EMERGENT CAPITAL : Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-K)

You should read the following discussion in conjunction with the consolidated
financial statements and accompanying notes and the information contained in
other sections of this Annual Report on Form 10-K, particularly under the
headings "Risk Factors," "Selected Financial Data" and "Business." This
discussion and analysis is based on the beliefs of our management, as well as
assumptions made by, and information currently available to, our management. The
statements in this discussion and analysis concerning expectations regarding our
future performance, liquidity and capital resources, as well as other
non-historical statements in this discussion and analysis, are forward-looking
statements. See "Cautionary Statement Regarding Forward-Looking Statements."
These forward-looking statements are subject to numerous risks and
uncertainties, including those described under "Risk Factors." Our actual
results could differ materially from those suggested or implied by any
forward-looking statements.
Business Overview

Emergent Capital, Inc. was founded in December 2006 as a Florida limited
liability company, Imperial Holdings, LLC, and converted into Imperial Holdings,
Inc. on February 3, 2011, in connection with the Company's initial public
offering. Effective September 1, 2015, the name was changed to Emergent Capital,
Inc. (with its subsidiary companies, the "Company" or "Emergent Capital").
Emergent Capital, through its subsidiaries owns 2 life insurance policies, also
referred to as life settlements, with a fair value of $1.3 million and an
aggregate death benefit of approximately $12.0 million at November 30, 2019.
Additionally, through a subsidiary, the Company owns a 27.5% equity investment,
having an estimated fair value of approximately $137.8 million at November 30,
2019, in White Eagle Asset Portfolio, LP ("White Eagle"), which was previously a
wholly-owned subsidiary of the Company that holds a portfolio of life
settlements. The Company primarily earns income through change in fair value and
death benefits from these two polices and change in fair value and distributions
from its equity investment in White Eagle.

Change in Financial Year End

On September 7, 2018, the Board of Directors adopted resolutions to change the
Company's fiscal year end, and have the Company cause its direct and indirect
subsidiaries change their fiscal year ends, from December 31 to November 30,
effective immediately. Our financial results for the fiscal year ended
November 30, 2019 will cover the twelve months of transactions from December 1,
2018 to November 30, 2019, and are compared to the results of our previous
fiscal year ended November 30, 2018 which covers the eleven months transition
period from January 1, 2018 to November 30, 2018 and our previous twelve month
year-end as of December 31, 2017.

Voluntary Petitions for Relief Under Chapter 11 and De-consolidation of Subsidiaries

On November 14, 2018 (the "Petition Date"), Lamington Road Designated Activity
Company (formerly known as Lamington Road Limited), the Company's wholly-owned
indirect Irish subsidiary ("Lamington" or "Lamington Road DAC"), and White Eagle
General Partner, LLC, the Company's wholly-owned indirect Delaware subsidiary
("WEGP"), filed voluntary petitions for relief under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"). Lamington is the limited partner and owns
99.99%, and WEGP is the general partner and owns 0.01%, of White Eagle. In its
capacity as general partner, WEGP manages the affairs of White Eagle. The
Lamington and WEGP filings are referred to as the "November Chapter 11 Cases."

The commencement of the November Chapter 11 Cases would constitute defaults and
events of default under the terms of the Company's Amended and Restated Senior
Secured Indenture and the New Convertible Note Indenture (each as defined
below). However, such defaults and events of default and their consequences were
waived in advance of the November Chapter 11 Cases by holders of a majority of
the outstanding principal amounts of each of the 8.5% Senior Secured Notes and
the New Convertible Notes, and consequently, the Company believes that no
defaults, events of default or acceleration of the payment obligations
thereunder, including principal or accrued interest, occurred under either the
Amended and Restated Senior Secured Indenture or the New Convertible Note
Indenture. The commencement of the November Chapter 11 Cases constituted an
event of default under the Second Amended and Restated Loan and Security
Agreement, dated as of January 31, 2017, by and among White Eagle, as borrower,
Imperial Finance and Trading, LLC, Lamington Road Bermuda, LTD, as Portfolio
Manager ("Lamington Bermuda"), CLMG Corp., as Administrative Agent ("CLMG"), and
LNV Corporation, as Lender ("LNV"), as amended (the "White Eagle Revolving

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Credit Facility"), resulting in the principal and accrued interest due from
White Eagle thereunder becoming immediately due and payable. Lamington and WEGP
have pledged their respective interests in White Eagle to secure its obligations
under the White Eagle Revolving Credit Facility. Any efforts by LNV, or CLMG to
enforce such pledges by Lamington and WEGP of their respective interests in
White Eagle in connection with the White Eagle Revolving Credit Facility are
automatically stayed as a result of the commencement of the November Chapter 11
Cases and LNV's and CLMG's rights of enforcement in respect of the White Eagle
Revolving Credit Facility are subject to the applicable provisions of the
Bankruptcy Code. In addition, on November 15, 2018, White Eagle, LNV and CLMG
entered into an Agreement Regarding Rights and Remedies (the "Standstill
Agreement"), pursuant to which LNV and CLMG agreed to refrain from exercising
their rights and remedies in connection with the White Eagle Revolving Credit
Facility, subject to the terms and provisions of the Standstill Agreement, until
12:00 p.m. noon Pacific time on November 26, 2018, to facilitate negotiations.
The effective period under the Standstill Agreement was extended several times,
finally to December 13, 2018. On November 25, 2019, the Bankruptcy Court entered
an order and final decree closing both of the Lamington and WEGP chapter 11
cases.

On December 13, 2018, White Eagle filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware (the "White Eagle Chapter 11 Case" and,
together with the November Chapter 11 Cases, the "Chapter 11 Cases"). The
Company obtained waivers from the requisite holders of each of the 8.5% Senior
Secured Notes and the New Convertible Notes with respect to the White Eagle
Chapter 11 Case, similar to the waivers for the November Chapter 11 Cases, and
believes that no defaults, events of default or acceleration of the payment
obligations thereunder, including principal or accrued interest, occurred with
respect to both the 8.5% Senior Secured Notes and the New Convertible Notes. On
September 16, 2019, the Bankruptcy Court entered an order and final decree
closing the White Eagle Chapter 11 Case.

On November 25, 2019, the Bankruptcy Court entered an order and final decree closing both of the Lamington and WEGP chapter 11 cases.

Repayment and Termination of the White Eagle Revolving Credit Facility

On August 16, 2019, the Company entered into a subscription agreement (the
"Subscription Agreement") with Lamington Road ("Class B Limited Partner"), White
Eagle, WEGP ("Withdrawing General Partner"), and Palomino JV, L.P. ("Palomino"
or "Class A Limited Partner"), in connection with the commitment letter signed
on June 22, 2019 with Jade Mountain Partners, LLC ("Jade Mountain"), pursuant to
which White Eagle sold to Palomino 72.5% of its limited partnership interests,
consisting of all of the newly issued and outstanding Class A and Class D
interests, and WEGP sold to an affiliate of Jade Mountain (the "Manager") all of
its general partnership interests (collectively, the "WE Investment") for a
purchase price of approximately $366.2 million and $8.0 million for the Class A
and Class D interests, respectively. Pursuant to the Subscription Agreement,
Lamington received 27.5% of the limited partnership interests of White Eagle,
consisting of all of the newly issued and outstanding Class B interests in
exchange for all of its previously owned White Eagle limited partnership
interests with a value of approximately $138.9 million on the closing date.

The proceeds of the WE Investment were used to satisfy in full (i) the White
Eagle Revolving Credit Facility , and (ii) DIP Financing extended by CLMG, as
Administrative Agent ("CLMG"), as agent, and LNV, as Lender, to White Eagle,
each in connection with the termination of the White Eagle Revolving Credit
Facility and the release of the related liens on the collateral thereunder
pursuant to a Master Termination Agreement dated as of August 16, 2019 among
WEGP, Lamington, White Eagle, Markley Asset Portfolio, LLC, CLMG, as
administrative agent, LNV, as initial lender, Wilmington Trust, National
Association, in its capacities as securities intermediary, custodian and agent,
and Palomino (the "Master Termination Agreement"). The repayment and termination
of the White Eagle Revolving Credit Facility and the termination of the DIP
Financing, which had not been drawn against, were in accordance with the Plan of
Reorganization for Lamington, WEGP and White Eagle approved by the Bankruptcy
Court with respect to the previously announced voluntary petitions for relief
under Chapter 11 of the U.S. Bankruptcy Code of Lamington, WEGP and White Eagle
(the "Chapter 11 Cases").

The WE Investment was consummated, and the White Eagle Revolving Credit Facility
was paid off in full and terminated, on August 16, 2019. The payoff totaled
$402.5 million, which included payment directly to CLMG by Palomino of $374.2
million and payment to CLMG by White Eagle of $28.3 million, collectively
sufficient to repay, under the White Eagle Revolving Credit Facility, the
outstanding principal of $368.0 million, accrued and unpaid interest of $21.3
million plus, under the Plan of Reorganization, an early payment amount due to
LNV of $7.4 million and lender-allowed claims of $5.8 million. Of the $374.2
million purchase price of the limited partnership, $8.0 million was allocated

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to the Class D interests which amount is to be repaid in accordance with the
distribution terms of the amended and restated Limited Partnership Agreement of
White Eagle.

In connection with the WE Investment, the Limited Partnership Agreement of White
Eagle was amended and restated (the "A&R LPA") to provide for the issuance of
the Class A, B and D limited partnership interests, and for funding of an
"Advance Facility" to maintain reserves sufficient to fund premiums, certain
operating expenses of White Eagle and certain minimum payments to Lamington as
the holder of the Class B interests. Pursuant to the A&R LPA, holders of Class A
interests are entitled to receive distributions on the amounts paid or
contributed by them in relation to the WE Investment and funding of the Advance
Facility after payment of premiums on the portfolio policies and other fees and
expenses. The A&R LPA provides generally that holders of the Class A and Class B
Interests receive distributions of proceeds of the assets of White Eagle based
on their 72.5% and 27.5% ownership, respectively, after certain expenses and
reserves are funded (including such minimum payments to Lamington totaling
approximately $8.0 million per year for the first three (3) years and $4.0
million for the subsequent seven (7) years), provided that commencing after year
three (3), such minimum payments will be utilized to repay the Class D Return of
$8.0 million, which was advanced at closing, plus the greater of $2.0 million or
11% per annum on such $8.0 million to the extent necessary to fully repay such
Class D Return. The minimum payments to the Company will occur regardless of
maturities with payments through the premium/expense reserve account when there
are no maturity proceeds available for distributions as described below).
However, the A&R LPA also provides that all payments to holders of the Class B
interests (other than such minimum payments to Lamington during the first eight
(8) years following the Closing Date) are fully subordinated to payments in
respect of the minimum returns to holders of the Class A and Class D interests
(including repayment of all amounts advanced in respect of the Advance Facility)
and to any indemnification payments, if any, due to such holders and related
indemnified persons pursuant to the indemnities afforded them in and in relation
to the A&R LPA, Subscription Agreement, Master Termination Agreement and related
documents. As of the closing of the Investment, Lamington Bermuda resigned as
manager of the portfolio and was replaced by Jade Mountain or an affiliate
thereof.

On August 16, 2019, Lamington also entered into (i) a pledge agreement (the
"Pledge Agreement") pursuant to which it pledged the 27.5% limited partnership
interests of White Eagle owned by it to Palomino and certain other secured
parties in support of the payment and indemnification obligations described
above, and (ii) an assumption agreement among White Eagle, Lamington, the
Company and WEGP (the "Assumption Agreement") pursuant to which Lamington
assumed all liabilities and obligations of White Eagle and WEGP as of the
closing date of the Transactions, and Lamington, the Company and WEGP agreed to
terminate, waive and release any intercompany debt, obligations and liabilities
of White Eagle to Lamington, the Company and WEGP. On August 16, 2019, Emergent
entered into an indemnification agreement (the "Indemnification Agreement")
pursuant to which it indemnified Wilmington Trust, National Association against
claims and liabilities that may arise in relation to policies that have matured
prior to the Closing Date but as to which Wilmington Trust, National Association
has historically held title as securities intermediary.

See Note 10, "Investment in Limited Partnership" , to the accompanying consolidated financial statements for further information.

8.5% Senior Secured Notes Amendment

On December 10, 2018, the Company and Wilmington Trust, National Association, as
indenture trustee, entered into a Second Supplemental Indenture (the "Second
Supplemental Indenture") which amended the Amended and Restated Indenture, dated
as of July 28, 2017, as amended by the First Supplemental Indenture dated as of
January 10, 2018 (as so amended, the "Indenture"), relating to the Company's
8.5% Senior Secured Notes due July 15, 2021 (the "8.5% Senior Secured Notes").
The Second Supplemental Indenture (i) increased the aggregate principal amount
of Notes permitted to be issued under the Indenture from $40.0 million to $70.0
million and (ii) provided for interest on the Notes to be paid in kind, such
that the principal amount of the relevant holder's note is increased by the
amount of interest, in lieu of cash payment ("PIK"). The Company may elect to
pay PIK interest instead of cash interest for any Interest Period (as defined in
the Indenture) to holders of Notes who consented to accept PIK interest. Each
holder of outstanding Notes made an election with respect to some or all of the
outstanding principal amount of such holder's Notes as to whether or not to
accept PIK interest whenever the Company elects to pay interest in PIK in lieu
of cash. Any new holder of Notes, other than a transferee who is an affiliate of
a transferring holder that did not elect to accept PIK interest, will be deemed
to have elected to accept PIK interest. A holder receiving PIK interest shall
also automatically receive, for each applicable Interest Period, an amount equal
to 3.0% per annum of additional interest on the principal amount of such
holder's Notes for which the holder elected to accept PIK interest.


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All terms of the Indenture that were not amended by the Second Supplemental Indenture remain in full force and effect.

On December 28, 2018, the Company entered into subscription agreements (the
"Subscription Agreements) with several investors (the "Investors"), Pursuant to
the Subscription Agreements, the Investors purchased from the Company an
aggregate of $5.7 million principal amount of the Company's 8.5% Senior Secured
Notes for an aggregate purchase price of $4.3 million. The transactions were
consummated on December 28, 2018.

On December 28, 2018, the Company received a commitment letter (the "Commitment
Letter") from Ironsides Partners LLC, an entity affiliated with Robert Knapp, a
member of the Board, for an aggregate investment, at the Company's election, of
up to $2.0 million principal amount of 8.5% Senior Secured Notes for an
aggregate purchase price of up to $1.5 million no later than January 31, 2019.
The Commitment Letter contains certain conditions precedent to Ironsides'
obligations to purchase such Senior Notes.

On January 30, 2019, the Company entered into a Note Purchase Agreement (the
"Note Purchase Agreement")with Ironsides Partners Special Situations Master Fund
III L.P. (the "Investor"), which is affiliated with Robert Knapp, a member of
the Company's Board of Directors. Pursuant to the Note Purchase Agreement, the
Investor purchased from the Company $2.0 million principal amount of the
Company's 8.5% Senior Secured Notes for a purchase price of $1.5 million.

On February 11, 2019, the Company entered into a Subscription Agreement (the
"Subscription Agreement") with Brennan Opportunities Fund I LP (the "Investor"),
which is affiliated with Patrick T. Brennan, a member of the Company's Board of
Directors. Pursuant to the Subscription Agreement, the Investor purchased from
the Company $967,000 principal amount of the Company's 8.5% Senior Secured Notes
(the "Senior Notes") for a purchase price of $725,250. The transaction was
consummated on February 14, 2019.

Litigation Settlement

On May 22, 2019, a settlement (the "Lincoln Benefit Settlement") in the amount
of $21.3 million was signed between Lincoln Benefit Life Company ("Lincoln
Benefit"), White Eagle and Emergent Capital pursuant to which Lincoln Benefit
agreed not to contest the 55 life insurance policies that are presently owned by
White Eagle and Emergent Capital agreed to drop its legal action against
Allstate Life Insurance Company and settle for $2.0 million. The Lincoln Benefit
Settlement relates to six separate legal actions pertaining to the validity of
certain White Eagle policies and receivables for maturities of life settlements
totaling $39.1 million. The Lincoln Benefit Settlement was approved by the
Bankruptcy Court in June 2019.

Liquidity

Historically, the Company has incurred substantial losses, which has resulted in
an accumulated deficit of approximately $291.5 million as of November 30, 2019.
This amount includes $14.5 million of net income for the twelve months ended
November 30, 2019 for which $37.9 million relates to a gain on change in fair
value on the investment in deconsolidated subsidiaries as a result of the
resolution of their emergence from bankruptcy. Cash flows used in operating
activities were $12.4 million for the twelve months ended November 30, 2019 and
$41.2 million for the eleven months ended November 30, 2018. As of November 30,
2019, we had approximately $24.3 million of cash and cash equivalents and
certificates of deposit of $511,000.

Subsequent Events

On December 4, 2019 the Company and certain of its subsidiaries entered into a
Settlement Agreement and Mutual Release (the "Settlement Agreement") with Sun
Life Assurance Company of Canada ("Sun Life") and Wilmington Trust, N.A. as
securities intermediary ("Wilmington Trust").

Pursuant to the Settlement Agreement, 31 life insurance policies with face
totaling $163.5 million issued by Sun Life were canceled in exchange for a lump
sum payment of $36.1 million. The settlement included two policies held by the
Company outside of White Eagle with an aggregate face value of $12.0 million, 28
policies held by White Eagle with an aggregate face value of $141.5 million and
one policy with a face value of $10.0 million in receivable for maturity for
White Eagle. Of this amount, approximately $12.7 million was received by the
Company, $13.4 million was paid to White Eagle and $10.0 million was paid to
Wilmington Trust for the maturity receivable. With this settlement, the Company
no longer owns any life insurance policies and hence no future obligation for
premium payments.

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See   Note 22, "Subsequent Events"   of the accompanying consolidated financial
statements for further information.
The Company's ability to continue as a going concern is dependent on its ability
to meet its liquidity needs through a combination of factors including but not
limited to, the receipt of distributions from its investment in its equity
investment in White Eagle, and cash on hand.

As of the filing date of this Form 10-K, we had approximately $22.2 million of
cash and cash equivalents inclusive of certificates of deposit of $513,000. In
considering our forecast for the next twelve months with the current cash
balance as of the filing of this Form 10-K, the Company has sufficient resources
to meet its liquidity needs for the foreseeable future.

The accompanying consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about our ability to continue as a going concern.

White Eagle Revolving Credit Facility Events

Repayment and Termination of the White Eagle Revolving Credit Facility

On August 16, 2019, the Company entered into a subscription agreement (the
"Subscription Agreement") with Lamington Road ("Class B Limited Partner"), White
Eagle, WEGP ("Withdrawing General Partner"), and Palomino JV, L.P. ("Palomino"
or "Class A Limited Partner"), in connection with the commitment letter signed
on June 22, 2019 with Jade Mountain Partners, LLC ("Jade Mountain"), pursuant to
which White Eagle sold to Palomino 72.5% of its limited partnership interests,
consisting of all of the newly issued and outstanding Class A and Class D
interests, and WEGP sold to an affiliate of Jade Mountain (the "Manager") all of
its general partnership interests (collectively, the "WE Investment") for a
purchase price of approximately $366.2 million and $8.0 million for the Class A
and Class D interests, respectively. Pursuant to the Subscription Agreement,
Lamington received 27.5% of the limited partnership interests of White Eagle,
consisting of all of the newly issued and outstanding Class B interests in
exchange for all of its previously owned White Eagle limited partnership
interests with a value of approximately $138.2 million on the closing date.

The proceeds of the WE Investment were used to satisfy in full (i) the White
Eagle Revolving Credit Facility , and (ii) DIP Financing extended by CLMG Corp.,
as Administrative Agent ("CLMG"), as agent, and LNV, LNV Corporation, as Lender
("LNV"), to White Eagle, each in connection with the termination of the White
Eagle Revolving Credit Facility and the release of the related liens on the
collateral thereunder pursuant to a Master Termination Agreement dated as of
August 16 2019 among WEGP, Lamington, White Eagle, Markley Asset Portfolio, LLC,
CLMG, as administrative agent, LNV, as initial lender, Wilmington Trust,
National Association, in its capacities as securities intermediary, custodian
and agent, and Palomino (the "Master Termination Agreement"). The repayment and
termination of the White Eagle Revolving Credit Facility and the termination of
the DIP Financing, which had not been drawn against, were in accordance with the
Plan of Reorganization for Lamington, WEGP and White Eagle approved by the
United States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court") with respect to the previously announced voluntary petitions for relief
under Chapter 11 of the U.S. Bankruptcy Code of Lamington, WEGP and White Eagle
(the "Chapter 11 Cases").

The WE Investment was consummated, and the White Eagle Revolving Credit Facility
was paid off in full and terminated, on August 16, 2019. The payoff totaled
$402.5 million, which included payment directly to CLMG by Palomino of $374.2
million and payment to CLMG by White Eagle of $28.3 million, collectively
sufficient to repay, under the White Eagle Revolving Credit Facility, the
outstanding principal of $368.0 million, accrued and unpaid interest of $21.3
million plus, under the Plan of Reorganization, an early payment amount due to
LNV of $7.4 million and lender-allowed claims of $5.8 million. Of the $374.2
million purchase price, $8.0 million was allocated to the Class D interests
which amount is to be repaid in accordance with the distribution terms of the
amended and restated Limited Partnership Agreement of White Eagle.

White Eagle received proceeds of approximately $366.2 million towards the sale
of 72.5% of its life settlement and recognized gains of approximately $21.3
million which is included in gains on sale of life settlements in the condensed
and consolidated financial statements.

See Note 4, "Condensed and Consolidated Financial Statements for Entities in
Bankruptcy", to the accompanying consolidated financial statements for further
information.


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During the twelve months ended November 30, 2019, White Eagle experienced
maturity of 18 life insurance policies with face amounts totaling $100.4
million, resulting in a net gain of approximately $70.3 million. The gains
related to these maturities are included in income from changes in the fair
value of life settlements in the deconsolidated subsidiaries statements of
operations for the twelve months ended November 30, 2019. Proceeds from
maturities totaling $92.5 million were received during the twelve months ended
November 30, 2019 and were used solely for the purposes permitted under the
budget approved by the Bankruptcy Court including repayment of the outstanding
debt under the White Eagle Revolving Credit Facility.

See Note 11, "White Eagle Revolving Credit Facility", to the accompanying consolidated financial statements for further information.

Investment in Limited Partnership Events

In connection with the White Eagle Investment, the White Eagle Limited
Partnership Agreement of White Eagle was amended and restated (the "A&R LPA") to
provide for the issuance of the Class A, B and D limited partnership interests,
and for funding of an "Advance Facility" to maintain reserves sufficient to fund
premiums, certain operating expenses of White Eagle and certain minimum payments
to Lamington as the holder of the Class B interest holders. Pursuant to the A&R
LPA, holders of Class A interests are entitled to receive distributions on the
amounts paid or contributed by them in relation to the Investment and funding of
the Advance Facility after payment of premiums on the portfolio policies and
other fees and expenses. The A&R LPA provides generally that holders of the
Class A and Class B Interests receive distributions of proceeds of the assets of
White Eagle based on their 72.5% and 27.5% ownership, respectively, after
certain expenses and reserves are funded (including such minimum payments to
Lamington totaling approximately $8.0 million per year for the first three (3)
years and $4.0 million for the subsequent seven (7) years, provided that,
commencing after year three (3), such minimum payments will be utilize to
satisfy the Class D Return of $8.0 million, which was advanced at closing, plus
the greater of $2.0 million or 11% per annum on such $8.0 million to the extent
necessary to fully repay such Class D Return. The minimum payments to the
Company will occur regardless of maturities with payments through the
premium/expense reserve account when there are no maturity proceeds available
for distribution as described below). However, the A&R LPA also provides that
all payments to holders of the Class B interests (other than such minimum
payments to Lamington during the first eight (8) years following the Closing
Date) are fully subordinated to payments in respect of the minimum returns to
holders of the Class A and Class D interests (including repayment of all amounts
advanced in respect of the Advance Facility) and to any indemnification
payments, if any, due to such holders and related indemnified persons pursuant
to the indemnities afforded them in and in relation to the A&R LPA, Subscription
Agreement, Master Termination Agreement and related documents. As of the closing
of the Investment, Lamington Bermuda resigned as manager of the portfolio and
was replaced by Jade Mountain or an affiliate thereof.

On August 16, 2019, Lamington also entered into (i) a pledge agreement (the
"Pledge Agreement") pursuant to which it pledged the 27.5% limited partnership
interests of White Eagle owned by it to Palomino and certain other secured
parties in support of the payment and indemnification obligations described
above, and (ii) an assumption agreement among White Eagle, Lamington, the
Company and WEGP (the "Assumption Agreement") pursuant to which Lamington
assumed all liabilities and obligations of White Eagle and WEGP as of the
closing date of the Transactions, and Lamington, the Company and WEGP agreed to
terminate, waive and release any intercompany debt, obligations and liabilities
of White Eagle to Lamington, the Company and WEGP. On August 16, 2019, Emergent
entered into an indemnification agreement (the "Indemnification Agreement")
pursuant to which it indemnified Wilmington Trust, National Association against
claims and liabilities that may arise in relation to policies that have matured
prior to the Closing Date but as to which Wilmington Trust, National Association
has historically held title as securities intermediary.

On August 16, 2019, Lamington's capital contribution to White Eagle was an estimated fair value of approximately $138.2 million. The Company performed a valuation at November 30, 2019 resulting in a value of approximately $137.8 million.

Reorganization and Consolidation

Lamington and its subsidiaries' (White Eagle and WEGP) filing of the Chapter 11
Cases was a reconsideration event for Emergent Capital to reevaluate whether
consolidation of Lamington and its subsidiaries (White Eagle, WEGP and Lamington
Road Bermuda Limited) (collectively, and with Lamington, the "Deconsolidated
Entities") continued to be appropriate. Under ASC 810, Consolidation,
specifically ASC 810-10-15, consolidation of a majority-owned subsidiary is
precluded where control does not rest with the majority owners, for instance,
where the subsidiary is in legal reorganization or bankruptcy. Accordingly, when
a subsidiary files for bankruptcy, it is appropriate for the parent to

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deconsolidate the subsidiary. Under ASC 810, this loss of control would likely
trigger a gain or loss for the parent as the parent would remeasure its retained
noncontrolling investment at fair value. We assessed the inherent uncertainties
associated with the outcome of the Chapter 11 reorganization process and the
anticipated duration thereof, and concluded that it was appropriate to
deconsolidate Lamington and its subsidiaries effective on the Petition Date.

On June 19, 2019, the Bankruptcy Court entered an order confirming the Plan of
Reorganization for the Chapter 11 Cases. The Plan of Reorganization implemented
the Settlement Agreement and the DIP Financing. In addition, the Plan of
Reorganization provided for the payment of all other allowed third party
creditor claims in full, including allowed professional fees and taxes. The
effective date of the Plan of Reorganization was June 19, 2019.

On August 16, 2019, the White Eagle Revolving Credit Facility was paid in full
and terminated, additionally, payment was made to all White Eagle vendors and
intercompany liabilities were contributed by Emergent. Lamington and WEGP had
pledged their respective interests in White Eagle to secure its obligations
under the White Eagle Revolving Credit Facility. With the termination of the
facility, this pledge was released. There were no outstanding third party
liabilities for either Lamington or WEGP at August 16, 2019 besides intercompany
obligations to Emergent. Pursuant to ASC 810, Consolidation, management took the
position that given that all third party claims had been satisfied in the case,
consolidation of Lamington and WEGP as of August 17, 2019 was appropriate.
However, the consummation of the transaction under the Subscription Agreement
resulted in the Company being a minority owner in White Eagle, the entity was
not reconsolidated but rather treated as an equity investment.

On September 16, 2019, the Bankruptcy Court entered an order and final decree
closing the White Eagle Chapter 11 Case. The Lamington and WEGP Chapter 11 Cases
were dismissed on November 25, 2019.

Critical Accounting Policies
Critical Accounting Estimates
The preparation of the financial statements requires us to make judgments,
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
income and expenses during the reporting period. We base our judgments,
estimates and assumptions on historical experience and on various other factors
that are believed to be reasonable under the circumstances. Actual results could
differ materially from these estimates under different assumptions and
conditions. We evaluate our judgments, estimates and assumptions on a regular
basis and make changes accordingly. We believe that the judgments, estimates and
assumptions involved in the accounting for income taxes, the valuation of life
settlements, the valuation of the debt owing under the White Eagle Revolving
Credit Facility, the valuation of the investment in deconsolidated subsidiaries
and the valuation of our equity investment in limited partnership have the
greatest potential impact on our financial statements and accordingly believe
these to be our critical accounting estimates.

Fair Value Measurement Guidance
We follow ASC 820, Fair Value Measurements and Disclosures, which defines fair
value as an exit price representing the amount that would be received if an
asset were sold or that would be paid to transfer a liability in an orderly
transaction between market participants at the measurement date. As such, fair
value is a market-based measurement that should be determined based on
assumptions that market participants would use in pricing an asset or liability.
As a basis for considering such assumptions, the guidance establishes a
three-level fair value hierarchy that prioritizes the inputs used to measure
fair value. Level 1 relates to quoted prices in active markets for identical
assets or liabilities. Level 2 relates to observable inputs other than quoted
prices included in Level 1. Level 3 relates to unobservable inputs that are
supported by little or no market activity and that are significant to the fair
value of the assets or liabilities. Our investments in life insurance policies,
investment in limited partnership and White Eagle Revolving Credit Facility debt
are considered Level 3 as there is currently no active market where we are able
to observe quoted prices for identical assets/liabilities and our valuation
model incorporates significant inputs that are not observable. See Note 15,"Fair
Value Measurements" to the accompanying consolidated financial statements for a
discussion of our fair value measurement.

                                       25
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Fair Value Option

We have elected to account for life settlements using the fair value method. The
fair value of the asset is the estimated amount that would be received to sell
an asset in an orderly transaction between market participants at the
measurement date. We calculate the fair value of the asset using a present value
technique to estimate the fair value of its life settlements. The Company
currently uses a probabilistic method of valuing life insurance policies, which
the Company believes to be the preferred valuation method in the industry. The
most significant assumptions are the estimates of life expectancy of the insured
and the discount rate. See   Note 9, "Life Settlements (Life Insurance
Policies)"   and   Note 15, "Fair Value Measurements"   of the notes to
consolidated financial statements for further information.

We have elected to account for the investment in limited partnership using the
fair value method. We calculate the fair value of the investment using a present
value technique to estimate the fair value of the limited partnership
investment. The most significant assumptions are the estimates of life
expectancy of the insured for the life insurance policies that are held by the
partnership, the stipulated rate of return by the Class A Holder of the
partnership, repayment of advances made by the Class A holder on the Company's
behalf, distributions to the Company and the discount rate. See   Note 10,
"Investment in Limited Partnership"   and   Note 15, "Fair Value Measurements"
of the notes to consolidated financial statements for further information.

We have elected to account for the debt under the White Eagle Revolving Credit
Facility, which includes the interest in policy proceeds to the lender, using
the fair value method. The fair value of the debt is the estimated amount that
would have to be paid to transfer the debt to a market participant in an orderly
transaction. We calculated the fair value of the debt using a discounted cash
flow model taking into account the stated interest rate of the credit facility
and probabilistic cash flows from the pledged policies. Considerable judgment is
required in interpreting market data to develop the estimates of fair value.
Accordingly, our estimates are not necessarily indicative of the amounts that
we, or holders of the instruments, could realize in a current market exchange.
The most significant assumptions are the estimates of life expectancy of the
insured and the discount rate. The use of assumptions and/or estimation
methodologies could have a material effect on the estimated fair values.
Income Recognition
Our primary sources of income are in the form of changes in fair value of life
settlements and gains on life settlements, net. Our income recognition policies
for these sources of income are as follows:

• Changes in Fair Value of Life Settlements-When we acquire certain life

insurance policies, we initially record these investments at the

transaction price, which is the fair value of the policy for those acquired

upon relinquishment or the amount paid for policies acquired for cash. The

fair value of the investment in insurance policies is evaluated at the end

of each reporting period. Changes in the fair value of the investment based

on evaluations are recorded as changes in fair value of life settlements in

our consolidated statement of operations. The fair value is determined on a

      discounted cash flow basis that incorporates current life expectancy
      assumptions. The discount rate incorporates current information about
      market interest rates, the credit exposure to the insurance company that
      issued the life insurance policy and our estimate of the risk premium an
      investor in the policy would require. The Company recognizes income from

life settlement maturities on the date we are in receipt of death notice or

verified obituary of the insured. This income is the difference between the

      death benefits and fair values of the policy at the time of maturity.



•     Change in Fair Value of Investment in Limited Partnership - ASU

2016-01, Recognition and Measurement of Financial Assets and Financial

Liabilities requires that a reporting entity should account for its equity

investments that are not consolidated or accounted for under the equity

method at fair value, with changes to fair value recorded in current

earnings. White Eagle previously valued its life settlement policies at

fair value whose valuation are based on inputs that are both significant to

the fair value measurement and unobservable. The Company now holds an

equity investment of 27.5% in White Eagle whose only assets are these life

settlement. Additionally, the investment includes a mezzanine financing

which the Company assumed at closing which repayment by, and ultimate

distributions to, the Company are based on a prescribed waterfall with a

guaranteed 11% return to the majority owner partner. The Company recognizes

income from monthly distribution from the limited partnership as prescribed

      by the Subscription Agreement.



                                       26

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Deferred Debt Costs

Deferred debt costs include costs incurred in connection with acquiring and
maintaining debt arrangements. These costs are directly deducted from the
carrying amount of the liability in the consolidated balance sheets, are
amortized over the life of the related debt using the effective interest method
and are classified as interest expense in the accompanying consolidated
statement of operations. These deferred costs are related to the Company's 8.5%
Convertible Notes, 5% Convertible Notes and 8.5% Senior Secured Notes. The
Company did not recognize any deferred debt costs on the White Eagle Revolving
Credit Facility given all costs were expensed due to electing the fair value
option in valuing the White Eagle Revolving Credit Facility.
Income Taxes

We account for income taxes in accordance with ASC 740, Income Taxes. Under ASC
740, deferred income taxes are determined based on the estimated future tax
effects of differences between the financial statement and tax basis of assets
and liabilities given the provisions of enacted tax laws. Deferred income tax
provisions and benefits are based on changes to the assets or liabilities from
year to year. In providing for deferred taxes, we consider tax regulations of
the jurisdictions in which we operate, estimates of future taxable income and
available tax planning strategies. If tax regulations, operating results or the
ability to implement tax-planning strategies varies, adjustments to the carrying
value of the deferred tax assets and liabilities may be required. Valuation
allowances are based on the "more likely than not" criteria of ASC 740.

The accounting for uncertain tax positions guidance under ASC 740 requires that
we recognize the financial statement benefit of a tax position only after
determining that the relevant tax authority would more likely than not sustain
the position following an audit. For tax positions meeting the
more-likely-than-not threshold, the amount recognized in the financial
statements is the largest benefit that has a greater than 50 percent likelihood
of being realized upon ultimate settlement with the relevant tax authority. We
recognize interest and penalties (if any) on uncertain tax positions as a
component of income tax expense.

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act
("TCJA"). Effective for tax years beginning after December 31, 2017, under
certain circumstances, Section 245A enacted by the TCJA eliminated U.S. federal
income tax on dividends received from foreign subsidiaries of domestic
corporations under a new participation exemption. However, the TCJA also created
a new tax on certain taxed foreign income under new Section 951A. Specifically,
income earned in excess of a deemed return on tangible assets held by a
controlled foreign corporation (such excess referred to as Global Intangible
Low-Taxed Income ("GILTI") ) must now generally be included as U.S. taxable
income on a current basis by its U.S. shareholders. Based on the Company's life
settlement assets held through Lamington's ownership share in the WE Investment
, management expects the net income generated from these activities to qualify
entirely as GILTI effective for its tax year beginning December 1, 2018. On
January 10, 2018, the FASB provided guidance on how to account for deferred tax
assets and liabilities expected to reverse in future years as GILTI. The FASB
provided that a company may either (1) elect to treat taxes due on future U.S.
inclusions of GILTI as a current-period expense when incurred or (2) factor such
amounts into the Company's measurement of its deferred taxes. For its reporting
period ended December 31, 2017, the Company adopted an accounting policy to
treat any future GILTI inclusion as a current-period expense instead of
providing for U.S. deferred taxes on all temporary differences related to future
GILTI items.
Stock-Based Compensation
We have adopted ASC 718, Compensation-Stock Compensation. ASC 718 addresses
accounting for share-based awards, including stock options, restricted stock,
performance shares and warrants, with compensation expense measured using fair
value and recorded over the requisite service or performance period of the
award. The fair value of equity instruments will be determined based on a
valuation using an option pricing model that takes into account various
assumptions that are subjective. Key assumptions used in the valuation will
include the expected term of the equity award taking into account both the
contractual term of the award, the effects of expected exercise and post-vesting
termination behavior, expected volatility, expected dividends and the risk-free
interest rate for the expected term of the award. Compensation expense
associated with performance shares is only recognized to the extent that it is
probable the performance measurement will be met.
Held-for-sale and discontinued operations
The Company reports a business as held-for-sale when management has approved or
received approval to sell the business and is committed to a formal plan, the
business is available for immediate sale, the business is being actively
marketed, the sale is anticipated to occur during the ensuing year and certain
other specified criteria are met. A business

                                       27
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classified as held-for-sale is recorded at the lower of its carrying amount or
estimated fair value less cost to sell. If the carrying amount of the business
exceeds its estimated fair value, a loss is recognized. Depreciation is not
recorded on assets of a business classified as held-for-sale. Assets and
liabilities related to a business classified as held-for-sale are segregated in
the Consolidated Balance Sheet and major classes are separately disclosed in the
notes to the Consolidated Financial Statements commencing in the period in which
the business is classified as held-for-sale. The Company reports the results of
operations of a business as discontinued operations if the business is
classified as held-for-sale, the operations and cash flows of the business have
been or will be eliminated from the ongoing operations of the Company as a
result of a disposal transaction and the Company will not have any significant
continuing involvement in the operations of the business after the disposal
transaction. The results of discontinued operations are reported in Discontinued
Operations in the Consolidated Statement of Operations for current and prior
periods commencing in the period in which the business meets the criteria of a
discontinued operation, and include any gain or loss recognized on closing or
adjustment of the carrying amount to fair value less cost to sell. During the
fourth quarter of 2013, the Company sold substantially all of its structured
settlements business. As a result, the Company has classified its structured
settlement operating results as discontinued operations.
Foreign Currency
The Company owns certain foreign subsidiaries formed under the laws of Ireland
and Bermuda. These foreign subsidiaries utilize the U.S. dollar as their
functional currency. The foreign subsidiaries' financial statements are
denominated in U.S. dollars and therefore, there are no translation gains and
losses resulting from converting the financial statements at exchange rates
other than the functional currency. Any gains and losses resulting from foreign
currency transactions (transactions denominated in a currency other than the
subsidiaries' functional currency) are included in income. These gains and
losses are immaterial to the Company's financial statements.

Deconsolidation

Lamington and its subsidiaries' (White Eagle and WEGP) filing for reorganization
was a reconsideration event for Emergent Capital to reevaluate whether
consolidation of Lamington and its subsidiaries (White Eagle, WEGP and Lamington
Road Bermuda Limited and together with Lamington, the "Deconsolidated Entities"
continued to be appropriate. Under ASC 810, Consolidation, specifically ASC
810-10-15, consolidation of a majority-owned subsidiary is precluded where
control does not rest with the majority owners, for instance, where the
subsidiary is in legal reorganization or bankruptcy. Accordingly, when a
subsidiary files for bankruptcy, it is appropriate for the parent to
deconsolidate the subsidiary. Under ASC 810, this loss of control would likely
trigger a gain or loss for the parent as the parent would remeasure its retained
noncontrolling investment at fair value. We assessed the inherent uncertainties
associated with the outcome of the Chapter 11 reorganization process and the
anticipated duration thereof, and concluded that it was appropriate to
deconsolidate Lamington and its subsidiaries effective on the Petition Date.
Effective August 17, 2019, the entities were deemed to have emerged from
bankruptcy and were no longer deconsolidated.

Lamington and WEGP had pledged their respective interests in White Eagle to
secure its obligations under the White Eagle Revolving Credit Facility. With the
termination of the facility, this pledge was released. There were no outstanding
third party liabilities for either Lamington or WEGP at August 16, 2019 besides
intercompany obligations to Emergent.

On September 16, 2019, the Bankruptcy Court entered an order and final decree
closing the White Eagle Chapter 11 Case and on November 25, 2019, the Bankruptcy
Court entered an order and final decree closing both of the Lamington and WEGP
chapter 11 cases.

Although the final decree was filed after the quarter end, August 16, 2019 is
considered to be the reconsideration date which is the date all material
unresolved conditions precedent to the plan becoming binding are resolved. This
date is also considered the consolidation date for both Lamington and WEGP given
the pledge of their interest in White Eagle was also terminated and there were
no outstanding third party liabilities pending.

ASU 2016-01, Recognition and Measurement of Financial Assets and Financial
Liabilities was effective for calendar year-end public business entities in
2018. Under the new guidance, a reporting entity should account for its equity
investments that are not consolidated or accounted for under the equity method
at fair value, with changes to fair value recorded in current earnings.
Lamington's main subsidiary, White Eagle, carries its life settlements policies
and debt under the White Eagle Revolving Credit Facility at fair value, these
valuations are based on inputs that are both significant to the fair value
measurement and unobservable. As a result, the Company adopted ASU 2016-01 to
value its investment in Lamington during the eleven months ended November 30,
2018. The calculation was performed consistent with ASC 820, Fair Value
Measurement with changes in fair value recorded in current earnings.

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Related Party Relationship
Upon filing for Chapter 11 and the subsequent deconsolidation, transactions with
Lamington are no longer eliminated in consolidation and are treated as related
party transactions for Emergent Capital up to August 16, 2019. See   Note 4
"Condensed and Consolidated Financial Statements For Entities in Bankruptcy"
for all transactions between Emergent Capital and Lamington.

Accounting Changes

  Note 2, "Summary of Significant Accounting Policies,"   of the Notes to
Consolidated Financial Statements discusses accounting standards adopted in
2019, as well as accounting standards recently issued but not yet required to be
adopted and the expected impact of these changes in accounting standards. There
was no material impact of adoption during the period.

Consolidated Results of Operations

The following is our analysis of the results of operations for the periods indicated below. This analysis should be read in conjunction with our financial statements, including the related notes to the financial statements.

On September 7, 2018, the Board of Directors adopted resolutions to change the
Company's fiscal year end, and have the Company cause its direct and indirect
subsidiaries change their fiscal year ends, from December 31 to November 30,
effective immediately. Our financial results for the fiscal year ended
November 30, 2019 will cover the twelve months of transactions from December 1,
2018 to November 30, 2019, and are compared to the results of our previous
fiscal year ended November 30, 2018 which covers the eleven months transition
period from January 1, 2018 to November 30, 2018 and our previous twelve month
year-end as of December 31, 2017.

Additionally, as a result of our subsidiaries' Chapter 11 Cases, Lamington's and
its subsidiaries' (White Eagle, WEGP and Lamington Road Bermuda Limited),
financial results are included in the Company's consolidated results through
November 13, 2018, the day prior to the Petition Date. However, ASC 810,
Consolidation require that an entity whose financial statements were previously
consolidated with those of its parent that files for protection under the U.S.
Bankruptcy Code, whether solvent or insolvent, generally must be prospectively
deconsolidated from the parent and presented as an equity investment. Therefore,
our 2019 results are not comparable with 2018, and the post-petition results are
not included in our consolidated results for the twelve months ended November
30, 2019 which ended August 16, 2019. The results of White Eagle represented the
Company's core business, and although the results are deconsolidated, the
Company will analyze significant activities for the deconsolidated subsidiaries
up to the point of deemed closure of the bankruptcy case of August 16, 2019.

On September 16, 2019, the Bankruptcy Court entered an order and final decree
closing the White Eagle Chapter 11 Case, and on November 25, 2019, the
Bankruptcy Court entered an order and final decree closing both of the Lamington
and WEGP chapter 11 cases.

Our results of operations are discussed below in three parts: (i) our
consolidated results of continuing operations for 2019 compared to 2018
pre-petition date, (ii) our results of deconsolidated subsidiaries for 2019 up
to August 16, 2019 compared to 2018 post-petition date, and (iii) our results of
discontinued operations 2019 compared to 2018.

Results of Continuing Operations - Consolidated Subsidiaries

Twelve Months Ended November 30, 2019 Compared to Eleven Months Ended November
30, 2018
Net income from continuing operations for the twelve months ended November 30,
2019 was $16.9 million as compared to a loss of $169.9 million for the eleven
months ended November 30, 2018. The following is our analysis of net income for
the twelve months ended November 30, 2019 compared to eleven months ended
November 30, 2018 (in thousands).


                                       29
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                                  Twelve Months
                                  Ended November      Eleven Months
                                       30,          Ended November 30,
                                       2019                2018             Change       % Change
Income (loss)                    $       41,525     $    (196,422 )      $  237,947         (121 )%    increase
Expenses                                 20,900           (26,525 )          47,425         (179 )%    increase
Income tax provision (benefit)            3,766                45             3,721        8,269  %    increase
Net income (loss)                $       16,859     $    (169,942 )      $  186,801         (110 )%    increase




Income from continuing operations for the twelve months ended November 30, 2019
was significantly impacted by the reconsolidation of Lamington and related
subsidiaries due to the closure of the Chapter 11 Cases on August 16, 2019 with
the repayment and termination of the White Eagle Revolving Credit Facility.

Income for eleven months ended November 30, 2018 includes net gain on maturity
of $53.3 million which is attributable to 20 policies maturity offset by a loss
on the deconsolidation of Lamington and related subsidiaries. Income was
significantly impacted by a negative change in fair value of life settlements as
a result of changes made by the provider of life expectancy reports. This impact
is approximately $124.0 million.

Historically, the Company procured the majority of its life expectancy reports
from two life expectancy report providers (AVS Underwriting LLC and 21st
Services, LLC) for valuation purposes and used an average or "blending," of the
results of the two life expectancy reports to establish a composite mortality
factor.

On October 18, 2018, 21st Services, LLC ("21st Services") announced revisions to
its underwriting methodology, which revisions have generally been understood to
lengthen the average reported life expectancy furnished by this life expectancy
provider by 9%. On October 29, 2018, AVS Underwriting LLC ("AVS"), also
announced revisions to its underwriting methodology without an estimated impact,
which resulted in an average lengthening of the life expectancies by
approximately 13%.

To account for the impact of the revisions by 21st Services and based off of
market responses to the methodology change, the Company decided to lengthen the
life expectancies, as furnished by 21st Services, by 9% as at November 30, 2018.
The resulting impact was approximately $124.0 million reduction in the fair
value of its life settlements.

Further, the Company decided to no longer utilize the results of life expectancy
reports furnished by AVS for valuation purposes. The Company's decision was
based on a series of events leading up to the announcement on October 29, 2018,
which included AVS' inability to furnish timely reports to allow the Company to
blend the results to facilitate timely quarterly reporting. Market participants
also expressed concerns regarding their inability to connect the new AVS model
to past models. Effective November 2018, the Company discontinued its blending
approach. The resulting impact was approximately $23.1 million reduction in the
fair value of its life settlements.

Approximately $37.9 million included in income for the twelve months ended
November 30, 2019 represents a gain upon reconsolidation on our investments in
previously deconsolidated subsidiaries, compared to a loss of approximately
$150.9 million for the eleven months ended November 30, 2018. The amount is
reflected in current earnings as change in fair value of investment in
deconsolidated subsidiaries. At November 13, 2018, the pre-petition date, the
Company valued its investment in Lamington to be $278.4 million, which was
equivalent to the Company's book value. This valuation was determined by
performing an internal fair value calculation of the assets and liabilities of
Lamington under ASC 820, Fair Value Measurement. As a result of the Chapter 11
Cases, consistent with ASC 321, Investments - Equity Securities, the Company
subsequently, measured its investment in Lamington at fair value as of
November 30, 2018. Further, the Company engaged a third party to perform a
quantitative assessment to determine the value of its investment in Lamington.
The valuation report showed the fair value of the Company's investment in
Lamington to be $128.8 million, which was $150.9 million lower than its
pre-petition value. As a result, the Company recognized an impairment on its
investment in Lamington at November 30, 2018, the amount is reflected in current
earnings as change in fair value of investment in deconsolidated subsidiaries.
The fair value of $128.8 million has inherent estimates including, but not
limited to, when the Company will emerge from bankruptcy, the estimated discount
rate, the value of the debt under the White Eagle Revolving Credit Facility, as
well as other factors inherent in the valuation process.

                                       30
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On September 16, 2019, the Bankruptcy Court entered an order and a final decree
closing the White Eagle Chapter 11 Case. The Lamington and WEGP case were
dismissed on November 25, 2019. However pursuant to ASC 810, Consolidation,
management took the position that given that all third party claims had been
satisfied in the case, consolidation of Lamington and WEGP, as well as White
Eagle, as of August 17, 2019 was appropriate. The Company further evaluated its
investment at August 16, 2019 and recognized a gain of approximately $37.9
million, which amount is reflected in current earnings as change in fair value
of investment in deconsolidated subsidiaries. The amount is associated with
gains incurred by Lamington for the period up to August 16, 2019 in considering
the proceeds received through the transactions for the subscription agreement,
the actual payoff of the White Eagle Revolving Credit Facility and all other
third party claims.

Income for the twelve months ended November 30, 2019, includes approximately
$1.7 million which represents distribution for investment in limited
partnership. As a result of the White Eagle Investment, the Company receives
minimum class B interest monthly distribution equal to (i) for each month
commencing prior to the third anniversary of the Effective Date, the greater of
$667,000 and 1/12th of 1.50% of the Net Asset Value as determined by the most
recent valuation report obtained on or prior to such Distribution Date and (ii)
for each month commencing on or after the third anniversary of the Effective
Date and prior to the tenth anniversary of the Effective Date, the greater of
$333,000 and 1/12th of 0.75% of the net asset value as determined by the most
recent valuation report obtained on or prior to such Distribution Date. The
amount is included in change in fair value of investment in limited partnership,
net of distributions on the consolidated statements of operations.

Total expenses from continuing operations for the twelve months ended November
30, 2019 were mainly comprised of interest on the 5% Convertible Notes of $5.1
million, $6.0 million on the 8.5% Senior Secured Notes and $93,000 on the 8.5%
Convertible Notes.

Total expenses from continuing operations for the eleven months ended November
30, 2018 was positively impacted by change in fair of the White Eagle Revolving
Credit Facility of approximately $70.9 million. The White Eagle Revolving Credit
Facility incurred pre-petition gain, which was mainly attributable to the
lengthening of the life expectancies furnished by 21st Services by 9% to
determine the value of the life insurance policies pledged as collateral in the
facility. This impacted the value of the debt by approximately $66.7 million.
This amount is shown as a reduction to expenses on the statement of operations
for the period ended November 30, 2018. Expense also included interest expense
of approximately $22.8 million on the White Eagle Revolving Credit Facility;
$4.6 million on the 5% Convertible Notes and $3.0 million on the 8.5% Senior
Secured Notes.

Income for the twelve months ended November 30, 2019 was impacted by income tax
expense of approximately $3.8 million.
See   Note 21, "Income Taxes,"   to the accompanying consolidated financial
statements for further information.

Change in fair value of life settlements (in thousands)

                                Twelve Months        Eleven Months
                              Ended November 30,   Ended November 30,
                                     2019                 2018             Change       % Change
Change in fair value of
life settlements              $            (38 )   $     (46,879 )      $  

46,841         (100 )%   increase




During the eleven months ended November 30, 2018, 20 life insurance policies
with face amounts totaling $93.4 million matured. The net gain of these
maturities was $53.3 million and is recorded as a change in fair value of life
settlements in the consolidated statements of operations for the eleven months
ended November 30, 2018. All 20 of the matured polices had served as collateral
under the White Eagle Revolving Credit Facility. Proceeds from maturities
totaling $95.8 million were received during the eleven months ended November 30,
2018. Of this amount, approximately $76.6 million inclusive of approximately
$7.8 million collected during the year ended December 31, 2017 were utilized to
repay borrowings, interest and credit facility expenses under the White Eagle
Revolving Credit Facility. There were no maturities for the consolidated
entities for the twelve months ended November 30, 2019.


                                       31
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As noted above, the Company decided to lengthen the life expectancies as
furnished by 21st Services, by 9% as at November 30, 2018. The resulting impact
was approximately $124.0 million reduction in the fair value of its life
settlements. Further, the Company decided to no longer utilize the results of
life expectancy reports furnished by AVS for valuation purposes and the
resulting impact was approximately $23.1 million reduction in the fair value of
its life settlements.

Other items impacting the change in fair value include updated life expectancies
procured by the Company in respect to the insureds' lives and maturities. The
updated life expectancy reports implied that in aggregate, the insureds' health
increased, therefore, lengthening their life expectancies relative to the prior
life expectancies.

As of November 30, 2019, we owned two policies with an estimated fair value of $1.3 million compared to two policies with a fair value of $1.2 million at November 30, 2018, an increase of $125,000. As of November 30, 2019, the aggregate death benefit of these life settlements was $12.0 million.

Of these two policies owned as of November 30, 2019, all were previously premium financed and are valued using discount rates that range from 13.25% to 15.25%.

See   Note 15, "Fair Value Measurements,"   to the accompanying consolidated
financial statements.


Expenses (in thousands)

                               Twelve Months
                               Ended November      Eleven Months
                                    30,          Ended November 30,
                                    2019                2018             Change       % Change
Interest expense              $       11,220     $      30,845        $  (19,625 )        (64 )%   decrease
Change in fair value of
Revolving Credit Facility                  -           (70,900 )          70,900         (100 )%   increase
SG&A expenses                          9,680            13,530            (3,850 )        (28 )%   decrease
Total Expense                 $       20,900     $     (26,525 )      $   47,425         (179 )%   increase

Interest expense (in thousands)

                                Twelve Months      Eleven Months
                                Ended November     Ended November
                                     30,                30,
                                     2019               2018            Change       % Change
White Eagle Revolving Credit
Facility                       $            -     $       22,757     $  (22,757 )       (100 )%   decrease
8.5% Convertible Notes                     93                169            (76 )        (45 )%   decrease
5% Convertible Notes                    5,072              4,563            509           11  %   increase
8.5% Senior Secured Notes               6,043              3,004          3,039          101  %   increase
Participation Interest -
White Eagle Revolving Credit
Facility                                    -                340           (340 )       (100 )%   decrease
Other                                      12                 12              -            -  %   decrease
Total Interest Expense         $       11,220     $       30,845     $  (19,625 )        (64 )%   decrease

Outstanding debt as of November 30, 2019 included $75.8 million of 5% Senior Unsecured Convertible Notes and $47.6 million of 8.5% Senior Secured Notes.

                                       32
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The White Eagle Revolving Credit Facility interest expense shows a decrease of
approximately $22.8 million for the eleven months ended November 30, 2018 which
is attributable to the deconsolidation of subsidiaries.

The Company's outstanding debt increased by $11.4 million from $112.0 million at
eleven months ended November 30, 2018 to $123.4 million for the twelve months
ended November 30, 2019. The increase is a combination of the repayment of the
8.5% Convertible Notes of $1.2 million, offset by the issue of 8.5% Senior Notes
of approximately $6.5 million and interest paid in kind of approximately $4.0
million.

Of the interest expense of $11.2 million for the twelve months ended November
30, 2019, approximately $5.1 million represents interest on the 5% Convertible
Notes and $6.0 million represents interest on 8.5% Senior Secured Notes.

Interest expense on the 8.5% Senior Unsecured Convertible Notes totaled
approximately $93,000, including $73,000, $18,000 and $3,000 from interest,
amortizing debt discounts and origination costs, respectively, during the twelve
months ended November 30, 2019. The note was repaid during the twelve months
ended November 30, 2019.

The Company recorded $5.1 million of interest expense on the 5.0% Senior
Unsecured Convertible Notes, including $3.8 million, $1.1 million and $165,000
from interest, amortization of debt discount and origination costs,
respectively, during the twelve months ended November 30, 2019.
The Company recorded approximately $6.0 million of interest expense on the 8.5%
Senior Secured Notes, which includes $4.9 million of interest, $468,000 of
amortizing debt issuance costs and $594,000 of amortizing of debt discount
respectively, during the twelve months ended November 30, 2019.
Of the interest expense of $30.8 million for the eleven months ended November
30, 2018, approximately $22.8 million represents interest paid on the White
Eagle Revolving Credit Facility. The increase in interest expense resulted from
an increase in the principal balance of the White Eagle Revolving Credit
Facility at November 30, 2018. Interest expense also includes approximately
$340,000 for participation interest on the Facility paid during the eleven
months ended November 30, 2018.

Interest expense on the 8.5% Convertible Notes totaled $169,000, including $93,000, $66,000 and $10,000 from interest, amortizing debt discounts and origination costs, respectively during the eleven months ended November 30, 2018.

The Company recorded $4.6 million of interest expense on the New Convertible
Notes, including $3.5 million, $947,000 and $140,000 from interest, amortization
of debt discount and origination costs, respectively, during the eleven months
ended November 30, 2018.

The Company recorded approximately $3.0 million of interest expense on the 8.5%
Senior Secured Notes, which includes $2.8 million of interest and $244,000 of
amortizing debt issuance costs, respectively, during the eleven months ended
November 30, 2018.

See   Notes 11, "White Eagle Revolving Credit Facility,  ",   12, "8.50% Senior
Unsecured Convertible Notes  ,"   13, "5% Senior Unsecured Convertible Notes  ,
and   14, "8.5% Senior Secured Notes  ," to the accompanying consolidated
financial statements for further information.

Change in fair value of the White Eagle Revolving Credit Facility (in thousands)

                                Twelve Months      Eleven Months
                                Ended November    Ended November
                                     30,                30,
                                     2019              2018            Change       % Change
White Eagle Revolving Credit
Facility                        $          -     $    (70,900 )      $  70,900         (100 )%   decrease

For the eleven months ended November 30, 2018, the White Eagle Revolving Credit Facility showed a gain of $70.9 million. This gain is attributable to a combination of offsetting factors as discussed below:

                                       33
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During the eleven months ended November 30, 2018, the fair value of the White
Eagle Revolving Credit Facility was impacted by increased borrowings, the
lengthening of life expectancies of certain insureds' underlying policies
pledged under the White Eagle Revolving Credit Facility and a slight increase in
the discount rate used to value the facility.

The White Eagle Revolving Credit Facility incurred pre-petition gain of
approximately $70.9 million, which is mainly attributable to the lengthening the
life expectancies as furnished by 21st Services by 9% to determine the value of
the life insurance policies pledged as collateral in the facility. This impacted
the value of the debt by approximately $66.7 million. This amount is shown as a
reduction to expenses on the statement of operations for the period ended
November 30, 2018.

See Note 15, "Fair Value Measurements, " to the accompanying consolidated financial statements.

Selling, general and administrative expenses (in thousands)

                                Twelve Months      Eleven Months
                               Ended November      Ended November
                                     30,                30,
                                    2019                2018            Change        % Change
Personnel costs               $         2,678     $        2,707     $      (29 )         (1 )%     decrease
Legal fees                              2,935              3,052           (117 )         (4 )%     decrease
Professional fees                       2,489              5,475         (2,986 )        (55 )%     decrease
Insurance                                 929                734            195           27  %     increase
Other SG&A                                649              1,562           (913 )        (58 )%     decrease
Total SG&A Expense            $         9,680     $       13,530     $  

(3,850 )        (28 )%     decrease




Significant decrease in SG&A expense was primarily a combination of an increase
in insurance costs of $195,000 offset by a decrease in professional fees of $3.0
million, a decrease in other SG &A of $913,000 and a decrease in legal expense
of $117,000.

Results of Operations for Deconsolidated Subsidiaries

Net loss from deconsolidated operations was $51.9 million for the period
December 1, 2018 to August 16, 2019, compared to $61.1 million post-petition
period November 14, 2018 to November 30, 2018 and comprise the below (in
thousands):
                               December 1, 2018      November 14, to
                                to August 16,         November 30,
                                     2019                 2018             Change      Change %
Income (loss)                 $      20,556        $       (5,999 )      $ 26,555        (443 )%   increase
Expenses                             72,412                55,098          17,314          31  %   increase
Net income (loss)             $     (51,856 )             (61,097 )      $  9,241         (15 )%   increase




Total income for the deconsolidated subsidiaries was $20.6 million and mainly
comprised gain on maturity of $70.3 million which is attributable to the
maturity of 18 policies, gain on sale of life settlement of approximately $21.3
million associated with the sale of the limited partnership interests of White
Eagle, change in fair value gain of investment in limited partnership of
approximately $15.4 million which is attributable to the pickup in value for the
assets contributed at closing of the Subscription Agreement, offset by change in
fair value of life settlements loss of approximately $16.8 million.

Expense of approximately $72.4 million was significantly impacted by change in
fair value of the White Eagle Revolving Credit Facility of approximately $17.1
million, interest expense of $28.3 million, reorganization cost of $14.0
million, loss on

                                       34
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extinguishment of debt of approximately $7.4 million associated with the early
repayment of the White Eagle Revolving Credit Facility, administrative services
fees of $2.8 million, professional fees of $1.5 million and legal fees of
$890,000.

Total income for the period November 14, 2018 to November 30, 2018 was a loss of
$6.0 million and mainly comprised change in fair value of life settlements loss
of approximately $6.0 million.

Expense was significantly impacted by change in fair value of the White Eagle Revolving Credit Facility of approximately $53.6 million.

Change in fair value of life settlements - Deconsolidated Subsidiaries

                             December 1, 2018      November 14, to
                              to August 16,         November 30,
                                   2019                 2018              Change       % Change
Change in fair value of
life settlements            $     (16,841 )      $       (6,034 )      $ 

(10,807 )        179 %    increase




During the twelve months ended November 30, 2019, our deconsolidated
subsidiaries had maturities of 18 life insurance policies with face amounts
totaling $100.4 million. The net gain of these maturities was $70.3 million and
is recorded as a change in fair value of life settlements in the deconsolidated
statements of operations for the twelve months ended November 30, 2019. Proceeds
from maturities totaling $92.5 million were received during the twelve months
ended November 30, 2019. Of the amount collected, approximately $17.8 million
was received after August 16, 2019, the Transaction Date and was distributed to
the consolidated entities on August 16, 2019. There were no maturities for the
period November 14, 2018 to November 30, 2018.

On May 22, 2019, a settlement in the amount of $21.3 million was signed among
Lincoln Benefit Life Company ("Lincoln Benefit"), White Eagle and Emergent
Capital pursuant to which Lincoln Benefit, agreed to not to contest the 55 life
insurance policies that are presently owned by White Eagle and Emergent Capital
agreed to drop its legal action against Allstate Life Insurance Company and
settle for $2.0 million. The settlements relates to six separate legal actions
pertaining to the validity of certain policies held by White Eagle and
receivables for maturities of life settlement totaling $39.1 million. The
settlement of the litigation, was approved by the Bankruptcy Court in June 2019,
and, as such the receivable for maturities of life settlement was adjusted to
reflect the reduction which resulted in approximately $17.8 million recorded as
change in fair value of life settlements for the twelve months ended November
30, 2019.

Other items impacting the change in fair value include updated life expectancies
procured by our deconsolidated subsidiaries with respect to the insureds' lives
and maturities. The updated life expectancy reports implied that in aggregate,
the insureds' health improved, therefore, lengthening their life expectancies
relative to the prior life expectancies.

On October 18, 2018, 21st Services, announced revisions to its underwriting methodology, which revisions have generally been understood to lengthen the average reported life expectancy furnished by this life expectancy provider by 9%. On October 29, 2018, AVS also announced revisions to its underwriting methodology without an estimated impact, which resulted in an average lengthening of the life expectancies by approximately 13%.

In November 2018, White Eagle decided to no longer utilize the results of life
expectancy reports furnished by AVS for valuation purposes and will procure its
life expectancy reports solely from 21st Services on a periodic basis and
expects to continue to lengthen life expectancies furnished by 21st Services
that have not been re-underwritten using their updated methodology. Up to August
16, 2019, White Eagle received 326 updated life expectancy reports from 21st
Services. These life expectancies reported an average lengthening of life
expectancies of 23.45% based on this sample, which is significantly higher than
the 9% impact first communicated by 21st Services and has significantly impacted
the results for the twelve months ended November 30, 2019 by approximately $57.6
million.

As of November 30, 2018, White Eagle owned 586 policies with an estimated fair
value of $505.2 million with an aggregate death benefit of these life
settlements of $2.8 billion. All 586 policies were pledged as collateral for the
White Eagle

                                       35
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Revolving Credit Facility. The Company also recorded a $27.7 million receivable for maturity of life settlements at November 30, 2018 relating to policies pledged as collateral the White Eagle Revolving Credit Facility.

Of these 586 policies owned as of November 30, 2018, 512 were previously premium
financed and are valued using discount rates that range from 12.25% - 19.25%.
The remaining 74 policies are valued using discount rates that range from 12.25%
- 13.75%.

See Note 15 "Fair Value Measurements " to the accompanying consolidated financial statements for further information.

Change in fair value of investment in limited partnership

                                                   November 14,
                                  Period ended     to November
                                   August 16,          30,
                                      2019             2018          Change       % Change
Change in fair value of
investment in limited
partnership                      $     15,352     $          -     $ 

15,352          100 %    increase




On August 16, 2019, Lamington's capital contribution to White Eagle comprised
the fair value of the life settlement assets based on the purchaser's valuation.
The Company performed a fair value calculation to include various factors
impacting the waterfall distribution as dictated by the Subscription Agreement,
including but not limited to amounts advanced for the Class D Shares, the
funding of the premium reserves on the Company's behalf and the expected return
on the Class A Shares of 11%. The Company determined that the fair value was
approximately $138.2 million which resulted in a change in fair value gain of
approximately $15.4 million at August 16, 2019.

Change in fair value of White Eagle Revolving Credit Facility

                                                   November 14,
                                  Period ended     to November
                                   August 16,          30,
                                      2019             2018          Change        % Change
Change in fair value of White
Eagle Revolving Credit
Facility                         $     17,094     $     53,613     $ (36,519 )        (68 )%     decrease

For the twelve months ended November 30, 2019, the White Eagle Revolving Credit Facility incurred a loss of approximately $17.1 million which is mainly attributable the early repayment of the White Eagle Revolving Credit Facility.

The White Eagle Revolving Credit Facility incurred a loss of approximately $53.6
million, for the period November 14, 2018 to November 30, 2018, which is mainly
attributable to assumptions incorporated due to the Chapter 11 filing of the
entity. This amount is shown as an increase to White Eagle Credit Facility's
expenses on the statement of operations for the period ended November 30, 2018.
Outstanding principal under the White Eagle Credit Facility at November 30, 2018
was $363.8 million of outstanding principal.

The White Eagle Revolving Credit Facility was valued at November 30, 2018 using
discount rates of 23.27%.
Refer to   Note 3 "Deconsolidation of Subsidiaries"  ,   Note 4 "Condensed and
Consolidated Financial Statements of Entities in Bankruptcy"   and   Note 5
"Consolidation of Variable Interest Entities"  , of the Notes to Consolidated
Financial Statements, provided in this report.

                                       36
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Results of Continuing Operations
Eleven Months Ended November 30, 2018 Compared to Twelve Months Ended December
31, 2017
Net loss from continuing operations for the eleven months ended November 30,
2018 was $169.9 million as compared to a loss of $3.2 million for the twelve
months ended December 31, 2017. The following is our analysis of net loss for
the eleven months ended November 30, 2018 compared to twelve months ended
December 31, 2017 (in thousands).

                                   Eleven Months      Twelve Months
                                 Ended November 30,       Ended
                                                       December 31,
                                        2018               2017           Change       % Change
Income                           $    (196,422 )      $     51,873     $ (248,295 )       (479 )%    decrease
Expenses                               (26,525 )            55,111        (81,636 )       (148 )%    decrease
Income tax (benefit) provision              45                   -             45          100  %    increase
Net loss                         $    (169,942 )      $     (3,238 )   $ (166,704 )      5,148  %    increase

Income included net gain on maturity of 20 life settlements of $53.3 million compared to a net gain of $35.9 million on maturity of 13 life settlements during the twelve months ended December 31, 2017.

Income from continuing operations for the eleven months ended November 30, 2018
was a loss, which was significantly impacted by a negative change in fair value
of life settlements as a result of changes made by the provider of life
expectancy reports. This impact is approximately $124.0 million.

Historically, the Company has procured the majority of its life expectancy
reports from two life expectancy report providers (AVS Underwriting LLC and 21st
Services, LLC) for valuation purposes and average or "blending," the results of
the two life expectancy reports to establish a composite mortality factor.

On October 18, 2018, 21st Services, LLC ("21st Services") announced revisions to
its underwriting methodology, these revisions have generally been understood to
lengthen the average reported life expectancy furnished by this life expectancy
provider by 9%. On October 29, 2018, AVS Underwriting LLC ("AVS"), also
announced revisions to its underwriting methodology without an estimated impact,
which resulted in an average lengthening of the life expectancies by
approximately 13%.

To account for the impact of the revisions by 21st Services and based off of
market responses to the methodology change, the Company decided to lengthen the
life expectancies furnished by 21st Services by 9% as at November 30, 2018. The
resulting impact is approximately $124.0 million reduction in the fair value of
its life settlements.

Further, the Company has decide to no longer utilize the results of life
expectancy reports furnished by AVS for valuation purposes. The Company's
decision was based on a series of events leading up to the announcement on
October 29, 2018, which includes AVS inability to furnish timely reports to
allow the Company to blend the results to facilitate timely quarterly reporting.
Market participants have expressed concerns regarding their inability to connect
the new AVS model to past model. Effective November 2018, the Company
discontinued its blending approach. The resulting impact is approximately $23.1
million reduction in the fair value of its life settlements.


                                       37
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Approximately $150.9 million included in income represents impairment of our
investment in deconsolidated subsidiaries. At November 13, 2018, the
pre-petition date, the Company valued its investment in Lamington to be$278.4
million, which is equivalent to the Company's book value. This valuation was
determined by performing an internal fair value calculation of the assets and
liabilities of Lamington under ASC 820, Fair Value Measurement. As a result of
the Chapter 11 Cases, consistent with ASC 321, Investments - Equity Securities,
the Company subsequently, measured its investment in Lamington at fair value as
of November 30, 2018. Further, the Company engaged a third party to perform a
quantitative assessment to determine the value of its investment in Lamington.
The valuation report showed the fair value of the Company's investment in
Lamington to be $128.8 million, which is $150.9 million lower than its
pre-petition value. As a result, the Company recognized an impairment on its
investment in Lamington at November 30, 2018, the amount is reflected in current
earnings as change in fair value of investment in deconsolidated subsidiaries.
The fair value of $128.8 million has inherent estimates including, but not
limited to, when the Company will emerge from bankruptcy, the estimated discount
rate, the value of the debt under the White Eagle Revolving Credit Facility, as
well as other factors inherent in the valuation process.

Total expenses from continuing operations for the eleven months ended November
30, 2018 were mainly comprised of interest expense on the White Eagle Revolving
Credit Facility of $22.8 million; $4.6 million on the 5% Convertible Notes
and$3.0 million on the 8.5% Senior Secured Notes.

Expense was positively impacted by change in fair of the White Eagle Revolving
Credit Facility of approximately $70.9 million. The White Eagle Revolving Credit
Facility incurred pre-petition gain, which is mainly attributable to lengthen
the life expectancies furnished by 21st Services by 9% to determine the value of
the life insurance policies pledged as collateral in the facility. This impacted
the value of the debt by approximately $66.7 million. This amount is shown as a
reduction to expenses on the statement of operations for the period ended
November 30, 2018.

Total expenses from continuing operations for the twelve months ended December
31, 2017 were mainly comprised of interest expense of $16.8 million on the White
Eagle Revolving Credit Facility; $9.2 million on the 8.5% Convertible Notes;
$2.1 million on the 5% Convertible Notes; $2.8 million on the 15% Senior Secured
Notes; $1.4 million on the 8.5% Senior Secured Notes, $2.0 million loss on
extinguishment of debt, and a change in the fair value of the White Eagle
Revolving Credit Facility of $4.5 million.

Change in Fair Value of Life Settlements (in thousands)

                                Eleven Months      Twelve Months
                              Ended November 30,       Ended
                                                    December 31,
                                     2018               2017           Change       % Change
Change in fair value of
life settlements              $     (46,879 )      $     51,551     $ 

(98,430 )       (191 )%   decrease




During the eleven months ended November 30, 2018, 20 life insurance policies
with face amounts totaling $93.4 million matured, compared to 13 policies with
face amounts of $67.2 million for the twelve months ended December 31, 2017. The
net gain of these maturities was $53.3 million and $35.9 million for 2018 and
2017, respectively, and is recorded as a change in fair value of life
settlements in the consolidated statements of operations for the eleven months
ended November 30, 2018 and twelve months ended December 31, 2017. All 20 of the
maturities served as collateral under the White Eagle Revolving Credit Facility.
Proceeds from maturities totaling $95.8 million were received during the eleven
months ended November 30, 2018. Of this amount, approximately $76.6 million
inclusive of approximately $7.8 million collected during the year ended
December 31, 2017 were utilized to repay borrowings, interest and credit
facility expenses under the White Eagle Revolving Credit Facility.

Other items impacting the change in fair value include updated life expectancies
procured by the Company in respect to the insureds' lives and maturities. The
updated life expectancy reports implied that in aggregate, the insureds' health
improved, therefore, lengthening their life expectancies relative to the prior
life expectancies.


                                       38

--------------------------------------------------------------------------------


Historically, the Company has procured the majority of its life expectancy
reports from two life expectancy report providers (AVS Underwriting LLC and 21st
Services, LLC) for valuation purposes and average or "blending," the results of
the two life expectancy reports to establish a composite mortality factor.

On October 18, 2018, 21st Services, LLC ("21st Services") announced revisions to
its underwriting methodology, these revisions have generally been understood to
lengthen the average reported life expectancy furnished by this life expectancy
provider by 9%. On October 29, 2018, AVS Underwriting LLC ("AVS"), also
announced revisions to its underwriting methodology without an estimated impact,
which resulted in an average lengthening of the life expectancies by
approximately 13%.

To account for the impact of the revisions by 21st Services and based off of
market responses to the methodology change, the Company decided to lengthen the
life expectancies furnished by 21st Services by 9% as at November 30, 2018. The
resulting impact is approximately $124.0 million reduction in the fair value of
its life settlements.

Further, the Company decided to no longer utilize the results of life expectancy
reports furnished by AVS for valuation purposes. The Company's decision was
based on a series of events leading up to the announcement on October 29, 2018,
which includes AVS inability to furnish timely reports to allow the Company to
blend the results to facilitate timely quarterly reporting. Market participants
have expressed concerns regarding their inability to connect the new AVS model
to past model. Effective November 30, 2018, the Company discontinued its
blending approach. The resulting impact is approximately $23.1 million reduction
in the fair value of its life settlements.

The Company re-evaluates its discount rates at the end of each reporting period
in order to reflect the estimated discount rates that could reasonably be used
in a market transaction involving the Company's portfolio of life settlements.
In doing so, consideration is given to the various factors influencing the
rates, including risk tolerance, market activity, credit exposure of the
insurance company that issued the life insurance policy, and the estimated risk
premium an investor in the policy would require, among other factors. In
considering these factors at November 30, 2018, the Company determined that the
weighted average discount rate calculated based on death benefit was 13.43%
compared to 15.95% at December 31, 2017 for all policies including those of the
deconsolidated entities.

As of November 30, 2018, we owned two policies with an estimated fair value of
$1.2 million compared to 608 policies with a fair value of $567.5 million at
December 31, 2017, a decrease of $566.3 million due to the deconsolidation of
White Eagle. As of November 30, 2018, the aggregate death benefit of these life
settlements was $12.0 million.

Of these two policies owned as of November 30, 2018, all were previously premium financed and are valued using discount rates that range from 13.25% to 14.75%.

See   Note 15, "Fair Value Measurements,"   to the accompanying consolidated
financial statements.

Expenses (in thousands)
                                Eleven Months      Twelve Months
                              Ended November 30,       Ended
                                                    December 31,
                                     2018               2017           Change       % Change
Interest expense              $      30,845        $     32,797     $   (1,952 )         (6 )%   decrease
Extinguishment of Senior
Notes                                     -               2,018         (2,018 )       (100 )%   decrease
Change in fair value of
Revolving Credit Facilities         (70,900 )             4,501        (75,401 )     (1,675 )%   increase
SG&A expenses                        13,530              15,795         (2,265 )        (14 )%   decrease
Total Expense                 $     (26,525 )      $     55,111     $  (81,636 )       (148 )%   decrease





                                       39

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Interest expense (in thousands)

                                Eleven Months     Twelve Months
                                Ended November        Ended
                                     30,           December 31,
                                     2018              2017           Change       % Change
White Eagle Revolving Credit
Facility                       $       22,757     $     16,819     $    5,938           35  %   increase
8.5% Convertible Notes                    169            9,206         (9,037 )        (98 )%   decrease
15% Senior Secured Notes                    -            2,784         (2,784 )       (100 )%   decrease
5% Convertible Notes                    4,563            2,107          2,456          117  %   increase
8.5% Senior Secured Notes               3,004            1,370          1,634          119  %   increase
Participation Interest -
White Eagle Revolving Credit
Facility                                  340              467           (127 )        (27 )%   decrease
Other                                      12               44            

(32 ) (73 )% decrease Total Interest Expense $ 30,845 $ 32,797 $ (1,952 ) (6 )% decrease

Outstanding debt as of November 30, 2018 included $1.2 million of 8.5% Senior
Unsecured Convertible Notes, $75.8 million of 5% Senior Unsecured Convertible
Notes and $35.0 million of 8.5% Senior Secured Notes.

Of the interest expense of $30.8 million for the eleven months ended November
30, 2018, approximately $22.8 million represents interest paid on the White
Eagle Revolving Credit Facility prior to its deconsolidation. The increase in
interest expense resulted from an increase in the principal balance of the
facility. Interest expense also includes approximately $340,000 for
participation interest on the White Eagle Revolving Credit Facility paid during
the eleven months ended November 30, 2018.

Interest expense on the 8.5% Senior Unsecured Convertible Notes totaled
$169,000, including $93,000, $66,000 and $10,000 from interest, amortizing debt
discounts and origination costs, respectively, during the eleven months ended
November 30, 2018.

The Company recorded $4.6 million of interest expense on the 5.0% Senior
Unsecured Convertible Notes, including $3.5 million, $947,000 and $140,000 from
interest, amortization of debt discount and origination costs, respectively,
during the eleven months ended November 30, 2018.
The Company recorded approximately $3.0 million of interest expense on the 8.5%
Senior Secured Notes, which includes $2.8 million of interest and $244,000 of
amortizing debt issuance costs respectively, during the eleven months ended
November 30, 2018.
Of the interest expense of $32.8 million for the twelve months ended December
31, 2017, approximately $16.8 million represents interest paid on the White
Eagle Revolving Credit Facility. The increase in interest expense resulted from
an increase in the principal balance of the facility at December 31, 2017.
Interest expense also includes approximately $467,000 for participation interest
on the Facility paid during the twelve months ended December 31, 2017.

Interest expense on the 8.5% Convertible Notes totaled $9.2 million, including
$4.2 million, $2.5 million, $2.1 million and $314,000 from interest, one time
debt modification cost, amortizing debt discounts and origination costs,
respectively. Interest for the twelve months ended December 31, 2017 included
approximately $522,000 of additional interest paid in kind to note holders.

The Company recorded approximately $2.8 million of interest expense on the 15%
Senior Secured Notes, which includes $2.6 million of interest and $184,000 of
amortizing debt issuance costs, respectively, during the twelve months ended
December 31, 2017. The 15% Senior Secured Notes were repaid and canceled on July
28, 2017 in connection with the 2017 recapitalization.


                                       40
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The Company recorded $2.1 million of interest expense on the New Convertible
Notes, including $1.6 million, $432,000 and $64,000 from interest, amortization
of debt discount and origination costs, respectively, during the twelve months
ended December 31, 2017.

The Company recorded approximately $1.4 million of interest expense on the 8.5%
Senior Secured Notes, which includes $1.3 million of interest and $98,000 of
amortizing debt issuance costs, respectively, during the twelve months ended
December 31, 2017.

See Notes 11, "White Eagle Revolving Credit Facility ," ," 12, "8.50% Senior Unsecured Convertible ," 13, "5% Senior Unsecured Convertible ," and

14, "8.5% Senior Secured Notes ," to the accompanying consolidated financial statements for further information.

Extinguishment of debt (in thousands)

                                  Eleven Months     Twelve Months
                                 Ended November         Ended
                                       30,          December 31,
                                      2018              2017            Change       % Change
Loss on extinguishment of debt   $           -     $       2,018     $   (2,018 )       (100 )%   decrease




During the twelve months ended December 31, 2017, approximately $2.0 million was
recorded in loss on the extinguishment of debt for the 15.0% Senior Secured
Notes, including $1.5 million and $518,000 related to prepayment penalty and
write off of origination cost, respectively.

Change in fair value of the Revolving Credit Facilities (in thousands)

                                  Eleven Months     Twelve Months
                                 Ended November         Ended
                                       30,           December 31,
                                      2018               2017          Change       % Change
White Eagle Revolving Credit
Facility                        $    (70,900 )      $      4,501     $ (75,401 )     (1,675 )%   decrease




For the eleven months ended November 30, 2018, the White Eagle Revolving Credit
Facility shows a gain of approximately $70.9 million compared to a loss of $4.5
million for the twelve months ended December 31, 2017. This loss is attributable
to a combination of offsetting factors as discussed below:

During the eleven months ended November 30, 2018, the fair value of the White
Eagle Revolving Credit Facility was impacted by increased borrowings, the
lengthening of life expectancies of certain insureds' underlying policies
pledged under the White Eagle Revolving Credit Facility and a slight increase in
the discount rate used to value the facility.

The Facility incurred pre-petition gain of approximately $70.9 million, which is
mainly attributable to lengthen the life expectancies furnished by 21st Services
by 9% to determine the value of the life insurance policies pledged as
collateral in the facility. This impacted the value of the debt by approximately
$66.7 million. This amount is shown as a reduction to expenses on the statement
of operations for the period ended November 30, 2018


                                       41
--------------------------------------------------------------------------------


During the twelve months ended December 31, 2017, the fair value of the White
Eagle Revolving Credit Facility was impacted by increased borrowings, the
lengthening of life expectancies of certain insureds' underlying policies
pledged under the White Eagle Revolving Credit Facility and a slight increase in
the discount rate used to value the facility.

See Note 15, "Fair Value Measurements," to the accompanying consolidated financial statements.

Selling, General and Administrative Expenses (in thousands)

                               Eleven Months     Twelve Months
                               Ended November        Ended
                                    30,           December 31,
                                    2018              2017           Change        % Change
Personnel costs               $        2,707     $      5,070     $   (2,363 )        (47 )%     decrease
Legal fees                             3,052            3,721           (669 )        (18 )%     decrease
Professional fees                      5,475            4,445          1,030           23  %     increase
Insurance                                734              783            (49 )         (6 )%     decrease
Other SG&A                             1,562            1,776           (214 )        (12 )%     decrease
Total SG&A Expense            $       13,530     $     15,795     $   (2,265 )        (14 )%     decrease




The decrease in SG&A expense was primarily the result of a decrease in personnel
costs of $2.4 million, a decrease in legal expense of $669,000, a decrease in
other SG &A of $214,000, and a decrease in insurance costs of $49,000 offset by
an increase in professional fees $1.0 million.

On August 3, 2017 and August 11, 2017, as a reduction in force, the Company
reduced its headcount from 20 employees to 12 employees. The Company recognized
a onetime severance cost of approximately $1.0 million related to this
reduction, the amounts were included in personnel cost and were being paid over
a period of twelve months.

Results of Discontinued Operations

2019 Compared to 2018
                                 Twelve Months Ended    Eleven Months Ended
                                     November 30,          November 30,
                                         2019                  2018             Change      % Change
Change in fair value of
investment in affiliates         $        (2,384 )      $               -     $ (2,384 )       100  %   increase
Other income                                   -                       17          (17 )      (100 )%   decrease
                                          (2,384 )                     17       (2,401 )
Total expenses                               (21 )                     46          (67 )      (146 )%   decrease
Loss before income taxes                  (2,363 )                    (29 )     (2,334 )     8,048  %   increase
Income tax benefit                             -                        -            -           -  %   decrease
Net loss, net of income taxes    $        (2,363 )      $             (29 )   $ (2,334 )     8,048  %   increase





                                       42

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Net income from our discontinued structured settlement operations for the twelve
months ended November 30, 2019 was a loss of approximately $2.4 million as
compared to a net loss of $29,000 for the eleven months ended November 30, 2018.
Total income from our discontinued structured settlement operations was $2.4
million compared to $17,000 for the twelve months ended November 30, 2019 and
eleven months ended November 30, 2018, respectively. Income for fiscal 2019 was
negatively impacted by change in fair value of investment in affiliates of
approximately $2.4 million. This investment was held by our structured
settlement subsidiary whose primary activities were discontinued in 2013 with
the sale of the structured settlement assets and this investment in affiliates
was the only portion remaining. The remaining $2.4 million was written off as a
result of ongoing restructuring plans in the fourth quarter of fiscal 2019, the
Company decided not to continue to pursue this line of investment.

Total expenses from our discontinued structured settlement operations were
income of $21,000 for the twelve months ended November 30, 2019 compared to
expense of $46,000 incurred during the eleven months ended November 30, 2018.
2018 Compared to 2017
                                          Twelve Months
                                          Ended November    Eleven Months Ended
                                               30,              November 30,
                                               2018                 2017            Change       % Change
Total income (loss)                                  17                33          $   (16 )       (48 )%     decrease
Total expenses                                       46               304             (258 )       (85 )%     decrease
Net income (loss), net of income taxes   $          (29 )   $        (271 )        $   242         (89 )%     decrease




Net loss from our discontinued structured settlement operations for the eleven
months ended November 30, 2018 was $29,000 as compared to a net loss of $271,000
for the twelve months ended December 31, 2017. Total income from our
discontinued structured settlement operations was $17,000 compared to $33,000
for the eleven months ended November 30, 2018 and twelve months ended December
31, 2017, respectively.

Total expenses from our discontinued structured settlement operations were
$46,000 for the eleven months ended November 30, 2018 compared to $304,000
incurred during the twelve months ended December 31, 2017. This decrease was
mainly attributable to an $180,000 decrease in other SG&A and a $78,000 decrease
in legal fees.

Liquidity and Capital Resources

Our consolidated financial statements have been prepared assuming the
realization of assets and the satisfaction of liabilities in the normal course
of business, as well as continued compliance with the covenants contained in the
indentures governing our 5% Convertible Notes, 8.5% Senior Secured Notes and
other financing arrangements.

Previously the payment of premiums to maintain the life insurance policies we
owned represented our most significant requirement for cash disbursement. On a
quarterly basis, we calculated the minimum premium payments required to maintain
the policies in-force. Over time, as an insured ages, the relevant premium
payments will increase. Nevertheless, the probability we will actually be
required to pay the premium decreases as mortality becomes more likely. In
addition to premiums, we incurred policy servicing costs, including updated
medical records, updated life expectancies and securities intermediaries' fees;
in most cases, these amounts were determined by the number of policies we owned.
The majority of these costs relates to the policies previously pledged as
collateral under the White Eagle Revolving Credit Facility with the termination
of such facility and the sale of 72.5% of the ownership interests in the holder
of the assets, the Company's exposure to these risks has been significantly
reduced.

Additionally, on December 4, 2019 the Company and certain of its subsidiaries entered into a Settlement Agreement and Mutual Release (the "Settlement Agreement") with Sun Life Assurance Company of Canada ("Sun Life") and Wilmington Trust, N.A. as securities intermediary ("Wilmington Trust").

                                       43
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Pursuant to the Settlement Agreement, 31 life insurance policies with face
totaling $163.5 million issued by Sun Life were canceled in exchange for a lump
sum payment of $36.1 million. The settlement included two policies held by the
Company outside of White Eagle with an aggregate face value of $12.0 million, 28
policies held by White Eagle with an aggregate face value of $141.5 million and
one policy with a face value of $10.0 million in receivable for maturity for
White Eagle. Of this amount, approximately $12.7 million was received by the
Company, $13.4 million was paid to White Eagle and $10.0 million was paid to
Wilmington Trust for the maturity receivable. With this settlement, the Company
no longer owns any life insurance policies and hence no future obligation for
premium payments.

Historically, the Company has incurred substantial losses, which has resulted in
an accumulated deficit of approximately $291.5 million as of November 30, 2019.
This amount include $14.5 million of net income for the twelve months ended
November 30, 2019 for which $37.9 million relates to gain on change in fair
value on the investment in deconsolidated subsidiaries as a result of the
resolution of their emergence from bankruptcy. Cash flows used in operating
activities were $12.4 million for the twelve months ended November 30, 2019 and
$41.2 million for the eleven months ended November 30, 2018. As of November 30,
2019, we had approximately $24.3 million of cash and cash equivalents and
certificates of deposit of $511,000.

The Company's ability to continue as a going concern is dependent on its ability
to meet its liquidity needs through a combination of factors including but not
limited to, the receipt of distributions from its investment in its equity
investment in White Eagle and cash on hand.

As of the filing date of this Form 10-K, we had approximately $22.2 million of
cash and cash equivalents inclusive of certificates of deposit of $513,000. In
considering our forecast for the next twelve months with the current cash
balance as of the filing of this Form 10-K, the Company has sufficient resources
to meet its liquidity needs for the foreseeable future.

For the twelve months ended November 30, 2019, we paid $70.0 million in premiums
to maintain our policies in force in our consolidated and deconsolidated
subsidiaries. Of this amount, $69.8 million was paid by White Eagle through its
pre-petition borrowings and maturity proceeds.

In connection with the WE Investment, the A&R LPA provides generally that
holders of the Class A and Class B Interest holders receive distributions of
proceeds of the assets of White Eagle based on their 72.5% and 27.5% ownership,
respectively, after certain expenses and reserves are funded (including such
minimum payments to Lamington totaling approximately $8.0 million per year for
the first three (3) years and $4.0 million for the subsequent seven (7) years,
provided that commencing after year three (3), such minimum payments will be
utilized to satisfy the Class D Return of $8.0 million, which was advanced at
closing, plus the greater of $2.0 million or 11% per annum on such $8.0 million
to the extent necessary to fully repay such Class D Return. The minimum payments
to the Company will occur regardless of maturities with payments through the
premium/expense reserve account when there are no maturity proceeds available
for distribution as described below). However, the A&R LPA also provides that
all payments to holders of the Class B interests (other than such minimum
payments to Lamington during the first eight (8) years following the Closing
Date) are fully subordinated to payments in respect of the minimum returns to
holders of the Class A and Class D interests (including repayment of all amounts
advanced in respect of the Advance Facility).

Although the WE Investment provides guaranteed payments of $8.0 million per year
for the first three (3) years and $4.0 million for the subsequent seven (7)
years to the Company, irrespective of maturities, there can be no assurance as
to when proceeds from maturities of the policies in the WE Investment will be
distributed to the Company. Delays will impact the timing of distribution since
the Class A Shares must meet their 11% return as well as repayments for any
advance to the premium reserve on the Company's behalf.

The following table illustrates the total amount of face value of life insurance
policies owned up to August 16, 2019, the date of the WE Investment, the
trailing 12- months of life insurance policy maturities realized and premiums
paid on our portfolio. The trailing 12-month maturities/premium coverage ratio
indicates the ratio of policy maturities realized to premiums paid over the
trailing 12-month period from our portfolio of life insurance policies.


                                       44
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                                      12-Month       12-Month
                      Portfolio       Trailing       Trailing            12-Month Trailing
                     Face Amount     Maturities    Premiums Paid  

Maturities/Premiums Coverage

 Quarter End Date        ($)        Realized ($)        ($)                  Ratio (%)
March 31, 2015        3,001,987         27,188          57,723                          47 %
June 30, 2015         2,982,416         63,768          59,990                         106 %
September 30, 2015    2,997,903         67,468          63,124                         107 %
December 31, 2015     2,979,352         67,403          64,923                         104 %
March 31, 2016        2,969,670         67,195          66,049                         102 %
June 30, 2016         2,966,388         34,815          67,843                          51 %
September 30, 2016    2,953,796         43,915          69,430                          63 %
December 31, 2016     2,946,511         37,460          71,681                          52 %
March 31, 2017        2,908,876         62,330          75,609                          82 %
June 30, 2017         2,903,899         63,353          79,378                          80 %
September 30, 2017    2,887,827         67,053          82,032                          82 %
December 30, 2017     2,880,487         67,176          84,751                          79 %
March 31, 2018        2,852,803         57,026          86,561                          66 %
June 30, 2018         2,826,863         78,039          87,650                          89 %
September 30, 2018    2,794,652         94,039          89,263                         105 %
November 30, 2018     2,787,916         93,435          91,601                         102 %
February 28, 2019     2,765,250         93,735          88,235                         106 %
May 31, 2019          2,719,976        108,105          97,602                         111 %
August 31, 2019       2,688,556        125,623         100,697                         125 %



We believe that the life insurance policy maturities we receive will continue to
increase over time in relation to the premiums we are required to pay on the
remaining policies in the portfolio but do expect that our portfolio cash flow
on a period-to-period basis will remain inconsistent given its dependence on
actual maturities.

Financing Arrangements Summary

White Eagle Revolving Credit Facility

White Eagle is the borrower under a $370.0 million (as amended on December 29,
2016) revolving credit facility, with Imperial Finance and Trading, LLC, as the
initial servicer, the initial portfolio manager and guarantor, Lamington Road
Bermuda Ltd., as portfolio manager, LNV Corporation, as initial lender, the
other financial institutions party thereto as lenders, and CLMG Corp., as
administrative agent for the lenders. Effective August 16, 2019, all outstanding
principal and interest under the White Eagle Revolving Credit Facility was
repaid.

See Note 11, "White Eagle Revolving Credit Facility," of the notes to the accompanying consolidated financial statements.

8.50% Senior Unsecured Convertible Notes

At November 30, 2019, no principal amount of the Company's 8.50% Senior Unsecured Convertible Notes due 2019 (the "Convertible Notes") was outstanding.

For a description of the Convertible Notes see Note 12, "8.50% Senior Unsecured Convertible Notes ," of the accompanying consolidated financial statement.

                                       45
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5.0% Senior Unsecured Convertible Notes

At November 30, 2019, there was $75.8 million in aggregate principal amount of
the Company's 5.0% Senior Unsecured Convertible Notes due 2023 (the "New
Convertible Notes" or "5% Convertible Notes") outstanding. For a description of
the New Convertible Notes see Note   12  , "5.0% Senior Unsecured Convertible
Notes," of the accompanying consolidated financial statements for further
information.

In July 2017, the Company caused to be issued the New Convertible Notes in an
aggregate amount of approximately $75.8 million pursuant to the New Convertible
Note Indenture. The terms of the New Convertible Notes are governed by the New
Convertible Note Indenture, which provides, among other things, that the New
Convertible Notes are unsecured senior obligations of the Company and will
mature on February 15, 2023. The New Convertible Notes bear interest at a rate
of 5% per annum from the issue date, payable semi-annually on August 15 and
February 15 of each year, beginning on August 15, 2017.

Holders of New Convertible Notes may convert their New Convertible Notes at
their option on any day prior to the close of business on the second scheduled
trading day immediately preceding February 15, 2023. Upon conversion, the
Company will deliver shares of Common Stock, together with any cash payment for
any fractional share of Common Stock. The initial conversion rate for the New
Convertible Notes denominated in $1,000 increments will be 500 shares of Common
Stock per $1,000 principal amount of New Convertible Notes, which corresponds to
an initial conversion price of approximately $2.00 per share of Common Stock.
The initial conversion rate for the New Convertible Notes denominated in $1.00
increments will be 0.5 shares of Common Stock per $1.00 principal amount of New
Convertible Notes, which corresponds to an initial conversion price of
approximately $2.00 per share of Common Stock. The conversion rate will be
subject to adjustment in certain circumstances.

The Company may redeem, in whole but not in part, the New Convertible Notes at a
redemption price of 100% of the principal amount of the New Convertible Notes to
be redeemed, plus accrued and unpaid interest and additional interest, if any,
if and only if the last reported sale price of the Common Stock equals or
exceeds 120% of the conversion price for at least 15 trading days in any period
of 15 consecutive trading days. The Company may, at its election, pay or deliver
as the case may be, to all Holders of the New Convertible Notes, either (a)
solely cash, (b) solely shares of Common Stock, or (c) a combination of cash and
shares of Common Stock.

The New Convertible Note Indenture provides for customary events of default,
which include (subject in certain cases to customary grace and cure periods),
among others: nonpayment of principal or interest; breach of covenants or other
agreements in the New Convertible Note Indenture; defaults or failure to pay
certain other indebtedness; and certain events of bankruptcy or insolvency.
Generally, if an event of default occurs and is continuing under the New
Convertible Note Indenture, the trustee or the holders of at least 25% in
aggregate principal amount of the New Convertible Notes then outstanding may
declare all unpaid principal plus accrued interest on the New Convertible Notes
immediately due and payable, subject to certain conditions set forth in the New
Convertible Note Indenture. In addition, holders of the New Convertible Notes
may require the Company to repurchase the New Convertible Notes upon the
occurrence of certain designated events at a repurchase price of 100% of the
principal amount of the New Convertible Notes, plus accrued and unpaid interest.

On December 11, 2019 the Company redeemed $8.0 million principal amount of the
5.0% Convertible Notes in exchange for cash consideration of $4.8 million
inclusive of unpaid interest. Upon such redemption, the Convertible Notes were
surrendered and canceled.

8.5% Senior Secured Notes

At November 30, 2019, there was $47.6 million in aggregate principal amount of
the Company's 8.5% Senior Secured Notes due 2021 outstanding (the "8.5% Senior
Secured Notes"). For a description of the 8.5% Senior Secured Notes see   Note
14, "8.5% Senior Secured Notes,"   of the accompanying consolidated financial
statements for further information.

In July 2017, the Note Purchase Investors and the Senior Secured Note Holders
representing 100% of the aggregate outstanding principal amount of the Company's
15.0% Senior Secured Notes entered into the Note Purchase Agreement. Pursuant to
the Note Purchase Agreement, the Note Purchase Investors purchased 100% of the
15% Senior Secured Notes held by each Senior Secured Note Holder for an
aggregate purchase price equal to the face amount of such purchased 15.0% Senior
Secured Notes. The Note Purchase Agreement contained customary representations,
warranties, and covenants.

In connection with the Transaction Closing, the Company paid each Senior Secured
Note Holder 5% of the face amount of the 15% Senior Secured Notes held by such
Senior Secured Note Holder as of immediately prior to the Transaction Closing,
plus all accrued but unpaid interest of such 15% Senior Secured Notes through
the date of the Transaction Closing, pursuant to

                                       46
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that certain Exchange Participation Agreement dated April 7, 2017 among the Company and Senior Secured Note Holders representing 100% of the aggregate outstanding principal amount of the 15% Senior Secured Notes.

In connection with the Transaction Closing, the Company and the Senior Secured
Note Trustee entered into the Amended and Restated Senior Secured Indenture to
amend and restate the Senior Secured Indenture between the Company and the
Senior Secured Note Trustee following the Company's receipt of requisite
consents of the holders of the 15% Senior Secured Notes. Pursuant to the terms
of the Amended and Restated Senior Secured Indenture, the Company caused the
cancellation of all outstanding 15% Senior Secured Notes and the issuance of
8.5% Senior Secured Notes in an aggregate amount of $30.0 million. The Amended
and Restated Senior Secured Indenture provides, among other things, that the
8.5% Senior Secured Notes will be secured senior obligations of the Company and
will mature on July 15, 2021. The 8.5% Senior Secured Notes will bear interest
at a rate of 8.5% per annum, payable quarterly on March 15, June 15, September
15 and December 15 of each year, beginning on September 15, 2017.

The Amended and Restated Senior Secured Indenture provides that the 8.5% Senior
Secured Notes may be optionally redeemed in full by the Company at any time and
must be redeemed in full upon additional issuances of debt by the Company in
each case, at a price equal to 100% of the principal amount redeemed plus (i)
accrued and unpaid interest on the 8.5% Senior Secured Notes redeemed up to the
date of redemption, and (ii) the Applicable Premium, if any, as defined in the
Amended and Restated Senior Secured Indenture. Upon a change of control, the
Company will be required to make an offer to holders of the 8.5%Senior Secured
Notes to repurchase the 8.5% Senior Secured Notes at a price equal to 107.5% of
their principal amount, plus accrued and unpaid interest up to the date of
redemption.

The Amended and Restated Senior Secured Indenture contains negative covenants
restricting additional debt incurred by the Company, creation of liens on the
collateral securing the 8.5%Senior Secured Notes, and restrictions on dividends
and stock repurchases, among other things. The 8.5% Senior Secured Notes are
secured by settlement proceeds, if any, received from certain litigation
involving the Company, certain notes issued to the Company, and pledges of 65%
of the equity interests in Blue Heron Designated Activity Company, OLIPP IV, LLC
and Red Reef Alternative Investments, LLC.

The Amended and Restated Senior Secured Indenture provides for customary events
of default which include (subject in certain cases to customary grace and cure
periods), among others: nonpayment of principal or interest; breach of covenants
or other agreements in the Amended and Restated Senior Secured Indenture;
defaults in failure to pay certain other indebtedness; and certain events of
bankruptcy or insolvency. Generally, if an event of default occurs and is
continuing under the Amended and Restated Senior Secured Indenture, the trustee
or the holders of at least 25% in aggregate principal amount of the 8.5% Senior
Secured Notes then outstanding may declare the principal of and accrued but
unpaid interest, plus a premium, if any, on all the 8.5% Senior Secured Notes
immediately due and payable, subject to certain conditions set forth in the
Amended and Restated Senior Secured Indenture.

On August 11, 2017, the Company entered into a Securities Purchase Agreement
with Brennan Opportunities Fund
I LP ("Brennan") pursuant to which Brennan purchased from the Company (i)
12,500,000 shares (the "Brennan Shares") of Common Stock at a price of $0.40 per
share for an aggregate purchase price of $5.0 million and (ii) $5.0 million
principal amount of the Company's 8.5% Senior Secured Notes (the "Brennan
Notes," and together with the Brennan Shares, the "Brennan Securities"). The
Securities Purchase Agreement contained customary representations, warranties,
and covenants.

The sale of the Brennan Securities was consummated on August 11, 2017, as to
8,750,000 shares of Common Stock and $3.5 million principal amount of 8.5%
Senior Secured Notes, and on August 14, 2017, as to 3,750,000 shares of Common
Stock and $1.5 million principal amount of 8.5% Senior Secured Notes.

On January 10, 2018, the Company dissolved Red Falcon Trust, an indirect subsidiary of the Company ("Red Falcon"). On the same date, the Company also commenced the process of appointing a liquidator to liquidate Blue Heron Designated Activity Company, a direct subsidiary of the Company ("Blue Heron").

 The completion of liquidation formalities of Blue Heron under Irish law is took
several months. Both Red Falcon and Blue Heron were inactive subsidiaries of the
Company.

The Company had pledged 65% of the equity and certain other assets of Blue Heron
in favor of the secured parties under the Amended and Restated Senior Secured
Indenture. In connection with liquidation of Blue Heron, the Company and
Wilmington Trust, National Association, as trustee under the Amended and
Restated Senior Secured Indenture (the "Trustee"), entered into (i) the First
Supplemental Indenture (the "First Supplemental Indenture"), dated as of January
10, 2018, to implement certain amendments to the Indenture and (ii) the
Amendment to Pledge and Security Agreement ("Pledge and Security Amendment"),
dated as of January 10, 2018, to implement certain amendments to the Pledge and
Security Agreement ("Pledge and Security Agreement"), dated as of March 11,
2016, between the Company and Trustee. The First Supplemental Indenture and the
Pledge and Security Amendment amend the Indenture and Pledge and Security
Agreement, respectively, to:

                                       47
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(i) remove from the assets pledged to the secured parties under the Amended and
Restated Senior Secured Indenture, 65% of the equity and certain other assets of
Blue Heron; and (ii) reflect the pledge by the Company, in favor of the secured
parties under the Indenture, of the promissory note dated as of December 29,
2016 in the principal sum of $69.6 million issued by OLIPP IV, LLC to Blue Heron
and subsequently assigned to the Company.

8.5% Senior Secured Notes Amendment

On December 28, 2018, the Company entered into subscription agreements (the
"Subscription Agreements") with several investors (the "Investors"), Pursuant to
the Subscription Agreements, the Investors purchased from the Company an
aggregate of $5.7 million principal amount of the Company's 8.5% Senior Secured
Notes for an aggregate purchase price of $4.3 million. The transactions were
consummated on December 28, 2018.

On December 28, 2018, the Company received a commitment letter (the "Commitment
Letter") from Ironsides Partners LLC, an entity affiliated with Robert Knapp, a
member of the Board, for an aggregate investment, at the Company's election, of
up to $2.0 million principal amount of 8.5% Senior Secured Notes for an
aggregate purchase price of up to $1.5 million no later than January 31, 2019.
The Commitment Letter contains certain conditions precedent to Ironsides'
obligations to purchase such Senior Notes. On January 30, 2019, the Company
entered into a Note Purchase Agreement (the "Note Purchase Agreement")with
Ironsides Partners Special Situations Master Fund III L.P. (the "Investor"),
which is affiliated with Robert Knapp, a member of the Company's Board of
Directors. Pursuant to the Note Purchase Agreement, the Investor purchased from
the Company $2.0 million principal amount of the Company's 8.5% Senior Secured
Notes for a purchase price of $1.5 million.

On February 11, 2019, the Company entered into a Subscription Agreement (the
"Subscription Agreement") with Brennan Opportunities Fund I LP (the "Investor"),
which is affiliated with Patrick T. Brennan, a member of the Company's Board of
Directors. Pursuant to the Subscription Agreement, the Investor purchased from
the Company $967,000 principal amount of the Company's 8.5% Senior Secured Notes
(the "Senior Notes") for a purchase price of $725,000. The transaction was
consummated on February 14, 2019.

At November 30, 2019, the outstanding principal of the 8.5% Senior Secured Notes
was $47.6 million with a carrying value of $45.7 million, net of unamortized
debt issuance cost of $362,000.

Cash Flows
The following table summarizes our cash flows, which includes both continuing
and discontinued operations, from operating, investing and financing activities
for the year ended November 30, 2019, the eleven months ended November 30, 2018
and the year ended December 31, 2017 (in thousands):
                                                                           Eleven Months       Twelve Months
                                                      Twelve Months       Ended November      Ended December
                                                    Ended November 30,          30,                 31,
                                                           2019                2018                2017
Statement of Cash Flows Data:
Total cash (used in) provided by:
Operating activities                                $     (12,380 )      $    (41,225 )      $    (34,847 )
Investing activities                                       30,172             (17,425 )           (37,566 )
Financing activities                                        5,282              28,592              92,362

(Decrease)/increase in cash and cash equivalents $ 23,074 $

  (30,058 )      $     19,949



Operating Activities

During the twelve months ended November 30, 2019, operating activities used cash
of $12.4 million. Our net income of $14.5 million was adjusted for the
following: change in fair value of investment in deconsolidated subsidiaries of
approximately $37.9 million, attributable to the reconsolidation of Lamington
and its subsidiaries gain due to the resolutions Chapter 11 Cases up to August
16, 2019, change in fair value of investment in affiliates of approximately $2.4
million, change in fair value of investment in limited partnership gain of
approximately $1.4 million, interest paid in kind on 8.5% Senior Secured Notes
of approximately $4.0 million, amortization of discount and deferred cost for
the 5% Convertible Notes of $1.3

                                       48
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million, amortization of discount and deferred cost for the 8.5% Senior Secured
Notes of $1.1 million, amortization of discount and deferred cost for the 8.5%
Convertible Notes of $21,000, stock based compensation of $375,000, and a net
positive change in the components of operating assets and liabilities of $2.9
million. This $2.9 million change in operating assets and liabilities is
partially attributable to a $168,000 decrease in other liabilities, a $835,000
decrease in accounts payable and accrued expenses, offset by a $3.2 million
increase in current tax liabilities, a $226,000 increase in interest payable on
the 8.5% Senior Secured Noted and a $516,000 increase in prepaid and other
assets.

During the eleven months ended November 30, 2018, operating activities used cash
of $41.2 million. Our net loss of $170.0 million was adjusted for the following:
change in fair value of investment in deconsolidated subsidiaries of
approximately $150.9 million, attributable to the deconsolidation of Lamington
and its subsidiaries due to the Chapter 11 cases, White Eagle Revolving Credit
Facility financing costs and fees of $927,000, which represent fees associated
with the White Eagle Revolving Credit Facility withheld by the lender and added
to the outstanding loan balance, amortization of discount and deferred cost for
the 5% Convertible Notes of $1.1 million, amortization of discount of deferred
cost for the 8.5% Senior Secured Notes of $244,000, amortization of discount and
deferred cost for the 8.5% Convertible Notes of $76,000, stock based
compensation of $562,000, change in fair value of life settlement gains of $46.9
million that is mainly attributable to maturities of 20 policies, change in fair
value of White Eagle Revolving Credit Facility gain of $70.9 million that is
mainly attributable to increased borrowings, the lengthening of life
expectancies of certain insureds underlying policies pledged as collateral in
the facility and an increase in the discount rates, and a net negative change in
the components of operating assets and liabilities of $10,000. This $10,000
change in operating assets and liabilities is partially attributable to a
$316,000 decrease in interest payable on the 5.0% Convertible Notes, a $1.0
million decrease in other liabilities, offset by a $877,000 increase in accounts
payable and accrued expenses, and a $496,000 increase in interest payable on the
8.5% Senior Secured Noted.

Investing Activities

Net cash used in investing activities for the twelve months ended November 30,
2019 was $30.2 million. This includes $17.8 million in proceeds from maturity of
life settlement, $10.9 million in cash from consolidated of subsidiaries that
were previously deconsolidated due to the Chapter 11 Cases and $1.7 million in
distribution from investment in limited partnership, offset by $163,000 for
premiums paid on life settlements.

Net cash used in investing activities for the eleven months ended November 30,
2018 was $17.4 million and included proceeds of $90.8 million from maturity of
20 life settlements and $516,000 for certificates of deposit. This was offset by
$78.7 million for premiums paid on life settlements and $30.0 million in
deconsolidation of subsidiaries cash.

Financing Activities

Net cash provided by financing activities for the twelve months ended November
30, 2019 was $5.3 million resulted from proceeds from the issue of 8.5% Senior
Secured Notes of approximately $6.5 million offset by repayment of outstanding
principal under the 8.5% Convertible Notes of approximately $1.2 million.

Net cash provided by financing activities for the eleven months ended
November 30, 2018 was $28.6 million and included $81.3 million of borrowings
from the White Eagle Revolving Credit Facility offset by $52.7 million in
repayment of borrowings under the White Eagle Revolving Credit Facility.
Contractual Obligations
The following table summarizes our contractual obligations as of November 30,
2019 (in thousands):
                                            Due in Less                                               More than 5
                              Total         than 1 Year       Due 1-3 Years       Due 3-5 Years          Years
Operating leases           $      217     $         217     $             -     $             -     $           -
Interest payable                1,971             1,971                   -                   -                 -
8.5% Senior Secured Notes      47,600                 -              47,600                   -                 -
5% Senior Unsecured
Convertible Notes              75,837                 -                   -              75,837                 -
                           $  125,625     $       2,188     $        47,600     $        75,837     $           -



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Inflation

Our assets and liabilities are, and will be in the future, interest-rate
sensitive in nature. As a result, interest rates may influence our performance
far more than inflation. Changes in interest rates do not necessarily correlate
with inflation or changes in inflation rates. We do not believe that inflation
had any material impact on our results of operations in the periods presented in
our financial statements presented in this report.

Off-Balance Sheet Arrangements
At November 30, 2019, there were no off-balance sheet arrangements between us
and any other entity that have, or are reasonably likely to have, a current or
future effect on our financial condition, changes in financial condition,
revenue or expenses, results of operations, liquidity, capital expenditures or
capital resources that is material to shareholders.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk of potential economic loss principally arising from
adverse changes in the fair value of financial instruments. The major components
of market risk are credit risk, interest rate risk and foreign currency risk. As
of November 30, 2019, we did not hold a material amount of financial instruments
for trading purposes.
Credit Risk
Credit risk consists primarily of the potential loss arising from adverse
changes in the financial condition of the issuers of the life insurance policies
that we own. Although we may purchase life settlements from carriers rated below
investment grade, to limit our credit risk, we generally only purchase life
settlements from companies that are investment grade.
The following table provides information about the life insurance issuer
concentrations that exceed 10% of total death benefit and 10% of total fair
value of our life settlements as of November 30, 2019:
                                      Percentage of     Percentage of
                                       Total Fair        Total Death
Carrier - Consolidated                    Value            Benefit        Moody's Rating   S&P Rating
Sun Life Assurance Company of Canada     100.0 %           100.0 %                   Aa3           AA


Interest Rate Risk
At November 30, 2019, fluctuations in interest rates did not impact interest
expense in the life finance business.
We earn income on the changes in fair value of the life insurance policies we
own. However, if the fair value of the life insurance policies we own decreases,
we record this reduction as a loss.

As of November 30, 2019, we owned two life settlements with a fair value of $1.3
million. However, these policies were disposed of subsequent to the year end.
Foreign Currency Exchange Rate Risk
Changes in the exchange rate between transactions denominated in a currency
other than our foreign subsidiaries' functional currency are immaterial to our
operating results. Exposure to foreign currency exchange rate risk may increase
over time as our business evolves.
Item 8. Financial Statements and Supplementary Data
The financial statements required by this Item are included in Item 15 of this
Annual Report on Form 10-K and are presented beginning on page F-1.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Not Applicable.

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