Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 12, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GWG Holdings, Inc. | |
Entity Central Index Key | 1,522,690 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,941,790 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
A S S E T S | ||
Cash and cash equivalents | $ 28,452,673 | $ 30,662,704 |
Restricted cash | 7,271,560 | 4,296,053 |
Policy benefits receivable | 357,014 | 1,750,000 |
Investment in life settlements, at fair value | 329,562,250 | 282,883,010 |
Other assets | 5,882,723 | 3,478,762 |
TOTAL ASSETS | 371,526,220 | 323,070,529 |
LIABILITIES | ||
Revolving credit facility | 65,011,048 | 72,161,048 |
Series I Secured Notes | 23,566,913 | 27,616,578 |
L Bonds | 243,126,585 | 182,782,884 |
Interest payable | 11,377,385 | 11,128,519 |
Accounts payable and accrued expenses | 3,063,995 | 1,718,009 |
Deferred taxes, net | 4,608,650 | 5,273,555 |
TOTAL LIABILITIES | 350,754,576 | 300,680,593 |
STOCKHOLDERS' EQUITY | ||
CONVERTIBLE PREFERRED STOCK (par value $0.001; shares authorized 40,000,000; shares outstanding 2,756,549 and 2,738,966; liquidation preference of $20,674,000 and $20,542,000, respectively) | 20,623,541 | 20,527,866 |
COMMON STOCK Common stock (par value $0.001: shares authorized 210,000,000; shares issued and outstanding is 5,941,790 and 5,870,193 on September 30, 2015 and December 31, 2014, respectively) | 5,942 | 5,870 |
Additional paid-in capital | 17,163,249 | 16,257,686 |
Accumulated deficit | (17,021,088) | (14,401,486) |
TOTAL STOCKHOLDERS' EQUITY | 20,771,644 | 22,389,936 |
TOTAL LIABILITIES & EQUITY | $ 371,526,220 | $ 323,070,529 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Convertible preferred stock, shares authorized | 40,000,000 | 40,000,000 |
Convertible preferred stock, shares outstanding | 2,756,549 | 2,738,966 |
Convertible preferred stock, liquidation preference | $ 20,674,000 | $ 20,542,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 210,000,000 | 210,000,000 |
Common stock, shares issued | 5,941,790 | 5,870,193 |
Common stock, shares outstanding | 5,941,790 | 5,870,193 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
REVENUE | ||||
Gain on life settlements, net | $ 8,189,261 | $ 5,118,423 | $ 33,446,556 | $ 16,119,517 |
Interest and other income | 93,841 | 10,229 | 233,516 | 23,975 |
TOTAL REVENUE | 8,283,102 | 5,128,652 | 33,680,072 | 16,143,492 |
EXPENSES | ||||
Employee compensation and benefits | 2,308,246 | 1,376,710 | 6,180,886 | 3,524,274 |
Legal and professional fees | 822,077 | 760,130 | 1,988,261 | 1,627,769 |
Interest expense | 8,650,149 | 6,796,736 | 23,149,030 | 19,731,327 |
Other expenses | 2,231,341 | 1,453,367 | 5,646,402 | 3,277,850 |
TOTAL EXPENSES | 14,011,813 | 10,386,943 | 36,964,579 | 28,161,220 |
LOSS BEFORE INCOME TAXES | (5,728,711) | (5,258,291) | (3,284,507) | (12,017,728) |
INCOME TAX BENEFIT | (2,097,633) | (1,858,100) | (664,905) | (4,129,670) |
NET LOSS | (3,631,078) | (3,400,191) | (2,619,602) | (7,888,058) |
(Income) loss attributable to preferred shareholders | 343,644 | (117,674) | 1,041,648 | (344,658) |
LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (3,287,434) | $ (3,517,865) | $ (1,577,954) | $ (8,232,716) |
NET LOSS PER SHARE | ||||
Basic | $ (0.55) | $ (0.76) | $ (0.27) | $ (1.80) |
Diluted | $ (0.55) | $ (0.76) | $ (0.27) | $ (1.80) |
WEIGHTED AVERAGE SHARES OUTSTANDING | ||||
Basic | 5,937,320 | 4,633,097 | 5,894,956 | 4,579,920 |
Diluted | 5,937,320 | 4,633,097 | 5,894,956 | 4,579,920 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (3,631,078) | $ (3,400,191) | $ (2,619,602) | $ (7,888,058) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||||
Gain on life settlements | (14,516,881) | (8,761,912) | (26,651,363) | (30,973,250) |
Amortization of deferred financing and issuance costs | 1,933,776 | 863,217 | 1,891,772 | 2,570,881 |
Deferred income taxes | (1,916,686) | (1,858,100) | (664,905) | (4,129,670) |
Convertible, redeemable preferred stock dividends payable | 173,993 | 186,182 | 509,225 | $ 575,513 |
(Increase) decrease in operating assets: | ||||
Policy benefits receivable | 2,142,986 | 300,000 | 1,392,986 | |
Other assets | (417,990) | (1,147,221) | (774,539) | $ (2,096,140) |
Increase in operating liabilities: | ||||
Accounts payable and accrued expenses | 2,534,269 | 490,496 | 3,836,715 | 3,658,659 |
NET CASH FLOWS USED IN OPERATING ACTIVITIES | (13,697,611) | (13,327,529) | (23,079,711) | (38,282,065) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Investment in life settlements | (13,626,842) | (680,000) | (23,850,860) | (11,559,435) |
Proceeds from settlement of life settlements | 80,000 | 930,625 | 3,822,983 | 999,125 |
NET CASH FLOWS USED IN INVESTING ACTIVITIES | (13,546,842) | $ 250,625 | (20,027,877) | (10,560,310) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Repayment of revolving credit facility | (7,150,000) | |||
Payments for redemption of Series I Secured Notes | (890,586) | $ (509,004) | (4,508,130) | (2,047,928) |
Proceeds from issuance of L Bonds | 37,122,127 | 15,281,809 | 87,620,483 | 48,516,296 |
Payments for redemption and issuance of L Bonds | (19,363,047) | (4,494,383) | (32,376,104) | (13,816,794) |
Proceeds (payments) from restricted cash | $ 651,630 | 665,699 | (2,975,507) | 3,688,236 |
Issuance of common stock | 9,030,000 | 582,000 | 9,030,000 | |
Payments for redemption of preferred stock | $ (21,187) | (445,183) | (295,185) | (465,239) |
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 17,498,937 | 19,528,938 | 40,897,557 | 44,904,571 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (9,745,516) | 6,452,034 | (2,210,031) | (3,937,804) |
CASH AND CASH EQUIVALENTS | ||||
BEGINNING OF PERIOD | 38,198,189 | 23,059,955 | 30,662,704 | 33,449,793 |
END OF PERIOD | 28,452,673 | 29,511,989 | 28,452,673 | 29,511,989 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||
Interest paid | 5,385,000 | 5,095,000 | 18,529,000 | 12,877,000 |
Premiums paid | 6,603,000 | 5,692,000 | 19,069,000 | 17,059,000 |
Stock-based compensation | 176,000 | 44,000 | 208,000 | 116,000 |
Series I Secured Notes: | ||||
Conversion of accrued interest and commissions payable to principal | 61,000 | 47,000 | 188,000 | 152,000 |
L Bonds: | ||||
Conversion of accrued interest and commission payable to principal | 491,000 | 133,000 | 929,000 | 415,000 |
Convertible, redeemable preferred stock | ||||
Conversion to common stock | 87,000 | 4,957,000 | 116,000 | 4,957,000 |
Conversion of dividends payable | $ 172,000 | 192,000 | $ 507,000 | 573,000 |
Accretion of convertible, redeemable preferred stock to redemption value | $ 118,000 | $ 345,000 | ||
Investment in life settlements included in accounts payable | $ 559,000 | $ 559,000 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Stockholders' Equity - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | |
Beginning balance at Dec. 31, 2013 | $ (5,492,015) | $ 4,562 | $ 2,942,000 | $ (8,438,577) | ||
Begining balance, Shares at Dec. 31, 2013 | 4,562,000 | |||||
Net loss | (5,962,909) | $ (5,962,909) | ||||
Issuance of common stock | 8,643,790 | $ 800 | $ 8,642,990 | |||
Issuance of common stock, Share | 800,000 | |||||
Series A Preferred Stock conversion to common stock | 4,957,099 | $ 508 | $ 4,956,591 | |||
Series A Preferred Stock conversion to common stock, Shares | 508,193 | |||||
Reclassification of preferred stock from temporary equity to permanent equity due to initial public offering (*) | [1] | 20,326,605 | $ 20,326,605 | |||
Reclassification of preferred stock from temporary equity to permanent equity due to initial public offering (*), Shares | [1] | 2,710,214 | ||||
Issuance of preferred stock | 201,261 | $ 201,261 | ||||
Issuance of preferred stock, Shares | 28,752 | |||||
Issuance of stock options | 122,412 | $ 122,412 | ||||
Extension of warrants | 47,120 | 47,120 | ||||
Accretion of preferred stock to liquidation value | (453,427) | (453,427) | ||||
Ending balance at Dec. 31, 2014 | 22,389,936 | $ 20,527,866 | $ 5,870 | $ 16,257,686 | $ (14,401,486) | |
Ending balance, Shares at Dec. 31, 2014 | 2,738,966 | 5,870,193 | ||||
Net loss | (2,619,602) | $ (2,619,602) | ||||
Issuance of common stock | $ 582,000 | $ 60 | $ 581,940 | |||
Issuance of common stock, Share | 60,000 | |||||
Series A Preferred Stock conversion to common stock | $ (115,973) | $ 12 | $ 115,961 | |||
Series A Preferred Stock conversion to common stock, Shares | (15,463) | 11,597 | ||||
Issuance of preferred stock | $ 211,648 | $ 211,648 | ||||
Issuance of preferred stock, Shares | 33,046 | |||||
Issuance of stock options | 207,662 | $ 207,662 | ||||
Ending balance at Sep. 30, 2015 | $ 20,771,644 | $ 20,623,541 | $ 5,942 | $ 17,163,249 | $ (17,021,088) | |
Ending balance, Shares at Sep. 30, 2015 | 2,756,549 | 5,941,790 | ||||
[1] | Subject to the terms of the Certificate of Designation for Series A Convertible Preferred Stock, the listing of our common stock on The Nasdaq Capital Market on September 25, 2014 resulted in the termination of a redemption right in favor of the holders of such preferred stock. Preferred stock that is not redeemable by a stockholder is treated as stockholders' equity as shown in the table above. |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Nature of Business and Summary of Significant Accounting Policies [Abstract] | |
Nature of business and summary of significant accounting policies | (1) Nature of business and summary of significant accounting policies Nature of business GWG Holdings, Inc. (GWG Holdings) and subsidiaries, located in Minneapolis, Minnesota, purchases life insurance policies for its own investment portfolio through its wholly owned subsidiaries, GWG Life, LLC (GWG Life) and GWG Life USA, LLC (GWG Life USA), and GWG Life’s own subsidiaries, GWG Trust (Trust), GWG DLP Funding II, LLC (DLP II) and its wholly owned subsidiary, GWG DLP Master Trust II (the Trust II), and GWG DLP Funding III, LLC (DLP III). All of these entities are legally organized in Delaware. Unless the context otherwise requires or we specifically so indicate, all references in this report to "we", "us", "our", "our Company", "GWG", or the "Company" refer to these entities collectively. References to particular entities, such as “GWG Holdings” or “GWG Life”, are meant to refer only to the particular entity referenced. Use of estimates Cash and cash equivalents Life settlements Investments in Insurance Contracts The Company recognizes realized gains (revenue) from life settlement contracts upon one of the two following events: 1) Receipt of death notice or verified obituary of insured 2) Sale of policy and filing of change of ownership forms and receipt of payment The Company recognizes the difference between the death benefits and carrying values of the policy when an insured event has occurred and the Company determines that settlement and ultimate collection of the death benefits is realizable and reasonably assured. Revenue from a transaction must meet both criteria in order to be recognized. In an event of a sale of a policy, the Company recognizes gain or loss as the difference between the sale price and the carrying value of the policy on the date of the receipt of payment on such sale. Deposits and initial direct costs advanced on unsettled policy acquisitions are recorded as other assets until policy ownership has been transferred to the Company. Such deposits and direct cost advances were $31,000 and $27,000 at September 30, 2015 and December 31, 2014, respectively. Deferred financing and issuance costs Earnings (loss) per share Subsequent events Recently adopted pronouncements - On April 7, 2015 the FASB issued Accounting Standards Update (ASU) No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” as part of its simplification initiative. The ASU changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. For public business entities, the guidance in the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. For entities other than public business entities, the guidance is effective for fiscal years beginning after December 15, 2015, and interim periods beginning after December 15, 2016. Early adoption is allowed for all entities for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period is adjusted). The impact of the new ASU on the Company’s balance sheet would be a reduction of approximately $3,195,000 to assets and a corresponding reduction to liabilities. There would be no impact on the Company’s statements of operations. |
Restrictions on Cash
Restrictions on Cash | 9 Months Ended |
Sep. 30, 2015 | |
Restrictions on Cash [Abstract] | |
Restrictions on cash | (2) Restrictions on cash The Company is required by its lenders to maintain collection and escrow accounts. These accounts are used to fund the acquisition, pay annual premiums of insurance policies, pay interest and other charges under the revolving credit facility, and collect policy benefits. DZ Bank AG, as agent for Autobahn Funding Company, LLC, the lender for the revolving credit facility as described in note 5, authorizes the disbursements from these accounts. At September 30, 2015 and December 31, 2014, there was a balance of $7,272,000, and $4,296,000, respectively, maintained in these restricted cash accounts. |
Investment in Life Insurance Po
Investment in Life Insurance Policies | 9 Months Ended |
Sep. 30, 2015 | |
Investment in Life Insurance Policies [Abstract] | |
Investment in life insurance policies | (3) Investment in life insurance policies The life insurance policies (Level 3 fair value measurements) are valued based on unobservable inputs that are significant to the overall fair value measurement. Changes in the fair value of these instruments are recorded in gain or loss on life insurance policies in the consolidated statements of operations (net of the cash premiums paid on the policies). The fair value is determined on a discounted cash flow basis that incorporates life expectancy assumptions. Life expectancy reports have been obtained from widely accepted life expectancy providers. The discount rate incorporates current information about discount rates applied by other reporting companies owning portfolios of life insurance policies, discount rates observed in the secondary market, market interest rates, the credit exposure to the insurance company that issued the life insurance policy and management’s estimate of the risk premium a purchaser would require to receive the future cash flows derived from our portfolio of life insurance policies. As a result of management’s analysis, discount rates of 11.07% and 11.43% were applied to the portfolio as of September 30, 2015 and December 31, 2014, respectively. A summary of the Company’s life insurance policies accounted for under the fair value method and their estimated maturity dates, based on remaining life expectancy is as follows: As of September 30, 2015 As of December 31, 2014 Years Ending December 31, Number of Contracts Estimated Fair Value Face Value Number of Contracts Estimated Fair Value Face Value 2015 - $ - $ - 3 $ 5,063,000 $ 6,000,000 2016 5 7,399,000 8,500,000 7 8,144,000 11,550,000 2017 14 14,484,000 19,557,000 17 21,916,000 35,542,000 2018 26 39,188,000 63,114,000 30 41,994,000 76,206,000 2019 50 55,126,000 109,625,000 45 47,303,000 106,973,000 2020 47 52,173,000 111,187,000 41 43,429,000 102,614,000 2021 51 47,957,000 129,006,000 36 29,789,000 90,921,000 Thereafter 150 113,235,000 437,893,000 112 85,245,000 349,293,000 Totals 343 329,562,000 878,882,000 291 $ 282,883,000 $ 779,099,000 The Company realized policy benefits of $357,000 and $3,000,000 during the three-month periods ended September 30, 2015 and 2014, respectively, related to policies with a carrying value of $80,000 and $931,000, respectively. The Company recorded realized gains of $277,000 and $2,069,000 on such policies. The Company recognized policy benefits of $29,732,000 and $3,300,000 during the nine-month periods ended September 30, 2015 and 2014, respectively, related to policies with a carrying value of $3,823,000 and $999,000, respectively. The Company recorded realized gains of $25,909,000 and $2,301,000, respectively on such policies. Subsequent to September 30, 2015, one policy with insurance benefits of $1,500,000 has matured. Reconciliation of gain on life settlements: Three Months Ended Nine Months Ended 2015 2014 2015 2014 Change in fair value $ 14,517,000 $ 8,762,000 $ 26,651,000 $ 30,973,000 Premiums and other annual fees (6,605,000 ) (5,713,000 ) (19,114,000 ) (17,155,000 ) Policy maturities 277,000 2,069,000 25,909,000 2,301,000 Gain on life settlements, net $ 8,189,000 $ 5,118,000 $ 33,446,000 $ 16,119,000 The estimated expected premium payments to maintain the above life insurance policies in force through 2020, assuming no policy maturities, are as follows: Years Ending December 31, Premiums Servicing Premiums and Servicing Fees Three months ending December 31, 2015 $ 7,315,000 $ 412,000 $ 7,727,000 2016 30,433,000 412,000 30,845,000 2017 33,390,000 412,000 33,802,000 2018 36,241,000 412,000 36,653,000 2019 40,520,000 412,000 40,932,000 2020 45,023,000 412,000 45,435,000 $ 192,922,000 $ 2,472,000 $ 195,394,000 Management anticipates funding the estimated premium payments as noted above with proceeds from the DZ Bank revolving credit facility and through additional debt and equity financing as well as from cash proceeds from maturities of life insurance policies. The proceeds of these capital sources are also intended to be used for the purchase, financing, and maintenance of additional life insurance policies among other things. |
Fair Value Definition and Hiera
Fair Value Definition and Hierarchy | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Definition and Hierarchy [Abstract] | |
Fair value definition and hierarchy | (4) Fair value definition and hierarchy ASC 820 establishes a hierarchal disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is affected by a number of factors, including the type of investment, the characteristics specific to the investment and the state of the marketplace including the existence and transparency of transactions between market participants. Assets and liabilities with readily available active quoted prices or for which fair value can be measured from actively quoted prices in an orderly market generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. ASC 820 establishes a three-level valuation hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The hierarchy is broken down into three levels based on the observability of inputs as follows: ● Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. ● Level 2 - Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. ● Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of observable inputs can vary by types of assets and liabilities and is affected by a wide variety of factors, including, for example, whether an instrument is established in the marketplace, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for assets and liabilities categorized in Level 3. Level 3 Valuation Process The estimated fair value of the Company’s life settlements are determined on a quarterly basis by the Company’s portfolio management committee, taking into consideration estimated premium payments, life expectancy assumptions, any changes in economic and other relevant conditions, and discount rate assumptions. The discount rate incorporates current information about discount rates applied by other reporting companies owning portfolios of life insurance policies, discount rates observed in the secondary market, market interest rates, the credit exposure to the insurance company that issued the life insurance policy and management’s estimate of the risk premium a purchaser would require to receive the future cash flows derived from our portfolio of life insurance policies. These inputs are then used to estimate the discounted cash flows using the MAPS probabilistic portfolio pricing model, which estimates the cash flows using various different probabilities and scenarios. The valuation process includes a review by senior management as of each valuation date. Management also engages a third party expert to independently test the accuracy of the valuations using the inputs provided by management. Life insurance policies represent financial instruments recorded at fair value on a recurring basis. The following table reconciles the beginning and ending fair value of the Company’s Level 3 investments in life insurance policies for the three and nine-month periods ending September 30: Three month ended Nine Months Ended 2015 2014 2015 2014 Beginning balance $ 301,499,000 $ 267,896,000 $ 282,883,000 $ 234,673,000 Purchases 13,626,000 655,000 23,851,000 11,735,000 Maturities (cash in excess of carrying value) (80,000 ) (931,000 ) (3,823,000 ) (999,000 ) Net change in fair value 14,517,000 8,762,000 26,651,000 30,973,000 Ending balance (September 30) $ 329,562,000 $ 276,382,000 $ 329,562,000 $ 276,382,000 The fair value of a portfolio of life insurance policies is based on information available to the Company at the reporting date. Fair value is based upon a discounted cash flow model that incorporates life expectancy estimate assumptions. Life expectancy estimates are obtained from independent, third-party, widely accepted life expectancy estimate providers at policy acquisition. These life expectancy values are rolled down monthly through the passage of time by the MAPS actuarial software the Company uses for ongoing valuation of its portfolio of life insurance policies. On September 15, 2014, 21st Services announced changes to its mortality tables primarily for insureds age 90 and older, as well as updated adjustment factors designed to better underwrite seniors with multiple impairments. These changes represent small portions of 21st Services’ historical underwritings. We expect medical-actuarial underwriting firms to continue improving and refining their underwriting methodology. The fair value of life insurance policies is estimated using present value calculations of estimated cash flows based on the data specific to each individual life insurance policy. Estimated future policy premium payments are calculated based on the terms of the policy and the premium payment history. The following summarizes the unobservable inputs utilized in estimating the fair value of the portfolio of life insurance policies: As of September 30, 2015 As of December 31, 2014 Weighted average age of insured, years 82.6 82.8 Weighted average life expectancy, months 79.2 78.4 Average face amount per policy $ 2,562,000 $ 2,677,000 Discount rate 11.07 % 11.43 % These assumptions are, by their nature, inherently uncertain and the effect of changes in estimates may be significant. The techniques used in estimating the present value of estimated cash flows are derived from valuation techniques generally used in the industry that include inputs for the asset that are not based on observable market data. The extent to which the fair value could reasonably vary in the near term has been quantified by evaluating the effect of changes in significant underlying assumptions used to estimate the fair value. If the life expectancy estimates were increased or decreased by four and eight months on each outstanding policy and the discount rates were increased or decreased by 1% and 2%, while all other variables are held constant, the fair value of the investment in life insurance policies would increase or (decrease) by the amounts summarized below: Change in life expectancy estimates minus 8 months minus 4 months plus 4 months plus 8 months September 30, 2015 $ 44,959,000 $ 22,384,000 $ (21,842,000 ) $ (43,190,000 ) December 31, 2014 $ 40,634,000 $ 20,130,000 $ (19,664,000 ) $ (38,864,000 ) Change in discount rate minus 2% minus 1% plus 1% plus 2% September 30, 2015 $ 32,445,000 $ 15,551,000 $ (14,348,000 ) $ (27,614,000 ) December 31, 2014 $ 28,179,000 $ 13,522,000 $ (12,502,000 ) $ (24,085,000 ) Other Fair Value Considerations Carrying value of receivables, prepaid expenses, accounts payable and accrued expenses approximate fair value due to their short-term maturities and low credit risk. The estimated fair value of the Company’s Series I Secured Notes and L Bonds is approximately $273,507,000 based on a weighted-average market interest rate of 7.06% based on an income approach. The combined face value of these debt instruments is $271,471,000 as of September 30, 2015. The carrying value of the revolving credit facility reflects interest charged at the commercial paper rate plus an applicable margin. The margin represents our credit risk, and the strength of the portfolio of life insurance policies collateralizing the debt. The overall rate reflects market, and the carrying value of the revolving credit facility approximates fair value. All of the financial instruments are Level 3 fair value measurements. The Company has issued warrants to purchase common stock in connection with the issuance of its convertible, redeemable preferred stock. Warrants were determined by the Company to be permanent equity. The fair value measurements associated with the warrants, measured at issuance represent level 3 instruments. As of September 30, 2015: Month issued Warrants issued Fair value per share Risk free Volatility Term December 2011 68,937 $ 0.22 0.42 % 25.25 % 5 years March 2012 38,130 $ 0.52 0.38 % 36.20 % 5 years June 2012 161,840 $ 1.16 0.41 % 47.36 % 5 years July 2012 144,547 $ 1.16 0.41 % 47.36 % 5 years September 2012 2,500 $ 0.72 0.31 % 40.49 % 5 years September 2014 16,000 $ 1.26 1.85 % 17.03 % 5 years 431,954 Volatility is based upon the weekly percentage change in the stock price of selected comparable insurance companies. The percentage change is calculated on the average price of those selected stocks at the weekly close of business for the year preceding the balance sheet date. We compare annual volatility based on this weekly information. |
Credit Facilities
Credit Facilities | 9 Months Ended |
Sep. 30, 2015 | |
Credit Facilities / Series I Secured Notes / L Bonds (formerly Renewable Secured Debentures) [Abstract] | |
Credit facilities | (5) Credit facilities Revolving credit facility – Autobahn Funding Company LLC On July 15, 2008, DLP II and United Lending entered into a revolving credit facility pursuant to a Credit and Security Agreement (Agreement) with Autobahn Funding Company LLC (Autobahn), providing the Company with a maximum borrowing amount of $100,000,000. Autobahn is a commercial paper conduit that issues commercial paper to investors in order to provide funding to DLP II. DZ Bank AG Deutsche Zentral-Genossenschaftsbank (DZ Bank) acts as the agent for Autobahn. The original Agreement was to expire on July 15, 2013. On January 29, 2013, GWG Holdings, together with GWG Life and DLP II, entered into an Amended and Restated Credit and Security Agreement with Autobahn, extending the facility expiration date to December 31, 2014. On May 29, 2014, GWG Holdings, together with GWG Life and DLP II, entered into an Amendment No. 1 to Amended and Restated Credit and Security Agreement with Autobahn and DZ Bank (as committed lender and Agent). The amendment was entered into for the purpose of extending the maturity date for borrowings under the Agreement to December 31, 2016. In connection with the Second Amended and Restated Credit and Security Agreement, GWG Holdings and its subsidiaries entered into certain other agreements and amendments and restatements of earlier agreements entered into in connection with the original and renewal Credit and Security Agreements. Included among these other agreements was an Amended and Restated Performance Guaranty affirming the performance guaranty that GWG Holdings earlier provided in connection with the original and first Amended and Restated Credit and Security Agreements to DZ Bank AG Deutsche Zentral-Genossenschaftsbank, as agent. The Agreement requires DLP II to pay, on a monthly basis, interest at the commercial paper rate plus an applicable margin, as defined in the Agreement. The effective rate was 5.43% at September 30, 2015 and 6.24% at December 31, 2014. The Agreement also requires payment of an unused line fee on the unfunded amount under the revolving credit facility. The weighted-average effective interest rate (excluding the unused line fee) was 5.42% and 6.23% for the three months ended September 30, 2015 and 2014, respectively, and 5.81% and 6.22% for the nine months ended September 30, 2015 and 2014, respectively. The note is secured by substantially all of DLP II’s and DLP III’s assets, which consist primarily of life insurance policies. The Agreement has certain financial and nonfinancial covenants. The Company was in compliance with these covenants at September 30, 2015 and December 31, 2014. The Agreement generally prohibits the Company from: ● changing its corporate name, offices, and jurisdiction of incorporation ● changing any deposit accounts or payment instructions to insurers; ● changing any operating policies and practices such that it would be reasonably likely to adversely affect the collectability of any asset in any material respect; ● merging or consolidating with, or selling all or substantially all of its assets to, any third party; ● selling any collateral or creating or permitting to exist any adverse claim upon any collateral; ● engaging in any other business or activity than that contemplated by the Agreement; ● incurring or guaranteeing any debt for borrowed money; ● amending the Company’s certificate of incorporation or bylaws, making any loans or advances to, investments in, or paying any dividends to, any person unless both before and after any such loan, advance, investment or dividend there exists no actual event of default, potential event of default or termination event; ● removing an independent director on the board of directors except for cause or with the consent of the lender; or ● making payment on or issuing any subsidiary secured notes or debentures, or amending any agreements respecting such notes or debentures, if an event of default, potential event of default or termination event exists or would arise from any such action. In addition, the Company has agreed to maintain (i) a positive consolidated net income on a non-GAAP basis (as defined and calculated under the Agreement) for each complete fiscal year and (ii) a tangible net worth on a non-GAAP basis (again, as defined and calculated under the Agreement) of not less than $45 million, and (iii) maintain cash and eligible investments at $15 million or above. Consolidated tangible net worth and net income as of and for the four quarters ended September 30, 2015, as calculated on non-GAAP basis under the Agreement, were $105,605,000 and $41,998,000, respectively. Advances under the Agreement are subject to a borrowing base formula, which limits the availability of advances on the borrowing base calculation based on attributes of policies pledged to the facility. Over-concentration of policies by insurance carrier, over-concentration of policies by insurance carriers with ratings below a AA- rating, and the premiums and facility fees reserve are the three primary factors with the potential of limiting availability of funds on the facility. Total funds available for additional borrowings under the borrowing base formula criteria at September 30, 2015 and December 31, 2014, were $55,648,000 and $20,585,000 respectively. On July 15, 2008, GWG Holdings delivered a performance guaranty in favor of Autobahn pursuant to which it guaranteed the obligations of GWG Life, in its capacity as the seller and master servicer, under the Credit and Security Agreement and related documents. On January 29, 2014 and in connection with the Amended and Restated Credit and Security Agreement, GWG Holdings delivered a reaffirmation of its performance guaranty. The obligations of GWG Holdings under the performance guaranty and subsequent reaffirmation do not extend to the principal and interest owed by DLP II and DLP III as the borrower under the credit facility. |
Series I Secured Notes
Series I Secured Notes | 9 Months Ended |
Sep. 30, 2015 | |
Credit Facilities / Series I Secured Notes / L Bonds (formerly Renewable Secured Debentures) [Abstract] | |
Series I Secured notes payable | (6) Series I Secured Notes Series I Secured Notes are secured by assets of GWG Life and are subordinate to our revolving credit facility (see note 5). On June 14, 2011, the Company closed the offering to additional investors; however, existing investors may elect to continue advancing amounts outstanding upon maturity subject to the Company’s option to repay such notes. Series I Secured Notes have maturity dates ranging from nine months to seven years with fixed interest rates varying from 5.65% to 9.55% depending on the term of the note. Interest is payable monthly, quarterly, annually or at maturity depending on the terms of the note. At September 30, 2015 and December 31, 2014, the weighted-average interest rate of Series I Secured Notes was 8.47% and 8.37%, respectively. The notes are secured by the assets of GWG Life. The principal amount outstanding under these Series I Secured Notes was $23,918,000 and $28,047,000 at September 30, 2015 and December 31, 2014, respectively. The difference between the amount outstanding on the Series I Secured Notes and the carrying amount on the consolidated balance sheet is due to netting of unamortized deferred issuance costs. Overall, interest expense includes amortization of deferred financing and issuance costs of $49,000 and $260,000 for the three and nine months ended September 30, 2015, respectively, and $126,000 and $427,000 for the three and nine months ended September 30, 2014, respectively. Future expected amortization of deferred financing costs is $351,000 over the next six years. Future contractual maturities of Series I Secured Notes and future amortization of their deferred financing costs at September 30, 2015 are as follows: Years Ending December 31, Contractual Maturities Amortization of Deferred Financing Costs Three months ending December 31, 2015 $ 1,776,000 $ 8,000 2016 12,827,000 103,000 2017 6,154,000 129,000 2018 998,000 28,000 2019 347,000 7,000 Thereafter 1,816,000 76,000 $ 23,918,000 $ 351,000 |
L Bonds (Formerly Renewable Sec
L Bonds (Formerly Renewable Secured Debentures) | 9 Months Ended |
Sep. 30, 2015 | |
Credit Facilities / Series I Secured Notes / L Bonds (formerly Renewable Secured Debentures) [Abstract] | |
L Bonds (formerly Renewable Secured Debentures) | (7) L Bonds (formerly Renewable Secured Debentures) In January 2015, we 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) which was registered with the SEC in January of 2012 and completed in January 2015. The Company is offering L Bonds on a continuous basis and there is no minimum amount that must be sold before the Company can use proceeds from the sale of L Bonds. The L Bonds are secured by the assets of GWG Holdings and GWG Life and are subordinate to our revolving credit facility (see note 5). have maturity dates ranging from six months to seven years with fixed interest rates varying from 4.25% to 9.50% depending on the term of the L Bond. Interest is payable monthly, annually or at maturity depending on the terms of the L Bond. At September 30, 2015 and December 31, 2014, the weighted-average interest rate of was 7.21% and 7.45%, respectively. The amount outstanding under these was $247,553,000 and $186,377,000 at September 30, 2015 and December 31, 2014, respectively. The difference between the amount outstanding on the and the carrying amount on the consolidated balance sheets is due to netting of unamortized deferred issuance costs and cash receipts for new issuances in process. Amortization of deferred issuance costs was $1,892,000 and $4,232,000 for the three and nine months ended September 30, 2015, respectively, and $829,000 and $2,584,000 for the three and nine months ended September 30, 2014, respectively. Future expected amortization of deferred financing costs as of September 30, 2015 is $6,795,000 in total over the next seven years. The use of proceeds from the issuances of L Bonds is limited to the following: (1) payment of commissions on sales of L Bonds, (2) payment of offering expenses, (3) purchase of life insurance policies, (4) payment of premiums on life insurance policies, (5) payment of principal and interest on L Bonds, (6) payment of portfolio operations expenses, and (7) general working capital. Future contractual maturities of L Bonds and future amortization of their deferred financing costs at September 30, 2015 are as follows: Years Ending December 31, Contractual Maturities Amortization of Deferred Financing Costs Three months ending December 31, 2015 $ 22,691,000 $ 47,000 2016 81,569,000 996,000 2017 52,228,000 1,642,000 2018 46,946,000 2,093,000 2019 13,642,000 483,000 Thereafter 30,477,000 1,534,000 $ 247,553,000 $ 6,795,000 The Company entered into an Indenture effective October 19, 2011, as amended, with GWG Holdings as obligor, GWG Life as guarantor, and Bank of Utah as trustee for the benefit of the L Bond holders. The Indenture has certain financial and nonfinancial covenants. The Company was in compliance with these covenants at September 30, 2015 and December 31, 2014. |
Convertible, Redeemable Preferr
Convertible, Redeemable Preferred Stock (Series A Preferred Stock) | 9 Months Ended |
Sep. 30, 2015 | |
Convertible Redeemable Preferred Stock (Series A Preferred Stock) [Abstract] | |
Convertible, redeemable preferred stock (Series A Preferred Stock) | (8) Convertible, redeemable preferred stock (Series A Preferred Stock) The Company offered 3,333,333 shares of convertible redeemable preferred stock (Series A Preferred Stock) for sale to accredited investors in a private placement on July 31, 2011. The offering of Series A Preferred Stock concluded on September 2, 2012 and resulted in 3,278,000 shares being issued for gross consideration of $24,582,000. As of September 30, 2015, 349,000 shares have been issued as a result of the payment of $2,444,000 in dividends in the form of shares of Series A Preferred Stock and 693,000 shares have been converted to 520,000 shares of the Company’s common stock. The Series A Preferred Stock was sold at an offering price of $7.50 per share. Series A Preferred Stock has a preferred yield of 10% per annum, and each share has the right to convert into 0.75 shares of the Company’s common stock. Series A preferred stockholders also received three-year warrants to purchase, at an exercise price per share of $12.50, one share of common stock for every 40 shares of Series A Preferred Stock purchased. The warrants are exercisable immediately. Upon their original issuance, these warrants had a three-year exercise period. Effective August 1, 2014, the Board of Directors authorized the extension of the warrant exercise period for an additional two years. In the Certificate of Designations for the Series A Preferred Stock dated July 31, 2011, the Company agreed to permit preferred stockholders to sell their shares back to the Company for the stated value of $7.50 per share, plus accrued dividends. The Company’s obligation to redeem its Series A Preferred Stock terminated upon the Company completing a registration of its common stock with the SEC which occurred on September 24, 2014 (See note 11). As such, the convertible redeemable preferred stock was reclassified from temporary equity to permanent equity. The Company may redeem the Series A preferred shares at a price equal to 110% of their liquidation preference ($7.50 per share) at any time. As of September 30, 2015, the Company had redeemed an aggregate of 182,000 shares of Series A Preferred Stock. The Company determined that the grant date fair value of the outstanding warrants attached to the Series A Preferred Stock was $428,000 for warrants outstanding as of September 30, 2015. The Company may redeem outstanding warrants prior to their expiration, at a price of $0.01 per share upon 30 days written notice to the investors at any time after (i) the Company has completed a registration of its common stock with the SEC and (ii) the volume of weighted-average sale price per share of common stock equals or exceeds $14.00 per share for ten consecutive trading days ending on the third business day prior to proper notice of such redemption. Total warrants outstanding as of both September 30, 2015 and December 31, 2014, were 431,954 with a weighted-average remaining life of 1.68 and 2.43 years, respectively. As of September 30, 2015, none of these warrants have been exercised. Dividends on the Series A Preferred Stock may be paid in either cash or additional shares of Series A Preferred Stock at the election of the holder and approval of the Company. The dividends are reported as an expense and included in the caption interest expense in the consolidated statements of operations. The Company declared and accrued dividends of $516,000 and $632,000 during the three months ended September 30, 2015 and 2014, respectively, and $1,548,000 and $1,912,000 during the nine months ended September 30, 2015 and 2014, respectively, pursuant to a board resolution declaring the dividend. 25,000 and 27,000 shares of Series A Preferred Stock were issued in lieu of cash dividends in the three-month periods ended September 30, 2015 and 2014, and 72,000 and 82,000 shares of Series A Preferred Stock were issued in lieu of cash dividends in the nine-month periods ended September 30, 2015 and 2014, respectively. The shares issued in lieu of cash dividends were issued at $7.00 per share. As of September 30, 2015, GWG Holdings has $516,000 of accrued preferred dividends that were paid or converted to shares of Series A Preferred Stock on October 15, 2015. |
Redeemable Preferred Stock
Redeemable Preferred Stock | 9 Months Ended |
Sep. 30, 2015 | |
Common Stock/Redeemable Preferred Stock[Abstract] | |
Redeemable Preferred Stock | (9) Redeemable Preferred Stock The Company is offering 100,000 shares of Redeemable Preferred Stock for sale under a Form S-1 registration statement declared effective by the SEC on November 30, 2015. The per share offering price is $1,000 with a par value per share of $.001. The Redeemable Preferred Stock ranks senior to our common stock, pari passu to our Series A Preferred Stock and senior or pari passu with all other classes and series of our preferred stock with respect to payment of dividends and rights upon liquidation dissolution or winding up. Redeemable Preferred Stock has a dividend yield of 7% per annum. Subject to the limitations described below, holders of the Redeemable Preferred Stock will have the option to convert the Redeemable Preferred Stock they purchase from us and hold into common stock at a conversion price equal to the volume-weighted average price of our common stock for the 20 trading days immediately prior to the date of conversion, subject to a minimum conversion price of $15.00 (as the same may be adjusted). The right of holders to convert their Redeemable Preferred Stock is limited to 15% of the stated value of Redeemable Preferred Stock originally purchased by such holder from us and Beginning one year from the date of original issuance of any shares of Redeemable Preferred Stock to be redeemed, a holder will have the opportunity to request once per calendar quarter that we redeem up to 25% of such holder’s Redeemable Preferred Stock originally purchased from us (plus any preferred shares issued in satisfaction of dividends thereon) at a redemption price equal to the stated value of such redeemed shares, plus any accrued but unpaid dividends thereon, less the applicable redemption fee (if any). As a percentage of the aggregate redemption price of a holder’s shares to be redeemed, the redemption fee shall be: ● 8% if the redemption is requested after the first anniversary and before the second anniversary of the original issuance of such shares. ● 5% if the redemption is requested after the second anniversary and before the third anniversary of the original issuance of such shares. Beginning three years from the date of original issuance of such shares, no redemption fee shall be subtracted from the redemption price. Subject to certain restrictions and conditions, we will also redeem shares of Redeemable Preferred Stock of a holder who is a natural person (including an individual beneficial holder who holds our preferred shares through a custodian or nominee, such as a broker-dealer) upon his or her death, total disability or bankruptcy, within 60 days of our receipt of a written request from the holder or the holder’s estate at a redemption price equal to the Stated Value, plus accrued and unpaid dividends thereon. After one year from the date of original issuance of shares of Redeemable Preferred Stock, we will have the right (but not the obligation) to call and redeem such shares of Redeemable Preferred Stock at 100% of their stated value, plus any accrued but unpaid dividends thereon. We will not redeem or repurchase any preferred shares if we are restricted by applicable law or our Certificate of Incorporation, as amended, from making such redemption or to the extent any such redemption would cause or constitute a default under any borrowing agreements to which we or any of our subsidiaries are a party or otherwise bound. In addition, we will have no obligation to redeem preferred shares upon a redemption request made by a holder if we do not have sufficient funds available to fund that redemption. We will have discretion under the Certificate of Designation for the Redeemable Preferred Stock to determine whether to fund a redemption request. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Taxes [Abstract] | |
Income taxes | (10) Income taxes The Company has a no current income tax liability as of September 30, 2015 and December 31, 2014. The components of current and deferred income tax expense (benefit) for the three and nine months ended September 30, 2015 and income tax benefit for the three month ended September 30, 2014, consisted of the following: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 Income tax (benefit): Current: Federal $ (141,000 ) $ - $ - $ - State $ (40,000 ) $ - $ - $ - Total current tax benefit (181,000 ) - - - Deferred: Federal $ (1,488,000 ) $ (1,221,000 ) $ (504,000 ) $ (3,130,000 ) State $ (429,000 ) $ (637,000 ) $ (161,000 ) $ (1,000,000 ) Total deferred tax benefit (1,917,000 ) (1,858,000 ) (665,000 ) (4,130,000 ) Total income tax benefit (2,098,000 ) (1,858,000 ) (665,000 ) (4,130,000 ) The primary differences between the Company’s September 30, 2015 effective tax rate and the statutory federal rate are the accrual of nondeductible preferred stock dividend expense of $516,000, state taxes, and other non-deductible expenses. The most significant temporary differences between GAAP net income and taxable net income are the treatment of interest costs with respect to the acquisition of the life insurance policies and revenue recognition with respect to the mark-to-market of life insurance portfolio. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2015 | |
Common Stock/Redeemable Preferred Stock[Abstract] | |
Common Stock | (11) Common Stock On September 24, 2014, the Company consummated an initial public offering of its common stock that resulted in the sale of 800,000 shares of common stock at $12.50 per share. The sale resulted in net proceeds of approximately $8.6 million after the deduction of underwriting commissions, discounts and expense reimbursements. In connection with this offering, the Company listed its common stock on The NASDAQ Capital Market under the ticker symbol “GWGH” effective September 25, 2014. The Company used the net proceeds from the offering to promote and advertise the opportunities for consumers owning life insurance and investors to profit from participating in the secondary market for life insurance policies, purchase additional life insurance policies in the secondary market, pay premiums on the Company’s life insurance policy assets, fund its portfolio operations, and for working capital purposes. Stock split On June 23, 2015, GWG issued 60,000 restricted shares of common stock at $9.70 per share, determined by closing market price, to a vendor as a form of payment for the services the vendor will provide to the Company in the next three years. The cost of the issued shares will be amortized over the next 12 months. |
Stock Incentive Plan
Stock Incentive Plan | 9 Months Ended |
Sep. 30, 2015 | |
Stock Incentive Plan [Abstract] | |
Stock Incentive Plan | (12) Stock Incentive Plan The Company adopted the GWG Holdings, Inc. 2013 Stock Incentive Plan on March 27, 2013. On April 23, 2015 the Board of Directors approved amendments to the plan that were subsequently approved by a majority of the Company’s stockholders at the annual meeting of stockholders on June 1, 2015. The plan is administered by the Compensation Committee of the Board of Directors of the Company. The Company’s Chief Executive Officer may, on a discretionary basis and without committee review or approval, grant incentives to new employees of the Company who are not officers of the Company. Incentives under the plan may be granted in one or a combination of the following forms: (a) incentive stock options and non-statutory stock options; (b) stock appreciation rights; (c) stock awards; (d) restricted stock; (e) restricted stock units; and (f) performance shares. Eligible participants include officers and employees of the Company, members of the Board of Directors, and consultants or other independent contractors. 2,000,000 shares are issuable under the plan. No person shall receive grants of stock options and SARs under the plan that exceed, in the aggregate 400,000 shares of common stock in any one year. The term of each stock option shall be determined by the committee but shall not exceed ten years. Vested stock options may be exercised in whole or part by the holder giving notice to the Company. The holder of the option may provide payment for the exercise price or surrender shares equal to the exercise price. The Company issued stock options for 1,046,551 shares of common stock to employees, officers, and directors of the Company through September 30, 2015. Options for 449,274 shares have vested, and the remaining options will vest over three years. The options were issued with an exercise price between $8.20 and $10.18 for those owning more than 10% of the Company’s stock and between $6.73 and $10.25 for others, which is equal to the estimated market price of the shares on the date of grant valued using Black-Scholes binomial option pricing model. The expected volatility used in the Black-Scholes model valuation of options issued during the year was 17.03% annualized. The annual volatility rate is based on the standard deviation of the average continuously compounded rate of return of five selected comparable companies over the previous 52 weeks. Forfeiture rate of 15% is based on historical Company information and expected future trend. As of September 30, 2015, stock options for 166,499 shares were forfeited and stock options for 28,001 shares were exercised. In September 2014, we entered into a stock option agreement with a new management employee granting the employee the right to purchase up to 318,000 shares of the Company’s common stock at an exercise price of $12.50. The grant of such rights to purchase the Company’s common stock was treated as an inducement grant and was issued outside the 2013 Stock Incentive Plan. The option agreement specifies that, among other things, options to purchase 159,000 common shares will vest ratably on the first, second and third anniversary of the date of the agreement. The remaining 159,000 options will vest quarterly using a formula based upon the closing price of the Company’s common stock on the last business day of such quarter. The maximum number of these remaining options that will vest is 53,000 in each successive one-year period beginning on the date of the option agreement. As of September 30, 2015, 53,000 of these options have been forfeited and 53,000 have vested. Outstanding stock options: Vested Un-vested Total Balance as of December 31, 2014 314,288 685,813 1,000,101 Granted during the year 61,000 239,950 300,950 Vested during the year 209,903 (209,903 ) - Exercised during the year (27,667 ) - (27,667 ) Forfeited during the year (55,250 ) (48,083 ) (103,333 ) Balance as of September 30, 2015 502,274 667,777 1,170,051 Compensation expense related to un-vested options not yet recognized is $499,000. We expect to recognize this compensation expense over the next three years ($9,000 in 2015, $239,000 in 2016, $200,000 in 2017, and 51,000 in 2018). The Company issues new common stock for options exercised. |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2015 | |
Net loss per common share [Abstract] | |
Net loss per common share | (13) Net loss per common share The Company began issuing Series A Preferred Stock on September 1, 2011, as described in note 8. The Series A Preferred Stock and vested stock options are anti-dilutive to the net income (loss) per common share calculation for all three and nine-month periods ended September 30, 2015 and 2014. The Company has also issued warrants to purchase common stock in conjunction with the sale of the Series A Preferred Stock. The warrants are anti-dilutive for all described three and nine-month periods of 2015 and 2014 and have not been included in the fully diluted net income (loss) per common share calculation. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments | (14) Commitments GWG Holdings entered into an office lease with U.S. Bank National Association as the landlord. The original lease was for 11,695 square feet of office space located at 220 South Sixth Street, Minneapolis, Minnesota. The original lease agreement was effective April 22, 2012, amended on December 14, 2014, and expired on August 31, 2015. The Company is obligated to pay base rent plus common area maintenance and a share of the building operating costs. Rent expenses under this agreement were $193,000 and $157,000 during the nine-month periods ended September 30, 2015 and 2014, respectively, and $71,000 and $56,000 during the three-month periods ended September 30, 2015 and 2014, respectively. Minimum lease payments under the Second Amendment to Lease are as follows: Three months ending December 31, 2015 $ 43,000 2016 173,000 2017 178,000 2018 185,000 2019 191,000 2020 198,000 2021 204,000 2022 210,000 2023 217,000 2024 223,000 2025 230,000 2026 38,000 $ 2,090,000 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Contingencies | (15) Contingencies Litigation - The Company is not currently subject to any current or ongoing litigation. Opportunity Finance, LLC, owned by Jon Sabes and Steven Sabes, is subject to litigation clawback claims by the bankruptcy trustee for third-party matters for payments that may be deemed preference payments. Jon Sabes and Steve Sabes have pledged their stock ownership in GWG to holders of Series I Secured Notes and L Bonds. In addition, the Company loaned $1,000,000 to Opportunity Finance, LLC, and was repaid in full plus interest of $177,000. This investment amount may also be subject to clawback claims by the bankruptcy court. |
Guarantees of Secured Debt by G
Guarantees of Secured Debt by GWG Life | 9 Months Ended |
Sep. 30, 2015 | |
Guarantees of Secured Debt by GWG Life [Abstract] | |
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 |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2015 | |
Concentrations [Abstract] | |
Concentrations | (17) Concentrations GWG purchases life insurance policies written by life insurance companies having investment grade ratings by independent rating agencies. As a result there may be certain concentrations of contracts with life insurance companies. The following summarizes the face value of insurance contracts with specific life insurance companies exceeding 10% of the total face value held by the Company. September 30, December 31, 2015 2014 Life insurance company % % AXA Equitable 14.27 14.55 John Hancock 12.98 11.48 The following summarizes the number of insurance contracts held in specific states exceeding 10% of the total face value held by the Company: September 30, December 31, 2015 2014 State of residence % % California 27.11 28.87 Florida 18.66 18.56 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent events | (18) Subsequent events Subsequent to September 30, 2015, the Company has issued approximately an additional $18.3 million in principal amount of . |
Nature of Business and Summar25
Nature of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Nature of Business and Summary of Significant Accounting Policies [Abstract] | |
Use of estimates | Use of estimates |
Cash and cash equivalents | Cash and cash equivalents |
Life settlements | Life settlements Investments in Insurance Contracts The Company recognizes realized gains (revenue) from life settlement contracts upon one of the two following events: 1) Receipt of death notice or verified obituary of insured 2) Sale of policy and filing of change of ownership forms and receipt of payment The Company recognizes the difference between the death benefits and carrying values of the policy when an insured event has occurred and the Company determines that settlement and ultimate collection of the death benefits is realizable and reasonably assured. Revenue from a transaction must meet both criteria in order to be recognized. In an event of a sale of a policy, the Company recognizes gain or loss as the difference between the sale price and the carrying value of the policy on the date of the receipt of payment on such sale. Deposits and initial direct costs advanced on unsettled policy acquisitions are recorded as other assets until policy ownership has been transferred to the Company. Such deposits and direct cost advances were $31,000 and $27,000 at September 30, 2015 and December 31, 2014, respectively. |
Deferred financing and issuance costs | Deferred financing and issuance costs |
Earnings (loss) per share | Earnings (loss) per share |
Subsequent events | Subsequent events |
Recently adopted pronouncements | Recently adopted pronouncements - On April 7, 2015 the FASB issued Accounting Standards Update (ASU) No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” as part of its simplification initiative. The ASU changes the presentation of debt issuance costs in financial statements. Under the ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. For public business entities, the guidance in the ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. For entities other than public business entities, the guidance is effective for fiscal years beginning after December 15, 2015, and interim periods beginning after December 15, 2016. Early adoption is allowed for all entities for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period is adjusted). The impact of the new ASU on the Company’s balance sheet would be a reduction of approximately $3,195,000 to assets and a corresponding reduction to liabilities. There would be no impact on the Company’s statements of operations. |
Investment in Life Insurance 26
Investment in Life Insurance Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investment in Life Insurance Policies [Abstract] | |
Summary of life insurance policies, under the fair value method and estimated maturity dates, based on remaining life expectancy | As of September 30, 2015 As of December 31, 2014 Years Ending December 31, Number of Contracts Estimated Fair Value Face Value Number of Contracts Estimated Fair Value Face Value 2015 - $ - $ - 3 $ 5,063,000 $ 6,000,000 2016 5 7,399,000 8,500,000 7 8,144,000 11,550,000 2017 14 14,484,000 19,557,000 17 21,916,000 35,542,000 2018 26 39,188,000 63,114,000 30 41,994,000 76,206,000 2019 50 55,126,000 109,625,000 45 47,303,000 106,973,000 2020 47 52,173,000 111,187,000 41 43,429,000 102,614,000 2021 51 47,957,000 129,006,000 36 29,789,000 90,921,000 Thereafter 150 113,235,000 437,893,000 112 85,245,000 349,293,000 Totals 343 329,562,000 878,882,000 291 $ 282,883,000 $ 779,099,000 |
Reconciliation of gain on life settlements | Three Months Ended Nine Months Ended 2015 2014 2015 2014 Change in fair value $ 14,517,000 $ 8,762,000 $ 26,651,000 $ 30,973,000 Premiums and other annual fees (6,605,000 ) (5,713,000 ) (19,114,000 ) (17,155,000 ) Policy maturities 277,000 2,069,000 25,909,000 2,301,000 Gain on life settlements, net $ 8,189,000 $ 5,118,000 $ 33,446,000 $ 16,119,000 |
Estimated expected premium payments to maintain the above life insurance policies assuming no mortalities | Years Ending December 31, Premiums Servicing Premiums and Servicing Fees Three months ending December 31, 2015 $ 7,315,000 $ 412,000 $ 7,727,000 2016 30,433,000 412,000 30,845,000 2017 33,390,000 412,000 33,802,000 2018 36,241,000 412,000 36,653,000 2019 40,520,000 412,000 40,932,000 2020 45,023,000 412,000 45,435,000 $ 192,922,000 $ 2,472,000 $ 195,394,000 |
Fair Value Definition and Hie27
Fair Value Definition and Hierarchy (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Definition and Hierarchy [Abstract] | |
Reconciliation of investments in life insurance policies | Three month ended Nine Months Ended 2015 2014 2015 2014 Beginning balance $ 301,499,000 $ 267,896,000 $ 282,883,000 $ 234,673,000 Purchases 13,626,000 655,000 23,851,000 11,735,000 Maturities (cash in excess of carrying value) (80,000 ) (931,000 ) (3,823,000 ) (999,000 ) Net change in fair value 14,517,000 8,762,000 26,651,000 30,973,000 Ending balance (September 30) $ 329,562,000 $ 276,382,000 $ 329,562,000 $ 276,382,000 |
Summary of inputs utilized in estimating the fair value | As of September 30, 2015 As of December 31, 2014 Weighted average age of insured, years 82.6 82.8 Weighted average life expectancy, months* 79.2 78.4 Average face amount per policy $ 2,562,000 $ 2,677,000 Discount rate 11.07 % 11.43 % |
Fair value sensitivity analysis on the investment in life insurance policies | Change in life expectancy estimates minus 8 months minus 4 months plus 4 months plus 8 months September 30, 2015 $ 44,959,000 $ 22,384,000 $ (21,842,000 ) $ (43,190,000 ) December 31, 2014 $ 40,634,000 $ 20,130,000 $ (19,664,000 ) $ (38,864,000 ) Change in discount rate minus 2% minus 1% plus 1% plus 2% September 30, 2015 $ 32,445,000 $ 15,551,000 $ (14,348,000 ) $ (27,614,000 ) December 31, 2014 $ 28,179,000 $ 13,522,000 $ (12,502,000 ) $ (24,085,000 ) |
Warrants Level 3 instruments and measured at fair value upon issuance | Month issued Warrants issued Fair value per share Risk free Volatility Term December 2011 68,937 $ 0.22 0.42 % 25.25 % 5 years March 2012 38,130 $ 0.52 0.38 % 36.20 % 5 years June 2012 161,840 $ 1.16 0.41 % 47.36 % 5 years July 2012 144,547 $ 1.16 0.41 % 47.36 % 5 years September 2012 2,500 $ 0.72 0.31 % 40.49 % 5 years September 2014 16,000 $ 1.26 1.85 % 17.03 % 5 years 431,954 |
Series I Secured Notes (Tables)
Series I Secured Notes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Credit Facilities / Series I Secured Notes / L Bonds (formerly Renewable Secured Debentures) [Abstract] | |
Future contractual maturities of series I secured notes payable | Years Ending December 31, Contractual Maturities Amortization of Deferred Financing Costs Three months ending December 31, 2015 $ 1,776,000 $ 8,000 2016 12,827,000 103,000 2017 6,154,000 129,000 2018 998,000 28,000 2019 347,000 7,000 Thereafter 1,816,000 76,000 $ 23,918,000 $ 351,000 |
L Bonds (Formerly Renewable S29
L Bonds (Formerly Renewable Secured Debentures) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Credit Facilities / Series I Secured Notes / L Bonds (formerly Renewable Secured Debentures) [Abstract] | |
Schedule of future contractual maturities of L Bonds | Years Ending December 31, Contractual Maturities Amortization of Deferred Financing Costs Three months ending December 31, 2015 $ 22,691,000 $ 47,000 2016 81,569,000 996,000 2017 52,228,000 1,642,000 2018 46,946,000 2,093,000 2019 13,642,000 483,000 Thereafter 30,477,000 1,534,000 $ 247,553,000 $ 6,795,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Taxes [Abstract] | |
Components of deferred income tax expense | Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2015 2014 2015 2014 Income tax (benefit): Current: Federal $ (141,000 ) $ - $ - $ - State $ (40,000 ) $ - $ - $ - Total current tax benefit (181,000 ) - - - Deferred: Federal $ (1,488,000 ) $ (1,221,000 ) $ (504,000 ) $ (3,130,000 ) State $ (429,000 ) $ (637,000 ) $ (161,000 ) $ (1,000,000 ) Total deferred tax benefit (1,917,000 ) (1,858,000 ) (665,000 ) (4,130,000 ) Total income tax benefit (2,098,000 ) (1,858,000 ) (665,000 ) (4,130,000 ) |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stock Incentive Plan [Abstract] | |
Schedule of outstanding stock options | Vested Un-vested Total Balance as of December 31, 2014 314,288 685,813 1,000,101 Granted during the year 61,000 239,950 300,950 Vested during the year 209,903 (209,903 ) - Exercised during the year (27,667 ) - (27,667 ) Forfeited during the year (55,250 ) (48,083 ) (103,333 ) Balance as of September 30, 2015 502,274 667,777 1,170,051 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Schedule of minimum lease payments under the second amendment to lease | Three months ending December 31, 2015 $ 43,000 2016 173,000 2017 178,000 2018 185,000 2019 191,000 2020 198,000 2021 204,000 2022 210,000 2023 217,000 2024 223,000 2025 230,000 2026 38,000 $ 2,090,000 |
Guarantees of Secured Debt by33
Guarantees of Secured Debt by GWG Life (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Guarantees of Secured Debt by GWG Life [Abstract] | |
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 (974,383 ) 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 |
Concentrations (Tables)
Concentrations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Concentrations [Abstract] | |
Summary of the face value of insurance contracts | September 30, December 31, 2015 2014 Life insurance company % % AXA Equitable 14.27 14.55 John Hancock 12.98 11.48 |
Summary of the number of insurance contracts | September 30, December 31, 2015 2014 State of residence % % California 27.11 28.87 Florida 18.66 18.56 |
Nature of Business and Summar35
Nature of Business and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Nature of business and summary of significant accounting policies (Textual) | |||||
Deposits and direct cost advances | $ 31,000 | $ 31,000 | $ 27,000 | ||
Amortization of deferred financing costs | 457,000 | $ 89,000 | 757,000 | $ 268,000 | |
Future amortization expected | 1,096,000 | $ 1,096,000 | |||
Redemption period for amortization of discount related to financing cost | 3 years | ||||
Debt issuance costs in financial statement | $ 3,195,000 | $ 3,195,000 |
Restrictions on Cash (Details)
Restrictions on Cash (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Restrictions on Cash (Textual) | ||
Restricted cash | $ 7,272,000 | $ 4,296,000 |
Investment in Life Insurance 37
Investment in Life Insurance Policies (Details) | Sep. 30, 2015USD ($)Contract | Dec. 31, 2014USD ($)Contract |
Summary of Company's life insurance policies accounted for under fair value method and their estimated maturity dates, based on remaining life expectancy | ||
Number of Contracts, 2015 | Contract | 3 | |
Number of Contracts, 2016 | Contract | 5 | 7 |
Number of Contracts, 2017 | Contract | 14 | 17 |
Number of Contracts, 2018 | Contract | 26 | 30 |
Number of Contracts, 2019 | Contract | 50 | 45 |
Number of Contracts, 2020 | Contract | 47 | 41 |
Number of Contracts, 2021 | Contract | 51 | 36 |
Number of Contracts, Thereafter | Contract | 150 | 112 |
Life Settlement Contracts, Number of Contracts, Total | Contract | 343 | 291 |
Estimated Fair Value, 2015 | $ 5,063,000 | |
Estimated Fair Value, 2016 | $ 7,399,000 | 8,144,000 |
Estimated Fair Value, 2017 | 14,484,000 | 21,916,000 |
Estimated Fair Value, 2018 | 39,188,000 | 41,994,000 |
Estimated Fair Value, 2019 | 55,126,000 | 47,303,000 |
Estimated Fair Value, 2020 | 52,173,000 | 43,429,000 |
Estimated Fair Value, 2021 | 47,957,000 | 29,789,000 |
Estimated Fair Value, Thereafter | 113,235,000 | 85,245,000 |
Life Settlement Contracts, Estimated Fair Value, Total | $ 329,562,000 | 282,883,000 |
Face Value, 2015 | 6,000,000 | |
Face Value, 2016 | $ 8,500,000 | 11,550,000 |
Face Value, 2017 | 19,557,000 | 35,542,000 |
Face Value, 2018 | 63,114,000 | 76,206,000 |
Face Value, 2019 | 109,625,000 | 106,973,000 |
Face Value, 2020 | 111,187,000 | 102,614,000 |
Face Value, 2021 | 129,006,000 | 90,921,000 |
Face Value, Thereafter | 437,893,000 | 349,293,000 |
Life Settlement Contracts, Face Value, Total | $ 878,882,000 | $ 779,099,000 |
Investment in Life Insurance 38
Investment in Life Insurance Policies (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Summary of reconciliation of gain on life settlements | ||||
Change in fair value | $ 14,517,000 | $ 8,762,000 | $ 26,651,000 | $ 30,973,000 |
Premiums and other annual fees | (6,605,000) | (5,713,000) | (19,114,000) | (17,155,000) |
Policy maturities | 277,000 | 2,069,000 | 25,909,000 | 2,301,000 |
Gain on life settlements, net | $ 8,189,000 | $ 5,118,000 | $ 33,446,000 | $ 16,119,000 |
Investment in Life Insurance 39
Investment in Life Insurance Policies(Details 2) | Sep. 30, 2015USD ($) |
Summary of estimated expected premium payments to maintain the above life insurance policies assuming no mortalities | |
Six months ending December 31 ,2015 | $ 7,727,000 |
2,016 | 30,845,000 |
2,017 | 33,802,000 |
2,018 | 36,653,000 |
2,019 | 40,932,000 |
2,020 | 45,435,000 |
Estimated expected premium payments | 195,394,000 |
Premiums [Member] | |
Summary of estimated expected premium payments to maintain the above life insurance policies assuming no mortalities | |
Six months ending December 31 ,2015 | 7,315,000 |
2,016 | 30,433,000 |
2,017 | 33,390,000 |
2,018 | 36,241,000 |
2,019 | 40,520,000 |
2,020 | 45,023,000 |
Estimated expected premium payments | 192,922,000 |
Servicing [Member] | |
Summary of estimated expected premium payments to maintain the above life insurance policies assuming no mortalities | |
Six months ending December 31 ,2015 | 412,000 |
2,016 | 412,000 |
2,017 | 412,000 |
2,018 | 412,000 |
2,019 | 412,000 |
2,020 | 412,000 |
Estimated expected premium payments | $ 2,472,000 |
Investment in Life Insurance 40
Investment in Life Insurance Policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Investment in Life Insurance Policies (Textual) | |||||
Benefit recognized from insurance policy | $ 357,000 | $ 3,000,000 | $ 29,732,000 | $ 3,300,000 | |
Carrying value of life insurance policy | 80,000 | 931,000 | 3,823,000 | 999,000 | |
Realized gains from life insurance policy | $ 277,000 | $ 2,069,000 | $ 25,909,000 | 2,301,000 | |
Discount rate applied to portfolio | 11.07% | 11.43% | |||
Insurance benefits of policy matured | $ 1,500,000 | ||||
Life insurance policies [Member] | |||||
Investment in Life Insurance Policies (Textual) | |||||
Discount rate applied to portfolio | 11.07% | 11.43% |
Fair Value Definition and Hie41
Fair Value Definition and Hierarchy (Details) - Life insurance policies [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Summary of reconciliation of investments in life insurance policies | ||||
Beginning balance | $ 301,499,000 | $ 267,896,000 | $ 282,883,000 | $ 234,673,000 |
Purchases | 13,626,000 | 655,000 | 23,851,000 | 11,735,000 |
Maturities (cash in excess of carrying value) | (80,000) | (931,000) | (3,823,000) | (999,000) |
Net change in fair value | 14,517,000 | 8,762,000 | 26,651,000 | 30,973,000 |
Ending balance (Sep 30) | $ 329,562,000 | $ 276,382,000 | $ 329,562,000 | $ 276,382,000 |
Fair Value Definition and Hie42
Fair Value Definition and Hierarchy (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Summary of inputs utilized in estimating the fair value | ||
Discount rate | 11.07% | 11.43% |
Life insurance policies [Member] | ||
Summary of inputs utilized in estimating the fair value | ||
Weighted average age of insured | 82 years 7 months 6 days | 82 years 9 months 18 days |
Weighted average life expectancy, months* | 79 years 2 months 12 days | 78 years 4 months 24 days |
Average face amount per policy | $ 2,562,000 | $ 2,677,000 |
Discount rate | 11.07% | 11.43% |
Fair Value Definition and Hie43
Fair Value Definition and Hierarchy (Details 2) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Plus 8 months [Member] | ||
Fair value sensitivity analysis on the investment in life insurance policies | ||
Investment in life policies | $ (431,905,000) | $ (19,664,000) |
Minus 8 months [Member] | ||
Fair value sensitivity analysis on the investment in life insurance policies | ||
Investment in life policies | 449,592,000 | 40,634,000 |
Plus 4 Months [Member] | ||
Fair value sensitivity analysis on the investment in life insurance policies | ||
Investment in life policies | (218,420,000) | (38,864,000) |
Minus 4 Months [Member] | ||
Fair value sensitivity analysis on the investment in life insurance policies | ||
Investment in life policies | 22,384,000 | 20,130,000 |
Plus 2% [Member] | ||
Fair value sensitivity analysis on the investment in life insurance policies | ||
Investment in life policies | (27,614,000) | (24,085,000) |
Minus 2% [Member] | ||
Fair value sensitivity analysis on the investment in life insurance policies | ||
Investment in life policies | 32,445,000 | 28,179,000 |
Plus 1% [Member] | ||
Fair value sensitivity analysis on the investment in life insurance policies | ||
Investment in life policies | (14,348,000) | (12,502,000) |
Minus 1% [Member] | ||
Fair value sensitivity analysis on the investment in life insurance policies | ||
Investment in life policies | $ 15,551,000 | $ 13,522,000 |
Fair value definition and hie44
Fair value definition and hierarchy (Details 3) - Level 3 [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Warrants Level 3 instruments and measured at fair value upon issuance | |
Warrants issued | 431,954 |
December 2011 [Member] | |
Warrants Level 3 instruments and measured at fair value upon issuance | |
Month issued | Dec. 31, 2011 |
Warrants issued | 68,937 |
Fair value per share | $ / shares | $ 0.22 |
Risk free rate | 0.42% |
Volatility | 25.25% |
Term | 5 years |
March 2012 [Member] | |
Warrants Level 3 instruments and measured at fair value upon issuance | |
Month issued | Mar. 31, 2012 |
Warrants issued | 38,130 |
Fair value per share | $ / shares | $ 0.52 |
Risk free rate | 0.38% |
Volatility | 36.20% |
Term | 5 years |
June 2012 [Member] | |
Warrants Level 3 instruments and measured at fair value upon issuance | |
Month issued | Jun. 30, 2012 |
Warrants issued | 161,840 |
Fair value per share | $ / shares | $ 1.16 |
Risk free rate | 0.41% |
Volatility | 47.36% |
Term | 5 years |
July 2012 [Member] | |
Warrants Level 3 instruments and measured at fair value upon issuance | |
Month issued | Jul. 31, 2012 |
Warrants issued | 144,547 |
Fair value per share | $ / shares | $ 1.16 |
Risk free rate | 0.41% |
Volatility | 47.36% |
Term | 5 years |
September 2012 [Member] | |
Warrants Level 3 instruments and measured at fair value upon issuance | |
Month issued | Sep. 30, 2012 |
Warrants issued | 2,500 |
Fair value per share | $ / shares | $ 0.72 |
Risk free rate | 0.31% |
Volatility | 40.49% |
Term | 5 years |
September 2014 [Member] | |
Warrants Level 3 instruments and measured at fair value upon issuance | |
Month issued | Sep. 30, 2014 |
Warrants issued | 16,000 |
Fair value per share | $ / shares | $ 1.26 |
Risk free rate | 1.85% |
Volatility | 17.03% |
Term | 5 years |
Fair Value Definition and Hie45
Fair Value Definition and Hierarchy (Details Textual) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value Definition and Hierarchy (Textual) | |
Estimated fair value of series I secured notes payable | $ 273,507,000 |
Weighted average market interest rate of secured notes payable | 7.06% |
Debt instruments face value | $ 271,471,000 |
Description for change in discount factor | If the life expectancy estimates were increased or decreased by four and eight months on each outstanding policy and the discount factors were increased or decreased by 1% and 2%, while all other variables are held constant. |
Increase decrease in life expectancy | Four and eight months |
Increase decrease in discount rate | 1% and 2 |
Credit Facilities (Details)
Credit Facilities (Details) - USD ($) | Jul. 15, 2008 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Credit Facilities (Textual) | ||||||
Maximum borrowing amount under line of credit facility | $ 100,000,000 | |||||
Expiry date of line of credit | Jul. 15, 2013 | |||||
Amount outstanding under line of credit facility | $ 65,011,000 | $ 65,011,000 | $ 72,161,000 | |||
Effective rate of interest | 5.43% | 5.43% | 6.24% | |||
Total funds available for additional borrowings under the borrowing base formula criteria | $ 55,648,000 | $ 55,648,000 | $ 20,585,000 | |||
Weighted average effective interest rate | 5.42% | 6.23% | 5.81% | 6.22% | ||
Minimum tangible net worth to be maintained by company | $ 45,000,000 | |||||
Minimum cash and eligible investments | 15,000,000 | |||||
Consolidated tangible net worth under credit and security agreement | 105,605,000 | |||||
Consolidated net income under credit and security agreement | $ 41,998,000 | |||||
Credit facility up to limit | $ 105,000,000 |
Series I Secured Notes (Details
Series I Secured Notes (Details) - Series I Secured Notes Payable [Member] | Sep. 30, 2015USD ($) |
Summary of future contractual maturities of notes payable | |
2,015 | $ 1,776,000 |
2,016 | 12,827,000 |
2,017 | 6,154,000 |
2,018 | 998,000 |
2,019 | 347,000 |
Thereafter | 1,816,000 |
Total | 23,918,000 |
Summary of amortization of deferred financing costs of notes payable | |
2,015 | 8,000 |
2,016 | 103,000 |
2,017 | 129,000 |
2,018 | 28,000 |
2,019 | 7,000 |
Thereafter | 76,000 |
Total | $ 351,000 |
Series I Secured Notes (Detai48
Series I Secured Notes (Details Textual) - USD ($) | Jun. 14, 2011 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Series I Secured Notes Payable (Textual) | ||||||
Weighted average market interest rate of Secured notes payable | 7.06% | 7.06% | ||||
Amortization of deferred financing and issuance costs | $ 457,000 | $ 89,000 | $ 757,000 | $ 268,000 | ||
Series I Secured Notes Payable [Member] | ||||||
Series I Secured Notes Payable (Textual) | ||||||
Interest rate on secured notes, Minimum | 5.65% | |||||
Interest rate on secured notes, Maximum | 9.55% | |||||
Description of interest payment | Interest is payable monthly, quarterly, annually or at maturity depending on the terms of the note. | |||||
Weighted average market interest rate of Secured notes payable | 8.47% | 8.47% | 8.37% | |||
Principal amount outstanding under Series I Secured notes | $ 23,918,000 | $ 23,918,000 | $ 28,047,000 | |||
Amortization of deferred financing and issuance costs | $ 49,000 | $ 126,000 | 260,000 | $ 427,000 | ||
Future expected amortization of deferred financing costs | $ 351,000 | |||||
Minimum maturity period of secured notes | 9 months | |||||
Maximum maturity period of secured notes | 7 years | |||||
Amortizatoin period of deferred financing cost | 6 years |
L Bonds (Formerly Renewable S49
L Bonds (Formerly Renewable Secured Debentures)) (Details) - Renewable Secured Debentures [Member] | Sep. 30, 2015USD ($) |
Summary of future contractual maturities of L Bonds | |
2,015 | $ 22,691,000 |
2,016 | 81,569,000 |
2,017 | 52,228,000 |
2,018 | 46,946,000 |
2,019 | 13,642,000 |
Thereafter | 30,477,000 |
Total | 247,553,000 |
Summary of amortization of deferred financing costs of L Bonds | |
2,015 | 47,000 |
2,016 | 996,000 |
2,017 | 1,642,000 |
2,018 | 2,093,000 |
2,019 | 483,000 |
Thereafter | 1,534,000 |
Total | $ 6,795,000 |
L Bonds (Formerly Renewable S50
L Bonds (Formerly Renewable Secured Debentures) (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jan. 31, 2015 | Dec. 31, 2014 | |
Renewable Secured Debentures (Textual) | ||||||
Debentures offer for sale | $ 271,471,000 | $ 271,471,000 | ||||
Weighted average market interest rate of secured notes payable | 7.06% | 7.06% | ||||
Renewable Secured Debentures [Member] | ||||||
Renewable Secured Debentures (Textual) | ||||||
Debentures offer for sale | $ 250,000,000 | $ 250,000,000 | $ 1,000,000,000 | |||
Interest rates, minimum | 4.25% | |||||
Interest rates, maximum | 9.50% | |||||
Description of interest payment | Interest is payable monthly, annually or at maturity depending on the terms of the debenture. | |||||
Weighted average market interest rate of secured notes payable | 7.21% | 7.21% | 7.45% | |||
Amount outstanding under L Bonds | $ 247,553,000 | $ 247,553,000 | $ 186,377,000 | |||
Amortization of deferred issuance costs | $ 1,892,000 | $ 829,000 | 42,320,000 | $ 2,584,000 | ||
Future expected amortization of deferred financing costs | $ 6,795,000 | |||||
Maturity period of debentures, Minimum | 6 months | |||||
Maturity period of debentures, Maximum | 7 years | |||||
Conditions for proceed from issuance of debenture | (1) payment of commissions on sales of L Bonds, (2) payment of offering expenses, (3) purchase of life insurance policies, (4) payment of premiums on life insurance policies, (5) payment of principal and interest on L Bonds, (6) payment of portfolio operations expenses, and (7) general working capital. | |||||
Publicly registered L Bond offering | $ 1,000,000,000 | |||||
Minimum increments | $ 25,000 |
Convertible, Redeemable Prefe51
Convertible, Redeemable Preferred Stock (Series A Preferred Stock) (Details) - USD ($) | Sep. 02, 2012 | Jul. 31, 2011 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Convertible Preferred Stock (Textual) | |||||||
Exercise price of warrants | $ 12.50 | ||||||
Exercise period | 3 years | ||||||
Maturity period of warrant | 3 years | ||||||
Conversion of Series A preferred stock into common stock, description | One share of common stock for every 40 shares of Series A Preferred Stock purchased. | ||||||
Preferred stock redemption terms | The Company may redeem the Series A preferred shares at a price equal to 110% of their liquidation preference ($7.50 per share) at any time. | ||||||
Preferred stock, liquidation preference per share | $ 7.50 | $ 7.50 | |||||
Redemption price of preferred shares | $ 7.50 | $ 7.50 | |||||
Series A preferred stock outstanding | 2,757,000 | 2,757,000 | |||||
Gross consideration from convertible preferred stock | $ 20,624,000 | ||||||
Series A preferred stock issuance costs | $ 2,838,000 | ||||||
Warrant outstanding | $ 431,954 | $ 431,954 | $ 431,954 | ||||
Weighted average remaining life of warrants outstanding | 1 year 8 months 5 days | 2 years 5 months 5 days | |||||
Accrued preferred dividend | 516,000 | $ 516,000 | |||||
Redeemed shares of Series A preferred stock | 182,000 | ||||||
Minimum gross proceeds from common stock offering | $ 5,000,000 | ||||||
Maximum offering price of common stock | $ 11 | ||||||
Fair value of outstanding warrants attached to Series A preferred stock | $ 428,000 | ||||||
Term of redemption of warrants prior to expiration | The Company may redeem outstanding warrants prior to their expiration, at a price of $0.01 per share upon 30 days written notice to the investors at any time after (i) the Company has completed a registration of its common stock with the SEC and (ii) the volume of weighted-average sale price per share of common stock equals or exceeds $14.00 per share for ten consecutive trading days ending on the third business day prior to proper notice of such redemption. | ||||||
Declared and accrued dividends | $ 516,000 | $ 632,000 | $ 1,548,000 | $ 1,912,000 | |||
Preferred stock issued in lieu of cash dividend | 25,000 | 27,000 | 72,000 | 82,000 | |||
Cash dividend rate, per share | $ 7 | ||||||
Initial public offering [Member] | |||||||
Convertible Preferred Stock (Textual) | |||||||
Convertible preferred stock, shares issued upon conversion | 678,000 | 678,000 | |||||
Conversion of stock, shares converted into common stock | 508,000 | ||||||
Series A 10 % convertible Preferred Stock [Member] | |||||||
Convertible Preferred Stock (Textual) | |||||||
Company offering shares of convertible redeemable preferred stock | 3,333,333 | ||||||
Series A preferred stock shares sold for cash | 3,278,000 | ||||||
Consideration received on sale of Series A preferred stock | $ 24,582,000 | ||||||
Series A preferred stock shares issued in conversion of dividends | 349,000 | ||||||
Series A preferred stock value issued in conversion of dividends | $ 2,444,000 | ||||||
Offering price of series A preferred stock | $ 7.50 | $ 7.50 | |||||
Series A preferred stock, Dividend rate | 10.00% | ||||||
Conversion term for series A preferred stock | Each share has the right to convert into 0.75 shares of the Company's common stock. | ||||||
Convertible preferred stock, shares issued upon conversion | 693,000 | 693,000 | |||||
Conversion of stock, shares converted into common stock | 520,000 |
Redeemable Preferred Stock (Det
Redeemable Preferred Stock (Details) - Series A 7% redeemable preferred stocks [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Company offering shares of convertible redeemable preferred stock | shares | 100,000 |
Offering price of series redeemable preferred stock | $ 10,000 |
Redeemable preferred stock par value per share | $ 0.001 |
Dividend rate of convertible redeemable preferred stock | 7.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Current: | ||||
Federal | $ (141,000) | |||
State | (40,000) | |||
Total current tax (benefit) | (181,000) | |||
Deferred: | ||||
Federal | (1,488,000) | $ (1,221,000) | $ (504,000) | $ (3,130,000) |
State | (429,000) | (637,000) | (161,000) | (1,000,000) |
Total deferred tax (benefit) | (1,917,000) | (1,858,000) | (665,000) | (4,130,000) |
Total income tax (benefit) | $ (2,097,633) | $ (1,858,100) | $ (664,905) | $ (4,129,670) |
Income Taxes (Detail Textual)
Income Taxes (Detail Textual) | Sep. 30, 2015USD ($) |
Income Taxes (Textual) | |
Federal net operating loss carryforwards | $ 516,000 |
Common Stock (Details)
Common Stock (Details) - USD ($) | Jun. 23, 2015 | Sep. 24, 2014 | Jun. 24, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Common Stock (Textual) | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Net proceeds | $ 9,030,000 | $ 9,030,000 | |||||
Reverse stock split | The company shall enact a reverse split of the common stock such that for every two (2) shares of common stock issued and outstanding immediately prior to the effective date shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of common stock. | ||||||
GWG (Member) | |||||||
Common Stock (Textual) | |||||||
Restricted Common stock issued | 60,000 | 800,000 | |||||
Common stock, par value | $ 9.70 | $ 12.50 | |||||
Net proceeds | $ 8,600,000 |
Stock Incentive Plan (Details)
Stock Incentive Plan (Details) | 9 Months Ended |
Sep. 30, 2015shares | |
Outstanding stock options | |
Beginning Balance | 1,000,101 |
Granted during the year | 300,950 |
Vested during the year | |
Exercised during the year | (27,667) |
Forfeited during the year | (103,333) |
Ending Balance | 1,170,051 |
Vested [Member] | |
Outstanding stock options | |
Beginning Balance | 314,288 |
Granted during the year | 61,000 |
Vested during the year | 209,903 |
Exercised during the year | (27,667) |
Forfeited during the year | (55,250) |
Ending Balance | 502,274 |
Un-vested [Member] | |
Outstanding stock options | |
Beginning Balance | 685,813 |
Granted during the year | 239,950 |
Vested during the year | (209,903) |
Exercised during the year | |
Forfeited during the year | (48,083) |
Ending Balance | 667,777 |
Stock Incentive Plan (Details T
Stock Incentive Plan (Details Textual) - USD ($) | Mar. 27, 2013 | Sep. 30, 2014 | Sep. 30, 2015 |
Stock Incentive Plan (Textual) | |||
Number of shares issued to employees, officers and directors | 300,950 | ||
Options vesting period | 3 years | ||
Forfeited during the year | (103,333) | ||
Compensation expense related to un-vested options not yet recognized | $ 499,000 | ||
Compensation expense related to un-vested options, period of recognition | 3 years | ||
Ownership Percentage | 10.00% | ||
Compensation Expense in 2015 | $ 9,000 | ||
Compensation Expense in 2016 | 239,000 | ||
Compensation Expense in 2017 | 200,000 | ||
Compensation Expense in 2018 | $ 51,000 | ||
Exercised during the year | (27,667) | ||
Share-based options, forfeited | 53,000 | ||
Share-based options, vested | 53,000 | ||
Maximum [Member] | |||
Stock Incentive Plan (Textual) | |||
Exercise Price | $ 10.18 | ||
Minimum [Member] | |||
Stock Incentive Plan (Textual) | |||
Exercise Price | $ 8.20 | ||
Common Stock [Member] | |||
Stock Incentive Plan (Textual) | |||
Number of shares issued to employees, officers and directors | 1,046,551 | ||
Number of options vested | 449,274 | ||
Others [Member] | Maximum [Member] | |||
Stock Incentive Plan (Textual) | |||
Exercise Price | $ 10.25 | ||
Others [Member] | Minimum [Member] | |||
Stock Incentive Plan (Textual) | |||
Exercise Price | $ 6.73 | ||
2013 Stock Incentive Plan [Member] | |||
Stock Incentive Plan (Textual) | |||
Number of shares issuable | 2,000,000 | ||
Stock based compensation, Method used | The annual volatility rate is based on the standard deviation of the average continuously compounded rate of return of five selected comparable companies over the previous 52 weeks. | ||
Expected volatility rate | 17.03% | ||
2013 Stock Incentive Plan [Member] | Maximum [Member] | |||
Stock Incentive Plan (Textual) | |||
Stock option period | 10 years | ||
2013 Stock Incentive Plan [Member] | Employee Stock Option [Member] | |||
Stock Incentive Plan (Textual) | |||
Maximum number of shares for an employee | 53,000 | ||
Employee granting right purchase of common stock | 318,000 | ||
Number of options vested | 159,000 | ||
Exercise Price | $ 12.50 | ||
Options vesting period | 1 year | ||
2013 Stock Incentive Plan [Member] | Common Stock [Member] | |||
Stock Incentive Plan (Textual) | |||
Maximum number of shares for an employee | 400,000 | ||
Forfeited during the year | 166,499 | ||
Forfeited during the year, Percent | 15.00% | ||
Exercised during the year | 28,001 |
Commitments (Details)
Commitments (Details) | Sep. 30, 2015USD ($) |
Summary of Minimum lease payments under the lease agreement | |
Three months ending December 31, 2015 | $ 43,000 |
2,016 | 173,000 |
2,017 | 178,000 |
2,018 | 185,000 |
2,019 | 191,000 |
2,020 | 198,000 |
2,021 | 204,000 |
2,022 | 210,000 |
2,023 | 217,000 |
2,024 | 223,000 |
2,025 | 230,000 |
2,026 | 38,000 |
Total | $ 2,090,000 |
Commitments (Details Textual)
Commitments (Details Textual) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($)ft² | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)ft² | Sep. 30, 2014USD ($) | Sep. 14, 2015ft² | |
Commitments (Textual) | |||||
Office space in square feet | ft² | 11,695 | 11,695 | 12,813 | ||
Rent expenses | $ 71,000 | $ 56,000 | $ 193,000 | $ 157,000 |
Contingencies (Details)
Contingencies (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Contingencies (Textual) | |
Loaned to Opportunity Finance, LLC | $ 1,000,000 |
Repayments of loan | $ 177,000 |
Guarantees of Secured Debt by61
Guarantees of Secured Debt by GWG Life (Details) - USD ($) | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
A S S E T S | ||||||
Cash and cash equivalents | $ 28,452,673 | $ 38,198,189 | $ 30,662,704 | $ 29,511,989 | $ 23,059,955 | $ 33,449,793 |
Restricted cash | 7,271,560 | 4,296,053 | ||||
Policy benefits receivable | 357,014 | 1,750,000 | ||||
Investment in life settlements, at fair value | 329,562,250 | 282,883,010 | ||||
Other assets | $ 5,882,723 | $ 3,478,762 | ||||
Investment in subsidiaries | ||||||
TOTAL ASSETS | $ 371,526,220 | $ 323,070,529 | ||||
LIABILITIES | ||||||
Revolving credit facility | 65,011,048 | 72,161,048 | ||||
Series I Secured Notes | 23,566,913 | 27,616,578 | ||||
L Bonds | 243,126,585 | 182,782,884 | ||||
Interest payable | 11,377,385 | 11,128,519 | ||||
Accounts payable and other accrued expenses | 3,063,995 | 1,718,009 | ||||
Deferred taxes, net | 4,608,650 | 5,273,555 | ||||
TOTAL LIABILITIES | $ 350,754,576 | $ 300,680,593 | ||||
STOCKHOLDERS' EQUITY | ||||||
Member capital | ||||||
Convertible preferred stock | $ 20,623,541 | $ 20,527,866 | ||||
Common stock | 5,942 | 5,870 | ||||
Additional paid-in capital | 17,163,249 | 16,257,686 | ||||
Accumulated deficit | (17,021,088) | (14,401,486) | ||||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 20,771,644 | 22,389,936 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 371,526,220 | 323,070,529 | ||||
Parent [Member] | ||||||
A S S E T S | ||||||
Cash and cash equivalents | $ 26,354,110 | 37,814,528 | $ 30,446,473 | 27,051,595 | 22,305,910 | 32,711,636 |
Restricted cash | ||||||
Policy benefits receivable | ||||||
Investment in life settlements, at fair value | ||||||
Other assets | $ 2,918,013 | $ 1,673,728 | ||||
Investment in subsidiaries | 249,001,369 | 185,636,417 | ||||
TOTAL ASSETS | $ 278,273,492 | $ 217,756,618 | ||||
LIABILITIES | ||||||
Revolving credit facility | ||||||
Series I Secured Notes | ||||||
L Bonds | $ 243,126,585 | $ 182,782,884 | ||||
Interest payable | 7,887,475 | 6,598,250 | ||||
Accounts payable and other accrued expenses | 1,879,138 | 711,993 | ||||
Deferred taxes, net | 4,608,650 | 5,273,555 | ||||
TOTAL LIABILITIES | $ 257,501,848 | $ 195,366,682 | ||||
STOCKHOLDERS' EQUITY | ||||||
Member capital | ||||||
Convertible preferred stock | $ 2,623,541 | $ 20,527,866 | ||||
Common stock | 5,942 | 5,870 | ||||
Additional paid-in capital | 17,163,249 | 16,257,686 | ||||
Accumulated deficit | (17,021,088) | (14,401,486) | ||||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 20,771,644 | 22,389,936 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 278,273,492 | 217,756,618 | ||||
Guarantor Sub [Member] | ||||||
A S S E T S | ||||||
Cash and cash equivalents | 1,948,399 | 233,553 | 216,231 | $ 2,460,394 | $ 754,045 | $ 738,157 |
Restricted cash | $ 2,388,800 | $ 82,500 | ||||
Policy benefits receivable | ||||||
Investment in life settlements, at fair value | ||||||
Other assets | $ 1,732,640 | $ 1,777,534 | ||||
Investment in subsidiaries | 270,221,539 | 215,124,779 | ||||
TOTAL ASSETS | $ 276,291,378 | $ 217,201,044 | ||||
LIABILITIES | ||||||
Revolving credit facility | ||||||
Series I Secured Notes | $ 23,566,913 | $ 27,616,578 | ||||
L Bonds | ||||||
Interest payable | $ 3,304,752 | $ 3,513,615 | ||||
Accounts payable and other accrued expenses | $ 568,509 | $ 434,433 | ||||
Deferred taxes, net | ||||||
TOTAL LIABILITIES | $ 27,440,174 | $ 31,564,626 | ||||
STOCKHOLDERS' EQUITY | ||||||
Member capital | $ 248,851,204 | $ 185,636,418 | ||||
Convertible preferred stock | ||||||
Common stock | ||||||
Additional paid-in capital | ||||||
Accumulated deficit | ||||||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | $ 248,851,204 | $ 185,636,418 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 276,291,378 | $ 217,201,044 | ||||
Non-Guarantor Sub [Member] | ||||||
A S S E T S | ||||||
Cash and cash equivalents | 150,164 | $ 150,108 | ||||
Restricted cash | 4,882,760 | $ 4,213,553 | ||||
Policy benefits receivable | 357,014 | 1,750,000 | ||||
Investment in life settlements, at fair value | 329,562,250 | 282,883,010 | ||||
Other assets | $ 1,232,070 | $ 27,500 | ||||
Investment in subsidiaries | ||||||
TOTAL ASSETS | $ 336,184,258 | $ 288,874,063 | ||||
LIABILITIES | ||||||
Revolving credit facility | $ 65,011,048 | $ 72,161,048 | ||||
Series I Secured Notes | ||||||
L Bonds | ||||||
Interest payable | $ 185,158 | $ 1,016,654 | ||||
Accounts payable and other accrued expenses | $ 616,348 | $ 571,583 | ||||
Deferred taxes, net | ||||||
TOTAL LIABILITIES | $ 65,812,554 | $ 73,749,285 | ||||
STOCKHOLDERS' EQUITY | ||||||
Member capital | $ 270,371,704 | $ 215,124,778 | ||||
Convertible preferred stock | ||||||
Common stock | ||||||
Additional paid-in capital | ||||||
Accumulated deficit | ||||||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | $ 270,371,704 | $ 215,124,778 | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 336,184,258 | $ 288,874,063 | ||||
Eliminations [Member] | ||||||
A S S E T S | ||||||
Cash and cash equivalents | ||||||
Restricted cash | ||||||
Policy benefits receivable | ||||||
Investment in life settlements, at fair value | ||||||
Other assets | ||||||
Investment in subsidiaries | $ (519,222,908) | $ (400,761,196) | ||||
TOTAL ASSETS | $ (519,222,908) | $ (400,761,196) | ||||
LIABILITIES | ||||||
Revolving credit facility | ||||||
Series I Secured Notes | ||||||
L Bonds | ||||||
Interest payable | ||||||
Accounts payable and other accrued expenses | ||||||
Deferred taxes, net | ||||||
TOTAL LIABILITIES | ||||||
STOCKHOLDERS' EQUITY | ||||||
Member capital | $ (519,222,908) | $ (400,761,196) | ||||
Convertible preferred stock | ||||||
Common stock | ||||||
Additional paid-in capital | ||||||
Accumulated deficit | ||||||
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | $ (519,222,908) | $ (400,761,196) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ (519,222,908) | $ (400,761,196) |
Guarantees of Secured Debt by62
Guarantees of Secured Debt by GWG Life (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
REVENUE | |||||
Origination and servicing income | |||||
Gain on life settlements, net | $ 8,189,261 | $ 5,118,423 | $ 33,446,556 | $ 16,119,517 | |
Interest and other income | 93,841 | 10,229 | 233,516 | 23,975 | |
TOTAL REVENUE | $ 8,283,102 | $ 5,128,652 | $ 33,680,072 | $ 16,143,492 | |
EXPENSES | |||||
Origination and servicing fees | |||||
Employee compensation and benefits | $ 2,308,246 | $ 1,376,710 | $ 6,180,886 | $ 3,524,274 | |
Legal and professional fees | 822,077 | 760,130 | 1,988,261 | 1,627,769 | |
Interest expense | 8,650,149 | 6,796,736 | 23,149,030 | 19,731,327 | |
Other expenses | 2,231,341 | 1,453,367 | 5,646,402 | 3,277,850 | |
TOTAL EXPENSES | 14,011,813 | 10,386,943 | 36,964,579 | 28,161,220 | |
INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES | $ (5,728,711) | $ (5,258,291) | $ (3,284,507) | $ (12,017,728) | |
EQUITY IN INCOME OF SUBSIDIARY | |||||
NET INCOME (LOSS) BEFORE INCOME TAXES | $ (5,728,711) | $ (5,258,291) | $ (3,284,507) | $ (12,017,728) | |
INCOME TAX BENEFIT | (2,097,633) | (1,858,100) | (664,905) | (4,129,670) | |
NET INCOME (LOSS) | $ (3,631,078) | $ (3,400,191) | $ (2,619,602) | $ (7,888,058) | $ (5,962,909) |
Parent [Member] | |||||
REVENUE | |||||
Origination and servicing income | |||||
Gain on life settlements, net | |||||
Interest and other income | $ 13,922 | $ 4,572 | $ 38,944 | $ 17,501 | |
TOTAL REVENUE | $ 13,922 | $ 4,572 | $ 38,944 | $ 17,501 | |
EXPENSES | |||||
Origination and servicing fees | |||||
Employee compensation and benefits | $ 1,759,589 | $ 737,475 | $ 4,671,183 | $ 1,992,554 | |
Legal and professional fees | 598,530 | 734,024 | 1,427,388 | 1,476,213 | |
Interest expense | 6,980,132 | 4,679,311 | 18,011,890 | 13,371,300 | |
Other expenses | 1,195,417 | 850,122 | 3,251,606 | 1,937,674 | |
TOTAL EXPENSES | 10,533,668 | 7,000,932 | 27,362,067 | 18,777,741 | |
INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES | (10,519,746) | (6,996,360) | (27,323,123) | (18,760,240) | |
EQUITY IN INCOME OF SUBSIDIARY | (4,791,035) | (1,738,069) | (24,038,617) | (6,742,512) | |
NET INCOME (LOSS) BEFORE INCOME TAXES | (5,728,711) | (5,258,291) | (3,284,507) | (12,017,728) | |
INCOME TAX BENEFIT | (2,097,633) | (1,858,100) | (664,905) | (4,129,670) | |
NET INCOME (LOSS) | (3,631,078) | (3,400,191) | (2,619,602) | (7,888,058) | |
Guarantor Sub [Member] | |||||
REVENUE | |||||
Origination and servicing income | $ 1,004,024 | $ 153,470 | $ 2,022,774 | $ 1,462,376 | |
Gain on life settlements, net | |||||
Interest and other income | $ 54,813 | $ 59,372 | $ 61,694 | $ 229,348 | |
TOTAL REVENUE | $ 1,058,837 | $ 212,842 | $ 2,084,468 | $ 1,691,724 | |
EXPENSES | |||||
Origination and servicing fees | |||||
Employee compensation and benefits | $ 548,657 | $ 639,235 | $ 1,509,703 | $ 1,531,720 | |
Legal and professional fees | 223,547 | 16,020 | 560,873 | 141,470 | |
Interest expense | 525,391 | 761,828 | 1,984,356 | 2,334,097 | |
Other expenses | 995,026 | 587,745 | 2,297,063 | 1,299,666 | |
TOTAL EXPENSES | 2,292,621 | 2,004,828 | 6,351,995 | 5,306,953 | |
INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES | (1,233,784) | (1,791,986) | (4,267,527) | (3,615,229) | |
EQUITY IN INCOME OF SUBSIDIARY | (6,024,762) | (3,530,055) | (28,305,978) | (10,357,741) | |
NET INCOME (LOSS) BEFORE INCOME TAXES | $ 4,790,978 | $ 1,738,069 | $ 24,038,452 | $ 6,742,512 | |
INCOME TAX BENEFIT | |||||
NET INCOME (LOSS) | $ 4,790,978 | $ 1,738,069 | $ 24,038,452 | $ 6,742,512 | |
Non-Guarantor Sub [Member] | |||||
REVENUE | |||||
Origination and servicing income | |||||
Gain on life settlements, net | $ 8,189,261 | $ 5,118,423 | $ 33,446,556 | $ 16,119,517 | |
Interest and other income | 25,106 | 5,156 | 132,878 | 5,218 | |
TOTAL REVENUE | 8,214,367 | 5,123,579 | 33,579,434 | 16,124,735 | |
EXPENSES | |||||
Origination and servicing fees | $ 1,004,024 | $ 153,470 | $ 2,022,774 | $ 1,462,376 | |
Employee compensation and benefits | |||||
Legal and professional fees | $ 10,086 | ||||
Interest expense | $ 1,144,626 | 1,355,597 | $ 3,152,784 | $ 10,086 | |
Other expenses | 40,898 | 74,371 | 97,733 | 4,025,930 | |
TOTAL EXPENSES | 2,189,548 | 1,593,524 | 5,273,291 | 268,602 | |
INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES | $ 6,024,819 | $ 3,530,055 | $ 28,306,143 | $ 5,766,994 | |
EQUITY IN INCOME OF SUBSIDIARY | |||||
NET INCOME (LOSS) BEFORE INCOME TAXES | $ 6,024,819 | $ 3,530,055 | $ 28,306,143 | ||
INCOME TAX BENEFIT | $ 10,357,741 | ||||
NET INCOME (LOSS) | $ 6,024,819 | $ 3,530,055 | $ 28,306,143 | 10,357,741 | |
Eliminations [Member] | |||||
REVENUE | |||||
Origination and servicing income | $ (1,004,024) | $ (153,470) | $ (2,022,774) | $ (1,462,376) | |
Gain on life settlements, net | |||||
Interest and other income | $ (58,871) | $ (228,092) | |||
TOTAL REVENUE | $ (1,004,024) | (212,341) | $ (2,022,774) | (1,690,468) | |
EXPENSES | |||||
Origination and servicing fees | $ (1,004,024) | $ (153,470) | $ (2,022,774) | $ (1,462,376) | |
Employee compensation and benefits | |||||
Legal and professional fees | |||||
Interest expense | |||||
Other expenses | $ (58,871) | $ (228,092) | |||
TOTAL EXPENSES | $ (1,004,024) | $ (212,341) | $ (2,022,774) | $ (1,690,468) | |
INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES | |||||
EQUITY IN INCOME OF SUBSIDIARY | $ 10,815,797 | $ 5,268,124 | $ (52,344,595) | $ 17,100,253 | |
NET INCOME (LOSS) BEFORE INCOME TAXES | $ (10,815,797) | $ (5,268,124) | $ (52,344,595) | $ (17,100,253) | |
INCOME TAX BENEFIT | |||||
NET INCOME (LOSS) | $ (10,815,797) | $ (5,268,124) | $ (52,344,595) | $ (17,100,253) |
Guarantees of Secured Debt by63
Guarantees of Secured Debt by GWG Life (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net loss | $ (3,631,078) | $ (3,400,191) | $ (2,619,602) | $ (7,888,058) | $ (5,962,909) |
Adjustments to reconcile net income to net cash flows from operating activities: | |||||
(Equity) of subsidiaries | |||||
Gain on life settlements | $ 14,516,881 | $ 8,761,912 | $ 26,651,363 | $ 30,973,250 | |
Amortization of deferred financing and issuance costs | 1,933,776 | 863,217 | 1,891,772 | 2,570,881 | |
Deferred income taxes | (1,916,686) | (1,858,100) | (664,905) | (4,129,670) | |
Convertible, redeemable preferred stock issued for dividends | 173,993 | 186,182 | 509,225 | $ 575,513 | |
(Increase) in operating assets: | |||||
Policy benefits receivable | 2,142,986 | 300,000 | 1,392,986 | ||
Other assets | 417,990 | 1,147,221 | 774,539 | $ 2,096,140 | |
Increase in operating liabilities: | |||||
Accounts payable and other accrued expenses | 2,534,269 | 490,496 | 3,836,715 | 3,658,659 | |
NET CASH FLOWS USED IN OPERATING ACTIVITIES | (13,697,611) | (13,327,529) | (23,079,711) | (38,282,065) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Investment in life settlements | 13,626,842 | 680,000 | 23,850,860 | 11,559,435 | |
Proceeds from settlement of life settlements | 80,000 | 930,625 | 3,822,983 | 999,125 | |
NET CASH FLOWS USED IN INVESTING ACTIVITIES | (13,546,842) | $ 250,625 | (20,027,877) | (10,560,310) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Repayment of revolving credit facility | (7,150,000) | ||||
Payments for redemption of Series I Secured Notes | 890,586 | $ 509,004 | 4,508,130 | 2,047,928 | |
Proceeds from issuance of L Bonds | 37,122,127 | 15,281,809 | 87,620,483 | 48,516,296 | |
Payments for redemption and issuance of L Bonds | (19,363,047) | (4,494,383) | (32,376,104) | (13,816,794) | |
Payments from restricted cash | $ 651,630 | 665,699 | (2,975,507) | 3,688,236 | |
Proceeds from sale of common stock | 9,030,000 | 9,030,000 | |||
Issuance of common stock | $ (9,030,000) | $ (582,000) | $ (9,030,000) | ||
Issuance of member capital | |||||
Payments for redemption preferred stock | $ (21,187) | $ (445,183) | $ (295,185) | $ (465,239) | |
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 17,498,937 | 19,528,938 | 40,897,557 | 44,904,571 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (9,745,516) | 6,452,034 | (2,210,031) | (3,937,804) | |
CASH AND CASH EQUIVALENTS | |||||
BEGINNING OF PERIOD | 38,198,189 | 23,059,955 | 30,662,704 | 33,449,793 | 33,449,793 |
END OF PERIOD | 28,452,673 | 29,511,989 | 28,452,673 | 29,511,989 | 30,662,704 |
Parent [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net loss | (3,631,078) | (3,400,191) | (2,619,602) | (7,888,058) | |
Adjustments to reconcile net income to net cash flows from operating activities: | |||||
(Equity) of subsidiaries | $ (4,791,035) | $ (1,738,069) | $ (24,038,617) | $ (6,742,512) | |
Gain on life settlements | |||||
Amortization of deferred financing and issuance costs | $ 1,103,312 | $ 397,659 | $ 2,832,487 | $ 2,125,269 | |
Deferred income taxes | (1,916,686) | (1,858,100) | (664,905) | (4,129,670) | |
Convertible, redeemable preferred stock issued for dividends | $ 173,993 | $ 186,182 | $ 509,225 | 575,513 | |
(Increase) in operating assets: | |||||
Policy benefits receivable | |||||
Other assets | $ (22,146,946) | $ (9,136,310) | $ (40,145,769) | (35,758,660) | |
Increase in operating liabilities: | |||||
Accounts payable and other accrued expenses | 2,010,129 | 922,271 | 4,503,624 | 2,893,814 | |
NET CASH FLOWS USED IN OPERATING ACTIVITIES | $ (29,198,311) | $ (14,626,558) | $ (30,425,246) | $ (48,924,304) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Investment in life settlements | |||||
Proceeds from settlement of life settlements | |||||
NET CASH FLOWS USED IN INVESTING ACTIVITIES | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Repayment of revolving credit facility | |||||
Payments for redemption of Series I Secured Notes | |||||
Proceeds from issuance of L Bonds | $ 37,122,127 | $ 15,281,809 | $ 87,620,483 | $ 48,516,296 | |
Payments for redemption and issuance of L Bonds | $ (19,363,047) | $ (4,494,383) | $ (32,376,104) | $ (13,816,794) | |
Payments from restricted cash | |||||
Proceeds from sale of common stock | $ 9,030,000 | $ 9,030,000 | |||
Issuance of common stock | $ 582,000 | ||||
Issuance of member capital | |||||
Payments for redemption preferred stock | $ (21,187) | $ (445,183) | $ (295,185) | $ (465,239) | |
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 17,737,893 | 19,372,243 | 55,531,194 | 43,264,263 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (11,460,418) | 4,745,685 | (4,092,363) | (5,666,041) | |
CASH AND CASH EQUIVALENTS | |||||
BEGINNING OF PERIOD | 37,814,528 | 22,305,910 | 30,446,473 | 32,711,636 | 32,711,636 |
END OF PERIOD | 26,354,110 | 27,051,595 | 26,354,110 | 27,051,595 | 30,446,473 |
Guarantor Subsidiary [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net loss | 4,790,978 | 1,738,069 | 24,038,452 | 6,742,512 | |
Adjustments to reconcile net income to net cash flows from operating activities: | |||||
(Equity) of subsidiaries | $ (6,024,762) | $ (3,530,055) | $ (28,305,978) | $ (10,357,741) | |
Gain on life settlements | |||||
Amortization of deferred financing and issuance costs | $ 49,339 | $ 126,083 | $ 260,455 | $ 427,187 | |
Deferred income taxes | |||||
Convertible, redeemable preferred stock issued for dividends | |||||
(Increase) in operating assets: | |||||
Policy benefits receivable | |||||
Other assets | $ (15,631,849) | $ (5,329,716) | $ (26,745,888) | $ (29,984,534) | |
Increase in operating liabilities: | |||||
Accounts payable and other accrued expenses | (105,418) | 289,132 | 123,222 | 591,534 | |
NET CASH FLOWS USED IN OPERATING ACTIVITIES | $ (16,921,712) | $ (6,706,487) | $ (30,629,737) | $ (32,851,042) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Investment in life settlements | |||||
Proceeds from settlement of life settlements | |||||
NET CASH FLOWS USED IN INVESTING ACTIVITIES | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Repayment of revolving credit facility | |||||
Payments for redemption of Series I Secured Notes | $ (890,586) | $ (509,004) | $ (4,508,130) | $ (2,047,928) | |
Proceeds from issuance of L Bonds | |||||
Payments for redemption and issuance of L Bonds | |||||
Payments from restricted cash | $ (2,203,800) | $ 565,000 | $ (2,306,300) | $ 1,420,000 | |
Proceeds from sale of common stock | |||||
Issuance of common stock | |||||
Issuance of member capital | $ 21,730,944 | $ 8,356,840 | $ 39,176,335 | $ 34,931,207 | |
Payments for redemption preferred stock | |||||
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | $ 18,636,558 | $ 8,412,836 | $ 32,361,905 | $ 34,303,279 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,714,846 | 1,706,349 | 1,732,168 | 1,722,237 | |
CASH AND CASH EQUIVALENTS | |||||
BEGINNING OF PERIOD | 233,553 | 754,045 | 216,231 | 738,157 | 738,157 |
END OF PERIOD | 1,948,399 | 2,460,394 | 1,948,399 | 2,460,394 | $ 216,231 |
Non-Guarantor Subsidiaries [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net loss | $ 6,024,819 | $ 3,530,055 | $ 28,306,143 | $ 10,357,741 | |
Adjustments to reconcile net income to net cash flows from operating activities: | |||||
(Equity) of subsidiaries | |||||
Gain on life settlements | $ (14,516,881) | $ (8,761,912) | $ (26,651,363) | $ (30,973,250) | |
Amortization of deferred financing and issuance costs | $ 781,125 | $ 339,475 | $ (1,201,170) | $ 18,425 | |
Deferred income taxes | |||||
Convertible, redeemable preferred stock issued for dividends | |||||
(Increase) in operating assets: | |||||
Policy benefits receivable | $ 2,142,986 | $ 300,000 | $ 1,392,986 | ||
Other assets | |||||
Increase in operating liabilities: | |||||
Accounts payable and other accrued expenses | $ 629,558 | $ (720,907) | $ (790,131) | $ 173,311 | |
NET CASH FLOWS USED IN OPERATING ACTIVITIES | (4,938,393) | (5,313,289) | 1,056,465 | (20,423,773) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Investment in life settlements | (13,626,842) | (680,000) | (23,850,860) | (11,559,435) | |
Proceeds from settlement of life settlements | 80,000 | 930,625 | 3,822,983 | 999,125 | |
NET CASH FLOWS USED IN INVESTING ACTIVITIES | $ (13,546,842) | $ 250,625 | (20,027,877) | $ (10,560,310) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Repayment of revolving credit facility | $ (7,150,000) | ||||
Payments for redemption of Series I Secured Notes | |||||
Proceeds from issuance of L Bonds | |||||
Payments for redemption and issuance of L Bonds | |||||
Payments from restricted cash | $ 2,855,430 | $ 100,699 | $ (669,207) | $ 2,268,236 | |
Proceeds from sale of common stock | |||||
Issuance of common stock | |||||
Issuance of member capital | $ 15,629,861 | $ 4,961,965 | $ 26,940,783 | $ 28,715,847 | |
Payments for redemption preferred stock | |||||
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | $ 18,485,291 | $ 5,062,664 | $ 19,121,576 | $ 30,984,083 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 56 | $ 150,164 | |||
CASH AND CASH EQUIVALENTS | |||||
BEGINNING OF PERIOD | 150,108 | ||||
END OF PERIOD | 150,164 | $ 150,164 | |||
Eliminations [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net loss | (10,815,797) | $ (5,268,124) | (52,344,595) | $ (17,100,253) | |
Adjustments to reconcile net income to net cash flows from operating activities: | |||||
(Equity) of subsidiaries | $ 10,815,797 | $ 5,268,124 | $ (52,344,595) | $ 17,100,253 | |
Gain on life settlements | |||||
Amortization of deferred financing and issuance costs | |||||
Deferred income taxes | |||||
Convertible, redeemable preferred stock issued for dividends | |||||
(Increase) in operating assets: | |||||
Policy benefits receivable | |||||
Other assets | $ 37,360,805 | $ 13,318,805 | $ 66,117,118 | $ 63,647,054 | |
Increase in operating liabilities: | |||||
Accounts payable and other accrued expenses | |||||
NET CASH FLOWS USED IN OPERATING ACTIVITIES | $ 37,360,805 | $ 13,318,805 | $ 66,117,118 | $ 63,647,054 | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Investment in life settlements | |||||
Proceeds from settlement of life settlements | |||||
NET CASH FLOWS USED IN INVESTING ACTIVITIES | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Repayment of revolving credit facility | |||||
Payments for redemption of Series I Secured Notes | |||||
Proceeds from issuance of L Bonds | |||||
Payments for redemption and issuance of L Bonds | |||||
Payments from restricted cash | |||||
Proceeds from sale of common stock | |||||
Issuance of common stock | |||||
Issuance of member capital | $ (37,360,805) | $ (13,318,805) | $ (66,117,118) | $ (63,647,054) | |
Payments for redemption preferred stock | |||||
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | $ (37,360,805) | $ (13,318,805) | $ (66,117,118) | $ (63,647,054) | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | |||||
CASH AND CASH EQUIVALENTS | |||||
BEGINNING OF PERIOD | |||||
END OF PERIOD |
Guarantees of Secured Debt by64
Guarantees of Secured Debt by GWG Life (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Jan. 31, 2015 | |
Guarantees of L Bonds (Textual) | ||
Debentures offer for sale | $ 271,471,000 | |
Maximum rate of return on equity fund amount | 18.00% | |
Guarantees of L Bonds [Member] | ||
Guarantees of L Bonds (Textual) | ||
Debentures offer for sale | $ 250,000,000 | $ 1,000,000,000 |
Maximum rate of return on equity fund amount | 50.00% |
Concentrations (Details)
Concentrations (Details) | Sep. 30, 2015 | Dec. 31, 2014 |
AXA Equitable [Member] | ||
Summary of the face value of insurance contracts with specific life insurance companies | ||
Face value percentage of insurance contracts with specific life insurance companies | 14.27% | 14.55% |
John Hancock [Member] | ||
Summary of the face value of insurance contracts with specific life insurance companies | ||
Face value percentage of insurance contracts with specific life insurance companies | 12.98% | 11.48% |
Concentrations (Details 1)
Concentrations (Details 1) | Sep. 30, 2015 | Dec. 31, 2014 |
California [Member] | ||
Summary of the number of insurance contracts held in specific states exceeding 10% of the total face value held by the Company | ||
Percentage of insurance contracts held in specific states | 27.11% | 28.87% |
Florida [Member] | ||
Summary of the number of insurance contracts held in specific states exceeding 10% of the total face value held by the Company | ||
Percentage of insurance contracts held in specific states | 18.66% | 18.56% |
New York [Member] | ||
Summary of the number of insurance contracts held in specific states exceeding 10% of the total face value held by the Company | ||
Percentage of insurance contracts held in specific states |
Concentrations (Details Textual
Concentrations (Details Textual) | 9 Months Ended |
Sep. 30, 2015 | |
Concentration (Textual) | |
Description of issuance contracts with specific life insurance companies and contracts held in specific states | Exceeding 10% of the total face value |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Subsequent Events (Textual) | |
Additional principal amount of L bonds | $ 18.3 |