Effects of the Restatement - Quarterly Results (Unaudited) | Restatement As previously reported on Form 8-K filed with the SEC on July 7, 2021, and as discussed throughout this 2020 Form 10-K, as part of the preparation of its 2020 Form 10-K, the Company voluntarily submitted two questions to the OCA on February 15, 2021. The questions submitted by the Company to OCA were (1) whether a December 31, 2019 transaction resulted in GWG Holdings, Inc. obtaining control of Ben LP in a transaction that constituted a change-in-control of Beneficient by entities not under common control, and (2) whether Ben LP was required to consolidate any of the trusts created through Beneficient’s ExAlt Plan TM established in connection with its business of providing liquidity to holders of alternative assets. On July 26, 2021, the Company and OCA staff held a conference call in which OCA’s staff notified the Company of its conclusions on the two accounting questions that were the subject of the consultation. During that call, OCA expressed that it would object to a conclusion that Ben LP not consolidate the ExAlt Trusts as of December 31, 2019. Regarding question (1), OCA did not conclude on the common control aspect of the transaction in question. However, after further analysis, including, among other things, consulting with legal counsel to conclude that the common stock of GWG Holdings held by Beneficient were not voteable under Delaware law, the Company confirmed its original conclusion that the entities were not under common control. Prior to December 31, 2019, only certain trusts created through Beneficient’s ExAlt Plan TM were considered variable interest entities for which Ben LP had a variable interest and was considered the primary beneficiary. Thus, Ben LP was required to consolidate certain of such trusts. Due to changes to both the governance structure and the underlying economics of the trust and other agreements pertaining to certain of the ExAlt Trusts and the execution of new loan agreements between a subsidiary of Ben LP and certain of such trusts as of December 31, 2019, it was initially concluded that Ben LP no longer had the power to direct the activities that most significantly impact the economic performance of any of the ExAlt Trusts and therefore could no longer consolidate any of such trusts as of December 31, 2019, including those previously consolidated. However, we have since determined that such conclusion was incorrect, and that the proper application of generally accepted accounting principles is for Ben LP to consolidate all of the ExAlt Trusts. As a result of consolidating such trusts, Ben LP’s primary tangible asset, which was acquired through loans a subsidiary of Ben LP made to certain of the ExAlt Trusts, was previously reported as a loan receivable as of December 31, 2019, but is now being reported as an investment in alternative assets held by certain of the ExAlt Trusts. The tables below illustrate the impact of the Restatement, as well as other corrections as discussed in Note 2, on our historical Consolidated Balance Sheet, Consolidated Statement of Operations, Consolidated Statement of Cash Flows, and Consolidated Statement of Changes in Stockholder’s Equity as of December 31, 2019, each as compared with the amounts presented in the original Form 10-K previously filed with the SEC. Effects of the Restatement - Annual Results All adjustments presented in the tables below reflect the impact of the consolidation of the ExAlt Trusts, unless otherwise specifically indicated in the footnotes to each table. The following table sets forth the effects of the Restatement on the affected line items within the Company’s previously reported Consolidated Balance Sheet as of December 31, 2019 (dollars in thousands). December 31, 2019 As Previously Reported Adjustments As Restated ASSETS Cash and cash equivalents $ 79,073 $ 3,211 $ 82,284 Restricted cash 20,258 13,248 33,506 Investment in alternative assets, at net asset value — 342,012 342,012 Loan receivables, net of discount 232,344 (232,344) — Fees receivable 29,168 (29,168) — Financing receivables from affiliates 67,153 (67,153) — Other assets 28,374 1,024 29,398 Goodwill 2,358,005 9,745 2,367,750 TOTAL ASSETS 3,635,206 40,575 3,675,781 LIABILITIES & STOCKHOLDERS’ EQUITY LIABILITIES Deferred revenue 41,444 (41,444) — Repurchase option — 61,664 61,664 Accounts payable and accrued expenses 27,836 56 27,892 Deferred tax liability, net (1) 57,923 13,932 71,855 TOTAL LIABILITIES 1,764,725 34,208 1,798,933 STOCKHOLDERS’ EQUITY Accumulated deficit (76,501) (20,695) (97,196) TOTAL GWG HOLDINGS STOCKHOLDERS’ EQUITY 333,979 (20,695) 313,284 Noncontrolling interests 266,848 27,062 293,910 TOTAL STOCKHOLDERS’ EQUITY 600,827 6,367 607,194 TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY $ 3,635,206 $ 40,575 $ 3,675,781 (1) Adjustment specifically reflects the impact of an immaterial out-of-period adjustment to correct the valuation allowance against the Company’s deferred tax assets. See Note 2 to the consolidated financial statements for more details. The following table sets forth the effects of the Restatement on the affected line items within the Company’s previously reported Consolidated Statement of Operations for the year ended December 31, 2019 (dollars in thousands). As Previously Reported Adjustments As Restated INCOME TAX EXPENSE (1) $ 57,933 $ 13,932 $ 71,865 LOSS BEFORE EARNINGS FROM EQUITY METHOD INVESTMENTS (137,530) (13,932) (151,462) Gain on consolidation of equity method investment (see Note 4) (2) 249,716 (6,763) 242,953 NET INCOME (LOSS) 108,109 (20,695) 87,414 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS 91,166 (20,695) 70,471 NET INCOME (LOSS) PER COMMON SHARE Basic $ 2.76 $ (0.63) $ 2.13 Diluted $ 2.65 $ (0.59) $ 2.06 (1) Adjustment reflects the impact of an immaterial out-of-period adjustment to correct the valuation allowance against the Company’s deferred tax assets. See Note 2 to the consolidated financial statements for more details. (2) Adjustment is due to the fair value adjustment of the Promissory Note, which was required as of December 31, 2019 upon consolidation of the ExAlt Trusts. The following table sets forth the effects of the Restatement on the affected line items within the Company’s previously reported Consolidated Statement of Cash Flows for the year ended December 31, 2019 (dollars in thousands). As Previously Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) (1) (2) $ 108,109 $ (20,695) $ 87,414 Gain on consolidation of equity method investment (249,716) 6,763 (242,953) Deferred income taxes (1) 57,923 13,932 71,855 NET CASH FLOWS USED IN OPERATING ACTIVITIES (142,830) — (142,830) CASH FLOWS FROM INVESTING ACTIVITIES Business combination consideration, net of cash and restricted cash acquired (61,479) 16,459 (45,020) NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES (137,969) 16,459 (121,510) NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (26,105) 16,459 (9,646) CASH, CASH EQUIVALENTS AND RESTRICTED CASH END OF PERIOD 99,331 16,459 115,790 (1) Adjustment reflects the impact of an immaterial out-of-period adjustment to correct the valuation allowance against the Company’s deferred tax assets. See Note 2 to the consolidated financial statements for more details. (2) Adjustment is due to the fair value adjustment of the Promissory Note, which was required as of December 31, 2019 upon consolidation of the ExAlt Trusts. The following table sets forth the effects of the Restatement on the affected line items and classes of stockholders’ equity within the Company’s previously reported Consolidated Statement of Changes in Stockholder’s Equity as of December 31, 2019 (dollars in thousands). Accumulated Deficit Total GWG Holdings Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity Balance, December 31, 2019 (As Previously Reported) $ (76,501) $ 333,979 $ 266,848 $ 600,827 Adjustment to recognition of noncontrolling interest — — 27,062 27,062 Adjustments to net income (20,695) (20,695) — (20,695) Balance, December 31, 2019 (As Restated) $ (97,196) $ 313,284 $ 293,910 $ 607,194 The tables below illustrate the impact of the Restatement, as well as other adjustments, on our historical Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Cash Flows, and Condensed Consolidated Statements of Changes in Stockholder’s Equity for the interim quarters impacted, each as compared with the amounts presented in the original Form 10-Q previously filed with the SEC. All adjustments presented in the tables below reflect the impact of the consolidation of the ExAlt Trusts, unless otherwise specifically indicated in the footnotes to each table. The following table sets forth the effects of the Restatement on the affected line items within the Company’s previously reported Condensed Consolidated Balance Sheets as of September 30, 2020, June 30, 2020, and March 31, 2020 (dollars in thousands). September 30, 2020 June 30, 2020 March 31, 2020 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated ASSETS Cash and cash equivalents $ 93,766 $ 588 $ 94,354 $ 149,233 $ 454 $ 149,687 $ 116,432 $ 776 $ 117,208 Restricted cash 15,990 5,324 21,314 19,059 6,686 25,745 26,446 7,613 34,059 Investment in alternative assets, at net asset value — 221,245 221,245 — 315,713 315,713 — 335,487 335,487 Loan receivables, net of discount 229,961 (229,961) — 218,448 (218,448) — 219,296 (219,296) — Allowance for loan losses (2,914) 2,914 — (7,900) 7,900 — (700) 700 — Loans receivable, net 227,047 (227,047) — 210,548 (210,548) — 218,596 (218,596) — Fees receivable 31,571 (31,571) — 31,611 (31,611) — 30,453 (30,453) — Financing receivables from affiliates — — — 69,428 (69,428) — 68,290 (68,290) — Other assets 53,501 838 54,339 40,142 1,399 41,541 33,906 1,035 34,941 Goodwill 2,384,121 (16,371) 2,367,750 2,384,121 (16,371) 2,367,750 2,372,595 (4,845) 2,367,750 TOTAL ASSETS 3,629,674 (46,994) 3,582,680 3,718,637 (3,706) 3,714,931 3,684,229 22,727 3,706,956 LIABILITIES & STOCKHOLDERS’ EQUITY LIABILITIES Seller Trust L Bonds (1) $ 366,892 $ (94,788) $ 272,104 $ 366,892 $ — $ 366,892 $ 366,892 $ — $ 366,892 Deferred revenue 35,848 (35,848) — 37,858 (37,858) — 39,651 (39,651) — Repurchase option — 730 730 — 56,660 56,660 — 52,052 52,052 Accounts payable and accrued expenses 33,235 277 33,512 23,457 242 23,699 21,139 208 21,347 Deferred tax liability, net (2) 52,500 — 52,500 33,674 18,826 52,500 40,206 12,294 52,500 TOTAL LIABILITIES 1,970,900 (129,629) 1,841,271 1,913,834 37,870 1,951,704 1,841,462 24,903 1,866,365 STOCKHOLDERS’ EQUITY Common stock in treasury, at cost, 12,337,264 shares December 31, 2020 and 2,500,000 shares as of December 31, 2019 (1) (24,550) (42,856) (67,406) (24,550) — (24,550) (24,550) — (24,550) Additional paid-in capital (1) 178,969 98,385 277,354 225,537 — 225,537 229,207 — 229,207 Accumulated deficit (2) (200,935) (5,501) (206,436) (136,355) (24,752) (161,107) (121,933) (18,634) (140,567) TOTAL GWG HOLDINGS STOCKHOLDERS’ EQUITY 120,630 50,028 170,658 242,067 (24,752) 217,315 269,415 (18,634) 250,781 Noncontrolling interests (1) 291,391 32,607 323,998 298,705 (16,824) 281,881 331,711 16,458 348,169 TOTAL STOCKHOLDERS’ EQUITY 412,021 82,635 494,656 540,772 (41,576) 499,196 601,126 (2,176) 598,950 TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY 3,629,674 (46,994) 3,582,680 3,718,637 (3,706) 3,714,931 3,684,229 22,727 3,706,956 (1) For September 30, 2020, adjustments reflect the impact of the Collateral Swap discussed in Note 1. (2) Adjustments reflect the impact of an immaterial out-of-period adjustment to correct the valuation allowance against the Company’s deferred tax assets. See Note 2 to the consolidated financial statements for more details. The following tables set forth the effects of the Restatement on the affected line items within the Company’s previously reported Condensed Consolidated Statements of Operations for the quarterly periods ended September 30, 2020, June 30, 2020, and March 31, 2020 (dollars in thousands). Three Months Ended September 30, 2020 Three Months Ended June 30, 2020 Three Months Ended March 31, 2020 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated REVENUE Investment income (loss), net $ — $ 56,705 $ 56,705 $ — $ (22,671) $ (22,671) $ — $ 7,556 $ 7,556 Interest income 12,928 (12,650) 278 12,671 (12,371) 300 13,989 (13,274) 715 Trust services revenues 4,556 (4,556) — 4,829 (4,829) — 5,027 (5,027) — TOTAL REVENUE 28,513 39,499 68,012 68,789 (39,871) 28,918 33,557 (10,745) 22,812 EXPENSES Provision for loan losses (4,986) 4,986 — 7,200 (7,200) — 700 (700) — Other expenses 4,550 162 4,712 4,895 168 5,063 3,612 — 3,612 TOTAL EXPENSES 81,963 5,148 87,111 68,720 (7,032) 61,688 124,050 (700) 123,350 LOSS BEFORE INCOME TAXES (53,450) 34,351 (19,099) 69 (32,839) (32,770) (90,493) (10,045) (100,538) INCOME TAX EXPENSE (BENEFIT) (1) 22,444 (18,826) 3,618 (8,550) 6,532 (2,018) (14,507) (1,638) (16,145) LOSS BEFORE LOSS FROM EQUITY METHOD INVESTMENTS (75,894) 53,177 (22,717) 8,619 (39,371) (30,752) (75,986) (8,407) (84,393) NET INCOME (LOSS) (77,325) 53,177 (24,148) 7,301 (39,371) (32,070) (77,516) (8,407) (85,923) Net (income) loss attributable to noncontrolling interests 12,745 (33,926) (21,181) (21,723) 33,253 11,530 32,084 10,468 42,552 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (68,149) $ 19,251 $ (48,898) $ (18,136) $ (6,118) $ (24,254) $ (49,384) $ 2,061 $ (47,323) NET INCOME (LOSS) PER COMMON SHARE Basic $ (2.23) $ 0.63 $ (1.60) $ (0.59) $ (0.20) $ (0.79) $ (1.62) $ 0.07 $ (1.55) Diluted $ (2.23) $ 0.63 $ (1.60) $ (0.59) $ (0.20) $ (0.79) $ (1.62) $ 0.07 $ (1.55) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (2) Basic 30,584,719 (106,927) 30,477,792 30,536,830 — 30,536,830 30,534,977 — 30,534,977 Diluted 30,584,719 (106,927) 30,477,792 30,536,830 — 30,536,830 30,534,977 — 30,534,977 (1) Adjustments reflect the impact of an immaterial out-of-period adjustment to correct the valuation allowance against the Company’s deferred tax assets. See Note 2 to the consolidated financial statements for more details. (2) For September 30, 2020, adjustments reflect the impact of the Collateral Swap discussed in Note 1. The following tables set forth the effects of the Restatement on the affected line items within the Company’s previously reported Condensed Consolidated Statements of Operations for the year-to-date periods ended September 30, 2020 and June 30, 2020 (dollars in thousands). Nine Months Ended September 30, 2020 Six Months Ended June 30, 2020 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated REVENUE Investment income (loss), net $ — $ 41,590 $ 41,590 $ — $ (15,115) $ (15,115) Interest income 39,588 (38,295) 1,293 26,660 (25,645) 1,015 Trust services revenues 14,412 (14,412) — 9,856 (9,856) — TOTAL REVENUE 130,859 (11,117) 119,742 102,346 (50,616) 51,730 EXPENSES Provision for loan losses 2,914 (2,914) — 7,900 (7,900) — Other expenses 13,057 330 13,387 8,507 168 8,675 TOTAL EXPENSES 274,733 (2,584) 272,149 192,770 (7,732) 185,038 LOSS BEFORE INCOME TAXES (143,874) (8,533) (152,407) (90,424) (42,884) (133,308) INCOME TAX EXPENSE (BENEFIT) (1) (613) (13,932) (14,545) (23,057) 4,894 (18,163) LOSS BEFORE LOSS FROM EQUITY METHOD INVESTMENTS (143,261) 5,399 (137,862) (67,367) (47,778) (115,145) NET INCOME (LOSS) (147,540) 5,399 (142,141) (70,215) (47,778) (117,993) Net loss attributable to noncontrolling interests 23,106 9,795 32,901 10,361 43,721 54,082 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (135,669) $ 15,194 $ (120,475) $ (67,520) $ (4,057) $ (71,577) NET INCOME (LOSS) PER COMMON SHARE Basic $ (4.44) $ 0.49 $ (3.95) $ (2.21) $ (0.13) $ (2.34) Diluted $ (4.44) $ 0.49 $ (3.95) $ (2.21) $ (0.13) $ (2.34) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (2) Basic 30,552,233 (35,902) 30,516,331 30,535,811 — 30,535,811 Diluted 30,552,233 (35,902) 30,516,331 30,535,811 — 30,535,811 (1) Adjustments reflect the impact of an immaterial out-of-period adjustment to correct the valuation allowance against the Company’s deferred tax assets. See Note 2 to the consolidated financial statements for more details. (2) For September 30, 2020, adjustments reflect the impact of the Collateral Swap discussed in Note 1. The following tables set forth the effects of the Restatement on the affected line items within the Company’s previously reported Condensed Consolidated Statements of Cash Flows for the year-to-date periods ended September 30, 2020, June 30, 2020, and March 31, 2020 (dollars in thousands). Nine Months Ended September 30, 2020 Six Months Ended June 30, 2020 Three Months Ended March 31, 2020 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (147,540) $ 5,399 $ (142,141) $ (70,215) $ (47,778) $ (117,993) $ (77,516) $ (8,407) $ (85,923) Adjustments to reconcile net income (loss) to net cash flows used in operating activities: Investment income (loss), net — (41,590) (41,590) — 15,115 15,115 — (7,556) (7,556) Amortization of upfront fees (5,356) 5,356 — (3,586) 3,586 — (1,793) 1,793 — Return on investments in alternative assets — 1,577 1,577 — 1,180 1,180 — 374 374 Non-cash interest income, including interest paid-in-kind and accretion of purchase discount (38,530) 38,315 (215) (25,811) 25,665 (146) (13,374) 13,295 (79) Provision for loan losses 2,914 (2,914) — 7,900 (7,900) — 700 (700) — Deferred income taxes (1) (4,621) (13,932) (18,553) (24,250) 4,894 (19,356) (17,717) (1,638) (19,355) Change in operating assets and liabilities: Fees receivable (2,643) 2,643 — (2,443) 2,443 — (1,285) 1,285 — Other assets (2,634) 184 (2,450) (2,869) (377) (3,246) 368 (12) 356 Accounts payable and accrued expenses 8,306 58 8,364 2,592 21 2,613 (1,103) 15 (1,088) NET CASH FLOWS USED IN OPERATING ACTIVITIES (142,905) (4,904) (147,809) (83,669) (3,151) (86,820) (40,632) (1,551) (42,183) CASH FLOWS FROM INVESTING ACTIVITIES Net change in loans receivable 11,169 (11,169) — 11,169 (11,169) — 10,614 (10,614) — Investments in alternative assets — (226) (226) — (169) (169) — (78) (78) Return of investments in alternative assets — 5,752 5,752 — 5,169 5,169 — 4,173 4,173 NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES 16,007 (5,643) 10,364 19,049 (6,169) 12,880 10,751 (6,519) 4,232 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 10,425 (10,547) (122) 68,962 (9,320) 59,642 43,547 (8,070) 35,477 CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD 99,331 16,459 115,790 99,331 16,459 115,790 99,331 16,459 115,790 END OF PERIOD $ 109,756 $ 5,912 $ 115,668 $ 168,293 $ 7,139 $ 175,432 $ 142,878 $ 8,389 $ 151,267 (1) Adjustment reflects the impact of an immaterial out-of-period adjustment to correct the valuation allowance against the Company’s deferred tax assets. See Note 2 to the consolidated financial statements for more details. Nine Months Ended September 30, 2020 Six Months Ended June 30, 2020 Three Months Ended March 31, 2020 As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated As Previously Reported Adjustments As Restated NON-CASH INVESTING AND FINANCING ACTIVITIES Conversion of Promissory Note 70,565 (70,565) — — — — — — — Collateral Swap (see Note 1): Exchange of alternative assets for Seller Trust L Bonds (1) — 94,788 94,788 — — — — — — Exchange of alternative assets for common stock (1) — 42,856 42,856 — — — — — — Deemed capital contribution from related party (1) — 46,770 46,770 — — — — — — Adjustment to noncontrolling interest as a result of Collateral Swap (1) — 3,444 3,444 — — — — — — Distribution payable to noncontrolling interest — 165 165 — 165 165 — 136 136 Business combination measurement period adjustments: Reduction in loans receivable 26,116 (26,116) — 26,116 (26,116) — 14,590 (14,590) — (1) For September 30, 2020, adjustments reflect the impact of the Collateral Swap discussed in Note 1. The following table sets forth the effects of the Restatement on the affected line items and classes of stockholders’ equity within the Company’s previously reported Condensed Consolidated Statements of Changes in Stockholder’s Equity for the quarters ended March 31, 2020 through September 30, 2020 (dollars in thousands). There was no impact to the redeemable noncontrolling interest. Common Shares Additional Paid-in Capital Accumulated Deficit Treasury Stock Total GWG Holdings Stockholders’ Equity Noncontrolling Interests Total Stockholders’ Equity Balance, December 31, 2019 (As Previously Reported) 30,533,793 $ 233,106 $ (76,501) $ (24,550) $ 333,979 $ 266,848 $ 600,827 Adjustments to recognition of noncontrolling interest — — — — — 27,062 27,062 Adjustments to net income — — (20,695) — (20,695) — (20,695) Balance, December 31, 2019 (As Restated) 30,533,793 233,106 (97,196) (24,550) 313,284 293,910 607,194 Adjustments to noncontrolling interest — — — — — (10,604) (10,604) Adjustments to net loss — — 2,061 — 2,061 — 2,061 Total other activity as previously reported 1,456 (3,899) (45,432) — (64,564) 64,863 299 Balance, March 31, 2020 (As Restated) 30,535,249 229,207 (140,567) (24,550) 250,781 348,169 598,950 Adjustments to noncontrolling interest — — — — — (33,282) (33,282) Adjustments to net loss — — (6,118) — (6,118) — (6,118) Total other activity as previously reported 2,232 (3,670) (14,422) — (27,348) (33,006) (60,354) Balance, June 30, 2020 (As Restated) 30,537,481 225,537 (161,107) (24,550) 217,315 281,881 499,196 Adjustments to noncontrolling interest — — — — — 33,926 33,926 Adjustments to net loss — — 19,251 — 19,251 — 19,251 Deemed capital contribution from related party — 46,770 — — 46,770 — 46,770 Recognition of shares in treasury (9,837,264) — — (42,856) (42,856) — (42,856) Adjustment for change in ownership — 8,039 — — 8,039 (8,039) — Reduction to noncontrolling interest for Beneficient treasury — — — — — (3,444) (3,444) Total other activity as previously reported 57,183 (2,992) (64,580) — (77,861) 19,674 (58,187) Balance, September 30, 2020 (As Restated) 20,757,400 $ 277,354 $ (206,436) $ (67,406) $ 170,658 $ 323,998 $ 494,656 |