8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 22, 2016

GWG Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36615	26-2222607
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

220 South Sixth Street, Suite 1200, Minneapolis, MN	55402
(Address of principal executive offices)	(Zip Code)

(612) 746-1944

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02         Results of Operations and Financial Condition.

On April 28, 2016, GWG Holdings, Inc. issued a press release reporting the financial results for its first fiscal quarter ended March 31, 2016.

Item 5.03        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective April 26, 2016, the Board of Directors of GWG Holdings adopted an amendment to its Certificate of Designation for Redeemable Preferred Stock that revised Section 4(a) of the Certificate of Designation to provide that the regular record date to be used for determining the holders of record entitled to receive any payment of dividends is the final business day of the month on which GWG Holdings’ common stock trades or is eligible to trade, subject to the requirement that a holder must have held shares of Redeemable Preferred Stock for more than two business days. Previously, the record date had been the last calendar day of each month.

In addition, Section 9(a)(i) of the Certificate of Designation was deleted in its entirety and Section 9(a)(ii) was amended, the result of which deletion and amendment revised the redemption terms of the Certificate of Designation to permit holders to request redemption at any time (thereby eliminating the previous one-year holding requirement), and without volume limitations (thereby eliminating the previous limitation that a holder could request redemption for a maximum of up to 25% of such holder’s shares of Redeemable Preferred Stock). The amendment to Section 9(a)(ii) also revised the redemption fees applicable to a holder who requests redemption of Redeemable Preferred Stock to be: (i) 12% if the redemption is requested before the first anniversary of the original issuance of such shares; (ii) 10% if the redemption is requested on or after the first anniversary and before the second anniversary of the issuance of such shares; (iii) 8% if the redemption is requested on or after the second anniversary and before the third anniversary of the issuance of such shares; and (iv) no redemption fee if the redemption requested on or after the third anniversary of issuance. A copy of the amendment is filed as Exhibit 3.1 to this report. The description of the amendment contained above is qualified in its entirety by the actual text of the amendment.

Item 5.07        Submission of Matters to a Vote of Security Holders.

GWG Holdings held its annual meeting of stockholders on April 22, 2016. At the meeting, stockholders of GWG Holdings took the following actions:

(i)     The stockholders elected seven directors to serve as members of the Board of Directors until the next annual meeting of stockholders. The stockholders present in person or by proxy cast the following numbers of votes in connection with the election of directors, resulting in the election of all director nominees:

Nominee	Votes For		Votes Withheld
Jon R. Sabes		4,854,132		24,087
Paul A. Siegert		4,854,132		24,087
Steven F. Sabes		4,854,132		24,087
Charles H. Maguire III		4,855,432		22,787
David H. Abramson		4,855,432		22,787
Jeffrey L. McGregor		4,855,432		22,787
Shawn R. Gensch		4,855,432		22,787

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(ii)     The stockholders approved an amendment to the GWG Holdings’ Certificate of Designation for Redeemable Preferred Stock. The holders of 4,829,706 shares voted for this proposal; the holders of 19,863 shares voted against this proposal; and the holders of 28,650 shares abstained.

(iii)    The stockholders ratified the appointment of Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm of GWG Holdings for the year ending December 31, 2016. The holders of 4,857,183 shares voted for this proposal; the holders of 18,404 shares voted against this proposal; and the holders of 2,632 shares abstained.

Solicitation was made and consents were received from the holders of Redeemable Preferred Stock to approve the amendment to the Certificate of Designation discussed above.

Item 7.01        Regulation FD Disclosure.

As indicated above, on April 28, 2016, GWG Holdings issued a press release.

The information in Items 2.02 and 7.01 of this Report on Form 8-K are to be considered filed with the Securities and Exchange Commission. A copy of the press release reporting the information included in Items 2.02 and 7.01 is filed as Exhibit 99.1 to this report.

Item 9.01        Financial Statements and Exhibits.

(d)     Exhibits.

3.1	Amendment to Certificate of Designation for Redeemable Preferred Stock (filed herewith)
99.1	Press release dated April 28, 2016 (filed herewith)

Exhibit 99.1 is to be considered filed with the Securities and Exchange Commission.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GWG Holdings, Inc.
Date: April 28, 2016	By:	/s/ William Acheson
		William Acheson
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Amendment to Certificate of Designation for Redeemable Preferred Stock (filed herewith)
99.1	Press release dated April 28, 2016 (filed herewith)

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EX-3.1

Exhibit 3.1

ARTICLES OF AMENDMENT OF
CERTIFICATE OF DESIGNATION

of

REDEEMABLE PREFERRED STOCK

The undersigned executive officer of GWG Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies that the following Articles of Amendment of Certificate of Designation of Redeemable Preferred Stock of the Company were duly authorized and adopted by the Board of Directors of the Company (the “Board”) effective as of March 17, 2016, and by the stockholders of the Company (the “Stockholders”) effective as of April 26, 2016, pursuant to the provisions of the Delaware General Corporation Law (the “DGCL”).

A.           The name of the Company is GWG Holdings, Inc.

B.            1,448.52 shares of Redeemable Preferred Stock had been issued as of the record date of March 25, 2016.

C.            These Articles of Amendment were adopted by the Stockholders pursuant to the provisions of Section 242 of the DGCL at a meeting of the Stockholders, held in accordance with Section 222 of the DGCL, and pursuant to Section 8 of the Certificate of Designation of the Redeemable Preferred Stock of the Company.

D.           The resolutions of the Board adopting these Articles of Amendment are set forth below:

RESOLVED, that pursuant to the authority vested in the Board by the Company’s Certificate of Incorporation, as amended, and in accordance with the DGCL, Section 242, the Board hereby approves and adopts the following amendments to the Certificate of Designation for the Company’s “Redeemable Preferred Stock,” as follows:

1.            Section 4(a) of the Certificate of Designation of the Redeemable Preferred Stock of the Company (the “Certificate of Designation”) is hereby amended to read in its entirety as follows:

(a)       Holders of Redeemable Preferred Stock shall be entitled to receive for each share of Redeemable Preferred Stock, and the Company shall pay, subject to the provisions of the DGCL and legally available funds therefor, preferential cumulative dividends at the per annum rate of 7.0% on the Stated Value, payable in arrears in monthly installments on the 15th day of the next following month (or the next following business day thereafter in the event such date is not a business day), when and as declared by the Board of Directors (the “Preferred Dividends”), (i) in cash out of legally available funds, or (ii) at the Company’s option, in duly authorized, validly issued, fully paid and non-assessable shares of Redeemable Preferred Stock. Preferred Dividends on shares of Redeemable Preferred Stock shall also be payable upon any Redemption Date, as defined below, and upon the final distribution date relating to a Liquidation Event, as defined below. Preferred Dividends shall cease to accrue on shares of Redeemable Preferred Stock on the day immediately prior to any Redemption Date, as defined in Section 9(a) below, and on the final distribution date relating to a Liquidation Event. Regular dividends shall be payable to the holders of record of the Redeemable Preferred Stock as of a regular record date that shall be the final business day of each calendar month, which business day is a day on which the Company’s common stock trades or is eligible for trading on the primary market for such stock, in accordance with the DGCL. Notwithstanding the foregoing, holders of Redeemable Preferred Stock as of a regular record date must have held their Redeemable Preferred Stock for more than two business days (which business days must be a trading day on which the Company’s common stock trades or is eligible for trading on the primary market for such stock) in order to be eligible to receive a dividend payment on such shares of Redeemable Preferred Stock on the next payment date. In the event that the Company’s common stock no longer trades or is eligible for trading on a trading market, the requirement in the prior two sentences that a business day shall be a “trading day” shall not apply. In the case of payment by the Company of dividends in the form of shares of Redeemable Preferred Stock, such stock shall be valued at the Stated Value.

2.             Section 9(a)(i) of the Certificate of Designation is hereby deleted in its entirety.

3.             Section 9(a)(ii) of the Certificate of Designation is hereby amended to read in its entirety as follows:

(ii)           Upon receipt of a written notice from the holder of one or more shares of Redeemable Preferred Stock requesting that the Company redeem all or any portion of such share(s) (the “Holder Redemption Notice”), the Company may redeem the applicable Redeemable Preferred Stock for the Redemption Price, as defined in Section 9(b)(i), subject, however, to the applicable redemption fee specified below:

(A)        if the Holder Redemption Notice is given prior to the first anniversary of the issuance of such Redeemable Preferred Stock, then a 12% redemption fee shall apply;

(B)        if the Holder Redemption Notice is given on or after the first anniversary of the issuance of such Redeemable Preferred Stock, but prior to the second anniversary of the issuance of such Redeemable Preferred Stock, then a 10% redemption fee shall apply; and

(C)        if the Holder Redemption Notice is given on or after the second anniversary of the issuance of such Redeemable Preferred Stock, but prior to the third anniversary of the issuance of such Redeemable Preferred Stock, then an 8% redemption fee shall apply; and

(D)       if the Holder Redemption Notice is given on or after the third anniversary of the issuance of such Redeemable Preferred Stock, then no redemption fee shall apply.

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IN WITNESS WHEREOF, the Company has caused these Articles of Amendment of Certificate of Designation to be executed by the undersigned on this 25th day of April, 2016.

GWG HOLDINGS, INC.
By:	/s/ William Acheson
Name:	William Acheson
Title:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

GWG HOLDINGS ReportS FIRST Quarter
2016 Financial Results

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

Highlights:

For the Three Months Ended March 31, 2016

● GAAP Financial Information

○ Total revenue of $17.9 million, up 6.4% from the prior year

○ Net income attributable to common shareholders of $1.4 million, or $0.24 and $0.18 per basic and fully diluted share, respectively

● Non-GAAP Financial Information¹

○ Adjusted Non-GAAP income of $13.4 million, or $2.26 per basic share²

○ Non-GAAP Net Asset Value of $15.56 per basic share as of March 31, 2016³

● Continued to experience returns on matured policies that when blended with the expected yield of our current portfolio validate our long term pricing and return assumptions

● Recognized $19.2 million in policy benefits from maturities on six life insurance policies

● Purchased 75 policies with $102 million in face value of policy benefits

● Grew the Company’s portfolio of life insurance to over $1.0 billion in face value of policy benefits covering 419 unique lives; a net sequential growth of $83.0 million

● Raised a combined total of $35 million in capital from the sale of the Company’s $1 billion L Bond and Redeemable Preferred Stock offerings combined

● Of the more than 3,500 financial advisors selling GWG’s investment products, 64% are authorized to source policies through GWG’s Appointed Agent Program

● Direct originations from GWG’s Appointed Agent Program accounted for 23% of all life insurance policies in GWG’s current pipeline and 13% of policies purchased for the quarter

● Maintained a total liquidity position of $66.7 million as of March 31, 2016⁴

(1) See non-GAAP Financial Measures below.

(2) Our credit facility requires us to maintain a positive net income calculated on an adjusted non-GAAP basis. We calculate the adjusted net income by recognizing the actuarial gain accruing within our life insurance policies at the expected internal rate of return of the policies we own without regard to fair value. We net this actuarial gain against our adjusted costs during the same period to calculate our net income on a non-GAAP basis.

(3) Net asset value per share is calculated as present value of the Company’s portfolio of life insurance policies using a discount rate of 6.91% (equal to the Company’s weighted average cost of financing) plus cash on hand and policy benefits receivable less the sum of the Company’s interest bearing debt

(4) Includes cash, cash equivalents, restricted cash, and policy benefits receivable plus amounts available on the senior credit facility.

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Management Commentary

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

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

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

First Quarter 2016 Financial Summary

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

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

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

Liquidity & Capital Resources

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

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Life Insurance Portfolio Summary

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

* weighted averages.

Distribution of Policies and Policy Benefits by Current Age of Insured

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

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Trailing Twelve Month Benefits and Premiums Paid

For the dates set forth below, the following table illustrates the total amount of face value of policy benefits owned, the trailing twelve months of life insurance policy benefits recognized, and premiums paid on our portfolio. The trailing 12-month benefits/premium coverage ratio indicates the ratio of policy benefits received to premiums paid over the trailing 12-month period from our portfolio of life insurance policies.

Quarter End Date	Portfolio Face Amount		12-Month Trailing Benefits Collected		12-Month Trailing Premiums Paid		12-Month Trailing Benefits/Premium Coverage Ratio
March 31, 2012	$	482,455,000	$	4,203,000	$	14,977,000		28.1	%
June 30, 2012		489,255,000		8,703,000		15,412,000		56.5	%
September 30, 2012		515,661,000		7,833,000		15,837,000		49.5	%
December 31, 2012		572,245,000		7,350,000		16,597,000		44.3	%
March 31, 2013		639,755,000		11,350,000		18,044,000		62.9	%
June 30, 2013		650,655,000		13,450,000		19,182,000		70.1	%
September 30, 2013		705,069,000		18,450,000		20,279,000		91.0	%
December 31, 2013		740,648,000		16,600,000		21,733,000		76.4	%
March 31, 2014		771,940,000		12,600,000		21,930,000		57.5	%
June 30, 2014		784,652,000		6,300,000		22,598,000		27.9	%
September 30, 2014		787,964,000		4,300,000		23,121,000		18.6	%
December 31, 2014		779,099,000		18,050,000		23,265,000		77.6	%
March 31, 2015		754,942,000		46,675,000		23,786,000		196.2	%
June 30, 2015		806,274,000		47,125,000		24,348,000		193.6	%
September 30, 2015		878,882,000		44,482,000		25,313,000		175.7	%
December 31, 2015		944,844,000		31,232,000		26,650,000		117.2	%
March 31, 2016		1,027,821,000		21,845,000		28,771,000		75.9	%

Conference Call Details

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

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

About GWG Holdings, Inc.

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

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

Cautionary Statement Regarding Forward-Looking Statements

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

Investor Contacts:

Larry Clark (310) 622-8223

Kristen Papke (310) 622-8225

Financial Profiles, Inc.

GWGH@finprofiles.com

Media Contacts:

Rose Reifsnyder

Senior Vice President, Marketing

GWG Holdings, Inc.

(612) 840-7204

rreifsnyder@gwglife.com

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GWG HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

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GWG HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED UNAUDITED STATEMENTS OF OPERATIONS

	Three Months Ended
	March 31, 2016		March 31, 2015
REVENUE
Gain on life settlements, net	$	17,713,712	$	16,783,409
Interest and other income		190,181		49,296
TOTAL REVENUE		17,903,893		16,832,705
EXPENSES
Interest expense		9,660,386		7,176,534
Employee compensation and benefits		2,466,197		1,727,917
Legal and professional fees		1,206,128		578,144
Other expenses		2,412,160		1,478,848
TOTAL EXPENSES		15,744,871		10,961,443
INCOME BEFORE INCOME TAXES		2,159,022		5,871,262
INCOME TAX EXPENSE		1,084,717		2,609,371
NET INCOME		1,074,305		3,261,891
Income attributable to preferred shareholders		342,962		353,155
INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	1,417,267	$	3,615,046
NET INCOME PER COMMON SHARE
Basic	$	0.24	$	0.62
Diluted	$	0.18	$	0.46
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		5,942,790		5,870,193
Diluted		7,987,321		7,940,645

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Non-GAAP Financial Measures

GWG uses non-GAAP financial measures for evaluating financial results, planning and forecasting, and maintaining compliance with covenants contained in borrowing agreements. The application of current GAAP standards during a period of significant growth in the Company’s business, in which period the Company is building a large and actuarially diverse portfolio of life insurance, results in current period operating performance that may not be reflective of the Company’s long-term earnings potential. Management believes that the Company’s non-GAAP financial measures permit investors to better focus on this long-term earnings performance without regard to the volatility in GAAP financial results that can occur during this phase of growth.

Non-GAAP financial measures disclosed by GWG are provided as additional information to investors in order to provide an alternative method for assessing our financial condition and operating results. These non-GAAP financial measures are not in accordance with GAAP and may be different from non-GAAP measures used by other companies, including other companies within our industry. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for comparable amounts prepared in accordance with GAAP. A reconciliation of GAAP to the non-GAAP financial measures described above can be found below.

Adjusted Non-GAAP Net Income. Our credit facility requires us to maintain a positive net income calculated on an adjusted non-GAAP basis. We calculate the adjusted net income by recognizing the actuarial gain accruing within our life insurance policies at the expected internal rate of return of the policies we own without regard to fair value. We net this actuarial gain against our adjusted costs during the same period to calculate our net income on a non-GAAP basis.

	Three Months Ended March 31,
	2016			2015
GAAP net income	$	1,074,305		$	3,261,891
Unrealized fair value (gain) loss (1)		(11,531,553	)		1,893,845
Adjusted cost basis increase (2)		15,367,047			12,229,201
Accrual of unrealized actuarial gain (3)		8,178,975			4,241,446
Total adjusted non-GAAP income (4)	$	13,088,774		$	21,626,383
Adjustments to income		342,962			353,155
Non-GAAP income attributable to common shareholders	$	13,431,736		$	21,979,538
Net income per share:
Basic	$	2.26		$	3.74
Diluted	$	1.68		$	2.77
Average shares outstanding:
Basic		5,942,790			5,870,193
Diluted		7,987,321			7,940,645

(1) Reversal of unrealized fair value gain of life insurance policies for current period.

(2) Adjusted cost basis is increased to include those acquisition and servicing expenses which are not capitalized under GAAP.

(3) Accrual of actuarial gain at expected internal rate of return based on the investment cost basis for the period.

(4) We must maintain an annual positive consolidated net income, calculated on a non-GAAP basis, to maintain compliance with our revolving credit facility with DZ Bank/Autobahn.

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

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

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

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

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