes the number of insurance policies held in specific states exceeding 10% of the total face value held by our portfolio: State of Residence June 30, 2021 December 31, 2020 California 17.82 % 18.05 % Florida 15.35 % 14.93 % Alternative Assets Industries Beneficient’s underlying portfolio companies primarily operate in the United States and Western Europe, with the largest percentage, based on NAV, operating in diversified financials, telecommunications services, food and staples retailing, software and services, and utilities . |
Subsequent Events and Other Mat
Subsequent Events and Other Matters | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events and Other Matters | Subsequent Events and Other Matters L Bond Suspension We temporarily suspended the offering of GWG Holdings’ L Bonds, commencing April 16, 2021, as a result of our delay in filing certain periodic reports with the SEC, including this Quarterly Report on Form 10-Q. We anticipate recommencing the offering of GWG Holdings’ L Bonds when we regain compliance with SEC filing requirements. Beneficient’s Conditional Kansas Charter In April 2021, the Kansas Legislature adopted, and the governor of Kansas signed into law, a bill that would allow for the chartering and creation of Kansas trust companies, known as TEFFIs, that provide fiduciary financing (e.g., lending to ExAlt Trusts), custodian and trustee services, in all capacities pursuant to statutory fiduciary powers, to investors and other participants in the alternative assets market, as well as the establishment of alternative asset trusts. The legislation became effective on July 1, 2021 and designates BFF as the pilot trust company under the TEFFI legislation. A conditional trust charter was issued by the Kansas Bank Commissioner to a subsidiary of Ben LP on July 1, 2021. Under the pilot program, BFF will not be authorized to exercise its fiduciary powers as a TEFFI until the earlier of the date the Kansas Bank Commissioner promulgates applicable rules and regulations or December 31, 2021 or. The bill also permits the Kansas Bank Commissioner to request a six-month extension of the pilot program period, which could delay Beneficient’s permission to exercise of fiduciary powers under the charter until July 1, 2022. National Founders LP Credit Agreement On August 11, 2021, GWG DLP Funding VI, LLC, a Delaware limited liability company (“DLP VI”), entered into a Credit Agreement (the “NF Credit Agreement”) with each lender from time to time party thereto and National Founders LP, a Delaware limited partnership, as the administrative agent (the credit facility evidenced by such NF Credit Agreement, the “NF Credit Facility”). DLP VI is a wholly owned subsidiary of GWG DLP Funding Holdings VI, LLC, a Delaware limited liability company (the “DLP Holdings VI”). DLP Holdings VI is a wholly owned subsidiary of GWG Life. On August 11, 2021, a one-time advance of approximately $107.6 million was made to the DLP VI under the NF Credit Facility with a scheduled maturity date of August 11, 2031. Amounts borrowed under the NF Credit Facility bear interest on each day on the outstanding principal amount on such day at a per annum rate, determined on a daily basis, generally equal to 5.5% up to a 65% of the loan to value percent as calculated in accordance with the NF Credit Agreement, and 7.0% on anything above that loan to value percent. In particular, amounts borrowed under the NF Credit Facility bear interest on each day on the outstanding principal amount on such day at a per annum rate equal to the Interest Rate as of such day, or the Default Rate as of such day if an event of default has occurred and is continuing. The “Interest Rate” as of such day is equal to the sum of: (a) the percentage equal to (i) the Non-Higher Rate Factor as of such date of determination multiplied by (ii) 5.50%; and (b) the percentage equal to (i) the Higher Rate Factor as of such date of determination multiplied by (ii) 7.00%. “Non-Higher Rate Factor” means, as of any date of determination, the percentage equal to (i) 100% minus (ii) the Higher Rate Factor as of such date of determination, and “Higher Rate Factor” means, as of any date of determination, the percentage equal to (i) the greater of (a) the amount equal to (1) the LTV Percentage (as defined in the NF Credit Agreement) as of such date of determination minus (2) 65% and (b) zero percent divided by (ii) the LTV Percentage as of such date of determination. The “Default Rate” as of such day is equal to the sum of: (a) the Interest Rate as of such day and (b) 2.00%. Interest payments are made on a monthly basis. Under the NF Credit Facility, each of DLP VI and DLP Holdings VI has granted the administrative agent, for the benefit of the lenders under the agreement, a security interest in substantially all of GWG Holdings’ remaining life insurance policy assets not pledged by DLP IV under its LNV Credit Facility. In addition, amounts owing under the NF Credit Facility have been guaranteed by GWG Holdings upon the occurrence of a Guarantee Trigger Event (as defined in the guarantee), including certain bankruptcy events related to the DLP VI or DLP Holdings VI or a Change in Control (as defined in the NF Credit Agreement). A portion of the proceeds from the funding under the NF Credit Facility was used to purchase life insurance policies that were owned by DLP IV, which used the funds to repay the most recent advance of $52.5 million plus interest and penalties under the LNV Credit Facility described above. At August 11, 2021, the aggregate face value of life insurance policies owned by DLP VI, was approximately $433.1 million. As of such date, the aggregate face value of life insurance policies owned by DLP IV was approximately $1.42 billion. GWG Holdings secures L Bonds with a pledge of collateral security in its ownership interests in GWG Life and GWG Holdings’ other direct subsidiaries; GWG Life’s ownership in its direct subsidiaries that own directly or indirectly a large actuarially diverse portfolio of life insurance policies of highly rated insurance companies; and investments in Beneficient. Subsequent to entering into the NF Credit Facility, substantially all of our life insurance policies are held by DLP IV or DLP VI. The policies held by DLP IV and DLP VI are not direct collateral for the L Bonds as such policies are pledged under the LNV Credit Facility and NF Credit Facility, respectively. Furthermore, L Bonds are secured by a pledge of approximately 4.0 million shares of GWG Holdings’ common stock. GWG Holdings’ most significant assets are cash and its investments in subsidiaries. These assets were not pledged under the NF Credit Facility. The NF Credit Facility has certain financial and nonfinancial covenants, and we were in compliance with these covenants as of the date of this filing. In addition, the NF Credit Facility has certain reporting obligations that require DLP VI to deliver audited annual consolidated financial statements of DLP Holdings VI no later than 150 days after the end of each fiscal year (beginning with the fiscal year ending December 31, 2021) and unaudited quarterly consolidated financial statements of DLP Holdings VI no later than 90 days after the end of each of DLP VI’s first three fiscal quarters (beginning with the fiscal quarter ending September 30, 2021). The NF Credit Facility also has customary events of default for a facility of this type. DLP VI may voluntarily prepay amounts owing under the NF Credit Facility upon payment of all accrued and unpaid interest on such prepaid amounts and payment of the applicable Prepayment Premium (as defined in the NF Credit Agreement). The NF Credit Facility permits DLP VI to pay dividends and distributions from the proceeds of the one-time advance. As a result, the funding under the NF Credit Facility, less amounts used to purchase the life insurance policies from DLP IV, will be available to GWG Holdings and will improve GWG Holdings’ cash position while it works to complete its periodic reporting requirements with the SEC, including this Form 10-Q, which GWG Holdings expects will permit it to resume the issuance of its L Bonds. Non-Binding Term Sheet with Beneficient On August 13, 2021, GWG Holdings, Ben LP, and BCH entered into a non-binding term sheet (the “Term Sheet”) that contemplates a series of transactions, which, if completed, will result in, among other things, (i) GWG Holdings receiving certain proposed enhancements to its investments in Beneficient; (ii) GWG Holdings no longer having the right to appoint directors of the board of directors of Beneficient Management; and (iii) Beneficient no longer being a consolidated subsidiary of GWG Holdings. The Term Sheet and related negotiations are a part of ongoing efforts by management and the Board of Directors of GWG Holdings to maximize the value of GWG Holdings’ and GWG Life’s investment in Beneficient. The Company believes that returning control of Beneficient is a necessary step for Ben LP to establish one of its operating subsidiaries as a TEFFI under the Kansas Technology-Enabled Fiduciary Financial Institutions Act (the “TEFFI Act”), which is important to Beneficient’s long-term business objective of providing liquidity and other services to holders of alternative assets. Until the definitive documentation is finalized and executed, each of these provisions is non-binding and is subject to change in all respects, including as a result of additional diligence, the further discharge of fiduciary duties, and the negotiation of definitive documentation. The Company has begun working on definitive documentation to implement the Term Sheet with Ben LP and is working to complete such definitive documentation during the fourth quarter of 2021, although there can be no assurance definitive documentation will be completed by then, or at all. If Ben LP becomes an independent company pursuant to the terms of the Term Sheet, the Company expects that Ben LP would reduce its reliance on GWG Holdings to fund its operations and would raise future capital from other sources. Beneficient’s capital raising efforts may include the issuance of equity or debt of Ben LP or one of its subsidiaries, and the newly issued securities may be dilutive to GWG Holdings’ and GWG Life’s investment in Ben LP and BCH and may include preferential terms relative to GWG Holdings’ and GWG Life’s investments in Ben LP and BCH. GWG Holdings and GWG Life would still retain a substantial investment in Beneficient. Fourth Amended and Restated Senior Credit Facility with LNV Corporation On September 7, 2021, DLP IV entered into a Fourth Amended and Restated 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 “Fourth LNV Credit Facility”). The Fourth LNV Credit Facility replaced the Third LNV Credit Facility, that previously governed the Company’s senior credit facility. The Fourth LNV Credit Facility resulted in an additional advance of $30.3 million from LNV Corporation, paid on September 7, 2021. Under the Fourth LNV Credit Facility, all advances bear interest at a rate of the Benchmark Rate plus the Applicable Margin, or the Default Rate if an event of default has occurred and is continuing. For purposes of the Fourth LNV Credit Facility, (i) the Benchmark Rate is the greater of (a) the sum of (i) the Federal Funds Rate plus (ii) one-half of one percent (0.50%) and (b) one and one half of one percent (1.50%); (ii) the Applicable Margin is seven and one half percent (7.50%); and (iii) the Default Rate is the Benchmark Rate plus nine and one half percent (9.50%). Amendment to Beneficient’s Credit Agreements Effective July 15, 2021, Beneficient executed Consent and Amendment No. 3 to the Second Amended and Restated Credit Agreement and Amendment No. 2 to the Second Amended and Restated Subordinate Credit Agreement with its lender, which (i) deferred the payment of all accrued and unpaid interest until December 10, 2021, and (ii) deferred the installment payment of $5.0 million due on September 10, 2021, to December 10, 2021. Beneficient agreed to pay an amendment fee to the lender in an amount equal to 3% of the then outstanding principal and interest on December 10, 2021. COVID-19 In December 2019, a novel strain of coronavirus and the associated respiratory disease (“COVID-19”) was first reported in Wuhan, China. Less than four months later, on March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The extent of COVID-19’s effect on the Company’s operational and financial performance will depend on continuing developments, including the duration, spread and intensity of the pandemic, all of which are uncertain and difficult to predict considering the rapidly evolving landscape. Although a substantial majority of our employees continue to work remotely, we have maintained our operations at or near normal levels. We have not experienced any significant disruptions due to operational issues, loss of communication capabilities, technology failure or cyber-attacks. The Company continues to raise capital, receive distributions from alternative assets and insurance policy benefits, pay interest and dividends and otherwise meet its ongoing obligations. However, depending on the extent of the ongoing economic crisis resulting from the pandemic and its impact on the Company’s business, the pandemic could have a material adverse effect on our results of operations, financial condition and cash flows. Policy Benefits and L Bonds Subsequent to June 30, 2021 through October 15, 2021, policy bene fits on 33 policies covering 30 individuals have been realized. The face value of insurance benefits of these policies was $44.8 million. GWG Holdings issued approximately $191.6 million L Bonds in the current year through April 16, 2021, the date we temporarily suspended GWG Holdings’ L Bond offering. No L Bonds have been sold since April 16, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restatement and Reclassification | Restatement — The Company restated its previously issued (i) consolidated balance sheet as of December 31, 2019, included in its Annual Report on Form 10-K for the year ended December 31, 2019 and (ii) the consolidated statement of operations, (iii) the consolidated statement of changes in stockholders’ equity, and (iv) the consolidated statement of cash flows for the year ended December 31, 2019, included in its Annual Report on Form 10-K for the year ended December 31, 2019, (the “Restatement”) as part of its 2020 Form 10-K. The Restatement also impacted each of the quarters for the periods beginning with GWG Holdings, Inc.’s consolidation with The Beneficient Company Group, L.P. (“Ben LP,” including all of the subsidiaries it may have from time to time — “Beneficient”) as of December 31, 2019 through the quarter ended September 30, 2020. The historical interim periods included in this Form 10-Q have been restated to reflect the Restatement. Reclassification — Certain prior year amounts have been reclassified for consistency with the current year presentation. Specifically, payments for issuances of L Bonds were previously combined with payments for redemptions of L Bonds in the condensed consolidated statements of cash flows. These payments are now presented separately within the cash flows from financing activities section. This change had no effect on the reported net cash flows provided by financing activities. Additionally, amortization of debt premiums were previously presented separately. This is now combined with amortization of deferred financing and issuance costs. This change had no effect on the reported net cash flows used by operating activities. |
Basis of Presentation | Basis of Presentation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) requirements for interim reporting, which allows certain footnotes and other financial information normally required by Generally Accepted Accounting Principles in the United States of America (“GAAP”) to be condensed or omitted. In our opinion, the condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary for the fair presentation of the Company’s financial position and results of operations. These statements should be read in conjunction with the consolidated financial statements and notes included in our 2020 Form 10-K. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Significant accounting policies are detailed in Note 2 to the consolidated financial statements included in the Company’s 2020 Form 10-K. There are no new or revised significant accounting policies as of June 30, 2021. |
Use of Estimates | Use of Estimates — The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make significant estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenue during the reporting period. Management regularly evaluates estimates and assumptions, which are based on current facts, historical experience, management’s judgment, and various other factors that we believe to be reasonable under the circumstances. Our actual results may differ materially and adversely from our estimates. Material estimates that are particularly susceptible to change, in the near term, relate to: (1) determining the assumptions used in estimating the fair value of our investments in life insurance policies, (2) determining the grant date fair value for equity-based compensation awards, (3) determining the allocation of income (loss) to Beneficient’s equity holders, and (4) evaluation of potential impairment of goodwill and other intangibles. As it relates to the goodwill intangible asset, in light of Beneficient’s significant recurring losses from operations, negative cash flows from operations, and delays in executing its business plans, management plans to engage a third-party valuation firm to assist in performing a quantitative goodwill impairment test in the fourth quarter of 2021. The valuation work related to the goodwill intangible is not complete, and we expect the work to be completed before the filing of our 2021 annual financial statements. While management has implemented strategies to execute its business plans, a failure to execute our business plans or adverse market changes in the future could result in changes in management’s forecasts, which could result in a decline in estimated fair value of the Beneficient reporting unit and would result in an impairment of our goodwill intangible. Key assumptions in our quantitative goodwill impairment test include assumptions regarding Ben LP’s ability to raise substantial amounts of capital as disclosed in the 2020 Form 10-K. Beneficient is actively engaged in capital raising efforts that may include the issuance of equity or debt of Ben LP or one of its subsidiaries and has received non-binding indications of interest from potential investors. The outcome of Ben LP’s capital raising efforts will have a direct impact on management’s forecasts |
Newly Adopted and Not Yet Adopted Accounting Pronouncements | Newly Adopted Accounting Pronouncements — On January 1, 2021, we adopted Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes (Topic 740) . The amendments in ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The adoption of this standard did not have a material impact on the consolidated financial statements and disclosures. Accounting Pronouncements Issued But Not Yet Adopted — In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans. There have been numerous codification improvements and technical corrections issued through subsequent ASUs since the issuance of ASU No. 2016-13. The standard requires entities to use a new, forward-looking “expected loss” model that is expected to generally result in the earlier recognition of allowances for losses. The guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those years, for smaller reporting companies, as defined by the SEC, but early adoption is permitted. The Company is evaluating the potential impact of this guidance on our consolidated financial statements. ASU 2020-04, Reference Rate Reform (Topic 848) was issued in March 2020. The amendments in Topic 848 provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Topic 848 can be applied by all entities as of the beginning of the interim period that includes March 12, 2020, or any date thereafter, and entities may elect to apply the amendments prospectively through December 31, 2022. The Company did not utilize the optional expedients and exceptions provided by this standard during the six months ended June 30, 2021. The Company is evaluating the impact of this standard on its consolidated financial statements and disclosures. ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06) was issued in August 2020. The amendments in ASU 2020-06 simplify the accounting for convertible instruments by removing major separation models and removing certain settlement condition qualifiers for the derivatives scope exception for contracts in an entity’s own equity, and simplify the related diluted net income per share calculation for both Subtopics. ASU 2020-06 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, for smaller reporting companies, as defined by the SEC. The Company is evaluating the impact of this ASU on its consolidated financial statements and disclosures. |
Investment in Life Insurance _2
Investment in Life Insurance Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments, All Other Investments [Abstract] | |
Schedule of life insurance portfolio | Our portfolio of life insurance policies, owned by GWG Holdings’ subsidiaries as of June 30, 2021, is summarized below: Life Insurance Portfolio Summary Total life insurance portfolio face value of policy benefits (in thousands) $ 1,844,466 Average face value per insured life (in thousands) $ 1,975 Average life expectancy estimate (years)* 7.0 Total number of policies 1,010 Number of unique lives 934 Demographics 74% Male; 26% Female Number of smokers 39 Largest policy as % of total portfolio face value 0.7 % Average policy as % of total portfolio face value 0.1 % Average annual premium as % of face value 4.0 % __________________________________ (*) Averages presented in the table are weighted averages by face amount of policy benefits. |
Summary of policies organized by estimated life expectancy rates | A summary of our policies organized according to their estimated life expectancy dates, grouped by year, as of the reporting date, is as follows (dollars in thousands): As of June 30, 2021 As of December 31, 2020 Years Ending December 31, Number of Policies Estimated Fair Value Face Value Number of Policies Estimated Fair Value Face Value Six months ending December 31, 2021 2 $ 3,227 $ 3,250 15 $ 19,429 $ 22,298 2022 35 45,020 55,805 62 66,657 88,698 2023 85 97,440 140,913 106 113,926 178,983 2024 119 128,208 216,264 119 130,280 229,815 2025 109 105,489 215,424 111 85,842 187,042 2026 118 90,821 205,976 115 100,280 237,632 Thereafter 542 299,821 1,006,834 530 275,497 956,247 Totals 1,010 $ 770,026 $ 1,844,466 1,058 $ 791,911 $ 1,900,715 |
Schedule of reconciliation of gain (loss) on life insurance policies | A reconciliation of gain (loss) on life insurance policies is as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Change in estimated probabilistic cash flows (1) $ 13,863 $ 15,349 $ 27,110 $ 33,200 Premiums and other annual fees (18,486) (17,626) (37,121) (34,825) Change in life expectancy evaluation 2,337 — 2,337 — Change in PMM (16,386) — (16,386) — Face value of matured policies 35,485 39,889 61,445 65,391 Fair value of matured policies (21,286) (22,824) (34,946) (34,533) Gain (loss) on life insurance policies, net $ (4,473) $ 14,788 $ 2,439 $ 29,233 ___________________________________________ (1) Change in fair value of expected future cash flows relating to our investment in life insurance policies that are not specifically attributable to changes in life expectancy, discount rate changes or policy maturity events. |
Schedule of estimate that premium payments and servicing fees required to maintain our current portfolio of life insurance policies | Estimated 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 (in thousands): Years Ending December 31, Premiums Servicing Total Six months ending December 31, 2021 $ 33,160 $ 697 $ 33,857 2022 85,141 1,394 86,535 2023 96,780 1,394 98,174 2024 106,033 1,394 107,427 2025 117,865 1,394 119,259 2026 130,158 1,394 131,552 $ 569,137 $ 7,667 $ 576,804 |
Investments in Alternative As_2
Investments in Alternative Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments [Abstract] | |
Investment | Our portfolio of alternative investments, held by certain of the ExAlt Trust subsidiaries by asset class of each fund as of June 30, 2021 and December 31, 2020, is summarized below: Alternative Investments Portfolio Summary (1) June 30, 2021 December 31, 2020 Asset Class Value Unfunded Commitments Value Unfunded Commitments Venture Capital $ 111,317 $ 1,529 $ 123,021 $ 1,659 Private Equity 95,633 33,485 92,316 33,387 Private Real Estate 1,956 270 2,118 269 Other (2) 3,588 295 4,439 294 Total $ 212,494 $ 35,579 $ 221,894 $ 35,609 (1) Amounts presented in the table exclude the collateral resulting from the Collateral Swap, including GWG Holdings’ common stock valued at $84.6 million, 543,874 shares of Ben Common Units valued at $6.8 million, and GWG L Bonds due 2023 in the aggregate principal amount of $94.8 million, all of which are eliminated in consolidation. (2) “Other” includes private debt strategies, natural resources strategies, and hedge funds. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial assets and liabilities carried at fair value on a recurring basis | The Company’s financial assets and liabilities carried at fair value on a recurring basis, including the level in the fair value hierarchy, on June 30, 2021 and December 31, 2020 are presented below (in thousands). As of June 30, 2021 Level 1 Level 2 Level 3 Total Assets: Investments in put options $ 2,764 $ — $ — $ 2,764 Investments in life insurance policies — — 770,026 770,026 As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Investments in put options $ 7,017 $ — $ — $ 7,017 Investments in life insurance policies — — 791,911 791,911 |
Reconciliation of level 3 investments | The following table reconciles the beginning and ending fair value of our Level 3 repurchase options (in thousands). The three months ended June 30, 2021, is not presented as the repurchase options, all of which were unexercised, expired during the third and fourth quarters of 2020, which is recognized in the investment income (loss) line item of the condensed consolidated statement of operations. Additionally, during the three and six months ended June 30, 2020, $18.0 million and $20.1 million of loss, respectively. was recognized from changes in NAV, which is recorded within investment income (loss) on our consolidated statements of operations. Three Months Ended Six Months Ended Beginning balance $ 52,052 $ 61,664 Total (gain) loss in earnings (1) 4,608 (5,004) Purchases — — Settlements — — Ending balance $ 56,660 $ 56,660 _______________________________________ (1) Net change in fair value. The following table reconciles the beginning and ending fair value of our Level 3 investments in our portfolio of life insurance policies (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Beginning balance $ 791,499 $ 802,181 $ 791,911 $ 796,039 Total gain (loss) in earnings (1) (11,399) 5,278 (3,237) 17,456 Settlements (2) (10,074) (12,753) (18,648) (18,789) Ending balance $ 770,026 $ 794,706 $ 770,026 $ 794,706 _________________________________________ (1) Net change in fair value (2) Policy maturities at initial cost basis |
Quantitative information about the significant unobservable inputs | The following table provides quantitative information about the significant unobservable inputs used in the fair value measurement of the Level 3 repurchase options as of June 30, 2020 (dollars in thousands): Valuation Date Fair Value Valuation Methodology Unobservable Inputs Range of Targets June 30, 2020 $ 56,660 Option Pricing Model Alternative asset market discount rate 0.085 Dividend yield .10 - .53 Net asset value growth rates 0.085 Net asset value volatilities 0.24 - 0.45 Restricted exercise period 1 year The following table summarizes the inputs utilized in estimating the fair value of our portfolio of life insurance policies: As of June 30, 2021 As of December 31, 2020 Weighted-average age of insured, years* 83.4 83.1 Age of insured range, years 64-101 63-100 Weighted-average life expectancy, months* 83.4 83.0 Life expectancy range, months 0-240 0-240 Average face amount per policy (in thousands) $ 1,826 $ 1,797 Discount rate 8.25 % 8.25 % _______________________________ (*) Weighted-average by face amount of policy benefits. |
Concentration of risk - change in life expectancy estimates | Life expectancy estimates and market discount rates for a portfolio of life insurance policies are 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%, with all other variables held constant, the fair value of our investment in life insurance policies would increase or decrease as summarized below (in thousands): Change in Life Expectancy Estimates Minus Minus Plus Plus June 30, 2021 $ 114,916 $ 64,431 $ (39,757) $ (90,729) December 31, 2020 $ 97,837 $ 45,536 $ (61,713) $ (114,099) Change in Discount Rate Minus 2% Minus 1% Plus 1% Plus 2% June 30, 2021 $ 78,434 $ 37,411 $ (34,223) $ (65,619) December 31, 2020 $ 82,983 $ 39,560 $ (36,151) $ (69,284) |
Schedule of carrying amounts and estimated fair values of the Company's financial instruments | The carrying amounts and estimated fair values of the Company’s financial instruments not recorded at fair value were as noted in the tables below (in thousands). As of June 30, 2021 Level in Fair Value Hierarchy Carrying Amount Estimated Fair Value Financial assets: Cash, cash equivalents and restricted cash 1 $ 91,451 $ 91,451 Life insurance policy benefits receivable, net 1 25,988 25,988 Financial liabilities: Senior credit facility with LNV Corporation 2 $ 227,137 $ 236,660 L Bonds and Seller Trust L Bonds 1 1,601,117 1,601,117 Debt due to related parties 2 77,248 82,498 Other liabilities 1 51,461 51,461 As of December 31, 2020 Level in Fair Value Hierarchy Carrying Amount Estimated Fair Value Financial assets: Cash, cash equivalents and restricted cash 1 $ 124,160 $ 124,160 Life insurance policy benefits receivable, net 1 14,334 14,334 Financial liabilities: Senior credit facility with LNV Corporation 2 $ 193,730 $ 202,611 L Bonds and Seller Trust L Bonds 1 1,519,006 1,519,006 Debt due to related parties 2 76,260 78,081 Other liabilities 1 50,585 50,585 |
Variable Interest Entities (Tab
Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | The cash flows generated by these VIEs are included within the Company’s consolidated statements of cash flows. The consolidated balance sheets include the following amounts from these consolidated VIEs as of the dates presented (in thousands): June 30, 2021 December 31, 2020 Assets: Cash and cash equivalents $ 2,065 $ 5,965 Restricted cash 5,126 5,386 Investments in alternative assets, at NAV 212,494 221,894 Other assets 1,300 1,273 Total Assets of VIE $ 220,985 $ 234,518 Liabilities: Accounts payable and accrued expense $ 2,345 $ 2,029 Total Liabilities of VIE $ 2,345 $ 2,029 Equity (Deficit): Noncontrolling interest $ (17,246) $ 7,208 Total Equity of VIE $ (17,246) $ 7,208 The consolidated statement of operations for the three and six months ended June 30, 2021 and 2020, includes the following amounts from these consolidated VIEs (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 REVENUE Investment income (loss), net $ 1,773 $ (22,671) $ 3,863 $ (15,115) Interest income — — — 20 TOTAL REVENUE 1,773 (22,671) 3,863 (15,095) EXPENSES Other expenses 146 166 357 167 TOTAL EXPENSES 146 166 357 167 NET INCOME (LOSS) 1,627 (22,837) 3,506 (15,262) Net loss attributable to noncontrolling interests 11,035 33,253 23,867 43,721 NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 12,662 $ 10,416 27,373 28,459 The following table shows the classification, carrying value and maximum exposure to loss with respect to the Company’s unconsolidated VIEs (in thousands): June 30, 2021 December 31, 2020 Carrying Value Maximum Exposure to Loss Carrying Value Maximum Exposure to Loss Total equity method investment $ 4,363 $ 5,613 $ 8,582 $ 12,332 |
Equity Method Investments (Tabl
Equity Method Investments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Rollforward of equity method investment | The following table includes a rollforward of the equity method investment in FOXO (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Beginning balance $ 6,318 $ 5,648 $ 8,582 $ 1,761 Contributions 1,250 3,750 2,500 9,167 Loss on equity method investment (3,435) (1,318) (6,949) (2,848) Other 230 (307) 230 (307) Ending balance $ 4,363 $ 7,773 $ 4,363 $ 7,773 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Other borrowings | As of June 30, 2021 and December 31, 2020, Beneficient had borrowings that consisted of the following (in thousands): June 30, 2021 December 31, 2020 First Lien Credit Agreement $ 2,318 $ 2,288 Second Lien Credit Agreement 73,230 72,260 Other borrowings 2,675 2,628 Unamortized debt discounts (975) (916) Total debt due to related parties $ 77,248 $ 76,260 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of award activity | The following table summarizes the award activity, in number of units, for each plan during the six months ended June 30, 2021: Balance at December 31, 2020 Granted Vested Exercised Forfeited/Cancelled Balance at June 30, 2021 Vested Stock Options 629,530 — 9,750 (1,666) (2,334) 635,280 SAR 293,455 13,350 25,741 — — 332,546 RSU — — — — — — BMP Equity Units 11,144,016 21,096 447,328 — (321,986) 11,290,454 REUs 5,078,796 21,096 365,481 — (208,816) 5,256,557 Unvested Stock Options 65,587 — (9,750) — — 55,837 SAR 242,202 94,575 (25,741) — — 311,036 RSU 129,717 3,189 — — (3,189) 129,717 BMP Equity Units 2,230,097 84,384 (447,328) — (80,469) 1,786,684 REUs 2,268,574 84,384 (365,481) — (53,264) 1,934,213 Total Stock Options 695,117 — — (1,666) (2,334) 691,117 SAR 535,657 107,925 — — — 643,582 RSU 129,717 3,189 — — (3,189) 129,717 BMP Equity Units 13,374,113 105,480 — — (402,455) 13,077,138 REUs 7,347,370 105,480 — — (262,080) 7,190,770 |
Components of equity-based compensation expense | The following table presents the components of equity-based compensation expense recognized in the condensed consolidated statement of operations (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Stock options $ 36 $ 38 $ 76 $ 86 Stock appreciation rights 89 (316) 158 (111) Restricted stock units — (299) 31 (38) BMP equity units 1,864 2,172 3,969 39,124 REUs 1,905 2,017 5,012 33,999 Total equity-based compensation $ 3,894 $ 3,612 $ 9,246 $ 73,060 |
Schedule of equity-based compensation expense vesting of award outstanding | The following table presents the equity-based compensation expense expected to be recognized over the next five years based on scheduled vesting of awards outstanding, excluding the award subject to the performance condition discussed above, as of June 30, 2021 (in thousands): Stock Options SAR REUs BMP Equity Units Total Six months ending 2021 $ 31 $ 962 $ 4,246 $ 4,068 $ 9,307 2022 19 296 5,657 5,682 11,654 2023 — 195 3,142 2,728 6,065 2024 — 35 823 724 1,582 2025 — — 31 49 80 2026 — — — — — Total $ 50 $ 1,488 $ 13,899 $ 13,251 $ 28,688 |
Loss per Common Share (Tables)
Loss per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted income (loss) per share | The computations of basic and diluted income (loss) attributable to common shareholders per share for the three and six months ended June 30, 2021 and 2020 are as follows (in thousands, except share data and per share data): Three Months Ended Six Months Ended 2021 2020 2021 2020 Numerator: Net loss attributable to common shareholders $ (64,871) $ (24,254) $ (119,303) $ (71,577) Denominator: Basic – weighted average common shares outstanding 20,757,400 30,536,830 20,758,431 30,535,811 Effect of dilutive securities — — — — Diluted – weighted average common shares outstanding 20,757,400 30,536,830 20,758,431 30,535,811 Basic loss per common share $ (3.13) $ (0.79) $ (5.75) $ (2.34) Diluted loss per common share $ (3.13) $ (0.79) $ (5.75) $ (2.34) |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment information | Information on reportable segments is as follows (in thousands): Three Months Ended Six Months Ended Revenue: 2021 2020 2021 2020 Secondary Life Insurance $ (4,073) $ 15,230 $ 3,099 $ 30,378 Beneficient (219) 13,672 368 21,336 Corporate & Other 6 16 6 16 Total $ (4,286) $ 28,918 $ 3,473 $ 51,730 Three Months Ended Six Months Ended Interest Expense: 2021 2020 2021 2020 Secondary Life Insurance $ 30,460 $ 24,346 $ 58,079 $ 47,039 Beneficient 11,667 12,796 25,430 25,974 Total $ 42,127 $ 37,142 $ 83,509 $ 73,013 Three Months Ended Six Months Ended Segment EBT: 2021 2020 2021 2020 Secondary Life Insurance $ (36,199) $ (12,446) $ (58,588) $ (27,167) Beneficient (29,281) (15,218) (60,874) (95,412) Corporate & Other (10,899) (6,424) (24,209) (13,577) Total Segment EBT (76,379) (34,088) (143,671) (136,156) Income tax benefit (196) (2,018) (482) (18,163) Net loss $ (76,183) $ (32,070) $ (143,189) $ (117,993) Total Assets: June 30, 2021 December 31, 2020 Secondary Life Insurance $ 876,783 $ 886,739 Beneficient 2,618,038 2,662,630 Corporate & Other 9,621 15,588 Total $ 3,504,442 $ 3,564,957 |
Concentration (Tables)
Concentration (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The following summarizes the aggregate face value of insurance policies with specific life insurance companies exceeding 10% of the total face value of our portfolio. Life Insurance Company June 30, 2021 December 31, 2020 John Hancock Life Insurance Company 13.69 % 14.72 % The Lincoln National Life Insurance Company 11.30 % 11.20 % Equitable Financial Life Insurance Company 10.91 % 10.57 % |
Schedule of the number of insurance contracts | The following summarizes the number of insurance policies held in specific states exceeding 10% of the total face value held by our portfolio: State of Residence June 30, 2021 December 31, 2020 California 17.82 % 18.05 % Florida 15.35 % 14.93 % |
Nature of Business (Details)
Nature of Business (Details) | Sep. 07, 2021USD ($) | Aug. 11, 2021USD ($) | Jun. 28, 2021USD ($) | Jan. 01, 2021$ / shares | Sep. 30, 2020USD ($)shares | Jul. 15, 2020USD ($)day$ / shares | Dec. 31, 2019USD ($)shares | Dec. 28, 2018USD ($)extensionOptionshares | Apr. 15, 2019shares | Sep. 30, 2014shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($)shares | Nov. 12, 2021USD ($) | Jun. 30, 2021USD ($)dayshares | Jun. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / shares | Oct. 15, 2021USD ($) | Aug. 11, 2020USD ($)$ / shares | May 31, 2019USD ($) | Aug. 10, 2018 |
Debt Instrument [Line Items] | ||||||||||||||||||||
Portion allocated to lender (in dollars per share) | $ / shares | $ 0.975 | $ 0.95 | ||||||||||||||||||
Portion allocated to noncontrolling interest holders (in dollars per share) | $ / shares | $ 0.025 | $ 0.05 | ||||||||||||||||||
Average closing price (in usd per share) | $ / shares | $ 12.50 | |||||||||||||||||||
GWG common shares transferred (in shares) | shares | 3,952,155 | |||||||||||||||||||
Change of control event, ownership threshold | 25.00% | 25.00% | 25.00% | |||||||||||||||||
Convertible units, automatic exchange, number of trading days | day | 20 | |||||||||||||||||||
Convertible units, automatic exchange, unit price (in usd per share) | $ / shares | $ 12.75 | |||||||||||||||||||
Investment in alternative assets, fair value | $ 212,494,000 | $ 212,494,000 | $ 221,894,000 | |||||||||||||||||
Treasury stock recognized | $ 42,900,000 | |||||||||||||||||||
(Increase) decrease in noncontrolling interests | (3,400,000) | |||||||||||||||||||
Capital contributions from related party | (46,800,000) | |||||||||||||||||||
Cash, cash equivalents and restricted cash | $ 115,790,000 | 91,451,000 | $ 175,432,000 | 91,451,000 | $ 175,432,000 | 124,160,000 | ||||||||||||||
Net Income (Loss) Available to Common Stockholders, Basic | (64,871,000) | $ (24,254,000) | (119,303,000) | $ (71,577,000) | ||||||||||||||||
Commitment to contribute to FOXO | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Commitment | $ 1,300,000 | $ 1,300,000 | ||||||||||||||||||
LNV Corporation | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds received, net | $ 51,200,000 | |||||||||||||||||||
Subsequent Event | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Cash, cash equivalents and restricted cash | $ 54,300,000 | |||||||||||||||||||
Obligated debt payments | $ 75,500,000 | |||||||||||||||||||
Subsequent Event | National Founders Credit Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
One-time advance paid | $ 107,600,000 | |||||||||||||||||||
Subsequent Event | LNV Corporation | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds received, net | $ 30,300,000 | |||||||||||||||||||
Repayment of advance received, including interest and penalties | $ 56,700,000 | |||||||||||||||||||
Seller Trust L Bonds due 2023 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt, weighted average interest rate | 7.50% | |||||||||||||||||||
Debt eliminated | 94,800,000 | |||||||||||||||||||
Investment Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Shares acquired (in shares) | shares | 666,667 | |||||||||||||||||||
Consideration transferred | $ 79,000,000 | |||||||||||||||||||
Ben LP | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Convertible units, automatic exchange, number of trading days | day | 20 | |||||||||||||||||||
Investment in alternative assets, fair value | $ 94,300,000 | |||||||||||||||||||
Common Stock | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Issuance of stock (in shares) | shares | 27,013,516 | 800,000 | 2,454 | 2,232 | 2,454 | 3,688 | ||||||||||||||
Common stock in treasury (in shares) | shares | 9,837,264 | |||||||||||||||||||
Common stock in treasury | $ 84,600,000 | |||||||||||||||||||
Ben Common Units | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Common stock in treasury (in shares) | shares | 543,874 | |||||||||||||||||||
Common stock in treasury | $ 6,800,000 | |||||||||||||||||||
Ben LP | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Investment (in shares) | shares | 40,505,279 | |||||||||||||||||||
Investment owned | 319,000,000 | $ 57,500,000 | ||||||||||||||||||
FOXO | Commitment to contribute to FOXO | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Commitment | $ 1,300,000 | $ 1,300,000 | ||||||||||||||||||
Pen Indemnity Insurance Company, LTD | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Loans contributed | $ 129,200,000 | |||||||||||||||||||
Affiliated Entity | Ben LP | Commercial Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Notes and interest receivable | $ 192,500,000 | |||||||||||||||||||
Commercial loan, number of extensions | extensionOption | 2 | |||||||||||||||||||
Commercial loan, term | 5 years | |||||||||||||||||||
Commercial loan, interest rate | 5.00% | |||||||||||||||||||
Commercial loan, interest rate, due and payable monthly | 0.025 | |||||||||||||||||||
Commercial loan, interest rate, due at maturity | 0.025 | |||||||||||||||||||
Affiliated Entity | LiquidTrust borrowers | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Commercial loan, interest rate | 7.00% | 7.00% | ||||||||||||||||||
Loan amount | 65,100,000 | $ 65,000,000 | ||||||||||||||||||
Affiliated Entity | LiquidTrust borrowers | Beneficient Company Holdings Preferred C Investment | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Conversion of note receivable to capital | 75,000,000 | |||||||||||||||||||
Conversion of note receivable, additional potential capital interests | $ 5,000,000 | |||||||||||||||||||
Seller Trusts and Beneficient | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Shares acquired (in shares) | shares | 40,505,279 | |||||||||||||||||||
Ownership interest | 89.90% | |||||||||||||||||||
BCH | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Ownership Interest | 100.00% | 100.00% | ||||||||||||||||||
Series A Preferred Stock | Ben LP | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Partners' capital | $ 1,600,000,000 | |||||||||||||||||||
Preferred Series C Unit Accounts | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Convertible units, automatic exchange, minimum required capital account if all units not converted | $ 10,000,000 | |||||||||||||||||||
Seller Trust L Bonds due 2023 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Principal amount | $ 366,900,000 | |||||||||||||||||||
Debt, weighted average interest rate | 7.50% |
Restrictions on Cash (Details)
Restrictions on Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 22,162 | $ 38,911 |
LNV Corporation | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | 17,000 | 33,500 |
Capital Call And Administrative Reserves | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash | $ 5,100 | $ 5,400 |
Investment in Life Insurance _3
Investment in Life Insurance Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Adjustment to value of life insurance portfolio | $ 16.4 | ||||
Face value benefits, maximum | 1 | $ 1 | |||
Benefits recognized from insurance policies | 35.5 | $ 39.9 | 61.4 | $ 65.4 | |
Carrying value of life insurance policies | 10.1 | 12.8 | 18.6 | 18.8 | |
Realized gains from life insurance policies | $ 25.4 | $ 27.1 | $ 42.8 | $ 46.6 | |
Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Discount rate applied to portfolio | 8.25% | 8.25% | 8.25% |
Investment in Life Insurance _4
Investment in Life Insurance Policies - Portfolio Information (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021USD ($)lifepolicysmoker | Dec. 31, 2020USD ($)policy | |
Investments, All Other Investments [Abstract] | ||
Total life insurance portfolio face value of policy benefits | $ 1,844,466 | $ 1,900,715 |
Average face value per insured life | $ 1,975 | |
Weighted average life expectancy estimate | 7 years | |
Total number of policies | policy | 1,010 | 1,058 |
Number of unique lives | life | 934 | |
Demographics, percent male | 74.00% | |
Demographics, percent female | 26.00% | |
Number of smokers | smoker | 39 | |
Largest policy as % of total portfolio face value | 0.70% | |
Average policy as % of total portfolio face value | 0.10% | |
Average annual premium as % of face value | 4.00% |
Investment in Life Insurance _5
Investment in Life Insurance Policies - Summary of Policies by Estimated Life Expectancy (Details) $ in Thousands | Jun. 30, 2021USD ($)policy | Dec. 31, 2020USD ($)policy |
Number of Policies | ||
Six months ending December 31, 2021 | policy | 2 | 15 |
2022 | policy | 35 | 62 |
2023 | policy | 85 | 106 |
2024 | policy | 119 | 119 |
2025 | policy | 109 | 111 |
2026 | policy | 118 | 115 |
Thereafter | policy | 542 | 530 |
Totals | policy | 1,010 | 1,058 |
Estimated Fair Value | ||
Six months ending December 31, 2021 | $ 3,227 | $ 19,429 |
2022 | 45,020 | 66,657 |
2023 | 97,440 | 113,926 |
2024 | 128,208 | 130,280 |
2025 | 105,489 | 85,842 |
2026 | 90,821 | 100,280 |
Thereafter | 299,821 | 275,497 |
Totals | 770,026 | 791,911 |
Face Value | ||
Six months ending December 31, 2021 | 3,250 | 22,298 |
2022 | 55,805 | 88,698 |
2023 | 140,913 | 178,983 |
2024 | 216,264 | 229,815 |
2025 | 215,424 | 187,042 |
2026 | 205,976 | 237,632 |
Thereafter | 1,006,834 | 956,247 |
Totals | $ 1,844,466 | $ 1,900,715 |
Investment in Life Insurance _6
Investment in Life Insurance Policies - Reconciliation of Gain (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Life Settlement Contracts, Fair Value Method, Gain (Loss) [Abstract] | ||||
Change in estimated probabilistic cash flows | $ 13,863 | $ 15,349 | $ 27,110 | $ 33,200 |
Premiums and other annual fees | (18,486) | (17,626) | (37,121) | (34,825) |
Change in life expectancy evaluation | 2,337 | 0 | 2,337 | 0 |
Change in PMM | (16,386) | 0 | (16,386) | 0 |
Face value of matured policies | 35,485 | 39,889 | 61,445 | 65,391 |
Fair value of matured policies | (21,286) | (22,824) | (34,946) | (34,533) |
Gain (loss) on life insurance policies, net | $ (4,473) | $ 14,788 | $ 2,439 | $ 29,233 |
Investment in Life Insurance _7
Investment in Life Insurance Policies - Estimated Future Premium Payments and Servicing Fees (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Premiums | |
Life Settlement Contracts, Investment Method, Premiums to be Paid, Fiscal Year Maturity [Abstract] | |
Six months ending December 31, 2021 | $ 33,160 |
2022 | 85,141 |
2023 | 96,780 |
2024 | 106,033 |
2025 | 117,865 |
2026 | 130,158 |
Total | 569,137 |
Servicing | |
Life Settlement Contracts, Investment Method, Premiums to be Paid, Fiscal Year Maturity [Abstract] | |
Six months ending December 31, 2021 | 697 |
2022 | 1,394 |
2023 | 1,394 |
2024 | 1,394 |
2025 | 1,394 |
2026 | 1,394 |
Total | 7,667 |
Total | |
Life Settlement Contracts, Investment Method, Premiums to be Paid, Fiscal Year Maturity [Abstract] | |
Six months ending December 31, 2021 | 33,857 |
2022 | 86,535 |
2023 | 98,174 |
2024 | 107,427 |
2025 | 119,259 |
2026 | 131,552 |
Total | $ 576,804 |
Investments in Alternative As_3
Investments in Alternative Assets (Details) $ in Thousands | Sep. 30, 2020USD ($)shares | Jun. 30, 2021USD ($)underlyingInvestmentinvestmentFund | Dec. 31, 2020USD ($) |
Schedule of Investments [Line Items] | |||
Value | $ 212,494 | $ 221,894 | |
Unfunded Commitments | $ 35,579 | 35,609 | |
Alternative investment funds | investmentFund | 120 | ||
Underlying investments | underlyingInvestment | 313 | ||
Percent of underlying investments in private companies | 96.00% | ||
Seller Trust L Bonds due 2023 | |||
Schedule of Investments [Line Items] | |||
Debt eliminated | $ 94,800 | ||
Common Stock | |||
Schedule of Investments [Line Items] | |||
Common stock in treasury | $ 84,600 | ||
Common stock in treasury (in shares) | shares | 9,837,264 | ||
Ben Common Units | |||
Schedule of Investments [Line Items] | |||
Common stock in treasury | $ 6,800 | ||
Common stock in treasury (in shares) | shares | 543,874 | ||
Venture Capital | |||
Schedule of Investments [Line Items] | |||
Value | $ 111,317 | 123,021 | |
Unfunded Commitments | 1,529 | 1,659 | |
Private Equity | |||
Schedule of Investments [Line Items] | |||
Value | 95,633 | 92,316 | |
Unfunded Commitments | 33,485 | 33,387 | |
Private Real Estate | |||
Schedule of Investments [Line Items] | |||
Value | 1,956 | 2,118 | |
Unfunded Commitments | 270 | 269 | |
Other | |||
Schedule of Investments [Line Items] | |||
Value | 3,588 | 4,439 | |
Unfunded Commitments | $ 295 | $ 294 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Jul. 17, 2020 | Jul. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Investment in alternative assets, fair value | $ 212,494,000 | $ 212,494,000 | $ 221,894,000 | ||||
Gain (loss) on alternative investment | 1,800,000 | $ (18,000,000) | $ 3,900,000 | $ (20,100,000) | |||
Adjustment to value of life insurance portfolio | $ 16,400,000 | ||||||
Put Option | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Notional amount of put options | $ 300,000,000 | ||||||
Put Option | CT Risk Management, LLC | |||||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||||
Aggregate payments to purchase put options | $ 14,800,000 | $ 14,800,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Value | $ 212,494 | $ 221,894 |
Put Option | ||
Assets: | ||
Value | 2,764 | 7,017 |
Life Insurance Policy | ||
Assets: | ||
Value | 770,026 | 791,911 |
Level 1 | Put Option | ||
Assets: | ||
Value | 2,764 | 7,017 |
Level 1 | Life Insurance Policy | ||
Assets: | ||
Value | 0 | 0 |
Level 2 | Put Option | ||
Assets: | ||
Value | 0 | 0 |
Level 2 | Life Insurance Policy | ||
Assets: | ||
Value | 0 | 0 |
Level 3 | Put Option | ||
Assets: | ||
Value | 0 | 0 |
Level 3 | Life Insurance Policy | ||
Assets: | ||
Value | $ 770,026 | $ 791,911 |
Fair Value Measurements - Repur
Fair Value Measurements - Repurchase Obligation (Details) - Repurchase Option - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Beginning balance | $ 52,052 | $ 61,664 |
Total (gain) loss in earnings | 4,608 | (5,004) |
Purchases | 0 | 0 |
Settlements | 0 | 0 |
Ending balance | $ 56,660 | $ 56,660 |
Fair Value Measurements- Signif
Fair Value Measurements- Significant Unobservable Units (Details) - Repurchase Option $ in Thousands | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value | $ 56,660 | $ 52,052 | $ 61,664 |
Measurement Input, Discount Rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 0.085 | ||
Dividend yield | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 0.10 | ||
Dividend yield | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 0.53 | ||
Net asset value growth rates | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 0.085 | ||
Net asset value volatilities | Minimum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 0.24 | ||
Net asset value volatilities | Maximum | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 0.45 | ||
Restricted exercise period | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Measurement Input | 1,000 |
Fair Value Measurements- Reconc
Fair Value Measurements- Reconciliation of Level 3 Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of reconciliation of investments in life insurance policies | ||||
Beginning balance | $ 791,499 | $ 802,181 | $ 791,911 | $ 796,039 |
Total gain (loss) in earnings | (11,399) | 5,278 | (3,237) | 17,456 |
Settlements | (10,074) | (12,753) | (18,648) | (18,789) |
Ending balance | $ 770,026 | $ 794,706 | $ 770,026 | $ 794,706 |
Fair Value Measurements - Quant
Fair Value Measurements - Quantitative Information about Unobservable Inputs (Details) - Life Insurance Policies - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair value of our portfolio of life insurance policies | |||
Weighted-average age of insured, years | 83 years 4 months 24 days | 83 years 1 month 6 days | |
Weighted-average life expectancy, months | 83 months 1 day | 83 months 12 days | |
Average face amount per policy | $ 1,826 | $ 1,797 | |
Discount rate | 8.25% | 8.25% | |
Minimum | |||
Fair value of our portfolio of life insurance policies | |||
Age of insured range, years | 64 years | 63 years | |
Life expectancy range, months | 0 months | 0 months | |
Maximum | |||
Fair value of our portfolio of life insurance policies | |||
Age of insured range, years | 101 years | 100 years | |
Life expectancy range, months | 240 months | 240 months |
Fair Value Measurements - Effec
Fair Value Measurements - Effect of Changes of Estimates on Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Change in Discount Rate | Minus 2% | ||
Summary of change in fair value of the investment in life insurance policies | ||
Change in fair value of the investment in life insurance policies | $ 78,434 | $ 82,983 |
Change in Discount Rate | Minus 1% | ||
Summary of change in fair value of the investment in life insurance policies | ||
Change in fair value of the investment in life insurance policies | 37,411 | 39,560 |
Change in Discount Rate | Plus 1% | ||
Summary of change in fair value of the investment in life insurance policies | ||
Change in fair value of the investment in life insurance policies | (34,223) | (36,151) |
Change in Discount Rate | Plus 2% | ||
Summary of change in fair value of the investment in life insurance policies | ||
Change in fair value of the investment in life insurance policies | (65,619) | (69,284) |
Minus 8 Months | Change in Life Expectancy Estimates | ||
Summary of change in fair value of the investment in life insurance policies | ||
Change in fair value of the investment in life insurance policies | 114,916 | 97,837 |
Minus 4 Months | Change in Life Expectancy Estimates | ||
Summary of change in fair value of the investment in life insurance policies | ||
Change in fair value of the investment in life insurance policies | 64,431 | 45,536 |
Plus 4 Months | Change in Life Expectancy Estimates | ||
Summary of change in fair value of the investment in life insurance policies | ||
Change in fair value of the investment in life insurance policies | (39,757) | (61,713) |
Plus 8 Months | Change in Life Expectancy Estimates | ||
Summary of change in fair value of the investment in life insurance policies | ||
Change in fair value of the investment in life insurance policies | $ (90,729) | $ (114,099) |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Level 1 | Carrying Amount | ||
Financial assets: | ||
Cash, cash equivalents and restricted cash | $ 91,451 | $ 124,160 |
Life insurance policy benefits receivable, net | 25,988 | 14,334 |
Financial liabilities: | ||
L Bonds and Seller Trust L Bonds | 1,601,117 | 1,519,006 |
Other liabilities | 51,461 | 50,585 |
Level 1 | Estimated Fair Value | ||
Financial assets: | ||
Cash, cash equivalents and restricted cash | 91,451 | 124,160 |
Life insurance policy benefits receivable, net | 25,988 | 14,334 |
Financial liabilities: | ||
L Bonds and Seller Trust L Bonds | 1,601,117 | 1,519,006 |
Other liabilities | 51,461 | 50,585 |
Level 2 | Carrying Amount | ||
Financial liabilities: | ||
Senior credit facility with LNV Corporation | 227,137 | 193,730 |
Debt due to related parties | 77,248 | 76,260 |
Level 2 | Estimated Fair Value | ||
Financial liabilities: | ||
Senior credit facility with LNV Corporation | 236,660 | 202,611 |
Debt due to related parties | $ 82,498 | $ 78,081 |
Variable Interest Entities - VI
Variable Interest Entities - VIE Financials (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
ASSETS | ||||||||
Cash and cash equivalents | $ 69,289 | $ 69,289 | $ 85,249 | |||||
Restricted cash | 22,162 | 22,162 | 38,911 | |||||
Investment in alternative assets, fair value | 212,494 | 212,494 | 221,894 | |||||
Other assets | 32,370 | 32,370 | 36,326 | |||||
TOTAL ASSETS | 3,504,442 | 3,504,442 | 3,564,957 | |||||
LIABILITIES | ||||||||
Accounts payable and accrued expenses | 27,552 | 27,552 | 26,505 | |||||
TOTAL LIABILITIES | 2,008,112 | 2,008,112 | 1,891,050 | |||||
Equity (Deficit): | ||||||||
Noncontrolling interests | 310,177 | 310,177 | 328,442 | |||||
Total Equity of VIE | 267,731 | $ 499,196 | 267,731 | $ 499,196 | $ 361,402 | 440,814 | $ 598,950 | $ 607,194 |
REVENUE | ||||||||
Investment income (loss), net | 1,773 | (22,671) | 3,863 | (15,115) | ||||
Interest income | 305 | 300 | 622 | 1,015 | ||||
Revenue | (4,286) | 28,918 | 3,473 | 51,730 | ||||
EXPENSES | ||||||||
Other expenses | 6,395 | 5,063 | 13,398 | 8,675 | ||||
TOTAL EXPENSES | 68,658 | 61,688 | 140,195 | 185,038 | ||||
Net loss | (143,189) | (117,993) | ||||||
Net loss attributable to noncontrolling interests | 14,087 | 11,530 | 29,853 | 54,082 | ||||
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | (64,871) | (24,254) | (119,303) | (71,577) | ||||
Variable Interest Entity, Primary Beneficiary | ExAlt Trusts | ||||||||
ASSETS | ||||||||
Cash and cash equivalents | 2,065 | 2,065 | 5,965 | |||||
Restricted cash | 5,126 | 5,126 | 5,386 | |||||
Investment in alternative assets, fair value | 212,494 | 212,494 | 221,894 | |||||
Other assets | 1,300 | 1,300 | 1,273 | |||||
TOTAL ASSETS | 220,985 | 220,985 | 234,518 | |||||
LIABILITIES | ||||||||
Accounts payable and accrued expenses | 2,345 | 2,345 | 2,029 | |||||
TOTAL LIABILITIES | 2,345 | 2,345 | 2,029 | |||||
Equity (Deficit): | ||||||||
Noncontrolling interests | (17,246) | (17,246) | 7,208 | |||||
Total Equity of VIE | (17,246) | (17,246) | $ 7,208 | |||||
REVENUE | ||||||||
Investment income (loss), net | 1,773 | (22,671) | 3,863 | (15,115) | ||||
Interest income | 0 | 0 | 0 | 20 | ||||
Revenue | 1,773 | (22,671) | 3,863 | (15,095) | ||||
EXPENSES | ||||||||
Other expenses | 146 | 166 | 357 | 167 | ||||
TOTAL EXPENSES | 146 | 166 | 357 | 167 | ||||
Net loss | 1,627 | (22,837) | 3,506 | (15,262) | ||||
Net loss attributable to noncontrolling interests | 11,035 | 33,253 | 23,867 | 43,721 | ||||
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 12,662 | $ 10,416 | $ 27,373 | $ 28,459 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | Jul. 17, 2020 | Jul. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | |||||
TOTAL ASSETS | $ 3,504,442 | $ 3,504,442 | $ 3,564,957 | ||
CT Risk Management, LLC | Variable Interest Entity, Primary Beneficiary | |||||
Variable Interest Entity [Line Items] | |||||
TOTAL ASSETS | 2,800 | 2,800 | $ 7,000 | ||
Loss on investment | $ (2,100) | $ (4,300) | |||
CT Risk Management, LLC | Put Option | |||||
Variable Interest Entity [Line Items] | |||||
Capital contribution | $ 14,800 | $ 14,800 |
Variable Interest Entities - Cl
Variable Interest Entities - Classification, Carrying Value and Maximum Exposure to Loss (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | ||
Total equity method investment | $ 4,363 | $ 8,582 |
Carrying Value | ||
Variable Interest Entity [Line Items] | ||
Total equity method investment | 4,363 | 8,582 |
Maximum Exposure to Loss | ||
Variable Interest Entity [Line Items] | ||
Total equity method investment | $ 5,613 | $ 12,332 |
Equity Method Investments - Rol
Equity Method Investments - Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Increase (Decrease) In Equity Method Investments [Roll Forward] | ||||
Beginning balance | $ 8,582 | |||
Contributions | 2,500 | $ 9,166 | ||
Loss on equity method investment | $ (3,435) | $ (1,318) | (6,949) | (2,848) |
Ending balance | 4,363 | 4,363 | ||
FOXO | ||||
Increase (Decrease) In Equity Method Investments [Roll Forward] | ||||
Beginning balance | 6,318 | 5,648 | 8,582 | 1,761 |
Contributions | 1,250 | 3,750 | 2,500 | 9,167 |
Loss on equity method investment | (3,435) | (1,318) | (6,949) | (2,848) |
Other | 230 | (307) | 230 | (307) |
Ending balance | $ 4,363 | $ 7,773 | $ 4,363 | $ 7,773 |
Equity Method Investments - Add
Equity Method Investments - Additional Information (Details) - Commitment to contribute to FOXO $ in Millions | Jun. 30, 2021USD ($) |
Schedule of Equity Method Investments [Line Items] | |
Commitment | $ 1.3 |
FOXO | |
Schedule of Equity Method Investments [Line Items] | |
Commitment | $ 1.3 |
Debt - Senior Credit Facility (
Debt - Senior Credit Facility (Details) - USD ($) | Jun. 28, 2021 | Aug. 13, 2020 | Nov. 01, 2019 | Jun. 30, 2021 | Dec. 31, 2020 |
LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 8.00% | ||||
LNV Corporation | |||||
Debt Instrument [Line Items] | |||||
Advance received | $ 52,500,000 | $ 37,100,000 | |||
LIBOR floor | 1.50% | ||||
Effective interest rate | 9.00% | ||||
Additional collateral pledged | 440,600,000 | 298,300,000 | |||
Proceeds received, net | $ 51,200,000 | ||||
Portfolio pledged, percentage | 100.00% | ||||
Senior credit facility | $ 300,000,000 | ||||
Line of credit facility, maximum month-end outstanding amount | $ 236,700,000 | $ 202,600,000 | |||
Unamortized deferred financing costs | $ 9,500,000 | $ 8,900,000 | |||
LNV Corporation | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 7.50% |
Debt - L Bonds (Details)
Debt - L Bonds (Details) - LBonds - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Jun. 03, 2020 | Dec. 01, 2017 | |
Debt Instrument [Line Items] | |||||||
Debt offering, additional principal amount | $ 1,000,000,000 | ||||||
Debt offering, maximum principal amount | $ 2,000,000,000 | ||||||
Debt, weighted average interest rate | 7.21% | 7.21% | 7.21% | ||||
Long-term debt, gross | $ 1,400,000,000 | $ 1,400,000,000 | $ 1,300,000,000 | ||||
Subscriptions in process | 8,300,000 | 8,300,000 | $ 18,000,000 | ||||
Amortization | 5,300,000 | $ 4,200,000 | 10,300,000 | $ 8,100,000 | |||
Debt issuance costs, gross | $ 49,100,000 | $ 49,100,000 | |||||
Amortization period of deferred financing cost | 7 years |
Debt - Seller Trust L Bonds (De
Debt - Seller Trust L Bonds (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Aug. 10, 2018 |
Debt Instrument [Line Items] | ||||
Seller Trust L Bonds | $ 272,104 | $ 272,104 | ||
Seller Trust L Bonds due 2023 | ||||
Debt Instrument [Line Items] | ||||
Seller Trust L Bonds | $ 272,100 | $ 272,100 | $ 366,900 | |
Debt, weighted average interest rate | 7.50% | |||
Debt eliminated | $ 94,800 |
Debt - Liquidity Bonds (Details
Debt - Liquidity Bonds (Details) - Liquidity Bonds - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt offering, maximum principal amount | $ 1,000,000,000 | |
Long-term debt, gross | $ 800,000 | 500,000 |
Unamortized financing costs | $ 200,000 | $ 200,000 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Unamortized debt discounts | $ (975) | $ (916) |
Total debt due to related parties | 77,248 | 76,260 |
First Lien Credit Agreement | ||
Debt Instrument [Line Items] | ||
Other borrowings gross | 2,318 | 2,288 |
Second Lien Credit Agreement | ||
Debt Instrument [Line Items] | ||
Other borrowings gross | 73,230 | 72,260 |
Other borrowings | ||
Debt Instrument [Line Items] | ||
Other borrowings gross | $ 2,675 | $ 2,628 |
Debt - Debt Due to Related Part
Debt - Debt Due to Related Parties (Details) | Sep. 10, 2021USD ($) | Mar. 10, 2021USD ($) | Aug. 13, 2020 | Jun. 30, 2021USD ($) | Dec. 10, 2021 |
Debt Instrument [Line Items] | |||||
Maximum interest rate | 9.50% | ||||
Permitted maximum capital contributions in exchange | $ 152,000,000 | ||||
Time after assumption of loans | 2 years | ||||
Percentage of outstanding units | 5.00% | ||||
Tax liability from grant | $ 30,000,000 | ||||
Additional debt or borrowings threshold | $ 10,000,000 | ||||
Amendment Number One | |||||
Debt Instrument [Line Items] | |||||
Installment amounts | $ 5,000,000 | ||||
Extension fee percentage | 0.015 | ||||
Amendment Number Three | Subsequent Event | |||||
Debt Instrument [Line Items] | |||||
Installment amounts | $ 5,000,000 | ||||
Amendment Number Three | Forecast | |||||
Debt Instrument [Line Items] | |||||
Amendment fee | 3.00% | ||||
LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 8.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Jul. 15, 2020day | Dec. 28, 2018shares | Feb. 14, 2017day$ / sharesshares | Apr. 15, 2019shares | Apr. 30, 2018USD ($)shares | Mar. 31, 2017USD ($)shares | Nov. 30, 2015day$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($)shares | Jun. 30, 2021USD ($)day$ / sharesshares | Jun. 30, 2020USD ($)shares | Dec. 31, 2020USD ($)shares |
Stockholders' Equity (Textual) | |||||||||||||
Common stock transactions between shareholders (in shares) | shares | 3,952,155 | ||||||||||||
Payments of stock issuance costs | $ 163,000 | $ 0 | |||||||||||
Common stock, outstanding (in shares) | shares | 33,097,118 | 33,097,118 | 33,094,664 | ||||||||||
Convertible units, automatic exchange, number of trading days | day | 20 | ||||||||||||
Percent of distributions entitled to residual beneficiary, payments on amounts due | 5.00% | ||||||||||||
Percent of distributions entitled to residual beneficiary, amount of excess cash collateral | 10.00% | ||||||||||||
Noncash issuance of noncontrolling interest | $ 0 | $ 0 | $ 374,000 | $ 0 | |||||||||
Consolidation, Eliminations | Preferred Series C Unit Accounts | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Investment in preferred units of subsidiaries | $ 210,600,000 | $ 210,600,000 | $ 195,600,000 | ||||||||||
Ben LP | Consolidation, Eliminations | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Investment (in shares) | shares | 46,887,915 | 46,887,915 | 46,887,915 | ||||||||||
Common Stock | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Issuance of common stock (in shares) | shares | 27,013,516 | 800,000 | 2,454 | 2,232 | 2,454 | 3,688 | |||||||
Common stock, par value (in usd per share) | $ / shares | $ 12.50 | ||||||||||||
Net proceeds | $ 8,600,000 | ||||||||||||
BCH | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Annualized return required | 1.00% | ||||||||||||
Quarterly preferred return cap, percent, threshold one | 0.25% | ||||||||||||
Quarterly preferred return cap, percent, threshold two | 0.50% | ||||||||||||
Quarterly preferred return cap, percent, threshold three | 0.75% | ||||||||||||
Quarterly preferred return cap, percent, threshold four | 1.00% | ||||||||||||
Quarterly preferred return cap, percent, threshold five | 1.25% | ||||||||||||
Quarterly preferred return cap, revenue, threshold one | $ 80,000,000 | ||||||||||||
Quarterly preferred return cap, revenue, threshold two, minimum | 80,000,000 | ||||||||||||
Quarterly preferred return cap, revenue, threshold three, minimum | 105,000,000 | ||||||||||||
Quarterly preferred return cap, revenue, threshold four, minimum | 125,000,000 | ||||||||||||
Quarterly preferred return cap, revenue, threshold five, minimum | 135,000,000 | ||||||||||||
Quarterly preferred return cap, revenue, threshold two, maximum | 105,000,000 | ||||||||||||
Quarterly preferred return cap, revenue, threshold three, maximum | 125,000,000 | ||||||||||||
Quarterly preferred return cap, revenue, threshold four, maximum | 135,000,000 | ||||||||||||
Quarterly preferred return cap, revenue, threshold five, maximum | 140,000,000 | ||||||||||||
Quarterly preferred return cap, revenue, threshold six | $ 140,000,000 | ||||||||||||
Preferred return prior to initial public offering, numerator, basis spread over CPI | 2.00% | ||||||||||||
Preferred return after initial public offering, numerator, basis spread over CPI | 3.00% | ||||||||||||
Preferred return, denominator, basis spread over effective income tax rate | 1.00% | ||||||||||||
Sub-capital accounts, percentage | 20.00% | ||||||||||||
Limit on indebtedness, capital percent of NAV threshold | 55.00% | 55.00% | |||||||||||
Limit on indebtedness, debt percent of NAV threshold | 40.00% | 40.00% | |||||||||||
Ben LP | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Common stock, outstanding (in shares) | shares | 48,205,756 | 48,205,756 | 48,205,756 | ||||||||||
Capital contributions permitted (in usd per share) | $ / shares | $ 10 | $ 10 | |||||||||||
Convertible units, automatic exchange, number of trading days | day | 20 | ||||||||||||
Common Stock | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Issuance of common stock (in shares) | shares | 27,013,516 | ||||||||||||
Common Stock | BCC | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Common stock transactions between shareholders (in shares) | shares | 2,500,000 | ||||||||||||
Common Stock | AltiVerse | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Common stock transactions between shareholders (in shares) | shares | 1,452,155 | ||||||||||||
Redeemable Preferred Stock | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Preferred stock, authorized (in shares) | shares | 100,000 | ||||||||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 1,000 | ||||||||||||
Preferred stock, dividend rate, percentage | 7.00% | ||||||||||||
Preferred stock, liquidation preference per share (in usd per share) | $ / shares | $ 1,000 | ||||||||||||
Debt instrument, convertible, threshold trading days | day | 20 | ||||||||||||
Debt instrument, convertible, conversion price (in usd per share) | $ / shares | $ 15 | ||||||||||||
Preferred stock redemption, percentage | 15.00% | ||||||||||||
Issuance of preferred stock (in shares) | shares | 99,127 | ||||||||||||
Proceeds from (repurchase of) redeemable preferred stock | $ 99,100,000 | ||||||||||||
Payments of stock issuance costs | $ 7,000,000 | ||||||||||||
Series 2 Redeemable Preferred Stock | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Preferred stock, authorized (in shares) | shares | 150,000 | ||||||||||||
Preferred stock, liquidation preference per share (in usd per share) | $ / shares | $ 1,000 | ||||||||||||
Debt instrument, convertible, threshold trading days | day | 20 | ||||||||||||
Debt instrument, convertible, conversion price (in usd per share) | $ / shares | $ 12.75 | ||||||||||||
Preferred stock redemption, percentage | 10.00% | ||||||||||||
Issuance of preferred stock (in shares) | shares | 149,979 | ||||||||||||
Payments of stock issuance costs | $ 10,300,000 | ||||||||||||
Preferred stock redemption price | 107.00% | ||||||||||||
Aggregate gross consideration | $ 150,000,000 | ||||||||||||
Class A and S units | BCH | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Income allocation percentage | 50.00% | ||||||||||||
Series A Preferred Stock | BCH | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Income allocation percentage | 50.00% | ||||||||||||
Class S Ordinary | BCH | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Preferred units issued (in shares) | shares | 5,800,000 | 5,800,000 | 5,800,000 | ||||||||||
Preferred units outstanding (in shares) | shares | 5,800,000 | 5,800,000 | 5,800,000 | ||||||||||
Common stock exchange ratio | 1 | 1 | |||||||||||
Class S Preferred Units | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Preferred return, denominator, basis spread over effective income tax rate | 1.00% | ||||||||||||
Common stock exchange ratio | 1.2 | 1.2 | |||||||||||
Preferred return, annualized revenue threshold | $ 140,000,000 | ||||||||||||
Preferred return, numerator, basis spread over CPI | 0.75% | ||||||||||||
Preferred Series C Subclass 0 Unit Accounts | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Preferred return prior to initial public offering, numerator, basis spread over CPI | 0.50% | ||||||||||||
Preferred return after initial public offering, numerator, basis spread over CPI | 0.75% | ||||||||||||
Preferred return, denominator, basis spread over effective income tax rate | 100.00% | ||||||||||||
Preferred return, multiplier percentage | 80.00% | ||||||||||||
Preferred Series C Subclass 1 Unit Accounts | |||||||||||||
Stockholders' Equity (Textual) | |||||||||||||
Preferred return prior to initial public offering, numerator, basis spread over CPI | 0.50% | ||||||||||||
Preferred return after initial public offering, numerator, basis spread over CPI | 0.75% | ||||||||||||
Preferred return, denominator, basis spread over effective income tax rate | 1.00% |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) $ in Thousands | Apr. 25, 2019USD ($)director | Dec. 31, 2020USD ($) | Sep. 30, 2020shares | Dec. 31, 2019USD ($) | Jun. 30, 2021USD ($)shares |
Equity-Based Compensation (Textual) | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 28,688 | ||||
Number of directors | director | 3 | ||||
Equity-based compensation expense | $ 9,307 | ||||
Ben Equity Incentive Plan | |||||
Equity-Based Compensation (Textual) | |||||
Shares reserved for issuance, as a percentage of fully diluted common units outstanding | 15.00% | ||||
Change of control, unit settlement term | 60 days | ||||
Percentage of common units | 15.00% | ||||
Stock Options | |||||
Equity-Based Compensation (Textual) | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 50 | ||||
Equity-based compensation expense | $ 31 | ||||
Stock Options | 2013 Stock Incentive Plan | |||||
Equity-Based Compensation (Textual) | |||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||||
Stock Appreciation Rights | 2013 Stock Incentive Plan | |||||
Equity-Based Compensation (Textual) | |||||
Other accrued liabilities | $ 700 | $ 700 | |||
Restricted stock units | 2013 Stock Incentive Plan | |||||
Equity-Based Compensation (Textual) | |||||
RSUs vested (in shares) | shares | 0 | ||||
BMP Equity Units | |||||
Equity-Based Compensation (Textual) | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 13,251 | ||||
Equity-based compensation expense | $ 4,068 | ||||
BMP Equity Units | BMP Equity Incentive Plan | |||||
Equity-Based Compensation (Textual) | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | ||||
Minimum required retained ownership of unit equivalents, percentage | 0.25 | ||||
REUs | |||||
Equity-Based Compensation (Textual) | |||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 13,899 | ||||
Equity-based compensation expense | 4,246 | ||||
Preferred equity | |||||
Equity-Based Compensation (Textual) | |||||
Fair value of awards at grant date | $ 12,000 | ||||
Director capital account balance forfeited | $ 4,000 | ||||
Expense recognized | $ 11,400 | ||||
Director | REUs | Ben Equity Incentive Plan | |||||
Equity-Based Compensation (Textual) | |||||
Awards granted (in shares) | shares | 515,000 | ||||
Share-based payment arrangement, nonvested award, cost not yet recognized, amount | $ 6,400 | ||||
Director Two | Preferred equity | |||||
Equity-Based Compensation (Textual) | |||||
Director Capital Account Balance | 4,000 | ||||
Director One | Preferred equity | |||||
Equity-Based Compensation (Textual) | |||||
Director Capital Account Balance | 4,000 | ||||
Director Three | Preferred equity | |||||
Equity-Based Compensation (Textual) | |||||
Director Capital Account Balance | $ 4,000 |
Equity-Based Compensation - Awa
Equity-Based Compensation - Award Activity (Details) | 6 Months Ended |
Jun. 30, 2021shares | |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance (in shares) | 695,117 |
Granted (in shares) | 0 |
Vested (in shares) | 0 |
Exercised (in shares) | (1,666) |
Forfeited (in shares) | (2,334) |
Balance (in shares) | 691,117 |
Stock Options | Vested | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance (in shares) | 629,530 |
Granted (in shares) | 0 |
Vested (in shares) | (9,750) |
Exercised (in shares) | (1,666) |
Forfeited (in shares) | (2,334) |
Balance (in shares) | 635,280 |
Stock Options | Unvested | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance (in shares) | 65,587 |
Granted (in shares) | 0 |
Vested (in shares) | (9,750) |
Exercised (in shares) | 0 |
Forfeited (in shares) | 0 |
Balance (in shares) | 55,837 |
SAR | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 535,657 |
Granted (in shares) | 107,925 |
Vested (in shares) | 0 |
Exercised (in shares) | 0 |
Forfeited (in shares) | 0 |
Balance (in shares) | 643,582 |
SAR | Vested | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 293,455 |
Granted (in shares) | 13,350 |
Vested (in shares) | (25,741) |
Exercised (in shares) | 0 |
Forfeited (in shares) | 0 |
Balance (in shares) | 332,546 |
SAR | Unvested | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 242,202 |
Granted (in shares) | 94,575 |
Vested (in shares) | (25,741) |
Exercised (in shares) | 0 |
Forfeited (in shares) | 0 |
Balance (in shares) | 311,036 |
RSU | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 129,717 |
Granted (in shares) | 3,189 |
Vested (in shares) | 0 |
Exercised (in shares) | 0 |
Forfeited (in shares) | (3,189) |
Balance (in shares) | 129,717 |
RSU | Vested | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 0 |
Granted (in shares) | 0 |
Vested (in shares) | 0 |
Exercised (in shares) | 0 |
Forfeited (in shares) | 0 |
Balance (in shares) | 0 |
RSU | Unvested | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 129,717 |
Granted (in shares) | 3,189 |
Vested (in shares) | 0 |
Exercised (in shares) | 0 |
Forfeited (in shares) | (3,189) |
Balance (in shares) | 129,717 |
BMP Equity Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 13,374,113 |
Granted (in shares) | 105,480 |
Vested (in shares) | 0 |
Exercised (in shares) | 0 |
Forfeited (in shares) | (402,455) |
Balance (in shares) | 13,077,138 |
BMP Equity Units | Vested | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 11,144,016 |
Granted (in shares) | 21,096 |
Vested (in shares) | (447,328) |
Exercised (in shares) | 0 |
Forfeited (in shares) | (321,986) |
Balance (in shares) | 11,290,454 |
BMP Equity Units | Unvested | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 2,230,097 |
Granted (in shares) | 84,384 |
Vested (in shares) | (447,328) |
Exercised (in shares) | 0 |
Forfeited (in shares) | (80,469) |
Balance (in shares) | 1,786,684 |
REUs | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 7,347,370 |
Granted (in shares) | 105,480 |
Vested (in shares) | 0 |
Exercised (in shares) | 0 |
Forfeited (in shares) | (262,080) |
Balance (in shares) | 7,190,770 |
REUs | Vested | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 5,078,796 |
Granted (in shares) | 21,096 |
Vested (in shares) | (365,481) |
Exercised (in shares) | 0 |
Forfeited (in shares) | (208,816) |
Balance (in shares) | 5,256,557 |
REUs | Unvested | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance (in shares) | 2,268,574 |
Granted (in shares) | 84,384 |
Vested (in shares) | (365,481) |
Exercised (in shares) | 0 |
Forfeited (in shares) | (53,264) |
Balance (in shares) | 1,934,213 |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | $ 3,894 | $ 3,612 | $ 9,246 | $ 73,060 |
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | 36 | 38 | 76 | 86 |
SAR | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | 89 | (316) | 158 | (111) |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | 0 | (299) | 31 | (38) |
BMP equity units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | 1,864 | 2,172 | 3,969 | 39,124 |
REUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation | $ 1,905 | $ 2,017 | $ 5,012 | $ 33,999 |
Equity-Based Compensation - Fut
Equity-Based Compensation - Future Compensation Expense (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Six months ending 2021 | $ 9,307 |
2022 | 11,654 |
2023 | 6,065 |
2024 | 1,582 |
2025 | 80 |
2026 | 0 |
Total | 28,688 |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Six months ending 2021 | 31 |
2022 | 19 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Total | 50 |
SAR | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Six months ending 2021 | 962 |
2022 | 296 |
2023 | 195 |
2024 | 35 |
2025 | 0 |
2026 | 0 |
Total | 1,488 |
REUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Six months ending 2021 | 4,246 |
2022 | 5,657 |
2023 | 3,142 |
2024 | 823 |
2025 | 31 |
2026 | 0 |
Total | 13,899 |
BMP Equity Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Six months ending 2021 | 4,068 |
2022 | 5,682 |
2023 | 2,728 |
2024 | 724 |
2025 | 49 |
2026 | 0 |
Total | $ 13,251 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 0.34% | |||
Income tax expense (benefit) | $ (196) | $ (2,018) | $ (482) | $ (18,163) |
Loss per Common Share - Schedul
Loss per Common Share - Schedule of EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (64,871) | $ (24,254) | $ (119,303) | $ (71,577) |
Denominator: | ||||
Basic - weighted average common shares outstanding (in shares) | 20,757,400 | 30,536,830 | 20,758,431 | 30,535,811 |
Effect of dilutive securities (in shares) | 0 | 0 | 0 | 0 |
Diluted - weighted average common shares outstanding (in shares) | 20,757,400 | 30,536,830 | 20,758,431 | 30,535,811 |
Basic loss per common share (in usd per share) | $ (3.13) | $ (0.79) | $ (5.75) | $ (2.34) |
Diluted loss per common share (in usd per share) | $ (3.13) | $ (0.79) | $ (5.75) | $ (2.34) |
Loss per Common Share - Additio
Loss per Common Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive shares excluded from calculation of diluted earnings per share (in shares) | 2,039,951 | 2,368,178 | 2,045,510 | 2,455,922 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021USD ($)Segment | Dec. 31, 2020USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | Segment | 2 | |
Goodwill | $ | $ 2,367,750 | $ 2,367,750 |
Segment Reporting - Segment Rec
Segment Reporting - Segment Reconciliations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ (4,286) | $ 28,918 | $ 3,473 | $ 51,730 | |
Interest expense | 42,127 | 37,142 | 83,509 | 73,013 | |
Total Segment EBT | (76,379) | (34,088) | (143,671) | (136,156) | |
INCOME TAX BENEFIT | (196) | (2,018) | (482) | (18,163) | |
Net loss | (76,183) | (32,070) | (143,189) | (117,993) | |
Assets | 3,504,442 | 3,504,442 | $ 3,564,957 | ||
Operating Segments | Secondary Life Insurance | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (4,073) | 15,230 | 3,099 | 30,378 | |
Interest expense | 30,460 | 24,346 | 58,079 | 47,039 | |
Total Segment EBT | (36,199) | (12,446) | (58,588) | (27,167) | |
Assets | 876,783 | 876,783 | 886,739 | ||
Operating Segments | Beneficient | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | (219) | 13,672 | 368 | 21,336 | |
Interest expense | 11,667 | 12,796 | 25,430 | 25,974 | |
Total Segment EBT | (29,281) | (15,218) | (60,874) | (95,412) | |
Assets | 2,618,038 | 2,618,038 | 2,662,630 | ||
Corporate & Other | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 6 | 16 | 6 | 16 | |
Total Segment EBT | (10,899) | $ (6,424) | (24,209) | $ (13,577) | |
Assets | $ 9,621 | $ 9,621 | $ 15,588 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Other Commitments [Line Items] | ||
Unfunded Commitments | $ 35,579 | $ 35,609 |
Minimum balance required for capital funding commitment | 100 | |
Commitment to contribute to FOXO | ||
Other Commitments [Line Items] | ||
Commitment | $ 1,300 |
Concentration - By Company (Det
Concentration - By Company (Details) | Jun. 30, 2021 | Dec. 31, 2020 |
John Hancock Life Insurance Company | ||
Concentration Risk [Line Items] | ||
Face value percentage of insurance policies with specific life insurance companies | 13.69% | 14.72% |
The Lincoln National Life Insurance Company | ||
Concentration Risk [Line Items] | ||
Face value percentage of insurance policies with specific life insurance companies | 11.30% | 11.20% |
Equitable Financial Life Insurance Company | ||
Concentration Risk [Line Items] | ||
Face value percentage of insurance policies with specific life insurance companies | 10.91% | 10.57% |
Concentration - By State (Detai
Concentration - By State (Details) | Jun. 30, 2021 | Dec. 31, 2020 |
California | ||
Concentration Risk [Line Items] | ||
Percentage of insurance policies held in specific states | 17.82% | 18.05% |
Florida | ||
Concentration Risk [Line Items] | ||
Percentage of insurance policies held in specific states | 15.35% | 14.93% |
Subsequent Events and Other M_2
Subsequent Events and Other Matters (Details) $ in Thousands | Sep. 10, 2021USD ($) | Sep. 07, 2021USD ($) | Aug. 11, 2021USD ($)shares | Jun. 28, 2021USD ($) | Oct. 15, 2021USD ($)individualpolicy | Apr. 16, 2021USD ($) | Dec. 10, 2021 | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Subsequent Event [Line Items] | |||||||||
Total life insurance portfolio face value of policy benefits | $ 1,844,466 | $ 1,900,715 | |||||||
L Bonds Issued | $ 191,600 | ||||||||
Amendment Number Three | Forecast | |||||||||
Subsequent Event [Line Items] | |||||||||
Amendment fee | 3.00% | ||||||||
LNV Corporation | |||||||||
Subsequent Event [Line Items] | |||||||||
Effective interest rate | 9.00% | ||||||||
Proceeds received, net | $ 51,200 | ||||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock pledged (in shares) | shares | 4,000,000 | ||||||||
Number of policies realized | policy | 33 | ||||||||
Number of individuals covered under policies realized | individual | 30 | ||||||||
Face value of insurance benefits | $ 44,800 | ||||||||
Subsequent Event | Amendment Number Three | |||||||||
Subsequent Event [Line Items] | |||||||||
Installment amounts | $ 5,000 | ||||||||
Subsequent Event | DLP VI | |||||||||
Subsequent Event [Line Items] | |||||||||
Total life insurance portfolio face value of policy benefits | $ 433,100 | ||||||||
Subsequent Event | DLP IV | |||||||||
Subsequent Event [Line Items] | |||||||||
Total life insurance portfolio face value of policy benefits | 1,420,000 | ||||||||
Subsequent Event | National Founders Credit Agreement | |||||||||
Subsequent Event [Line Items] | |||||||||
One-time advance paid | $ 107,600 | ||||||||
Basis spread on variable rate | 7.00% | ||||||||
Non-higher interest rate factor | 5.50% | ||||||||
Higher interest rate factor | 7.00% | ||||||||
Percent subtracted from LTV Percentage for Higher Rate Factor | 65.00% | ||||||||
Percent divided by LTV Percentage for Higher Rate Factor | 0.00% | ||||||||
Percent added to Interest Rate for Default Rate | 2.00% | ||||||||
Subsequent Event | National Founders Credit Agreement | Minimum | |||||||||
Subsequent Event [Line Items] | |||||||||
Effective interest rate | 5.50% | ||||||||
Subsequent Event | National Founders Credit Agreement | Maximum | |||||||||
Subsequent Event [Line Items] | |||||||||
Effective interest rate | 65.00% | ||||||||
Subsequent Event | LNV Corporation | |||||||||
Subsequent Event [Line Items] | |||||||||
Repayment of advance received | $ 52,500 | ||||||||
Proceeds received, net | $ 30,300 | ||||||||
Percent added to Federal Funds Rate | 0.50% | ||||||||
Benchmark rate maximum percent | 1.50% | ||||||||
Applicable margin | 7.50% | ||||||||
Percent added to benchmark | 9.50% |