Guarantees of secured debt | (15) Guarantees of secured debt GWG Holdings has registered with the SEC the offer and sale $250,000,000 of L Bonds, and effective January 9, 2015, launched a $1 billion follow-on to its publicly registered L Bond offering as described in note 7. The L Bonds are secured by the assets of Holdings as described in note 7 and a pledge of all the common stock held by the largest individual shareholders. Obligations under the L Bonds are guaranteed by GWG Life. This guarantee involves the grant of a security interest in all the assets of GWG Life. The payment of principal and interest on the L Bonds is fully and unconditional guaranteed by GWG Life. Substantially all of the Company’s life insurance policies are held by DLP II, DLP III and the Trust. The policies held by DLP II are not collateral for the L Bond obligations as such policies serve as collateral for the credit facility. The consolidating financial statements are presented in lieu of separate financial statements and other related disclosures of the subsidiary guarantors and issuer because management does not believe that separate financial statements and related disclosures would be material to investors. There are currently no significant restrictions on the ability of Holdings or GWG Life, the guarantor subsidiary, to obtain funds from its subsidiaries by dividend or loan, except as follows. DLP II and DLP III are borrowers under a credit agreement with Autobahn, with DZ Bank AG as agent, as described in note 5. The significant majority of insurance policies owned by the Company are subject to a collateral arrangement with DZ Bank AG described in notes 2 and 5. Under this arrangement, collection and escrow accounts are used to fund premiums of the insurance policies and to pay interest and other charges under the revolving credit facility. DZ Bank AG and Autobahn must authorize all disbursements from these accounts, including any distributions to GWG Life. Distributions are limited to an amount that would result in the borrowers (DLP II, DLP III, GWG Life and Holdings) realizing an annualized rate of return on the equity funded amount for such assets of not more than 18%, as determined by DZ Bank AG. After such amount is reached, the credit agreement requires that excess funds be used for repayments of borrowings before any additional distributions may be made. The following represents consolidating financial information as of June 30, 2015 and December 31, 2014, with respect to the financial position, and for the three and six months ended June 30, 2015 and 2014 with respect to results of operations and cash flows of Holdings and its subsidiaries. The parent column presents the financial information of Holdings, the primary obligor of the L Bonds. The guarantor subsidiary column presents the financial information of GWG Life, the guarantor subsidiary of the L Bonds, presenting its investment in DLP II, DLP III and Trust under the equity method. The non-guarantor subsidiaries column presents the financial information of all non-guarantor subsidiaries including DLP II, DLP III and Trust. Condensed Consolidating Balance Sheets June 30, 2015 Parent Guarantor Sub Non-Guarantor Sub Eliminations Consolidated ASSETS Cash and cash equivalents $ 37,814,528 $ 233,553 $ 150,108 $ - $ 38,198,189 Restricted cash - 185,000 7,738,190 - 7,923,190 Policy benefits receivable - - 2,500,000 - 2,500,000 Investment in life settlements, at fair value - - 301,498,527 - 301,498,527 Other assets 2,688,215 1,730,651 2,204,695 - 6,623,561 Investment in subsidiaries 222,479,390 248,566,916 - (471,046,306 ) - TOTAL ASSETS $ 262,982,133 $ 250,716,120 $ 314,091,520 $ (471,046,306 ) $ 356,743,467 LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) LIABILITIES Revolving credit facility $ - $ - $ 65,011,048 $ - $ 65,011,048 Series I Secured notes - 24,347,531 - - 24,347,531 L Bonds 223,118,514 - - - 223,118,514 Interest payable 7,967,900 3,374,563 250,757 - 11,593,220 Accounts payable and other accrued expenses 1,294,444 664,744 112,691 - 2,071,879 Deferred taxes, net 6,525,336 - - - 6,525,336 TOTAL LIABILITIES 238,906,194 28,386,838 65,374,496 - 332,667,528 STOCKHOLDERS’ EQUITY (DEFICIT) Member capital - 222,329,282 248,717,024 (471,046,306 ) - Convertible preferred stock 20,559,823 20,559,823 Common stock 5,933 - - - 5,933 Additional paid-in capital 16,900,193 - - - 16,900,193 Accumulated deficit (13,390,010 ) - - - (13,390,010 ) TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 24,075,939 222,329,282 248,717,024 (471,046,306 ) 24,075,939 TOTAL LIABILITIES AND EQUITY (DEFICIT) $ 262,982,133 $ 250,716,120 $ 314,091,520 $ (471,046,306 ) $ 356,743,467 December 31, 2014 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 30,446,473 $ 216,231 $ - $ - $ 30,662,704 Restricted cash - 82,500 4,213,553 - 4,296,053 Policy benefits receivable - - 1,750,000 - 1,750,000 Investment in life settlements, at fair value - - 282,883,010 - 282,883,010 Other assets 1,673,728 1,777,534 27,500 - 3,478,762 Investment in subsidiaries 185,636,417 215,124,779 - (400,761,196 ) - TOTAL ASSETS $ 217,756,618 $ 217,201,044 $ 288,874,063 $ (400,761,196 ) $ 323,070,529 LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) LIABILITIES Revolving credit facility $ - $ - $ 72,161,048 $ - $ 72,161,048 Series I Secured notes - 27,616,578 - - 27,616,578 L Bonds 182,782,884 - - - 182,782,884 Interest payable 6,598,250 3,513,615 1,016,654 - 11,128,519 Accounts payable and other accrued expenses 711,993 434,433 571,583 - 1,718,009 Deferred taxes, net 5,273,555 - - - 5,273,555 TOTAL LIABILITIES 195,366,682 31,564,626 73,749,285 - 300,680,593 STOCKHOLDERS’ EQUITY (DEFICIT) Member capital - 185,636,418 215,124,778 (400,761,196 ) - Convertible preferred stock 20,527,866 - - - 20,527,866 Common stock 5,870 - - - 5,870 Additional paid-in capital 16,257,686 - - - 16,257,686 Accumulated deficit (14,401,486 ) - - - (14,401,486 ) TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 22,389,936 185,636,418 215,124,778 (400,761,196 ) 22,389,936 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 217,756,618 $ 217,201,044 $ 288,874,063 $ (400,761,196 ) $ 323,070,529 Condensed Consolidating Statements of Operations For the six months ended June 30, 2015 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated REVENUE Origination and servicing income $ - $ 1,018,750 $ - $ (1,018,750 ) $ - Gain on life settlements, net - - 25,257,295 - 25,257,295 Interest and other income 25,023 6,880 107,773 - 139,676 TOTAL REVENUE 25,023 1,025,630 25,365,068 (1,018,750 ) 25,396,971 EXPENSES Origination and servicing fees - - 1,018,750 (1,018,750 ) - Employee compensation and benefits 2,911,596 961,046 - - 3,872,642 Legal and professional fees 828,858 337,326 - - 1,166,184 Interest expense 11,031,758 1,458,965 2,008,158 - 14,498,881 Other expenses 2,056,188 1,302,036 56,836 - 3,415,060 TOTAL EXPENSES 16,828,400 4,059,373 3,083,744 (1,018,750 ) 22,952,767 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (16,803,377 ) (3,033,743 ) 22,281,324 - 2,444,204 EQUITY IN INCOME OF SUBSIDIARY 19,247,581 22,281,217 - (41,528,798 ) - NET INCOME BEFORE INCOME TAXES 2,444,204 19,247,474 22,281,324 (41,528,798 ) 2,444,204 INCOME TAX EXPENSE 1,432,728 - - - 1,432,728 NET LOSS $ 1,011,476 $ 19,247,474 $ 22,281,324 $ (41,528,798 ) $ 1,011,476 For the six months ended June 30, 2014 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated REVENUE Origination and servicing income $ - $ 1,308,906 $ - $ (1,308,906 ) $ - Gain on life settlements, net - - 11,001,094 - 11,001,094 Interest and other income 12,929 169,976 63 (169,221 ) 13,747 TOTAL REVENUE 12,929 1,478,882 11,001,157 (1,478,127 ) 11,014,841 EXPENSES Origination and servicing fees - - 1,308,906 (1,308,906 ) - Employee compensation and benefits 1,255,079 892,485 - - 2,147,564 Legal and professional fees 723,106 103,233 - - 826,339 Interest expense 8,691,989 1,572,269 2,670,333 - 12,934,591 Other expenses 1,106,635 734,138 194,232 (169,221 ) 1,865,784 TOTAL EXPENSES 11,776,809 3,302,125 4,173,471 (1,478,127 ) 17,774,278 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (11,763,880 ) (1,823,243 ) 6,827,686 - (6,759,437 ) EQUITY IN INCOME OF SUBSIDIARY 5,004,443 6,827,686 - (11,832,129 ) - NET INCOME BEFORE INCOME TAXES (6,759,437 ) 5,004,443 6,827,686 (11,832,129 ) (6,759,437 ) INCOME TAX BENEFIT (2,271,570 ) - - - (2,271,570 ) NET LOSS $ (4,487,867 ) $ 5,004,443 $ 6,827,686 $ (11,832,129 ) $ (4,487,867 ) For the three months ended June 30, 2015 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated REVENUE Origination and servicing income $ - $ 661,264 $ - $ (661,264 ) $ - Gain on life settlements, net - - 8,473,886 - 8,473,886 Interest and other income 17,480 430 72,470 - 90,380 TOTAL REVENUE 17,480 661,694 8,546,356 (661,264 ) 8,564,266 EXPENSES Origination and servicing fees - - 661,264 (661,264 ) - Employee compensation and benefits 1,605,795 538,930 - - 2,144,725 Legal and professional fees 351,507 291,424 - - 642,931 Interest expense 5,781,796 684,879 855,672 - 7,322,347 Other expenses 1,104,826 732,243 44,252 - 1,881,321 TOTAL EXPENSES 8,843,924 2,247,476 1,561,188 (661,264 ) 11,991,324 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (8,826,444 ) (1,585,782 ) 6,985,168 - (3,427,058 ) EQUITY IN INCOME OF SUBSIDIARY 5,399,386 6,985,112 - (12,384,498 ) - NET INCOME BEFORE INCOME TAXES (3,427,058 ) 5,399,330 6,985,168 (12,384,498 ) (3,427,058 ) INCOME TAX BENEFIT (1,176,643 ) - - - (1,176,643 ) NET LOSS $ (2,250,415 ) $ 5,399,330 $ 6,985,168 $ (12,384,498 ) $ (2,250,415 ) For the three months ended June 30, 2014 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated REVENUE Origination and servicing income $ - $ 342,850 $ - $ (342,850 ) $ - Gain on life settlements, net - - 5,484,889 - 5,484,889 Interest and other income 6,000 362 18 - 6,380 TOTAL REVENUE 6,000 343,212 5,484,907 (342,850 ) 5,491,269 EXPENSES Origination and servicing fees - - 342,850 (342,850 ) - Employee compensation and benefits 664,495 514,324 - - 1,178,819 Legal and professional fees 375,243 44,094 - - 419,337 Interest expense 4,475,461 793,702 1,338,880 - 6,608,043 Other expenses 767,096 408,883 12,500 - 1,188,479 TOTAL EXPENSES 6,282,295 1,761,003 1,694,230 (342,850 ) 9,394,678 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (6,276,295 ) (1,417,791 ) 3,790,667 - (3,903,409 ) EQUITY IN INCOME OF SUBSIDIARY 2,372,886 3,790,667 - (6,163,563 ) - NET INCOME BEFORE INCOME TAXES (3,903,409 ) 2,372,886 3,790,667 (6,163,563 ) (3,903,409 ) INCOME TAX BENEFIT (1,316,712 ) - - - (1,316,712 ) NET LOSS $ (2,586,697 ) $ 2,372,886 $ 3,790,667 $ (6,163,563 ) $ (2,586,697 ) Condensed Consolidating Statements of Cash Flows For the six months ended June 30, 2015 Parent Guarantor Sub Non-Guarantor Sub Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 1,011,476 $ 19,247,474 $ 22,281,324 $ (41,528,798 ) $ 1,011,476 Adjustments to reconcile net income to net cash flows from operating activities: (Equity) of subsidiaries (19,247,582 ) (22,281,216 ) - 41,528,798 - Gain on life settlements - - (12,134,482 ) - (12,134,482 ) Amortization of deferred financing and issuance costs 1,729,175 211,116 (1,982,295 ) - (42,004 ) Deferred income taxes 1,251,781 - - - 1,251,781 Convertible, redeemable preferred stock issued for dividends 335,232 - - - 335,232 (Increase) in operating assets: Policy benefits receivable - - (750,000 ) (750,000 ) Other assets (17,998,823 ) (11,114,039 ) - 28,756,313 (356,549 ) Increase in operating liabilities: Accounts payable and accrued expenses 2,493,495 228,640 (1,419,689 ) - 1,302,446 NET CASH FLOWS USED IN OPERATING ACTIVITIES (30,425,246 ) (13,708,025 ) (5,994,858 ) 28,756,313 (9,382,100 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life settlements - - (10,224,018 ) - (10,224,018 ) Proceeds from settlement of life settlements - - 3,742,983 - 3,742,983 NET CASH FLOWS USED IN INVESTING ACTIVITIES - - (6,481,035 ) - (6,481,035 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayment of revolving credit facility - - (7,150,000 ) - (7,150,000 ) Payments for redemption of Series I Secured notes - (3,617,544 ) - - (3,617,544 ) Proceeds from issuance of L Bonds 50,498,356 - - - 50,498,356 Payments for redemption and issuance of L Bonds (13,013,057 ) - - - (13,013,057 ) Proceeds from restricted cash - (102,500 ) (3,524,637 ) - (3,627,137 ) Issuance of common stock 582,000 - - - 582,000 Redemptions of convertible, redeemable preferred stock (273,998 ) - - - (273,998 ) Issuance of member capital - 17,445,391 11,310,922 (28,756,313 ) - NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 37,793,301 13,725,347 636,285 (28,756,313 ) 23,398,620 NET INCREASE IN CASH AND CASH EQUIVALENTS 7,368,055 17,322 150,108 - 7,535,485 CASH AND CASH EQUIVALENTS BEGINNING OF THE PERIOD 30,446,473 216,231 - - 30,662,704 END OF THE PERIOD $ 37,814,528 $ 233,553 $ 150,108 $ - $ 38,198,189 For the six months ended June 30, 2014 Parent Guarantor Sub Non-Guarantor Sub Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (4,487,867 ) $ 5,004,443 $ 6,827,686 $ (11,832,129 ) $ (4,487,867 ) Adjustments to reconcile net income (loss) to net cash flows from operating activities: (Equity) of subsidiaries (5,004,443 ) (6,827,686 ) - 11,832,129 - Life settlements – change in fair value - - (22,211,338 ) - (22,211,338 ) Amortization of deferred financing and issuance costs 1,727,610 301,104 (321,050 ) 1,707,664 Deferred income taxes (2,271,570 ) - - (2,271,570 ) Convertible, redeemable preferred stock dividends payable 389,331 - - - 389,331 (Increase) in operating assets: Policy benefits receivable - - (300,000 ) - (300,000 ) Other assets (26,622,350 ) (24,654,818 ) - 50,328,249 (948,919 ) Increase in operating liabilities: Accounts payable and accrued expenses 1,971,543 302,402 894,218 - 3,168,163 NET CASH FLOWS USED IN OPERATING ACTIVITIES (34,297,746 ) (25,874,555 ) (15,110,484 ) 50,328,249 (24,954,536 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life settlements - - (10,879,435 ) - (10,879,435 ) Proceeds from settlement of life settlements - - 68,500 - 68,500 NET CASH FLOWS USED IN INVESTING ACTIVITIES - - (10,810,935 ) - (10,810,935 ) CASH FLOWS FROM FINANCING ACTIVITIES Payments for redemption of Series I Secured notes - (1,538,924 ) - - (1,538,924 ) Proceeds from issuance of L Bonds 33,234,487 - - - 33,234,487 Payments for redemption and issuance of L Bonds (9,322,411 ) - - - (9,322,411 ) Proceeds from restricted cash - 855,000 2,167,537 - 3,022,537 Redemptions of convertible, redeemable preferred stock (20,056 ) - - - (20,056 ) Issuance of member capital - 26,574,367 23,753,882 (50,328,249 ) - NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 23,892,020 25,890,443 25,921,419 (50,328,249 ) 25,375,633 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (10,405,723 ) 15,888 - - (10,389,838 ) CASH AND CASH EQUIVALENTS BEGINNING OF THE PERIOD 32,711,636 738,157 - - 33,449,793 END OF THE PERIOD $ 22,305,910 $ 754,045 $ - $ - $ 23,059,955 For the three months ended June 30, 2015 Parent Guarantor Sub Non-Guarantor Sub Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (2,250,415 ) $ 5,399,330 $ 6,985,168 $ (12,384,498 ) $ (2,250,415 ) Adjustments to reconcile net loss to net cash flows from operating activities: (Equity) of subsidiaries (5,399,386 ) (6,985,112 ) - 12,384,498 - Gain on life settlements - - (14,028,327 ) - (14,028,327 ) Amortization of deferred financing and issuance costs 1,685,700 80,928 (1,259,602 ) - 507,026 Deferred income taxes (930,470 ) - - - (930,470 ) Convertible, redeemable preferred stock dividends payable 146,420 - - - 146,420 (Increase) in operating assets: Policy benefits receivable - - 17,140,000 - 17,140,000 Other assets (7,124,387 ) (5,236,604 ) - 12,135,615 (225,376 ) Increase (decrease) in operating liabilities: Accounts payable and other accrued expenses 213,843 (509,444 ) (1,037,640 ) - (1,333,241 ) NET CASH FLOWS USED IN OPERATING ACTIVITIES (13,658,695 ) (7,250,902 ) 7,799,599 12,135,615 (974,383 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life settlements - - (7,777,541 ) - (7,777,541 ) Proceeds from settlement of life settlements - - 132,388 - 132,388 NET CASH FLOWS USED IN INVESTING ACTIVITIES - - (7,645,153 ) - (7,645,153 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayment of revolving credit facility - - (7,150,000 ) (7,150,000 ) Payments for redemption of Series I Secured notes - (2,344,355 ) - - (2,344,355 ) Proceeds from issuance of L Bonds 22,538,059 - - - 22,538,059 Payments for redemption and issuance of L Bonds (6,134,935 ) - - - (6,134,935 ) Proceeds from restricted cash - 1,677,500 1,732,927 - 3,410,427 Issuance of member capital - 6,872,932 5,262,683 (12,135,615 ) - Issuance of common stock 582,000 - - - 582,000 Redemptions of convertible, redeemable preferred stock (273,998 ) - - - (273,998 ) NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 16,711,126 6,206,077 (154,390 ) (12,135,615 ) 10,627,198 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,052,431 (1,044,825 ) 56 - 2,007,662 CASH AND CASH EQUIVALENTS BEGINNING OF THE PERIOD 34,762,097 1,278,378 150,052 - 36,190,527 END OF THE PERIOD $ 37,814,528 $ 233,553 $ 150,108 $ - $ 38,198,189 For the three months ended June 30, 2014 Parent Guarantor Sub Non-Guarantor Sub Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (2,586,697 ) $ 2,372,886 $ 3,790,677 $ (6,163,563 ) $ (2,586,697 ) Adjustments to reconcile net loss to cash: (Equity) of subsidiaries (2,372,886 ) (3,790,677 ) - 6,163,563 - Gain on life settlements - - (10,852,425 ) - (10,852,425 ) Amortization of deferred financing and issuance costs 880,374 134,158 339,475 - 1,354,007 Deferred income taxes (1,316,712 ) - - - (1,316,712 ) Convertible, redeemable preferred stock dividends payable 196,991 - - - 196,991 (Increase) in operating assets: Policy benefits receivable - - (300,000 ) - (300,000 ) Other assets (10,674,637 ) (9,406,461 ) - 19,384,025 (697,073 ) Increase in operating liabilities: Accounts payable and accrued expenses 1,257,758 72,959 559,620 - 1,890,337 NET CASH FLOWS USED IN OPERATING ACTIVITIES (14,615,809 ) (10,617,135 ) (6,462,653 ) 19,384,025 (12,311,572 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life settlements - - (2,608,232 ) - (2,608,232 ) Proceeds from settlement of life settlements - - 68,500 - 68,500 NET CASH FLOWS USED IN INVESTING ACTIVITIES - - (2,539,732 ) - (2,539,732 ) CASH FLOWS FROM FINANCING ACTIVITIES Payments for redemption of Series I Secured notes - (670,621 ) - - (670,621 ) Proceeds from issuance of L Bonds 14,868,830 - - - 14,868,830 Payments for redemption and issuance of L Bonds (4,393,523 ) - - - (4,393,523 ) Proceeds from restricted cash - (215,000 ) 258,330 - 43,330 Issuance of member capital - 10,639,970 8,744,055 (19,384,025 ) - Redemptions of convertible, redeemable preferred stock (20,056 ) - - - (20,056 ) NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 10,455,251 9,754,349 9,002,385 (19,384,025 ) 9,827,960 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,160,558 ) (862,786 ) - - (5,023,344 ) CASH AND CASH EQUIVALENTS BEGINNING OF THE PERIOD 26,466,468 1,616,831 - - 28,083,299 END OF THE PERIOD $ 22,305,910 $ 754,045 $ - $ - $ 23,059,955 |