Guarantees of secured debt by GWG Life | (16) Guarantees of secured debt by GWG Life In January 2015, GWG registered a $1.0 billion debt offering of our L Bonds with the SEC. The $1.0 billion L Bond offering is a follow-on to our $250.0 million debt offering of Renewable Secured Debentures (subsequently renamed L Bonds) that was registered with the SEC and completed January 2015 as described in note 7. The L Bonds are secured by the assets of GWG 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, DLPIII and the Trust are not collateral for the L Bond obligations as such policies serve as collateral for the revolving 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 GWG 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, as lender, and DZ Bank, 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, as 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 and Autobahn must authorize all disbursements from these accounts, including any distributions to GWG Life. If the facility advance rate exceeds 50%, the distributions are limited to an amount that would result in the borrowers (DLP II, DLP III, GWG Life, and GWG Holdings) realizing an annualized rate of return on the equity funded amount for such assets of not more than 18%, as determined by the agent. 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 September 30, 2015 and December 31, 2014, with respect to the financial position, and for the three and nine months ended September 30, 2015 and 2014 with respect to results of operations and cash flows of GWG Holdings and its subsidiaries. The parent column presents the financial information of GWG 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 September 30, 2015 Parent Guarantor Sub Non-Guarantor Eliminations Consolidated A S S E T S Cash and cash equivalents $ 26,354,110 $ 1,948,399 $ 150,164 $ - $ 28,452,673 Restricted cash - 2,388,800 4,882,760 - 7,271,560 Policy benefits receivable - - 357,014 - 357,014 Investment in life settlements, at fair value - - 329,562,250 - 329,562,250 Other assets 2,918,013 1,732,640 1,232,070 - 5,882,723 Investment in subsidiaries 249,001,369 270,221,539 - (519,222,908 ) - TOTAL ASSETS $ 278,273,492 $ 276,291,378 $ 336,184,258 $ (519,222,908 ) $ 371,526,220 L I A B I L I T I E S & S T O C K H O L D E R S' E Q U I T Y (D E F I C I T) LIABILITIES Revolving credit facility $ - $ - $ 65,011,048 $ - $ 65,011,048 Series I Secured Notes - 23,566,913 - - 23,566,913 L Bonds 243,126,585 - - - 243,126,585 Interest payable 7,887,475 3,304,752 185,158 - 11,377,385 Accounts payable and other accrued expenses 1,879,138 568,509 616,348 - 3,063,995 Deferred taxes, net 4,608,650 - - - 4,608,650 TOTAL LIABILITIES 257,501,848 27,440,174 65,812,554 - 350,754,576 STOCKHOLDERS’ EQUITY Member capital - 248,851,204 270,371,704 (519,222,908 ) - Convertible preferred stock 2,623,541 - - - 20,623,541 Common stock 5,942 - - - 5,942 Additional paid-in capital 17,163,249 - - - 17,163,249 Accumulated deficit (17,021,088 ) - - - (17,021,088 ) TOTAL STOCKHOLDERS’ EQUITY 20,771,644 248,851,204 270,371,704 (519,222,908 ) 20,771,644 TOTAL LIABILITIES AND EQUITY $ 278,273,492 $ 276,291,378 $ 336,184,258 $ (519,222,908 ) $ 371,526,220 December 31, 2014 Parent Guarantor Subsidiary Non-Guarantor Eliminations Consolidated A S S E T S 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 L I A B I L I T I E S & S T O C K H O L D E R S' E Q U I T Y (D E F I C I T) 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 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 22,389,936 185,636,418 215,124,778 (400,761,196 ) 22,389,936 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 217,756,618 $ 217,201,044 $ 288,874,063 $ (400,761,196 ) $ 323,070,529 Condensed Consolidating Statements of Operations For the nine months ended September 30, 2015 Parent Guarantor Subsidiary Non-Guarantor Eliminations Consolidated REVENUE Origination and servicing income $ - $ 2,022,774 $ - $ (2,022,774 ) $ - Gain on life settlements, net - - 33,446,556 - 33,446,556 Interest and other income 38,944 61,694 132,878 - 233,516 TOTAL REVENUE 38,944 2,084,468 33,579,434 (2,022,774 ) 33,680,072 EXPENSES Origination and servicing fees - - 2,022,774 (2,022,774 ) - Employee compensation and benefits 4,671,183 1,509,703 - - 6,180,886 Legal and professional fees 1,427,388 560,873 - - 1,988,261 Interest expense 18,011,890 1,984,356 3,152,784 - 23,149,030 Other expenses 3,251,606 2,297,063 97,733 - 5,646,402 TOTAL EXPENSES 27,362,067 6,351,995 5,273,291 (2,022,774 ) 36,964,579 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (27,323,123 ) (4,267,527 ) 28,306,143 - (3,284,507 ) EQUITY IN INCOME OF SUBSIDIARY 24,038,616 28,305,979 - (52,344,595 ) - NET INCOME (LOSS) BEFORE INCOME TAXES (3,284,507 ) 24,038,452 28,306,143 (52,344,595 ) (3,284,507 ) INCOME TAX BENEFIT (664,905 ) - - - (664,905 ) NET INCOME (LOSS) $ (2,619,602 ) $ 24,038,452 $ 28,306,143 $ (52,344,595 ) $ (2,619,602 ) For the nine months ended September 30, 2014 Parent Guarantor Subsidiary Non-Guarantor Eliminations Consolidated REVENUE Origination and servicing income $ - $ 1,462,376 $ - $ (1,462,376 ) $ - Gain on life settlements, net - - 16,119,517 - 16,119,517 Interest and other income 17,501 229,348 5,218 (228,092 ) 23,975 TOTAL REVENUE 17,501 1,691,724 16,124,735 (1,690,468 ) 16,143,492 EXPENSES Origination and servicing fees - - 1,462,376 (1,462,376 ) - Employee compensation and benefits 1,992,554 1,531,720 - - 3,524,274 Legal and professional fees 1,476,213 141,470 10,086 - 1,627,769 Interest expense 13,371,300 2,334,097 4,025,930 - 19,731,327 Other expenses 1,937,674 1,299,666 268,602 (228,092 ) 3,277,850 TOTAL EXPENSES 18,777,741 5,306,953 5,766,994 (1,690,468 ) 28,161,220 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (18,760,240 ) (3,615,229 ) 10,357,741 - (12,017,728 ) EQUITY IN INCOME OF SUBSIDIARY 6,742,512 10,357,741 - (17,100,253 ) - NET INCOME (LOSS) BEFORE INCOME TAXES (12,017,728 ) 6,742,512 10,357,741 (17,100,253 ) (12,017,728 ) INCOME TAX BENEFIT (4,129,670 ) - - - (4,129,670 ) NET INCOME (LOSS) $ (7,888,058 ) $ 6,742,512 $ 10,357,741 $ (17,100,253 ) $ (7,888,058 ) For the three months ended September 30, 2015 Parent Guarantor Subsidiary Non-Guarantor Eliminations Consolidated REVENUE Origination and servicing income $ - $ 1,004,024 $ - $ (1,004,024 ) $ - Gain on life settlements, net - - 8,189,261 - 8,189,261 Interest and other income 13,922 54,813 25,106 - 93,841 TOTAL REVENUE 13,922 1,058,837 8,214,367 (1,004,024 ) 8,283,102 EXPENSES Origination and servicing fees - - 1,004,024 (1,004,024 ) - Employee compensation and benefits 1,759,589 548,657 - - 2,308,246 Legal and professional fees 598,530 223,547 - - 822,077 Interest expense 6,980,132 525,391 1,144,626 - 8,650,149 Other expenses 1,195,417 995,026 40,898 - 2,231,341 TOTAL EXPENSES 10,533,668 2,292,621 2,189,548 (1,004,024 ) 14,011,813 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (10,519,746 ) (1,233,784 ) 6,024,819 - (5,728,711 ) EQUITY IN INCOME OF SUBSIDIARY 4,791,035 6,024,762 - (10,815,797 ) - NET INCOME (LOSS) BEFORE INCOME TAXES (5,728,711 ) 4,790,978 6,024,819 (10,815,797 ) (5,728,711 ) INCOME TAX BENEFIT (2,097,633 ) - - - (2,097,633 ) NET INCOME (LOSS) $ (3,631,078 ) $ 4,790,978 $ 6,024,819 $ (10,815,797 ) $ (3,631,078 ) For the three months ended September 30, 2014 Parent Guarantor Subsidiary Non-Guarantor Eliminations Consolidated REVENUE Origination and servicing income $ - $ 153,470 $ - $ (153,470 ) $ - Gain on life settlements, net - - 5,118,423 - 5,118,423 Interest and other income 4,572 59,372 5,156 (58,871 ) 10,229 TOTAL REVENUE 4,572 212,842 5,123,579 (212,341 ) 5,128,652 EXPENSES Origination and servicing fees - - 153,470 (153,470 ) - Employee compensation and benefits 737,475 639,235 - - 1,376,710 Legal and professional fees 734,024 16,020 10,086 - 760,130 Interest expense 4,679,311 761,828 1,355,597 - 6,796,736 Other expenses 850,122 587,745 74,371 (58,871 ) 1,453,367 TOTAL EXPENSES 7,000,932 2,004,828 1,593,524 (212,341 ) 10,386,943 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (6,996,360 ) (1,791,986 ) 3,530,055 - (5,258,291 ) EQUITY IN INCOME OF SUBSIDIARY 1,738,069 3,530,055 - (5,268,124 ) - NET INCOME BEFORE INCOME TAXES (5,258,291 ) 1,738,069 3,530,055 (5,268,124 ) (5,258,291 ) INCOME TAX BENEFIT (1,858,100 ) - - - (1,858,100 ) NET INCOME (LOSS) $ (3,400,191 ) $ 1,738,069 $ 3,530,055 $ (5,268,124 ) $ (3,400,191 ) Condensed Consolidating Statements of Cash Flows For the nine months ended September 30, 2015 Parent Guarantor Sub Non-Guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (2,619,602 ) $ 24,038,452 $ 28,306,143 $ (52,344,595 ) $ (2,619,602 ) Adjustments to reconcile net income to net cash flows from operating activities: (Equity) of subsidiaries (24,038,617 ) (28,305,978 ) - 52,344,595 - Gain on life settlements - - (26,651,363 ) - (26,651,363 ) Amortization of deferred financing and issuance costs 2,832,487 260,455 (1,201,170 ) - 1,891,772 Deferred income taxes (664,905 ) - - - (664,905 ) Convertible, redeemable preferred dividends payable 509,225 - - - 509,225 (Increase) decrease in operating assets: Policy benefits receivable - - 1,392,986 1,392,986 Other assets (40,145,769 ) (26,745,888 ) - 66,117,118 (774,539 ) Increase (decrease) in operating liabilities: Accounts payable and accrued expenses 4,503,624 123,222 (790,131 ) - 3,836,715 NET CASH FLOWS USED IN OPERATING ACTIVITIES (30,425,246 ) (30,629,737 ) 1,056,465 66,117,118 (23,079,711 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life settlements - - (23,850,860 ) - (23,850,860 ) Proceeds from settlement of life settlements - - 3,822,983 - 3,822,983 NET CASH FLOWS USED IN INVESTING ACTIVITIES - - (20,027,877 ) - (20,027,877 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayment of revolving credit facility - - (7,150,000 ) - (7,150,000 ) Payments for redemption of Series I Secured Notes - (4,508,130 ) - - (4,508,130 ) Proceeds from issuance of L Bonds 87,620,483 - - - 87,620,483 Payments for redemption and issuance of L Bonds (32,376,104 ) - - - (32,376,104 ) Payments from restricted cash - (2,306,300 ) (669,207 ) - (2,975,507 ) Issuance of common stock 582,000 - - - 582,000 Payments for redemption preferred stock (295,185 ) - - - (295,185 ) Issuance of member capital - 39,176,335 26,940,783 (66,117,118 ) - NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 55,531,194 32,361,905 19,121,576 (66,117,118 ) 40,897,557 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,092,363 ) 1,732,168 150,164 - (2,210,031 ) CASH AND CASH EQUIVALENTS BEGINNING OF THE PERIOD 30,446,473 216,231 - - 30,662,704 END OF THE PERIOD $ 26,354,110 $ 1,948,399 $ 150,164 $ - $ 28,452,673 For the nine months ended September 30, 2014 Parent Guarantor Sub Non-Guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (7,888,058 ) $ 6,742,512 $ 10,357,741 $ (17,100,253 ) $ (7,888,058 ) Adjustments to reconcile net income (loss) to net cash flows from operating activities: (Equity) of subsidiaries (6,742,512 ) (10,357,741 ) - 17,100,253 - Gain on life settlements - - (30,973,250 ) - (30,973,250 ) Amortization of deferred financing and issuance costs 2,125,269 427,187 18,425 2,570,881 Deferred income taxes (4,129,670 ) - - (4,129,670 ) Convertible, redeemable preferred stock dividends payable 575,513 - - - 575,513 (Increase) in operating assets: Other assets (35,758,660 ) (29,984,534 ) - 63,647,054 (2,096,140 ) Increase in operating liabilities: Accounts payable and accrued expenses 2,893,814 591,534 173,311 - 3,658,659 NET CASH FLOWS USED IN OPERATING ACTIVITIES (48,924,304 ) (32,851,042 ) (20,423,773 ) 63,647,054 (38,282,065 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life settlements - - (11,559,435 ) - (11,559,435 ) Proceeds from settlement of life settlements - - 999,125 - 999,125 NET CASH FLOWS USED IN INVESTING ACTIVITIES - - (10,560,310 ) - (10,560,310 ) CASH FLOWS FROM FINANCING ACTIVITIES Payments for redemption of Series I Secured Notes - (2,047,928 ) - - (2,047,928 ) Proceeds from issuance of L Bonds 48,516,296 - - - 48,516,296 Payments for redemption and issuance of L Bonds (13,816,794 ) - - - (13,816,794 ) Proceeds from restricted cash - 1,420,000 2,268,236 - 3,688,236 Proceeds from sale of common stock 9,030,000 - - - 9,030,000 Payments for redemption preferred stock (465,239 ) - - - (465,239 ) Issuance of member capital - 34,931,207 28,715,847 (63,647,054 ) - NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 43,264,263 34,303,279 30,984,083 (63,647,054 ) 44,904,571 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (5,666,041 ) 1,722,237 - - (3,937,804 ) CASH AND CASH EQUIVALENTS BEGINNING OF THE PERIOD 32,711,636 738,157 - - 33,449,793 END OF THE PERIOD $ 27,051,595 $ 2,460,394 $ - $ - $ 29,511,989 For the three months ended September 30, 2015 Parent Guarantor Sub Non-Guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (3,631,078 ) $ 4,790,978 $ 6,024,819 $ (10,815,797 ) $ (3,631,078 ) Adjustments to reconcile net loss to net cash flows from operating activities: (Equity) of subsidiaries (4,791,035 ) (6,024,762 ) - 10,815,797 - Gain on life settlements - - (14,516,881 ) - (14,516,881 ) Amortization of deferred financing and issuance costs 1,103,312 49,339 781,125 - 1,933,776 Deferred income taxes (1,916,686 ) - - - (1,916,686 ) Convertible, redeemable preferred stock dividends payable 173,993 - - - 173,993 (Increase) decrease in operating assets: Policy benefits receivable - - 2,142,986 - 2,142,986 Other assets (22,146,946 ) (15,631,849 ) - 37,360,805 (417,990 ) Increase (decrease) in operating liabilities: Accounts payable and other accrued expenses 2,010,129 (105,418 ) 629,558 - 2,534,269 NET CASH FLOWS USED IN OPERATING ACTIVITIES (29,198,311 ) (16,921,712 ) (4,938,393 ) 37,360,805 (13,697,611 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life settlements - - (13,626,842 ) - (13,626,842 ) Proceeds from settlement of life settlements - - 80,000 - 80,000 NET CASH FLOWS USED IN INVESTING ACTIVITIES - - (13,546,842 ) - (13,546,842 ) CASH FLOWS FROM FINANCING ACTIVITIES Payments for redemption of Series I Secured Notes - (890,586 ) - - (890,586 ) Proceeds from issuance of L Bonds 37,122,127 - - - 37,122,127 Payments for redemption and issuance of L Bonds (19,363,047 ) - - - (19,363,047 ) Proceeds (payments) from restricted cash - (2,203,800 ) 2,855,430 - 651,630 Issuance of member capital - 21,730,944 15,629,861 (37,360,805 ) - Payments for redemption preferred stock (21,187 ) - - - (21,187 ) NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 17,737,893 18,636,558 18,485,291 (37,360,805 ) 17,498,937 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (11,460,418 ) 1,714,846 56 - (9,363,047 ) CASH AND CASH EQUIVALENTS BEGINNING OF THE PERIOD 37,814,528 233,553 150,108 - 38,198,189 END OF THE PERIOD $ 26,354,110 $ 1,948,399 $ 150,164 $ - $ 28,452,673 For the three months ended September 30, 2014 Parent Guarantor Sub Non-Guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (3,400,191 ) $ 1,738,069 $ 3,530,055 $ (5,268,124 ) $ (3,400,191 ) Adjustments to reconcile net loss to cash: (Equity) of subsidiaries (1,738,069 ) (3,530,055 ) - 5,268,124 - Gain on life settlements - - (8,761,912 ) - (8,761,912 ) Amortization of deferred financing and issuance costs 397,659 126,083 339,475 - 863,217 Deferred income taxes (1,858,100 ) - - - (1,858,100 ) Convertible, redeemable preferred stock dividends payable 186,182 - - - 186,182 (Increase) decrease in operating assets: Policy benefits receivable - - 300,000 - 300,000 Other assets (9,136,310 ) (5,329,716 ) - 13,318,805 (1,147,221 ) Increase (decrease) in operating liabilities: Accounts payable and accrued expenses 922,271 289,132 (720,907 ) - 490,496 NET CASH FLOWS USED IN OPERATING ACTIVITIES (14,626,558 ) (6,706,487 ) (5,313,289 ) 13,318,805 (13,327,529 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life settlements - - (680,000 ) - (680,000 ) Proceeds from settlement of life settlements - - 930,625 - 930,625 NET CASH FLOWS USED IN INVESTING ACTIVITIES - - 250,625 - 250,628 CASH FLOWS FROM FINANCING ACTIVITIES Payments for redemption of Series I Secured Notes - (509,004 ) - - (509,004 ) Proceeds from issuance of L Bonds 15,281,809 - - - 15,281,809 Payments for redemption and issuance of L Bonds (4,494,383 ) - - - (4,494,383 ) Proceeds from restricted cash - 565,000 100,699 - 665,699 Proceeds from sale of common stock 9,030,000 - - - 9,030,000 Issuance of member capital - 8,356,840 4,961,965 (13,318,805 ) - Payments for redemption preferred stock (445,183 ) - - - (445,183 ) NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 19,372,243 8,412,836 5,062,664 (13,318,805 ) 19,528,938 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,745,685 1,706,349 - - 6,452,034 CASH AND CASH EQUIVALENTS BEGINNING OF THE PERIOD 22,305,910 754,045 - - 23,059,955 END OF THE PERIOD $ 27,051,595 $ 2,460,394 $ - $ - $ 29,511,989 |