Guarantees of L Bonds | ( 16 ) Guarantees of L Bonds GWG Holdings has registered with the SEC the offer and sale $250,000,000 of L Bonds, and effective January 9, 2015, launched a $1 billion follow-on to its publicly registered L Bond offering as described in note 7. The L Bonds are secured by the assets of 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 III and the Trust. The policies held by DLP III are not collateral for the L Bond obligations as such policies serve as collateral for the senior 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, with DZ Bank AG as agent, as described in note 5. The significant majority of insurance policies owned by the Company are subject to a collateral arrangement with DZ Bank AG described in notes 2 and 5. Under this arrangement, collection and escrow accounts are used to fund premiums of the insurance policies and to pay interest and other charges under the revolving senior credit facility. DZ Bank AG and Autobahn must authorize all disbursements from these accounts, including any distributions to GWG Life. Distributions are limited to an amount that would result in the borrowers (DLP II, DLP III, GWG Life and GWG Holdings) realizing an annualized rate of return on the equity funded amount for such assets of not more than 18%, as determined by DZ Bank AG. After such amount is reached, the credit agreement requires that excess funds be used for repayments of borrowings before any additional distributions may be made. The following represents consolidating financial information as of December 31, 2015 and 2014, with respect to the financial position, and for the years ended December 31, 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. Consolidating Balance Sheets December 31, 2015 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated A S S E T S Cash and cash equivalents $ 32,292,162 $ 1,982,722 $ 150,221 $ - $ 34,425,105 Restricted cash - 2,102,257 239,643 - 2,341,900 Investment in life settlements, at fair value - - 356,649,715 - 356,649,715 Deferred financing costs, net 799,029 1,000,000 731,452 - 2,530,481 Other assets 1,499,575 688,071 30,900 - 2,218,546 Investment in subsidiaries 269,886,254 291,295,951 - (561,182,205 ) - TOTAL ASSETS $ 304,477,020 $ 297,069,001 $ 357,801,931 $ (561,182,205 ) $ 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 senior credit facility $ - $ - $ 65,011,048 $ - $ 65,011,048 Series I Secured Notes payable - 23,287,704 - - 23,287,704 L Bonds 277,024,326 - - - 277,024,326 Accounts payable 280,988 157,217 1,079,235 - 1,517,440 Interest payable 8,529,959 3,544,626 265,476 - 12,340,061 Other accrued expenses 717,365 343,421 - 1,060,786 Deferred taxes 1,763,968 - - - 1,763,968 TOTAL LIABILITIES 288,316,606 27,332,968 66,355,759 - 382,005,333 STOCKHOLDERS’ EQUITY (DEFICIT) Member capital - 269,736,033 291,446,172 (561,182,205 ) - Convertible preferred stock 20,799,841 - - - 20,799,841 Common stock 5,942 - - - 5,942 Additional paid-in capital 17,149,391 - - - 17,149,391 Accumulated deficit (21,794,760 ) - - - (21,794,760 ) TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 16,160,414 269,736,033 291,446,172 (561,182,205 ) 16,160,414 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 304,477,020 $ 297,069,001 $ 357,801,931 $ (561,182,205 ) $ 398,165,747 December 31, 2014 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries 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 Investment in life settlements, at fair value - - 282,883,010 - 282,883,010 Deferred financing costs, net 569,400 1,000,000 - 1,569,400 Policy benefits receivable - - 1,750,000 - 1,750,000 Other assets 1,104,328 777,534 27,500 - 1,909,362 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 senior credit facility $ - $ - $ 72,161,048 $ - $ 72,161,048 Series I Secured Notes payable - 27,616,578 - - 27,616,578 L Bonds 182,782,884 - - - 182,782,884 Accounts payable 410,895 242,680 550,000 - Interest payable 6,598,250 3,513,615 1,016,654 - 11,128,519 Other accrued expenses 301,098 191,753 21,583 - 514,434 Deferred taxes 5,273,555 - - - 5,273,555 TOTAL LIABILITIES 195,366,682 31,564,626 73,749,285 - 300,680,593 STOCKHOLDERS’ EQUITY (DEFICIT) Member capital - 185,636,418 215,124,778 (400,761,196 ) - Convertible preferred stock 20,527,866 - - - 20,527,866 Common stock 5,870 - - - 5,870 Additional paid-in capital 16,257,686 - - - 16,257,686 Accumulated deficit (14,401,486 ) - - - (14,401,486 ) TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) 22,389,936 185,636,418 215,124,778 (400,761,196 ) 22,389,936 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 217,756,618 $ 217,201,044 $ 288,874,063 $ (400,761,196 ) $ 323,070,529 Consolidated Statements of Operations For the year ended December 31, 2015 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated REVENUE Contract servicing fees $ - $ 2,217,471 $ - $ (2,217,471 ) $ - Gain on life settlements, net - - 39,381,003 - 39,381,003 Interest and other income 45,613 62,125 143,511 251,249 TOTAL REVENUE 45,613 2,279,596 39,524,514 (2,217,471 ) 39,632,252 EXPENSES Origination and servicing fees - - 2,217,471 (2,217,471 ) - Interest expense 24,486,093 2,703,124 4,398,743 - 31,587,960 Employee compensation and benefits 6,007,347 2,002,673 - - 8,010,020 Legal and professional fees 2,115,580 1,037,203 - - 3,152,783 Other expenses 4,295,085 3,347,294 141,971 - 7,784,350 TOTAL EXPENSES 36,904,105 9,090,294 6,758,185 (2,217,471 ) 50,535,113 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (36,858,492 ) (6,810,698 ) 32,766,329 - (10,902,861 ) EQUITY IN INCOME OF SUBSIDIARIES 25,955,631 32,766,108 - (58,721,739 ) - NET INCOME BEFORE INCOME TAXES (10,902,861 ) 25,955,410 32,766,329 (58,721,739 ) (10,902,861 ) INCOME TAX BENEFIT (3,509,587 ) - - - (3,509,587 ) NET INCOME (LOSS) (7,393,274 ) 25,955,410 32,766,329 (58,721,739 ) (7,393,274 ) (Income) attributable to preferred shareholders (1,386,110 ) - - - (1,386,110 ) LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (6,007,164 ) $ - $ - $ - $ (6,007,164 ) For the year ended December 31, 2014 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated REVENUE Contract servicing fees $ - $ 1,615,674 $ - $ (1,615,674 ) $ Gain on life settlements, net - - 30,416,127 - 30,416,127 Interest and other income 24,037 231,034 33,469 (228,092 ) 60,448 TOTAL REVENUE 24,307 1,846,708 30,449,596 (1,843,766 ) 30,476,575 EXPENSES Origination and servicing fees - - 1,615,674 (1,615,674 ) - Interest expense 18,248,599 3,110,165 5,358,034 - 26,716,798 Employee compensation and benefits 3,018,570 1,951,066 - - 4,969,636 Legal and professional fees 2,021,763 307,386 10,086 - 2,339,235 Other expenses 2,832,867 1,929,557 281,102 (228,092 ) 4,815,434 TOTAL EXPENSES 26,121,799 7,298,174 7,264,896 (1,843,766 ) 38,841,103 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (26,097,762 ) (5,451,466 ) 23,184,700 - (8,364,528 ) EQUITY IN INCOME OF SUBSIDIARIES 17,733,234 23,184,700 - (40,917,934 ) - NET INCOME BEFORE INCOME TAXES 8,364,528 17,733,234 23,184,700 (40,917,934 ) (8,364,528 ) INCOME TAX BENEFIT (2,401,619 ) - - - (2,401,619 ) NET INCOME (LOSS) (5,962,909 ) 17,733,234 23,184,700 (40,917,934 ) (5,962,909 ) (Income) attributable to preferred shareholders (138,374 ) - - - (138,374 ) LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (6,101,283 ) $ - $ - $ - $ (6,101,283 ) Consolidated Statements of Cash Flows For the year ended December 31, 2015 Parent Guarantor Sub Non-Guarantor Sub Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (7,393,274 ) $ 25,955,410 $ 32,766,329 $ (58,721,739 ) $ (7,393,274 ) Adjustments to reconcile net income to net cash flows from operating activities: (Equity) of subsidiaries (25,955,632 ) (32,766,107 ) - 58,721,739 - Gain on life settlements, gross - - (39,371,059 ) - (39,371,059 ) Amortization of deferred financing and issuance costs 4,081,051 362,457 ) - 3,712,056 Deferred income taxes (3,509,587 ) - - - (3,509,587 ) Preferred stock issued in lieu of cash dividends 683,133 - - - 683,133 Preferred stock dividends payable 6,800 - - - 6,800 (Increase) decrease in operating assets: Due from related parties - (1,256 ) - - (1,256 ) Policy benefits receivable - - 1,750,000 - 1,750,000 Other assets (58,689,451 ) (43,314,345 ) - 101,699,270 (304,526 ) Increase (decrease) in operating liabilities: Accounts payable (129,909 ) (85,463 ) 529,236 - 313,864 Interest payable 2,730,921 233,786 (751,178 ) - 2,213,529 Other accrued expenses 2,059,136 149,242 (24,985 ) - 2,183,393 NET CASH FLOWS USED IN OPERATING ACTIVITIES (86,116,812 ) (49,466,276 ) (5,833,109 ) 101,699,270 (39,716,927 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life settlements - - (38,906,934 ) - (38,906,934 ) Proceeds from settlement of life settlements - - 4,511,289 - 4,511,289 NET CASH FLOWS USED IN INVESTING ACTIVITIES - - (34,395,645 ) - (34,395,645 ) CASH FLOWS FROM FINANCING ACTIVITIES Net repayment of revolving senior credit facility - - (7,150,000 ) - (7,150,000 ) Payments for redemption of Series I Secured Notes - (4,891,681 ) - - (4,891,681 ) Proceeds from issuance of L Bonds 131,159,348 - - - 131,159,348 Payment of deferred issuance costs for L Bonds (7,499,601 ) - - - (7,499,601 ) Payments for redemption of L Bonds (35,984,061 ) - - - (35,984,061 ) Issuance of common stock 582,000 - - - 582,000 Proceeds (payments) from restricted cash - (2,019,757 ) 3,973,910 - 1,954,153 Payments for redemption of preferred stock (295,185 ) - - - (295,185 ) Issuance of member capital - 58,144,205 43,555,065 (101,699,270 ) - NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 87,962,501 51,232,767 40,378,975 (101,699,270 ) 77,874,973 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,845,689 1,766,491 150,221 - 3,762,401 CASH AND CASH EQUIVALENTS BEGINNING OF THE PERIOD 30,446,473 216,231 - - 30,662,704 END OF THE PERIOD $ 32,292,162 $ 1,982,722 $ 150,221 $ - $ 34,425,105 For the year ended December 31, 2014 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (5,962,909 ) $ 17,733,234 $ 23,184,700 $ (40,917,934 ) $ (5,962,909 ) Adjustments to reconcile net income (loss) to cash flows from operating activities: (Equity) of subsidiaries (17,733,234 ) (23,184,700 ) - 40,917,934 - Gain on life settlements - - (39,928,003 ) - (39,928,003 ) Amortization of deferred financing and issuance costs 2,967,617 479,278 357,900 - 3,804,795 Deferred income taxes (2,401,619 ) - - - (2,401,619 ) Preferred stock issued in lieu of cash dividends 774,085 - - - 774,085 Convertible, redeemable preferred stock dividends payable (116,207 ) - - - (116,207 ) (Increase) decrease in operating assets: Due from related parties - (291 ) - - (291 ) Policy benefits receivable - - (1,750,000 ) - (1,750,000 ) Increase (decrease) in operating liabilities: Accounts payable 177,681 136,025 50,000 - 363,706 Interest payable 3,359,926 599,419 679,531 - 4,638,876 Other accrued expenses 43,591 16,367 10,408 - 70,366 NET CASH FLOWS USED IN OPERATING ACTIVITIES (58,009,328 ) (37,654,989 ) (17,395,464 ) 70,205,530 (42,854,251 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life settlements - - (12,292,401 ) - (12,292,401 ) Proceeds from settlement of life settlements - - 4,185,813 - 4,185,813 NET CASH FLOWS USED IN INVESTING ACTIVITIES - - (8,106,588 ) - (8,106,588 ) CASH FLOWS FROM FINANCING ACTIVITIES Net repayment of revolving senior credit facility - - (6,838,952 ) - (6,838,952 ) Payments for redemption of Series I Secured Notes - (2,268,379 ) - - (2,268,379 ) Proceeds from issuance of L Bonds 65,713,297 - - - 65,713,297 Payment of deferred issuance costs for L Bonds (4,104,876 ) - - - (4,104,876 ) Payments for redemption of L Bonds (14,429,017 ) - - - (14,429,017 ) Issuance of common stock 9,030,000 - - - 9,030,000 Proceeds from restricted cash - 1,337,500 199,416 - 1,536,916 Payments for redemption of preferred stock (456,239 ) - - - (465,239 ) Issuance of member capital - 38,063,942 32,141,588 (70,205,530 ) - NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 55,744,165 37,133,063 25,502,052 ) 48,173,750 NET INCREASE IN CASH AND CASH EQUIVALENTS (2,265,163 ) (521,926 ) - - (2,787,089 ) CASH AND CASH EQUIVALENTS BEGINNING OF THE YEAR 32,711,636 738,157 - - 33,449,793 END OF THE YEAR $ 30,446,473 $ 216,231 $ - $ - $ 30,662,704 |