NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER
31, 2015 AND 2014
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature
of Business
The
principal business activity of the Company is providing unsecured $5,000 consumer loans over a five-year term through its subsidiaries
Investment Evolution Corporation and IEC SPV, LLC. The loans are offered under the consumer brand “Mr. Amazing Loans”.
The Company is headquartered in Las Vegas, Nevada and originates consumer loans in the states of Alabama, Arizona, California,
Florida, Georgia, Illinois, Kentucky, Louisiana, Missouri, Nevada, New Jersey, New Mexico, Oregon, Pennsylvania, Texas, Utah,
and Virginia via its online platform and distribution network. The Company is a licensed direct lender with state licenses and/or
certificates of authority to lend in these 17 states and offers all loans within the prevailing statutory rates.
Basis
of Accounting
These
consolidated financial statements include the operations of IEG Holdings Corporation and its wholly-owned subsidiaries, Investment
Evolution Corporation and IEC SPV, LLC (collectively, the “Company”). All inter-company transactions and balances
have been eliminated in consolidation.
In
August 2015, the Company dissolved redundant subsidiary companies Investment Evolution Philippines Corporation, Investment Evolution
Global Corporation and Investment Evolution Canada, LLC, as it no longer has plans to pursue international expansion.
The
Company’s accounting and reporting policies are in accordance with U.S. generally accepted accounting principles and conform
to general practices within the consumer finance industry.
Going
Concern
The
consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United
States of America, which contemplate continuation of the Company as a going concern. The Company has reported recurring losses
and has not generated positive net cash flows from operations. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. The Company is increasing its revenue and management intends to seek additional capital
sufficient to continue operations. If the Company is not successful in raising sufficient capital, it may have to delay or reduce
expenses, or curtail operations. The accompanying consolidated financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities
that could result should the Company not continue as a going concern.
Use
of Estimates
The
preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the reported amounts and disclosures. Management
uses its historical records and knowledge of its business in making these estimates. Accordingly, actual results may differ from
these estimates.
Cash
and Cash Equivalents
For
the purpose of the statement of cash flows, the Company considers cash equivalents to include short-term, highly liquid investments
with an original maturity of three months or less.
Loans
Receivable and Interest Income
The
Company is licensed to originate consumer loans in the states of Alabama, Arizona, California, Florida, Georgia, Illinois, Kentucky,
Louisiana, Missouri, Nevada, New Jersey, New Mexico, Oregon, Pennsylvania, Texas, Utah, and Virginia. During fiscal 2015, the
Company originated $5,000 and $10,000 loans over a five-year term and during fiscal 2014, the Company originated $2,000, $3,000,
$5,000 and $10,000 loans with terms ranging from three to five years. In June 2015, the Company streamlined its product offering
to $5,000 loans over a five-year term. The Company offers its loans at or below the prevailing statutory rates. Loans are carried
at the unpaid principal amount outstanding, net of an allowance for credit losses.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER
31, 2015 AND 2014
The
Company calculates interest revenue using the interest yield method. Charges for late payments are credited to income when collected.
Accrual
of interest income on loans receivable is suspended when no payment has been received on account for 91 days or more on a contractual
basis, at which time a loan is considered delinquent. Payments received on nonaccrual financing loans are first applied to the
unpaid accrued interest and then principal. Loans are returned to active status and accrual of interest income is resumed when
all of the principal and interest amounts contractually due are brought current; at which time management believes future payments
are reasonably assured. At December 31, 2015, 111 loans with a total balance of $543,054 were delinquent or in default.
Allowance
for Credit Losses
The
Company maintains an allowance for credit losses due to the fact that it is probable that a portion of the loans receivable will
not be collected. The allowance is estimated by management based on various factors, including specific circumstances of the individual
loans, management’s knowledge of the industry, and the experience and trends of other companies in the same industry.
Our
portfolio of loans receivable consists of a large number of relatively small, homogenous accounts. The allowance for credit losses
is determined using a systematic methodology, based on a combination of historical bad debt of comparable companies. Impaired
loans are considered separately and 100% charged off.
The
allowance for credit losses is primarily based upon models that analyze specific portfolio statistics and also reflect, management’s
judgment regarding overall accuracy. We take into account several factors, including the customer’s transaction history,
specifically the timeliness of customer payments, the remaining contractual term of the loan, and the outstanding balance of the
loan.
Impaired
Loans
The
Company assesses loans for impairment individually when a loan is 91 days past due. The Company defines impaired loans as bankrupt
accounts and accounts that are 184 days or more past due. In accordance with the Company’s charge-off policy, once a loan
is deemed uncollectible, 100% of the remaining balance is charged-off. Loans can also be charged off when deemed uncollectable
due to consumer specific circumstances.
The
Company does not accrue interest on impaired loans and any recoveries of impaired loans are recorded to the allowance for credit
losses. Changes in the allowance for credit losses are recorded as operating expenses in the accompanying statement of operations.
Property
and Equipment
Property
and equipment are stated at cost. Depreciation and amortization are being provided using the straight-line method over the estimated
useful lives of the assets as follows:
Classification
|
|
Life
|
Computer
equipment
|
|
3-5
years
|
Furniture
and fixtures
|
|
8
years
|
The
Company amortizes its leasehold improvements over the shorter of their economic lives, which are generally five years, or the
lease term that considers renewal periods that are reasonably assured. Expenses for repairs and maintenance are charged to expense
as incurred, while renewals and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated
depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statement of operations.
Operating
Leases
The
Company’s office leases all expire (unless renewed) during 2016.
Loan
Costs
Loan
costs consisted of broker success fees and legal fees related to the credit facility. These costs were amortized over the period
of the credit facility. Accumulated amortization of loan costs amounted to $205,485 and 127,704 at December 31, 2015 and 2014,
respectively. The loan costs were fully amortized at December 31, 2015 as the credit facility was repaid in full on August 21,
2015.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER
31, 2015 AND 2014
Income
Taxes
We
account for income taxes using the liability method in accordance with FASB Accounting Standards Codification (“ASC”)
740 “Income Taxes”. To date, no current income tax liability has been recorded due to our accumulated net losses.
Deferred income tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts
of assets and liabilities and the amounts that are reported in the income tax returns. Our net deferred income tax assets have
been fully reserved by a valuation allowance due to the uncertainty of our ability to realize future taxable income and to recover
our net deferred income tax assets.
Advertising
Costs
Advertising
costs are expensed as incurred. Advertising costs amounted to $950,905 and $459,804 at December 31, 2015 and 2014, respectively.
Earnings
and Loss per Share
The
Company computes net earnings (loss) per share in accordance with ASC 260-10 that establishes standards for computing and presenting
net earnings (loss) per shares. Basic earnings (loss) per share are computed by dividing net income (loss) attributed to common
shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed
similar to basic earnings per share except that the denominator is increased to include the number of additional common shares
that would have been outstanding if the potential common shares, if any, had been issued and if the additional common shares were
dilutive. Basic and diluted loss per share has been adjusted retroactively for the 1-for-100 reverse split that occurred on June
17, 2015 and the net 1-for-10 reverse split that occurred on October 27, 2016.
Reclassifications
Certain
numbers from the prior period have been reclassified to conform to the current year presentation.
Fair
Value of Financial Instruments
The
Company has adopted guidance issued by the FASB that defines fair value, establishes a framework for measuring fair value in accordance
with existing generally accepted accounting principles, and expands disclosures about fair value measurements. Assets and liabilities
recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the
inputs used to measure their fair value. The categories are as follows:
|
Level
I
|
Inputs
are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.
|
|
|
|
|
Level
II
|
Inputs,
other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market
data at the measurement date.
|
|
|
|
|
Level
III
|
Unobservable
inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability
at the measurement date.
|
At
December 31, 2015 and 2014, the only financial instruments that are subject to these classifications are cash and cash equivalents,
which are considered Level I assets.
Carrying
amounts reported in the consolidated balance sheets for other receivables, accounts payable, and accrued expenses approximate
fair value because of their immediate or short-term nature. The fair value of borrowings is not considered to be significantly
different than its carrying amount because the stated rates for such debt reflect current market rates and conditions.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER
31, 2015 AND 2014
2.
LOANS RECEIVABLE
Loans
receivable consisted of the following at December 31:
|
|
2015
|
|
|
2014
|
|
Loans receivable
|
|
$
|
8,110,077
|
|
|
$
|
4,913,279
|
|
Allowance for credit losses
|
|
|
(985,375
|
)
|
|
|
(596,963
|
)
|
Loans receivable, net
|
|
$
|
7,124,702
|
|
|
$
|
4,316,316
|
|
A
reconciliation of the allowance for credit losses consist of the following at December 31:
|
|
2015
|
|
|
2014
|
|
Beginning balance
|
|
$
|
596,963
|
|
|
$
|
61,319
|
|
Provision for credit losses
|
|
|
1,134,518
|
|
|
|
614,684
|
|
Loans charged off
|
|
|
(746,106
|
)
|
|
|
(79,040
|
)
|
Ending balance
|
|
$
|
985,375
|
|
|
$
|
596,963
|
|
Basis of Assessment:
|
|
|
|
|
|
|
|
|
Individually
|
|
$
|
-
|
|
|
$
|
-
|
|
Collectively
|
|
$
|
985,375
|
|
|
$
|
596,963
|
|
The
following is an age analysis of past due receivables as of December 31, 2015 and 2014:
|
|
|
30-60
Days
Past Due
|
|
|
61-90
Days
Past Due
|
|
|
Greater
Than
90
Days
|
|
|
Total
Past Due
|
|
|
Current
|
|
|
Total
Financing
Receivables
|
|
|
Recorded
Investment >
90
Days
and
Accruing
|
|
2015
|
|
|
$
|
157,316
|
|
|
$
|
153,623
|
|
|
$
|
389,431
|
|
|
$
|
700,370
|
|
|
$
|
7,409,707
|
|
|
$
|
8,110,077
|
|
|
$
|
389,431
|
|
2014
|
|
|
$
|
65,684
|
|
|
$
|
76,198
|
|
|
$
|
124,397
|
|
|
$
|
266,279
|
|
|
$
|
4,647,000
|
|
|
$
|
4,913,279
|
|
|
$
|
124,397
|
|
The
Company’s primary credit quality indicator is the customer’s Vantage credit score as determined by Experian on the
date of loan origination. The Company does not update the customer’s credit profile during the contractual term of the loan.
The
following is a summary of the loan receivable balance as of December 31, 2015 and 2014 by credit quality indicator:
Credit
Score
|
|
2015
|
|
|
2014
|
|
Below 575
|
|
|
|
|
|
$
|
-
|
|
575-600
|
|
|
149,056
|
|
|
|
299,040
|
|
601-650
|
|
|
3,397,512
|
|
|
|
2,180,507
|
|
651-700
|
|
|
3,230,308
|
|
|
|
1,737,587
|
|
701-750
|
|
|
1,097,225
|
|
|
|
558,305
|
|
751-800
|
|
|
185,840
|
|
|
|
113,581
|
|
801-850
|
|
|
50,136
|
|
|
|
24,259
|
|
|
|
$
|
8,110,077
|
|
|
$
|
4,913,279
|
|
3.
PROPERTY AND EQUIPMENT
At
December 31, 2015 and 2014, property and equipment consists of the following:
|
|
2015
|
|
|
2014
|
|
Computer equipment
|
|
$
|
111,196
|
|
|
$
|
120,513
|
|
Furniture and fixtures
|
|
|
21,303
|
|
|
|
22,323
|
|
Leasehold improvements
|
|
|
35,897
|
|
|
|
55,102
|
|
|
|
|
168,396
|
|
|
|
197,938
|
|
Less accumulated depreciation and
amortization
|
|
|
139,885
|
|
|
|
161,838
|
|
Total
|
|
$
|
28,511
|
|
|
$
|
36,100
|
|
Depreciation
of property and equipment amounted to $14,124 and $15,054 during the years ended December 31, 2015 and 2014, respectively. Depreciation
costs are included in the accompanying statements of operations in operating expenses.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER
31, 2015 AND 2014
4.
SENIOR DEBT
The
Company had a credit facility that provided for borrowings of up to $10 million with $0 and $2,230,000 outstanding at December
31, 2015 and December 31, 2014, respectively, subject to a borrowing base formula. The Company could borrow, at its option, at
the rate of 18% with a minimum advance of $25,000. Proceeds from this credit facility were used to fund loans to consumers. In
July 2015, the credit facility was converted to a term loan, to be repaid monthly, with payments equal to 100% of the consumer
loan proceeds, with the balance due June 1, 2016. The credit facility was repaid in full on August 21, 2015.
The
credit facility remains subject to a net profit interest under which the Company will pay BFG Loan Holdings, LLC, 20% of its subsidiary
IEC SPV, LLC’s “Net Profit” until 10 years from the date the loan is repaid in full. Net Profit is defined as
the gross revenue less (i) interest paid on the loan, (ii) payments on any other debt incurred as a result of an approved Refinance
Event, (iii) any costs, fees or commissions paid on the existing credit facility, and (iv) charge-offs to bad debt resulting from
consumer loans. If the Refinance event shall be approved by BFG Loan Holdings, LLC and occur as set forth in the agreement, the
net profit percentage shall be reduced to 10%. The Net Profit arrangement can be terminated by the Company upon a payment of $3,000,000.
Net profit interest for the years ended December 31, 2015 and 2014 were $107,340 and $0, respectively. All loans receivable of
the company are pledged as collateral at December 31, 2015 for the fulfillment of the Net Profit calculation.
5.
WORKING CAPITAL LOANS
On
January 29, 2014, the Company received $60,000 of a $265,000 loan from Willoughby Family Trust, an investor in the Company. The
Company received an additional $140,000 on February 11 and an additional $65,000 on March 10, 2014. The Company repaid $110,000
in cash on June 30, 2014, and $200,000 was an offset of balance due for subscription receivable, which comprised full repayment
of $265,000 loan principal and a $45,000 facility fee recorded as interest expense.
On
February 26, 2014, the Company received $85,000 of a working capital loan of up to $245,000 from Dr. L. Prasad, an investor in
the Company. The Company received an additional $25,000 on March 27, 2014, repaid $25,000 on April 2, 2014 and received an additional
$30,000 on April 22, 2014. The Company repaid $139,500 on May 1, 2014 which comprised full repayment of $115,000 outstanding loan
principal and a $24,500 facility fee recorded as interest expense.
On
July 13, 2014, the Company secured a $100,000 working capital loan to expand from Dr. L Prasad, an investor in the Company. The
Company repaid $115,000 on September 30, 2014 which comprised full repayment of $100,000 loan principal and a $15,000 facility
fee recorded as interest expense.
On
July 14, 2014, the Company secured a $90,000 working capital loan to expand from Willoughby Family Trust, an investor in the Company.
The Company repaid $9,000 cash on September 8, 2014, and $90,000 was an offset of balance due for subscription receivable, which
comprised full repayment of $90,000 loan principal and a $9,000 facility fee recorded as interest expense.
On
July 28, 2014, the Company secured a $100,000 working capital loan to expand from Domenic Tacca, an investor in the Company. The
Company repaid $115,000 on September 30, 2014 which comprised full repayment of $100,000 loan principal and a $15,000 facility
fee recorded as interest expense.
On
April 13, 2015, the Company secured a $200,000 working capital loan to expand from Dr. L. Prasad, an investor in the Company.
On June 24, 2015, the Company repaid $230,000 which comprised $200,000 principal and a $30,000 facility fee which was recorded
as interest expense.
On
April 13, 2015, the Company secured a $100,000 working capital loan to expand from Domenic Tacca, an investor in the Company.
On June 24, 2015, the Company repaid $115,000 which comprised $100,000 principal and a $15,000 facility fee which was recorded
as interest expense.
On
April 13, 2015, the Company secured a $100,000 working capital loan to expand from CT Super, an investor in the Company. On June
24, 2015, the Company repaid $115,000 which comprised $100,000 principal and a $15,000 facility fee which was recorded as interest
expense.
The
effective interest rate on these notes is 81.1% and 43.7% for the years ended December 31, 2015 and 2014, respectively.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER
31, 2015 AND 2014
6.
STOCKHOLDERS’ EQUITY
The
aggregate number of shares which the Company has the authority to issue is 3,050,000,000 shares, of which 3,000,000,000 shares
are common stock, par value $0.001 per share, and 50,000,000 shares are preferred stock, par value $0.001 per shares. At December
31, 2015, the Company had 2,887,428 shares of common stock issued and outstanding. At December 31, 2015, the Company also had
1,000,000, 0, 160,000, and 0 shares of Series A, Series F, Series G and Series H preferred stock, respectively, issued and outstanding.
The Board of Directors is authorized at any time, and from time to time, to provide for the issuance of Preferred Stock in one
or more series, and to determine the designations, preferences, limitations and relative or other rights of the Preferred Stock
or any series thereof.
During
the years ended December 31, 2015, and 2014 the Company issued 446,045 shares at a price of $10.00 and $50.00 per share and 915,875
shares at a price of $5.00, $10.00, $15.00 and $20.00, respectively, in accordance with offerings to existing stockholders of
the Company.
On
March 31, 2014 the Board of Directors resolved to increase the authorized number of common stock from 1,000,000,000 to 2,500,000,000.
In addition, the Board of Directors authorized to issue 1,000,000, 410,000, 400,025 and 173,000 shares of Series A, B, C and D
of Preferred Stock, par value $0.001 per share, respectively.
On
March 31, 2014 the Company issued 1,983,025 shares of convertible preferred stock (“Preferred Stock”), which is allocated
as follows: Series A: 1,000,000 shares, Series B: 410,000 shares, Series C: 400,025 shares and Series D: 173,000 shares. 1,000,000
shares of Series A Preferred Stock were issued to the Company’s President and Chief Executive Officer, Mr. Paul Mathieson,
in consideration for $1,000,000 owed to him.
On
October 27, 2014, the Board of Directors authorized to issue 1,500,000 shares of Series F Preferred Stock, par value $0.001 per
share.
On
November 19, 2014 the Company issued 1,861,000 shares of Preferred Stock, which is allocated as follows:
|
●
|
Series
E: 461,000 shares and Series F: 1,400,000 shares.
|
On
December 31, 2014, all holders of Series B, Series C, Series D, and Series E Preferred Stock elected to convert their shares to
Common Stock, which was distributed as follows:
|
●
|
Series
B: 410,000 shares of preferred stock converted to 164,000 shares of common stock
|
|
|
|
|
●
|
Series
C: 400,025 shares of preferred stock converted to 80,005 shares of common stock
|
|
|
|
|
●
|
Series
D: 173,000 shares of preferred stock converted to 23,006 shares of common stock
|
|
|
|
|
●
|
Series
E: 461,000 shares of preferred stock converted to 18,440 shares of common stock.
|
Following
the conversions on December 31, 2014, no shares of Series B, Series C, Series D, and Series E preferred stock were outstanding.
On
May 1, 2015, the Board of Directors resolved to increase the authorized number of common stock from 2,500,000,000 to 3,000,000,000.
On
June 17, 2015, the Board of Directors cancelled Series B, Series C, Series D and Series E Preferred Stock, increased the authorized
shares of Series F Preferred Stock, par value $0.001 per share, to 2,000,000, and authorized to issue 6,000,000 and 10,000,000
shares of Series G and Series H of Preferred Stock, par value $0.001 per share, respectively.
On
June 17, 2015, the Company issued 600,000 shares of Series F Preferred Stock in consideration for receipt of an aggregate of $600,000.
On
June 22, 2015, the Company issued 5,419,500 shares of Series G Preferred Stock in consideration for receipt of $5,419,500.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER
31, 2015 AND 2014
On
June 30, 2015, holders of Series F and Series G Preferred Stock elected to convert some of their shares to Common Stock, which
was distributed as follows:
|
●
|
Series
F: 1,750,000 shares of preferred stock converted to 63,540 shares of common stock.
|
|
|
|
|
●
|
Series
G: 4,459,500 shares of preferred stock converted to 93,872 shares of common stock.
|
On
September 2, 2015, the Company issued an aggregate of 432,608 shares of the Company’s common stock to certain of its existing
stockholders in consideration for $4,326,086. These securities were issued in reliance upon the exemptions provided by Regulation
S promulgated pursuant to the Securities Act.
On
September 10, 2015, we filed articles of amendment to our amended and restated articles of incorporation, as amended, with the
Secretary of State of Florida. The articles of amendment had the effect of adjusting the conversion ratios of the Series A, Series
F, Series G and Series H preferred stock to account for the Company’s offering to existing stockholders of the Company commenced
August 3, 2015 and removing references to conversion on June 30, 2015 for Series F and Series G preferred stock:
|
(i)
|
Adjusting
the conversion ratio of the Series A preferred stock from 0.4 to 0.8 shares of common stock for each Series A preferred stock;
|
|
|
|
|
(ii)
|
Adjusting
the conversion ratio of the Series F preferred stock from 3,333/100,000 (0.03333) to 6,666/100,000 (0.06666) shares of common
stock for each Series F preferred stock;
|
|
|
|
|
(iii)
|
Adjusting
the conversion ratio of the Series G preferred stock from 2,000/100,000 (0.02000) to 4,000/100,000 (0.04000) shares of common
stock for each Series G preferred stock; and
|
|
|
|
|
(iv)
|
Adjusting
the conversion ratio of the Series H preferred stock from 1,333/100,000 (0.01333) to 2,666/100,000 (0.02666) shares of common
stock for each Series H preferred stock.
|
On
October 22, 2015, the Company issued 160,000 shares of Series H Preferred Stock in consideration for receipt of an aggregate of
$160,000.
On
December 1, 2015, we filed articles of amendment to our amended and restated articles of incorporation, as amended, with the Secretary
of State of Florida. The articles of amendment had the effect of adjusting the conversion ratios of the Series A, Series F, Series
G and Series H preferred stock to account for the Company’s offering to existing stockholders of the Company commenced December
1, 2015:
|
(i)
|
Adjusting
the conversion ratio of the Series A preferred stock from 0.8 to 1.6 shares of common stock for each Series A preferred stock;
|
|
|
|
|
(ii)
|
Adjusting
the conversion ratio of the Series F preferred stock from 6,666/100,000 (0.06666) to 13,332/100,000 (0.13332) shares of common
stock for each Series F preferred stock;
|
|
|
|
|
(iii)
|
Adjusting
the conversion ratio of the Series G preferred stock from 4,000/100,000 (0.04000) to 8,000/100,000 (0.08000) shares of common
stock for each Series G preferred stock; and
|
|
|
|
|
(iv)
|
Adjusting
the conversion ratio of the Series H preferred stock from 2,666/100,000 (0.02666) to 5,332/100,000 (0.05332) shares of common
stock for each Series H preferred stock.
|
On
December 31, 2015, the Company issued an aggregate of 13,437 shares of the Company’s common stock to certain of its existing
stockholders for consideration of $671,890. These securities were issued in reliance upon the exemptions provided by Regulation
S promulgated pursuant to the Securities Act.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER
31, 2015 AND 2014
On
December 31, 2015, all holders of Series F and Series H Preferred Stock and some holders of Series G Preferred Stock elected to
convert their shares to Common Stock, which was distributed as follows:
|
●
|
Series
F: 250,000 shares of preferred stock converted to 33,330 shares of common stock
|
|
|
|
|
●
|
Series
G: 1,050,000 shares of preferred stock converted to 84,000 shares of common stock
|
|
|
|
|
●
|
Series
H: 160,000 shares of preferred stock converted to 8,531 shares of common stock
|
Following
the conversions on December 31, 2015, no shares of Series F and Series H preferred stock were outstanding and 160,000 shares of
Series G preferred stock were outstanding.
On
January 1, 2016, pursuant to the terms of the Company’s Series G preferred stock, the Company exercised its right to redeem
all of the unconverted outstanding shares of Series G preferred stock. On December 24, 2015, the Company early paid the holders
of the 160,000 unconverted shares of Series G preferred stock an aggregate of $160,000. Following the redemption of the unconverted
shares of Series G preferred stock, no shares of Series G preferred stock will be outstanding.
The
Preferred Stock accrues dividends at the rate of 12% per annum paid monthly for Series A, F and G, and 10% for Series H. Each
series of preferred stock ranks pari-passu with each other series of preferred stock, and senior to the common stock of the Company,
as to dividends, and upon liquidation, dissolution or a winding up of the Company. In the event of a liquidation or winding up
of the Company, holders of the Preferred Stock shall be entitled to receive the Stated Value of $1 per share.
Series
A Preferred Stock
During
the years ended December 31, 2015 and 2014, the Company issued 0 and 1,000,000 shares of Series A convertible preferred stock,
respectively, with a par value of $0.001 per share. Each share is convertible into 1.6 shares of common stock at the option of
the holder any time after December 31, 2015 (3.2 shares at January 8, 2016 – see note 13). The holder of the shares is also
entitled to vote at a ratio of 1001 votes for each share of preferred stock.
Series
B Preferred Stock
During
the years ended December 31, 2015 and 2014, the Company issued 0 and 410,000 shares of Series B convertible preferred stock, respectively,
with a par value of $0.001 per share. Each share was converted into 0.4 shares of common stock at the option of the holder on
December 31, 2014, for a total issuance of 164,000 shares on December 31, 2014. On June 17, 2015, the Board of Directors cancelled
Series B Preferred Stock.
Series
C Preferred Stock
During
the years ended December 31, 2015 and 2014, the Company issued 0 and 400,025 shares of Series C convertible preferred stock, respectively,
with a par value of $0.001 per share. Each share was converted into 0.2 shares of common stock at the option of the holder on
December 31, 2014, for a total issuance of 80,005 shares on December 31, 2014. On June 17, 2015, the Board of Directors cancelled
Series C Preferred Stock.
Series
D Preferred Stock
During
the years ended December 31, 2015 and 2014, the Company issued 0 and 173,000 shares of Series D convertible preferred stock, respectively,
with a par value of $0.001 per share. Each share was converted into 0.1333 shares of common stock at the option of the holder
on December 31, 2014, for a total issuance of 23,066 shares on December 31, 2014. On June 17, 2015, the Board of Directors cancelled
Series D Preferred Stock.
Series
E Preferred Stock
During
the years ended December 31, 2015 and 2014, the Company issued 0 and 461,000 shares of Series E convertible preferred stock, respectively,
with a par value of $0.001 per share. Each share was converted into 0.04 shares of common stock at the option of the holder on
December 31, 2014, for a total issuance of 18,440 shares on December 31, 2014. On June 17, 2015, the Board of Directors cancelled
Series E Preferred Stock.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER
31, 2015 AND 2014
Series
F Preferred Stock
During
the years ended December 31, 2015 and 2014, the Company issued 600,000 and 1,400,000 shares of Series F convertible preferred
stock, respectively, with a par value of $0.001 per share.
On
December 31, 2015 and upon notice provided by the holder to the Company, a holder has the right to convert, at face value per
share, all or any portion of their Series F preferred shares into shares of our common stock on the basis of 13,332/100,000 (0.13332)
shares of common stock for each share of Series F preferred stock so converted. The holder of the shares is also entitled to vote
at a ratio of 0.34 votes for each share of preferred stock. Any time after December 31, 2015, the Company also has the right to
redeem the shares at a redemption value of $1 per share.
Effective
June 30, 2015, holders of an aggregate of 1,750,000 shares of Series F preferred stock notified the Company of their intent to
convert their Series F shares into shares of common stock. On June 30, 2015, the Company issued an aggregate of 63,540 shares
of common stock to such Series F holders. Effective December 31, 2015, holders of an aggregate of 250,000 shares of Series F preferred
stock notified the Company of their intent to convert their Series F shares into shares of common stock. On December 31, 2015,
the Company issued an aggregate of 33,330 shares of common stock to such Series F holders.
Series
G Preferred Stock
During
the years ended December 31, 2015 and 2014, the Company issued 5,669,500 and 0 shares of Series G convertible preferred stock,
respectively, with a par value of $0.001 per share.
On
December 31, 2015 and upon notice provided by the holder to the Company, a holder has the right to convert, at face value per
share, all or any portion of their Series G preferred shares into shares of our common stock on the basis of 8,000/100,000 (0.08000)
shares of common stock for each share of Series G preferred stock so converted. The holder of the shares is also entitled to vote
at a ratio of 0.20 votes for each share of preferred stock. Any time after December 31, 2015, the Company also has the right to
redeem the shares at a redemption value of $1 per share.
Effective
June 30, 2015, holders of an aggregate of 4,459,500 shares of Series G preferred stock notified the Company of their intent to
convert their Series G shares into shares of common stock. On June 30, 2015, the Company issued an aggregate of 93,872 shares
of common stock to such Series G holders. Effective December 31, 2015, holders of an aggregate of 1,050,000 shares of Series G
preferred stock notified the Company of their intent to convert their Series G shares into shares of common stock. On December
31, 2015, the Company issued an aggregate of 84,000 shares of common stock to such Series G holders. On January 1, 2016, the Company
exercised its right to redeem all of the unconverted outstanding shares of Series G preferred stock. On December 24, 2015, the
Company early paid the holders of the 160,000 unconverted shares of Series G preferred stock an aggregate of $160,000.
Series
H Preferred Stock
During
the years ended December 31, 2015 and 2014, the Company issued 160,000 and 0 shares of Series H convertible preferred stock, respectively,
with a par value of $0.001 per share.
On
December 31, 2015 and upon notice provided by the holder to the Company, a holder has the right to convert, at face value per
share, all or any portion of their Series H preferred shares into shares of our common stock on the basis of 5,332/100,000 (0.05332)
shares of common stock for each share of Series H preferred stock so converted or if the holder elects to convert on June 30,
2016, such shares shall be converted on the basis of 0.1 share of common stock for each share of Series H Preferred Stock. The
holder of the shares is also entitled to vote at a ratio of 0.13 votes for each share of preferred stock. Any time after June
30, 2016, the Company also has the right to redeem the shares at a redemption value of $1 per share.
Effective
December 31, 2015, holders of an aggregate of 160,000 shares of Series H preferred stock notified the Company of their intent
to convert their Series H shares into shares of common stock. On December 31, 2015, the Company issued an aggregate of 8,531 shares
of common stock to such Series H holders.
The
difference between income tax expense attributable to continuing operations and the amount of income tax expense that would result
from applying domestic federal statutory rates to pre-tax income (loss) is mainly related to an increase in the valuation allowance.
Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amount expected to be realized.
Deferred income tax assets are mainly related to net operating loss carryforwards.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER
31, 2015 AND 2014
Management
has chosen to take a 100% valuation allowance against the deferred income tax asset until such time as management believes that
its projections of future profits make the realization of the deferred income tax assets more likely than not. Significant judgment
is required in the evaluation of deferred income tax benefits and differences in future results from management’s estimates
could result in material differences.
As
of December 31, 2015, the Company has a net loss carryforward of approximately $16 million that may potentially be used to offset
future Federal taxable income. This net loss carryforward will expire through 2035. In the event of statutory ownership changes,
the amount of net operating loss carryforward that may be utilized in future years is subject to significant limitations.
The
Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making
this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination,
based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities.
The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest
and penalties totaled $0 for the years ended December 31, 2015 and 2014. The Company files income tax returns with the Internal
Revenue Service (“IRS”) and the states of Alabama, Arizona, California, Florida, Georgia, Illinois, Kentucky, Louisiana,
Missouri, Nevada, New Jersey, New Mexico, Oregon, Pennsylvania, Texas, Utah and Virginia. All of the Company’s tax filings
are still subject to examination. The Company’s net operating loss carryforwards are subject to IRS examination until they
are fully utilized and such tax years are closed.
We
utilize FASB ASC 740-10, “Income Taxes” which requires the recognition of deferred tax assets and liabilities for
the expected future tax consequences of events that have been included in the financial statements or tax returns.
Under
this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases
of assets and liabilities and their financial reporting amounts at each year end based on enacted tax laws and statutory tax rates
applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established,
when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents
the tax payable for the period and the change during the period in deferred tax assets and liabilities.
The
components of the income tax provision for fiscal year 2015 and 2014 were as follows:
|
|
|
2015
|
|
|
2014
|
|
Current
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
$
|
0
|
|
|
$
|
0
|
|
State
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
0
|
|
|
|
0
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
|
0
|
|
|
|
0
|
|
State
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$
|
0
|
|
|
$
|
0
|
|
A
reconciliation of the expected income tax (benefit) computed using the federal statutory income tax rate to the Company’s
effective income tax rate is as follows for fiscal year 2015 and 2014:
|
|
2015
|
|
|
2014
|
|
Income tax computed at federal
statutory tax rate
|
|
|
-34.0
|
%
|
|
|
-34.0
|
%
|
Non-deductible expenses
|
|
|
0.0
|
|
|
|
0.6
|
|
Change in Valuation
allowance
|
|
|
34.0
|
|
|
|
33.4
|
|
Total
|
|
|
0
|
%
|
|
|
0
|
%
|
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER
31, 2015 AND 2014
Significant
components of the Company’s deferred tax assets and liabilities for income taxes for the fiscal years ended December 31,
2015 and 2014 are as follows:
|
|
2015
|
|
|
2014
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
Provision for credit losses
|
|
$
|
335,000
|
|
|
$
|
200,000
|
|
Deferred rent
|
|
|
4,000
|
|
|
|
10,000
|
|
Intangible assets
|
|
|
425,000
|
|
|
|
460,000
|
|
Net Operating
loss carryforwards
|
|
|
5,650,000
|
|
|
|
3,800,000
|
|
Total deferred tax assets
|
|
|
6,414,000
|
|
|
|
4,470,000
|
|
Less: Valuation
allowance
|
|
|
(6,414,000
|
)
|
|
|
(4,470,000
|
)
|
Net
deferred tax assets
|
|
$
|
0
|
|
|
$
|
0
|
|
8.
|
CONCENTRATION
OF CREDIT RISK
|
The
Company’s portfolio of finance receivables is with consumers living throughout Alabama, Arizona, California, Florida, Georgia,
Illinois, Kentucky, Louisiana, Missouri, Nevada, New Jersey, New Mexico, Oregon, Pennsylvania, Texas, Utah, and Virginia and consequently
such consumers’ ability to honor their installment contracts may be affected by economic conditions in these areas.
The
Company maintains cash at financial institutions which may, at times, exceed federally insured limits.
At
December 31, 2015 the company had cash and cash equivalents exceeding insured limits by $242,525.
9.
|
COMMITMENTS
AND CONTINGENCIES
|
Operating
Leases
The
Company leases its operating facilities under non-cancelable operating leases that expire through September 2016. Total rent expense
for the years ended December 31, 2015 and 2014 was $244,621 and $250,744, respectively. The Company is responsible for certain
operating expenses in connection with these leases. The future minimum rental payments required under non-cancelable operating
leases as of December 31, 2015 is $125,192 to be paid within the next twelve months.
The
Company subleased the Chicago office in September 2014 and is currently looking to sublease the remaining two unused offices which
could reduce future required rental payments.
Legal
Matters
From
time to time, the Company may be involved in legal proceedings in the normal course of its business. The Company is not involved
in any legal proceedings at the present time.
Professional
Consulting Contract
The
Company has a professional consulting contract with its Chief Executive Officer (“CEO”), according to which, the Company
paid $1 million and health insurance plus a bonus of $300,000 for the year ended December 31, 2015 ($220,079 of the bonus was
offset against common stock subscription and $4,921 offset against CEO advance). The Company is obligated to pay its CEO $1,000,000
annually plus health insurance, with a discretionary bonus to be determined by the IEG Holdings Corporation Board on December
31, 2015. The Board amended the contract as of September 30, 2015 and elected to pay $225,000 of the yearly discretionary bonus
on September 30, 2015. In addition, the IEG Holdings’ board of directors authorized a final portion in the amount of $75,000
of the 2015 bonus to be paid to Mr. Mathieson on December 31, 2015 for services previously rendered by Mr. Mathieson from October
1, 2015 to December 31, 2015.
Regulatory
Requirements
State
statutes authorizing the Company’s products and services typically provide state agencies that regulate banks and financial
institutions with significant regulatory powers to administer and enforce the law. Under statutory authority, state regulators
have broad discretionary power and may impose new licensing requirements, interpret or enforce existing regulatory requirements
in different ways, or issue new administrative rules. In addition, when the staff of state regulatory bodies change, it is possible
that the interpretations of applicable laws and regulations may also change.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER
31, 2015 AND 2014
Net
Profit Interest
The
Company has a net profit interest agreement with its lender, under which the Company pays 20% of its subsidiary IEC SPV LLC’s
net profit to the lender (see note 4).
10.
|
RELATED
PARTY TRANSACTIONS
|
Chief
Executive Officer
Compensation
to our Chief Executive Officer under the Professional Consulting Contract totaled $1,300,000 for the year ended December 31, 2015.
$220,079 was offset against common stock subscription and $4,921 against CEO advance. Compensation to our Chief Executive Officer
under the Professional Consulting Contract totaled $1,300,000 for the year ended December 31, 2014, of which $1,000,000 was offset
against common stock subscription and $85,989 was offset against preferred stock subscription. The balance of deferred salary
amounted to $106,588 at December 31, 2014.
Chief
Operating Officer
Compensation
to our Chief Operating Officer totaled $250,000 for the year ended December 31, 2015. $20,000 was offset against common stock
subscription. Compensation to our Chief Operating Officer totaled $220,000 for the year ended December 31, 2014.
VP
Corporate Finance
Compensation
to our VP Corporate Finance totaled $121,721 for the year ended December 31, 2015, of which $14,029 was offset against common
stock subscription. Compensation to our VP Corporate Finance totaled $155,573 for the year ended December 31, 2014, of which $67,112
was offset against common stock subscription.
Consulting
Fees
During
the years ended December 31, 2015 and December 31, 2014, the Company incurred director and consulting fees totaling $27,500 and
$29,538, respectively, to Gilmour & Company Pty Ltd., which is owned by Ian Gilmour, a director of IEG Holdings Corporation.
During
the years ended December 31, 2015 and December 31, 2014, the Company incurred director fees totaling $27,500 and $0, respectively,
to Matthew Banks, who is a director of IEG Holdings Corporation. $20,000 of the $27,500 consulting fees incurred in year ended
December 31, 2015 was paid, with the remaining $7,500 offset as consideration for common stock subscriptions by Ian Banks (Matthew
Bank’s father).
During
the years ended December 31, 2015 and December 31, 2014, the Company incurred director fees totaling $27,500 and $0, respectively
to R & H Nominees Pty Ltd which is owned by Harold Hansen, who is a director of IEG Holdings Corporation.
During
the years ended December 31, 2015 and December 31, 2014, the Company incurred director and consulting fees totaling $4,500 and
$20,000 to Comms Watch Pty Ltd, which is owned by Damien Mathieson, the brother of our Chief Executive Officer.
During
the years ended December 31, 2015 and December 31, 2014, the Company incurred consulting fees totaling $318,857 and $321,951,
respectively, to Clem Tacca, who is a shareholder of IEG Holdings Corporation, and related entities.
During
the years ended December 31, 2015 and December 31, 2014, the Company incurred consulting fees totaling $66,098 and $22,000, respectively,
to Ascendant SC Pty Ltd, which is a shareholder of IEG Holdings Corporation. $25,000 of the consulting fees incurred were offset
as consideration for Series G Preferred Stock on June 19, 2015 and $10,000 of the consulting fees incurred were offset as consideration
for common stock subscriptions at December 31, 2015.
During
the years ended December 31, 2015 and December 31, 2014, the Company incurred consulting fees totaling $419,204 and $150,473,
respectively, to Frank Wilkie, who is a shareholder of IEG Holdings Corporation, and related entities. $70,250 of the $419,204
consulting fees incurred in the year ended December 31, 2015 was paid, with $224,500 offset as consideration for Series G Preferred
Stock on June 19, 2015 and $124,454 offset as consideration for common stock subscriptions.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER
31, 2015 AND 2014
During
the years ended December 31, 2015 and December 31, 2014, the Company incurred consulting fees totaling $75,000 and $0, respectively,
to Judith Willoughby, who is a shareholder of IEG Holdings Corporation, and related entities. $55,000 of the $75,000 consulting
fees incurred in the year ended December 31, 2015 was paid, with the remaining $20,000 offset as consideration for common stock
subscriptions.
11.
|
RIGHTS
OFFERING AND CHANGE IN CONVERSION RATIO OF PREFERRED SHARES
|
Effective
August 3, 2015 and December 1, 2015, the Company commenced rights offerings to certain of its existing stockholders. Pursuant
to the terms of the Series A preferred stock, the Series F preferred stock, the Series G preferred stock and the Series H preferred
stock, as a result of the Company’s commencement of the rights offerings, the Company adjusted the conversion ratio applicable
to each series of preferred stock.
On
September 10, 2015, the Company filed articles of amendment to its amended and restated articles of incorporation, as amended,
with the Secretary of State of Florida. The articles of amendment had the effect of adjusting the conversion ratios of the Series
A, Series F, Series G and Series H preferred stock to account for the Company’s offering to existing stockholders of the
Company commenced August 3, 2015 and removing references to conversion on June 30, 2015 for Series F and Series G preferred stock:
|
(i)
|
Adjusting
the conversion ratio of the Series A preferred stock from 0.4 to 0.8 shares of common stock for each Series A preferred stock;
|
|
|
|
|
(ii)
|
Adjusting
the conversion ratio of the Series F preferred stock from 3,333/100,000 (0.03333) to 6,666/100,000 (0.06666) shares of common
stock for each Series F preferred stock;
|
|
|
|
|
(iii)
|
Adjusting
the conversion ratio of the Series G preferred stock from 2,000/100,000 (0.02000) to 4,000/100,000 (0.04000) shares of common
stock for each Series G preferred stock; and
|
|
|
|
|
(iv)
|
Adjusting
the conversion ratio of the Series H preferred stock from 1,333/100,000 (0.01333) to 2,666/100,000 (0.02666) shares of common
stock for each Series H preferred stock.
|
On
December 1, 2015, the Company filed articles of amendment to its amended and restated articles of incorporation, as amended, with
the Secretary of State of Florida. The articles of amendment had the effect of adjusting the conversion ratios of the Series A,
Series F, Series G and Series H preferred stock to account for the Company’s offering to existing stockholders of the Company
commenced December 1, 2015:
|
(i)
|
Adjusting
the conversion ratio of the Series A preferred stock from 0.8 to 1.6 shares of common stock for each Series A preferred stock;
|
|
|
|
|
(ii)
|
Adjusting
the conversion ratio of the Series F preferred stock from 6,666/100,000 (0.06666) to 13,332/100,000 (0.13332) shares of common
stock for each Series F preferred stock;
|
|
|
|
|
(iii)
|
Adjusting
the conversion ratio of the Series G preferred stock from 4,000/100,000 (0.04000) to 8,000/100,000 (0.08000) shares of common
stock for each Series G preferred stock; and
|
|
|
|
|
(iv)
|
Adjusting
the conversion ratio of the Series H preferred stock from 2,666/100,000 (0.02666) to 5,332/100,000 (0.05332) shares of common
stock for each Series H preferred stock.
|
12.
|
RESTATEMENT
OF FINANCIAL STATEMENTS
|
The
financial statements have been restated to retroactively reflect the 1-for-100 reverse stock split that took effect June 17, 2015.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
DECEMBER
31, 2015 AND 2014
On
January 1, 2016, pursuant to the terms of the Company’s Series G preferred stock, the Company exercised its right to redeem
all of the unconverted outstanding shares of Series G preferred. On December 24, 2015, the Company early paid the holders of the
160,000 unconverted shares of Series G preferred stock an aggregate of $160,000. Following the redemption of the unconverted shares
of Series G preferred stock, no shares of Series G preferred stock were outstanding.
On
January 8, 2016, we filed articles of amendment to our amended and restated articles of incorporation, as amended, with the Secretary
of State of Florida. The articles of amendment had the effect of adjusting the conversion ratios of the Series A and Series H
preferred stock to account for the Company’s offering to existing stockholders of the Company commenced January 8, 2016:
|
(i)
|
Adjusting
the conversion ratio of the Series A preferred stock from 1.6 to 3.2 shares of common stock for each Series A preferred stock;
and
|
|
|
|
|
(ii)
|
Adjusting
the conversion ratio of the Series H preferred stock from 5,332/100,000 (0.05332) to one share of common stock for each Series
H preferred stock.
|
On
January 14, 2016, we filed a Preliminary Schedule 14C Information Statement with the Securities and Exchange Commission, in connection
with the approval of articles of amendment to our amended and restated articles of incorporation, as amended, by our Board of
Directors and the holder of a majority of the voting power of the issued and outstanding capital stock of the Company, to, on
the Effective Date (as defined below), (i) effect a reverse stock split of the issued and outstanding shares of the common stock,
at the ratio of 1-for-100, (ii) immediately after the reverse stock split, effect a forward stock split on a 100-for-1 share basis
of the issued and outstanding common stock and reduce the number of authorized shares of common stock from 3,000,000,000 to 200,000,000,
and (iii) immediately prior to the reverse stock split, pay in cash to those shareholders holding fewer than 100 shares of common
stock, instead of issuing fractional shares, an amount per share equal to the average closing price per share of the common stock
on the OTCQB, averaged over a period of 30 consecutive calendar days ending on (and including) the date of the Effective Date,
without interest. The articles of amendment will be effective upon their filing with the Secretary of State of Florida which will
occur approximately, but not less than, 20 days after the definitive information statement is mailed to the shareholders of the
Company (“Effective Date”).
On
January 22, 2016, the Company issued an aggregate of 370 shares of the Company’s common stock at a price of $50.00 per share
to certain of its existing stockholders for receipt of an aggregate of $18,500. These securities were issued in reliance upon
the exemptions provided by Regulation S promulgated pursuant to the Securities Act. The issuances involved offers and sales of
securities outside the United States. The offers and sales were made in offshore transactions and no directed selling efforts
were made by the issuer, a distributor, their affiliates or any persons acting on their behalf.
On
January 25, 2016, the Company filed a Form S-1 Registration Statement to offer to the public up to 100,000 common shares at $50.00
per share.
14.
SUBSEQUENT EVENT – RESTATEMENT FOR THE REVERSE/FORWARD STOCK SPLIT
On
October 27, 2016, the Company effected a reverse stock split of its outstanding shares of common stock, at the ratio of 1-for-1,000
(the “Reverse Split”). Also on October 27, 2016, immediately following the completion of the Reverse Split, the Company
effected a forward stock split on a 100-for-1 share basis. On the same date, the Company also reduced the number of authorized
shares of common stock from 200,000,000 to 40,000,000. The financial statements at December 31, 2015 and 2014 have been retroactively
restated to reflect this split.
IEG
HOLDINGS CORPORATION
CONDENSED CONSOLIDATED
BALANCE SHEETS
SEPTEMBER 30, 2016 AND DECEMBER 31, 2015
|
|
September
30, 2016
|
|
|
December
31, 2015
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
924,552
|
|
|
$
|
485,559
|
|
Loans receivable,
net, note 2
|
|
|
7,250,691
|
|
|
|
7,124,702
|
|
Other receivables
|
|
|
141,325
|
|
|
|
76,262
|
|
Prepaid expenses
|
|
|
3,663
|
|
|
|
7,276
|
|
Property and equipment,
net, note 3
|
|
|
20,895
|
|
|
|
28,511
|
|
Security
deposits
|
|
|
7,470
|
|
|
|
35,839
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
8,348,596
|
|
|
$
|
7,758,149
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts payable
and accrued expenses
|
|
$
|
66,119
|
|
|
$
|
96,441
|
|
Preferred Dividends
Payable
|
|
|
3,317
|
|
|
|
-
|
|
Deferred
rent
|
|
|
-
|
|
|
|
11,522
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
69,436
|
|
|
|
107,963
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES, note
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Preferred stock,
$0.001 par value; 50,000,000 shares authorized, 3,071,000 and 1,160,000 shares issued and outstanding at September 30, 2016
and December 31, 2015 respectively, note 5
|
|
|
3,071
|
|
|
|
1,160
|
|
Common stock, $0.001
par value; 40,000,000 shares authorized, 9,672,723 and 2,887,428 shares issued and outstanding at September 30, 2016 and December
31, 2015 respectively, note 5
|
|
|
2,233,258
|
|
|
|
2,165,405
|
|
Additional paid-in
capital
|
|
|
32,587,991
|
|
|
|
26,025,071
|
|
Prepaid preferred
share redemption
|
|
|
-
|
|
|
|
(160,000
|
)
|
Subscription receivable
|
|
|
(2,977,950
|
)
|
|
|
-
|
|
Accumulated
deficit
|
|
|
(23,567,210
|
)
|
|
|
(20,381,450
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL
STOCKHOLDERS’ EQUITY
|
|
|
8,279,160
|
|
|
|
7,650,186
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
8,348,596
|
|
|
$
|
7,758,149
|
|
*The
condensed consolidated unaudited Financial Statements have been retroactively restated to reflect the 1-for-100 reverse split
that occurred on June 17, 2015 and the net 1-for-10 reverse split that occurred on October 27, 2016, see note 5
See
notes to condensed consolidated unaudited Financial Statements
IEG
HOLDINGS CORPORATION
CONDENSED CONSOLIDATED UNAUDITED
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER
30, 2016 AND 2015
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
|
|
September
30, 2016
|
|
|
September
30, 2015
|
|
|
September
30, 2016
|
|
|
September
30, 2015
|
|
REVENUES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
revenue
|
|
$
|
547,551
|
|
|
$
|
520,373
|
|
|
$
|
1,586,723
|
|
|
$
|
1,298,112
|
|
Other
revenue
|
|
|
10,000
|
|
|
|
9,894
|
|
|
|
41,156
|
|
|
|
29,217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
REVENUES
|
|
|
557,551
|
|
|
|
530,267
|
|
|
|
1,627,879
|
|
|
|
1,327,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and compensation
|
|
|
397,795
|
|
|
|
718,532
|
|
|
|
1,207,124
|
|
|
|
1,551,382
|
|
Other operating
expenses
|
|
|
315,368
|
|
|
|
329,441
|
|
|
|
1,134,836
|
|
|
|
905,721
|
|
Consulting
|
|
|
414,443
|
|
|
|
282,189
|
|
|
|
867,723
|
|
|
|
905,002
|
|
Provision for credit
losses
|
|
|
257,907
|
|
|
|
213,611
|
|
|
|
1,000,344
|
|
|
|
793,619
|
|
Advertising
|
|
|
92,593
|
|
|
|
211,828
|
|
|
|
313,902
|
|
|
|
527,452
|
|
Rent
|
|
|
47,373
|
|
|
|
57,372
|
|
|
|
154,838
|
|
|
|
187,975
|
|
Travel, meals and
entertainment
|
|
|
13,085
|
|
|
|
25,718
|
|
|
|
139,253
|
|
|
|
101,628
|
|
Depreciation
and amortization
|
|
|
3,212
|
|
|
|
4,192
|
|
|
|
7,045
|
|
|
|
12,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
OPERATING EXPENSES
|
|
|
1,541,776
|
|
|
|
1,842,883
|
|
|
|
4,825,065
|
|
|
|
4,984,986
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM OPERATIONS
|
|
|
(984,225
|
)
|
|
|
(1,312,616
|
)
|
|
|
(3,197,186
|
)
|
|
|
(3,657,657
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME (EXPENSE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
-
|
|
|
|
(122,225
|
)
|
|
|
-
|
|
|
|
(596,452
|
)
|
Miscellaneous
income (expense)
|
|
|
(324
|
)
|
|
|
14,506
|
|
|
|
11,426
|
|
|
|
14,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
OTHER INCOME (EXPENSE)
|
|
|
(324
|
)
|
|
|
(107,719
|
)
|
|
|
11,426
|
|
|
|
(581,696
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$
|
(984,549
|
)
|
|
$
|
(1,420,335
|
)
|
|
$
|
(3,185,760
|
)
|
|
$
|
(4,239,353
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends on preferred shares
|
|
|
(1,875
|
)
|
|
|
(61,045
|
)
|
|
|
(33,235
|
)
|
|
|
(204,526
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders
|
|
|
(986,424
|
)
|
|
|
(1,481,380
|
)
|
|
|
(3,218,995
|
)
|
|
|
(4,443,879
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable
to common stock per share, basic and diluted *
|
|
$
|
(0.10
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
(1.97
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding, basic and
|
|
|
9,570,221
|
|
|
|
2,451,888
|
|
|
|
7,332,923
|
|
|
|
2,257,112
|
|
*The
condensed consolidated unaudited Financial Statements have been retroactively restated to reflect the 1-for-100 reverse split
that occurred on June 17, 2015 and the net 1-for-10 reverse split that occurred on October 27, 2016, see note 5
See
notes to condensed consolidated unaudited Financial Statements
IEG
HOLDINGS CORPORATION
CONDENSED CONSOLIDATED UNAUDITED
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM JANUARY 1, 2015 THROUGH SEPTEMBER
30, 2016
|
|
|
|
|
|
|
|
|
|
Preferred
Stock
|
|
|
|
Additional
|
|
|
|
Prepaid
Preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
|
Series
A
|
|
|
Series
F
|
|
|
Series
G
|
|
|
Series
H
|
|
|
|
Paid-in
|
|
|
|
Share
|
|
|
|
Subscription
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Capital
|
|
|
|
Redemption
|
|
|
|
Receivable
|
|
|
|
Deficit
|
|
|
|
Total
|
|
Balance, January 1,
2015
|
|
|
2,158,110
|
|
|
$
|
2,158,111
|
|
|
|
1,000,000
|
|
|
$
|
1,000
|
|
|
|
1,400,000
|
|
|
$
|
1,400
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
14,914,705
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(14,683,252
|
)
|
|
$
|
2,391,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Shares at $10.00
|
|
|
432,608
|
|
|
|
4,326
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,321,760
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,326,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Preferred Shares
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
600,000
|
|
|
|
600
|
|
|
|
5,669,500
|
|
|
|
5,670
|
|
|
|
160,000
|
|
|
|
160
|
|
|
|
6,423,071
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,429,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Shares at $50.00
|
|
|
13,437
|
|
|
|
134
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
671,756
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
671,890
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Preferred Shares to Common Shares
|
|
|
283,273
|
|
|
|
2,833
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,000,000
|
)
|
|
|
(2,000
|
)
|
|
|
(5,509,500
|
)
|
|
|
(5,510
|
)
|
|
|
(160,000
|
)
|
|
|
(160
|
)
|
|
|
4,836
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid Preferred Share Redemption
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
160,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(160,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Dividends
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(311,056
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(311,056
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(5,698,198
|
)
|
|
|
(5,698,198
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2015
|
|
|
2,887,428
|
|
|
$
|
2,165,405
|
|
|
|
1,000,000
|
|
|
$
|
1,000
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
160,000
|
|
|
$
|
160
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
26,025,071
|
|
|
$
|
(160,000
|
)
|
|
$
|
—
|
|
|
$
|
(20,381,450
|
)
|
|
$
|
7,650,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid Preferred Share Redemption
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(160,000
|
)
|
|
|
(160
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(159,840
|
)
|
|
|
160,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Shares of $50.00
|
|
|
370
|
|
|
|
4
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
18,496
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
18,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Preferred Shares
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,071,000
|
|
|
|
3,071
|
|
|
|
3,067,929
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,071,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Preferred Shares to Common Shares
|
|
|
6,400,000
|
|
|
|
64,000
|
|
|
|
(1,000,000
|
)
|
|
|
(1,000
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(
63,000
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Shares at $10.00
|
|
|
386,718
|
|
|
|
3,867
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,863,321
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,867,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Buyback of Shares
|
|
|
(1,793
|
)
|
|
|
(18
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(130,751
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(130,769
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Dividends
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(33,235
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(33,235
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subscription Receivable
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(2,977,950
|
)
|
|
|
—
|
|
|
|
(2,977,950
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(3,185,760
|
)
|
|
|
(3,185,760
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2016
|
|
|
9,672,723
|
|
|
$
|
2,233,258
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
3,071,000
|
|
|
$
|
3,071
|
|
|
$
|
32,587,991
|
|
|
$
|
—
|
|
|
$
|
(2,977,950
|
)
|
|
$
|
(23,567,210
|
)
|
|
$
|
8,279,160
|
|
*The
condensed consolidated unaudited Financial Statements have been retroactively restated to reflect the 1-for-100 reverse split
that occurred on June 17, 2015 and the net 1-for-10 reverse split that occurred on October 27, 2016, see note 5
See
notes to condensed consolidated unaudited Financial Statements
IEG
HOLDINGS CORPORATION
CONDENSED CONSOLIDATED UNAUDITED
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015
|
|
September
30, 2016
|
|
|
September
30, 2015
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(3,185,760
|
)
|
|
$
|
(4,239,353
|
)
|
Adjustments to reconcile
net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Provision for credit
losses
|
|
|
1,000,344
|
|
|
|
793,619
|
|
Depreciation and
amortization
|
|
|
7,045
|
|
|
|
12,207
|
|
Amortization of
loan costs
|
|
|
-
|
|
|
|
77,781
|
|
Loss on disposal
of assets
|
|
|
571
|
|
|
|
-
|
|
Changes in assets
- (increase) decrease:
|
|
|
|
|
|
|
|
|
Other receivables
|
|
|
(65,063
|
)
|
|
|
(81,073
|
)
|
Prepaid expenses
|
|
|
3,613
|
|
|
|
(10,384
|
)
|
Deposits
|
|
|
28,369
|
|
|
|
3,490
|
|
Changes in liabilities
- increase (decrease):
|
|
|
|
|
|
|
|
|
Accounts payable
and accrued expenses
|
|
|
126,678
|
|
|
|
410,048
|
|
Deferred rent
|
|
|
(11,522
|
)
|
|
|
(12,786
|
)
|
Deferred
salary
|
|
|
-
|
|
|
|
97,724
|
|
|
|
|
|
|
|
|
|
|
NET
CASH USED IN OPERATING ACTIVITIES
|
|
|
(2,095,725
|
)
|
|
|
(2,948,727
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Loans receivable
originated
|
|
|
(2,695,000
|
)
|
|
|
(4,271,850
|
)
|
Loans receivable
repaid
|
|
|
1,568,668
|
|
|
|
1,034,328
|
|
Purchase
of property & equipment
|
|
|
-
|
|
|
|
(19,117
|
)
|
|
|
|
|
|
|
|
|
|
NET
CASH USED IN INVESTING ACTIVITIES
|
|
|
(1,126,332
|
)
|
|
|
(3,256,639
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Preferred dividends
paid
|
|
|
(29,917
|
)
|
|
|
(217,888
|
)
|
Proceeds from short-term
loans
|
|
|
-
|
|
|
|
400,000
|
|
Payments on short-term
loans
|
|
|
-
|
|
|
|
(400,000
|
)
|
Repayment of senior
debt
|
|
|
-
|
|
|
|
(2,230,000
|
)
|
Deposit on preferred
shares to be issued
|
|
|
-
|
|
|
|
60,000
|
|
Payments for buyback
of common stock
|
|
|
(130,769
|
)
|
|
|
-
|
|
Proceeds from issuance
of preferred stock
|
|
|
93,050
|
|
|
|
5,940,000
|
|
Proceeds
from issuance of common stock
|
|
|
3,728,686
|
|
|
|
3,917,524
|
|
|
|
|
|
|
|
|
|
|
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
3,661,050
|
|
|
|
7,469,636
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE)
IN CASH AND CASH EQUIVALENTS
|
|
|
438,993
|
|
|
|
1,264,270
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTS, BEGINNING OF YEAR
|
|
|
485,559
|
|
|
|
433,712
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH
EQUIVALENTS, END OF YEAR
|
|
$
|
924,552
|
|
|
$
|
1,697,982
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
|
|
Interest
paid in cash
|
|
$
|
-
|
|
|
$
|
504,500
|
|
Income
taxes paid in cash
|
|
$
|
-
|
|
|
$
|
-
|
|
Issuance
of stock in lieu of repayment of accrued compensation
|
|
$
|
-
|
|
|
$
|
261,608
|
|
Issuance
of preferred stock in lieu of consulting fees
|
|
$
|
-
|
|
|
$
|
279,500
|
|
Issuance
of common stock in lieu of consulting fees
|
|
$
|
157,000
|
|
|
$
|
146,954
|
|
See
notes to condensed consolidated unaudited Financial Statements
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER
30, 2016
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
The
quarterly report on Form 10-Q for the quarter ended September 30, 2016 should be read in conjunction with the Company’s
financial statements for the year ended December 31, 2015, contained in the Company’s annual report on Form 10-K for the
fiscal year ended December 31, 2015 as filed with the Securities and Exchange Commission (the “SEC”) on February 18,
2016. As contemplated by the SEC under Article 8 of Regulation S-X, the accompanying financial statements and footnotes have been
condensed and therefore do not contain all disclosures required by generally accepted accounting principles. The interim financial
data are unaudited, however in the opinion of IEG Holdings Corporation (“we, “our”, “us”) the interim
data includes all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of results for
the interim periods. Results of interim periods are not necessarily indicative of those to be expected for the full year.
Nature
of Business
The
principal business activity of the Company is providing unsecured $5,000 and $10,000 consumer loans over a five-year term through
its subsidiaries Investment Evolution Corporation and IEC SPV, LLC. The loans are offered under the consumer brand “Mr.
Amazing Loans”. The Company is headquartered in Las Vegas, Nevada and originates consumer loans in the states of Alabama,
Arizona, California, Florida, Georgia, Illinois, Kentucky, Louisiana, Missouri, Nevada, New Jersey, New Mexico, Oregon, Pennsylvania,
Texas, Utah, and Virginia via its online platform and distribution network. The Company is a licensed direct lender with state
licenses and/or certificates of authority to lend in these 17 states and offers all loans within the prevailing statutory rates.
Basis
of Accounting
These
consolidated financial statements include the operations of IEG Holdings Corporation and its wholly-owned subsidiaries, Investment
Evolution Corporation and IEC SPV, LLC (collectively, the “Company”). All inter-company transactions and balances
have been eliminated in consolidation.
The
Company’s accounting and reporting policies are in accordance with U.S. generally accepted accounting principles and conform
to general practices within the consumer finance industry.
The
consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United
States of America. The accompanying consolidated financial statements do not include any adjustments to reflect any possible future
effects on the recoverability and classification of assets or the amounts and classification of liabilities.
Liquidity
The
principal conditions/events that raise substantial doubt of the company’s ability to meet its obligations are i) the Company
has reported recurring losses and ii) the Company has not yet generated positive net cash flows from operations. However, the
Company has increased its revenue, management’s plans for the next 12 months alleviate the substantial doubt and management
evaluates that as a result of these plans the Company can meet all its obligations through October 2017. Without raising additional
debt or equity capital, management’s plans include reducing advertising costs to significantly reduce loan originations
and related loan processing costs. There would also be a significant reduction in consulting and professional fees without additional
capital being raised. Management’s plans also include utilizing the funds received from loan principal repayments for operating
expenses rather than investing in loan origination. In addition, significant core operating costs have been cut from the Company
in 2016 including reducing the number of employees from 12 to 7 due to increased automation of loan origination processes and
reducing the number of office leases from 4 to 1 in the past quarter as old leases expired. While the Company has sufficient cash
on hand at September 30, 2016 combined with anticipated cash flow from loan repayments to continue operations for at least 12
months, the Company intends, over the next 12 months, to seek additional capital via unsecured notes to expand operations and
the Company has shown the capacity to raise substantial equity capital over the past few years and, although not the current plan,
could seek additional equity capital if required.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER
30, 2016
Use
of Estimates
The
preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the reported amounts and disclosures. Management
uses its historical records and knowledge of its business in making these estimates. Accordingly, actual results may differ from
these estimates.
Cash
and Cash Equivalents
For
the purpose of the statement of cash flows, the Company considers cash equivalents to include short-term, highly liquid investments
with an original maturity of three months or less.
Loans
Receivable and Interest Income
The
Company is licensed to originate consumer loans in the states of Alabama, Arizona, California, Florida, Georgia, Illinois, Kentucky,
Louisiana, Missouri, Nevada, New Jersey, New Mexico, Oregon, Pennsylvania, Texas, Utah, and Virginia. During the nine months ended
September 30 2016 and 2015, the Company originated $5,000 and $10,000 loans over a five year term. The Company offers its loans
at or below the prevailing statutory rates. Loans are carried at the unpaid principal amount outstanding, net of an allowance
for credit losses.
The
Company calculates interest revenue using the interest yield method. Charges for late payments are credited to income when collected.
Accrual
of interest income on loans receivable is suspended when no payment has been received on account for 91 days or more on a contractual
basis, at which time a loan is considered delinquent. Payments received on nonaccrual financing loans are first applied to the
unpaid accrued interest and then principal. Loans are returned to active status and accrual of interest income is resumed when
all of the principal and interest amounts contractually due are brought current; at which time management believes future payments
are reasonably assured. At September 30, 2016, 97 loans with a total balance of $433,781 were delinquent or in default.
Allowance
for Credit Losses
The
Company maintains an allowance for credit losses due to the fact that it is probable that a portion of the loans receivable will
not be collected. The allowance is estimated by management based on various factors, including specific circumstances of the individual
loans, management’s knowledge of the industry, and the experience and trends of other companies in the same industry.
Our
portfolio of loans receivable consists of a large number of relatively small, homogenous accounts. The allowance for credit losses
is determined using a systematic methodology, based on a combination of historical bad debt of comparable companies. Impaired
loans are considered separately and 100% charged off.
The
allowance for credit losses is primarily based upon models that analyze specific portfolio statistics and also reflect, management’s
judgment regarding overall accuracy. We take into account several factors, including the customer’s transaction history,
specifically the timeliness of customer payments, the remaining contractual term of the loan, and the outstanding balance of the
loan.
Impaired
Loans
The
Company assesses loans for impairment individually when a loan is 91 days past due. The Company defines impaired loans as bankrupt
accounts and accounts that are 184 days or more past due. In accordance with the Company’s charge-off policy, once a loan
is deemed uncollectible, 100% of the remaining balance is charged-off. Loans can also be charged off when deemed uncollectable
due to consumer specific circumstances.
The
Company does not accrue interest on impaired loans and any recoveries of impaired loans are recorded to the allowance for credit
losses. Changes in the allowance for credit losses are recorded as operating expenses in the accompanying statement of operations.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER
30, 2016
Property
and Equipment
Property
and equipment are stated at cost. Depreciation and amortization are being provided using the straight-line method over the estimated
useful lives of the assets as follows:
Classification
|
|
|
Life
|
|
Computer equipment
|
|
|
5
years
|
|
Furniture and fixtures
|
|
|
5-8
years
|
|
The
Company amortizes its leasehold improvements over the shorter of their economic lives, which are generally five years, or the
lease term that considers renewal periods that are reasonably assured. Expenses for repairs and maintenance are charged to expense
as incurred, while renewals and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated
depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statement of operations.
Operating
Lease
The
Company’s office lease in Las Vegas expires (unless renewed) on September 30, 2017.
Income
Taxes
We
account for income taxes using the liability method in accordance with FASB Accounting Standards Codification (“ASC”)
740 “Income Taxes”. To date, no current income tax liability has been recorded due to our accumulated net losses.
Deferred income tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts
of assets and liabilities and the amounts that are reported in the income tax returns. Our net deferred income tax assets have
been fully reserved by a valuation allowance due to the uncertainty of our ability to realize future taxable income and to recover
our net deferred income tax assets.
Advertising
Costs
Advertising
costs are expensed as incurred. Advertising costs amounted to $313,902 and $527,452 for the nine months ended September 30, 2016
and 2015, respectively. Advertising costs amounted to $92,593 and $211,828 for the three months ended September 30, 2016 and 2015,
respectively.
Earnings
and Loss per Share
The
Company computes net earnings (loss) per share in accordance with ASC 260-10 that establishes standards for computing and presenting
net earnings (loss) per shares. Basic earnings (loss) per share are computed by dividing net income (loss) attributed to common
shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed
similar to basic earnings per share except that the denominator is increased to include the number of additional common shares
that would have been outstanding if the potential common shares, if any, had been issued and if the additional common shares were
dilutive. Basic and diluted loss per share has been adjusted retroactively for the 1-for-100 reverse split that occurred on June
17, 2015 and for the net 1-for-10 reverse split that occurred on October 27, 2016.
Reclassifications
Certain
numbers from the prior period have been reclassified to conform to the current year presentation.
Fair
Value of Financial Instruments
The
Company has adopted guidance issued by the FASB that defines fair value, establishes a framework for measuring fair value in accordance
with existing generally accepted accounting principles, and expands disclosures about fair value measurements. Assets and liabilities
recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the
inputs used to measure their fair value. The categories are as follows:
|
●
|
Level
I – Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.
|
|
|
|
|
●
|
Level
II – Inputs, other than quoted prices included in Level I that are observable for the asset or liability through corroboration
with market data at the measurement date.
|
|
|
|
|
●
|
Level
III – Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing
the asset or liability at the measurement date.
|
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER
30, 2016
At
September 30, 2016 and 2015, the only financial instruments that are subject to these classifications are cash and cash equivalents,
which are considered Level I assets.
Carrying
amounts reported in the consolidated balance sheets for other receivables, accounts payable, and accrued expenses approximate
fair value because of their immediate or short-term nature. The fair value of borrowings is not considered to be significantly
different than its carrying amount because the stated rates for such debt reflect current market rates and conditions.
2.
LOANS RECEIVABLE
Loans
receivable consisted of the following at September 30, 2016 and December 31, 2015:
|
|
September
30, 2016
|
|
|
December
31, 2015
|
|
Loans receivable
|
|
$
|
8,253,490
|
|
|
$
|
8,110,077
|
|
Allowance for
credit losses
|
|
$
|
(1,002,799
|
)
|
|
$
|
(985,375
|
)
|
Loans receivable, net
|
|
$
|
7,250,691
|
|
|
$
|
7,124,702
|
|
A
reconciliation of the allowance for credit losses consist of the following at September 30, 2016 and December 31, 2015:
|
|
September
30, 2016
|
|
|
December
31, 2015
|
|
Beginning balance, January 1
|
|
$
|
985,375
|
|
|
$
|
596,963
|
|
Provision for credit losses
|
|
$
|
1,000,344
|
|
|
$
|
1,134,518
|
|
Loans charged
off
|
|
$
|
(982,920
|
)
|
|
$
|
(746,106
|
)
|
Ending balance
|
|
$
|
1,002,799
|
|
|
$
|
985,375
|
|
Basis of assessment:
|
|
|
|
|
|
|
|
|
Individually
|
|
$
|
-
|
|
|
$
|
-
|
|
Collectively
|
|
$
|
1,002,799
|
|
|
$
|
985,375
|
|
The
following is an age analysis of past due receivables as of September 30, 2016 and December 31, 2015:
|
|
31-60
Days
Past Due
|
|
|
61-90
Days
Past Due
|
|
|
Greater
than
90 Days
|
|
|
Total
Past
Due
|
|
|
Current
|
|
|
Total
Financing
Receivables
|
|
|
Recorded
Investment
> 90 Days
and
Accruing
|
|
September
30, 2016
|
|
$
|
262,403
|
|
|
$
|
173,539
|
|
|
$
|
433,782
|
|
|
$
|
869,724
|
|
|
$
|
7,383,766
|
|
|
$
|
8,253,490
|
|
|
$
|
433,781
|
|
December
31, 2015
|
|
$
|
157,316
|
|
|
$
|
153,623
|
|
|
$
|
389,431
|
|
|
$
|
700,370
|
|
|
$
|
7,409,707
|
|
|
$
|
8,110,077
|
|
|
$
|
389,431
|
|
The
Company’s primary credit quality indicator is the customer’s Vantage credit score as determined by Experian on the
date of loan origination. The Company does not update the customer’s credit profile during the contractual term of the loan.
The
following is a summary of the loan receivable balance as of September 30, 2016 and December 31, 2015 by credit quality indicator:
Credit
Score
|
|
September
30, 2016
|
|
|
December
31, 2015
|
|
550-575
|
|
$
|
21,619
|
|
|
|
-
|
|
576-600
|
|
$
|
195,543
|
|
|
$
|
149,056
|
|
601-650
|
|
$
|
3,693,022
|
|
|
$
|
3,397,512
|
|
651-700
|
|
$
|
3,166,855
|
|
|
$
|
3,230,308
|
|
701-750
|
|
$
|
938,472
|
|
|
$
|
1,097,225
|
|
751-800
|
|
$
|
168,883
|
|
|
$
|
185,840
|
|
801-850
|
|
$
|
52,813
|
|
|
$
|
31,888
|
|
851-900
|
|
$
|
16,283
|
|
|
$
|
18,248
|
|
|
|
$
|
8,253,490
|
|
|
$
|
8,110,077
|
|
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER
30, 2016
3.
PROPERTY AND EQUIPMENT
At
September 30, 2016 and December 31, 2015, property and equipment consists of the following:
|
|
September
30, 2016
|
|
|
December
31, 2015
|
|
Computer equipment
|
|
$
|
99,556
|
|
|
$
|
111,196
|
|
Furniture and fixtures
|
|
|
21,303
|
|
|
|
21,303
|
|
Leasehold improvements
|
|
|
7,112
|
|
|
|
35,897
|
|
|
|
$
|
127,971
|
|
|
$
|
168,396
|
|
Less accumulated depreciation and amortization
|
|
|
107,076
|
|
|
|
139,885
|
|
Total
|
|
$
|
20,895
|
|
|
$
|
28,511
|
|
Depreciation
of property and equipment amounted to $7,045 and $12,207 during the nine months ended September 30, 2016 and 2015, respectively.
Depreciation of property and equipment amounted to $3,212 and $4,192 during the three months ended September 30, 2016 and 2015,
respectively. Depreciation costs are included in the accompanying statements of operations in operating expenses.
4.
SENIOR DEBT
The
Company had a credit facility that provided for borrowings of up to $10 million with $0 and $0 outstanding at September 30, 2016
and December 31, 2015, respectively, subject to a borrowing base formula. The Company could borrow, at its option, at the rate
of 18% with a minimum advance of $25,000. Proceeds from this credit facility were used to fund loans to consumers. In July 2015,
the credit facility was converted to a term loan, to be repaid monthly, with payments equal to 100% of the consumer loan proceeds,
with the balance due June 1, 2016. The credit facility was repaid in full on August 21, 2015.
The
credit facility remains subject to a net profit interest under which the Company will pay BFG Loan Holdings, LLC, 20% of its subsidiary
IEC SPV, LLC’s “Net Profit” until 10 years from the date the loan is repaid in full (August 2015). Net Profit
is defined as the gross revenue less (i) interest paid on the loan, (ii) payments on any other debt incurred as a result of an
approved Refinance Event, (iii) any costs, fees or commissions paid on the existing credit facility, and (iv) charge-offs to bad
debt resulting from consumer loans and reduced by servicing fee. If the Refinance event shall be approved by BFG Loan Holdings,
LLC and occur as set forth in the agreement, the net profit percentage shall be reduced to 10%. The Net Profit arrangement can
be terminated by the Company upon a payment of $3,000,000. Net profit interest for the nine months ended September 30, 2016 and
2015 were $96,083 and $69,297, respectively. All loans receivable of the Company were pledged as collateral at September 30, 2016
for the fulfillment of the Net Profit calculation. As of September 30, 2016, $58,885 has been paid and $37,198 was fully accrued
for.
5.
STOCKHOLDERS’ EQUITY
On
January 1, 2016, pursuant to the terms of the Company’s Series G preferred stock, the Company exercised its right to redeem
all of the unconverted outstanding shares of Series G preferred stock. On December 24, 2015, the Company early paid the holders
of the 160,000 unconverted shares of Series G preferred stock an aggregate of $160,000. Following the redemption of the unconverted
shares of Series G preferred stock, no shares of Series G preferred stock were outstanding.
On
January 22, 2016, the Company issued an aggregate of 370 shares of the Company’s common stock at a price of $50.00 per share
to a total of two existing stockholders, each of whom resided in Australia, for receipt of an aggregate of $18,500. These securities
were issued in reliance upon the exemptions provided by Regulation S promulgated pursuant to the Securities Act. The issuances
involved offers and sales of securities outside the United States. The offers and sales were made in offshore transactions and
no directed selling efforts were made by the issuer, a distributor, their affiliates or any persons acting on their behalf. An
offering circular was used in connection with this offering.
On
March 22, 2016, the Company issued an aggregate of 3,071,000 shares of the Company’s Series H preferred stock to a total
of 12 existing stockholders, nine of whom resided in Australia and three of whom resided in the United Kingdom, in exchange for
the receipt of $1.00 per share, representing an aggregate purchase price of $3,071,000. These securities were issued in reliance
upon the exemptions provided by Regulation S promulgated pursuant to the Securities Act. The issuances involved offers and sales
of securities outside the United States. The offers and sales were made in offshore transactions and no directed selling efforts
were made by the issuer, a distributor, their affiliates or any persons acting on their behalf. No offering circular was used
in connection with this issuance.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER
30, 2016
On
March 31, 2016, Paul Mathieson, the Company’s Chief Executive Officer and the sole holder of the Company’s Series
A preferred stock notified the Company of his intention to convert all of his Series A preferred stock into Company common stock
pursuant to the terms of the Series A preferred stock. The Company issued an aggregate of 6,400,000 shares of Company common stock
pursuant to the conversion notice. These securities were issued in reliance upon the exemptions provided by Regulation S promulgated
pursuant to the Securities Act. The issuance involved offers and sales of securities outside the United States. The offers and
sales were made in offshore transactions and no directed selling efforts were made by the issuer, a distributor, their affiliates
or any persons acting on their behalf. No offering circular was used in connection with this issuance. Following the conversion,
no shares of Series A preferred stock were outstanding.
On
April 1, 2016, the Company effected a 1-for-100 reverse stock split of its outstanding shares of the common stock. Stockholders
whose shares were converted into less than one share in the reverse stock split received cash payments equal to the fair value
of those fractional interests. As a result, the Company repurchased a total of 1,793 shares of common stock from those stockholders
whose shares of stock were converted into less than one share, for an aggregate purchase price of $130,769. Immediately after
the reverse stock split, on April 1, 2016, the Company effected a 100-for-1 forward stock split and reduced the number of authorized
shares of common stock from 3,000,000,000 to 200,000,000.
On
April 12, 2016, the Company issued an aggregate of 2,000 shares of the Company’s common stock to MZ Group for investor relations
consulting services. The securities issuance was exempt from registration under the Securities Act, in reliance on the exemptions
provided by Section 4(a)(2) and Section 2(a)(3), as applicable under the Securities Act.
On
May 2, 2016, Company issued an aggregate of 243,967 shares of the Company’s common stock at a price of $10.00 per share
to a total of 98 existing stockholders, all of whom resided in Australia, for an aggregate of $2,439,673 of which $87,000 was
paid for in consulting services provided to the company. The securities issuances were exempt from registration under the Securities
Act, in reliance on an exemption provided by Regulation S promulgated pursuant to the Securities Act. The issuances involved offers
and sales of securities outside the United States. The offers and sales were made in offshore transactions and no directed selling
efforts were made by the issuer, a distributor, their affiliates or any persons acting on their behalf. An offering circular was
used in connection with this offering.
On
May 16, 2016, the Company filed articles of amendment (the “May 2016 Amendment”) to its amended and restated articles
of incorporation, as amended. The May 2016 Amendment has the effect of:
|
(i)
|
Eliminating
the Company’s Series A preferred stock, Series F preferred stock and Series G preferred stock, and
|
|
|
|
|
(ii)
|
Revising
the terms of the Series H preferred stock to:
|
|
|
(a)
|
reduce
the dividend rate on the Company’s Series H preferred stock from 10% per annum to 8% per annum,
|
|
|
|
|
|
|
(b)
|
extend
the date after which the Company may redeem the unconverted outstanding shares of Series H preferred stock from June 30, 2016
to December 31, 2016,
|
|
|
|
|
|
|
(c)
|
extend
the date on which the holders of Series H preferred stock may convert their shares into shares of the Company’s common
stock from June 30, 2016 to December 31, 2016, and
|
|
|
|
|
|
|
(d)
|
remove
the requirement to adjust the Series H preferred stock conversion ratio when the Company conducts a rights offering to its
existing stockholders.
|
As
of September 30, 2016, the aggregate number of shares which the Company had the authority to issue is 250,000,000 shares, of which
200,000,000 shares are common stock, par value $0.001 per share, and 50,000,000 shares are preferred stock, par value $0.001 per
shares. At September 30, 2016, the Company had 9,672,723 shares of common stock issued and outstanding. At September 30, 2016,
the Company also had 3,071,000 shares of Series H preferred stock issued and outstanding. The Board of Directors is authorized
at any time, and from time to time, to provide for the issuance of preferred stock in one or more series, and to determine the
designations, preferences, limitations and relative or other rights of the preferred stock or any series thereof.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER
30, 2016
The
Series H preferred stock accrues dividends at the rate of 8% per annum. Each series of preferred stock ranks pari passu with each
other series of preferred stock, and senior to the common stock of the Company, as to dividends, and upon liquidation, dissolution
or a winding up of the Company. In the event of a liquidation or winding up of the Company, holders of the preferred stock shall
be entitled to receive the stated value of $1 per share.
On
September 6, 2016, the Company issued an aggregate of 5,000 shares of the Company’s common stock to MZ Group for investor
relations consulting services. The securities issuance was exempt from registration under the Securities Act, in reliance on the
exemptions provided by Section 4(a)(2) and Section 2(a)(3), as applicable under the Securities Act.
On
September 6, 2016, Company issued an aggregate of 135,751 shares of the Company’s common stock at a price of $10.00 per
share to a total of 84 existing stockholders, 48 of whom resided in Australia and 36 of whom resided in United States, for an
aggregate of $1,357,515. The securities issuances were registered pursuant to a registration statement on Form S-1 that was declared
effective by the Securities and Exchange Commission on August 8, 2016.
On
August 26, 2016, the Company’s board of directors and a stockholder holding a majority of the voting power of the Company’s
issued and outstanding shares of common stock approved the following corporate actions:
|
1.
|
Effect
a reverse stock split of the outstanding shares of the Company’s common stock, at the ratio of 1-for-1,000 (the “Reverse
Split”).
|
|
|
|
|
2.
|
Immediately
following the completion of the Reverse Split, effect a forward stock split on a 100-for-1 share basis (the “Forward
Split”) and reduce the number of authorized shares of common stock from 200,000,000 to 40,000,000 (the “Authorized
Share Reduction”).
|
The
Reverse Split and Forward Split were effective on October 27, 2016 when they were approved by FINRA, as required.
Series
H Preferred Stock
During
the nine months ended September 30, 2016 and year ended December 31, 2015, the Company issued 3,071,000 and 160,000 of Series
H convertible preferred stock, respectively, with a par value of $0.001 per share.
On
December 31, 2016 and upon notice provided by the holder to the Company, a holder has the right to convert, at face value per
share, all or any portion of their Series H preferred shares into shares of our common stock on the basis of 0.2 shares of common
stock for each share of Series H preferred stock so converted for each share of Series H preferred stock. The holder of the shares
is also entitled to vote at a ratio of 0.13 votes for each share of preferred stock. Any time after 6.00 pm EST December 31, 2016,
the Company also has the right to redeem the shares at a redemption value of $1 per share.
6.
CONCENTRATION OF CREDIT RISK
The
Company’s portfolio of finance receivables is with consumers living throughout Alabama, Arizona, California, Florida, Georgia,
Illinois, Kentucky, Louisiana, Missouri, Nevada, New Jersey, New Mexico, Oregon, Pennsylvania, Texas, Utah and Virginia and consequently,
such consumers’ ability to honor their installment contracts may be affected by economic conditions in these areas.
The
Company maintains cash at financial institutions which may, at times, exceed federally insured limits.
At
September 30, 2016, the Company had cash and cash equivalents exceeding insured limits by $673,954.
7.
COMMITMENTS AND CONTINGENCIES
Operating
Leases
The
Company leases its operating facilities under non-cancelable operating leases that expire through 30 September 2017. Total rent
expense for the nine months ended September 30, 2016 and 2015 was $154,838 and $187,975, respectively. Total rent expense for
the three months ended September 30, 2016 and 2015 was $47,373 and $57,372, respectively. The Company is responsible for certain
operating expenses in connection with these leases.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER
30, 2016
Legal
Matters
From
time to time, the Company may be involved in legal proceedings in the normal course of its business. The Company is not involved
in any legal proceedings at the present time.
Professional
Consulting Contract
The
Company has a professional consulting contract with its Chief Executive Officer (“CEO”), according to which, the Company
paid $750,000 and health insurance for the nine months ended September 30, 2016. The Company is obligated to pay its CEO $1,000,000
annually plus health insurance, with a discretionary bonus to be determined by the Company’s Board on December 31, 2016.
Regulatory
Requirements
State
statutes authorizing the Company’s products and services typically provide state agencies that regulate banks and financial
institutions with significant regulatory powers to administer and enforce the law. Under statutory authority, state regulators
have broad discretionary power and may impose new licensing requirements, interpret or enforce existing regulatory requirements
in different ways, or issue new administrative rules. In addition, when the staff of state regulatory bodies change, it is possible
that the interpretations of applicable laws and regulations may also change.
Net
Profit Interest
The
Company has a net profit interest agreement with its lender, under which the Company pays 20% of its subsidiary IEC SPV LLC’s
net profit to the lender (see note 4).
8.
RELATED PARTY TRANSACTIONS
Chief
Executive Officer
During
the nine months ended September 30, 2016 and nine months ended September 30, 2015 the Company incurred compensation expense to
our Chief Executive Officer under the Professional Consulting Contract of $750,000 and $975,000 respectively, of which $220,079
was offset against common stock subscription in 2015. Preferred dividends in the amount of $29,917 were paid in cash to our Chief
Executive Officer during the nine months ended September 30, 2016. During the three months ended September 30, 2016 and three
months ended September 30, 2015 the Company incurred compensation expense to our Chief Executive Officer under the Professional
Consulting Contract of $250,000 and $475,000 respectively, of which $220,079 was offset against common stock subscription in 2015.
Chief
Operating Officer
During
the nine months ended September 30, 2016 and nine months ended September 30, 2015 the Company incurred compensation expense to
our Chief Operating Officer of $172,500 and $188,846 respectively. During the three months ended September 30, 2016 and three
months ended September 30, 2015 the Company incurred compensation expense to our Chief Operating Officer of $57,500 and $79,231
respectively.
Consulting
Fees
During
the nine months ended September 30, 2015, the Company incurred director and consulting fees of $20,000 to Gilmour & Company
Pty Ltd, which is owned by Ian Gilmour, a former director of the Company. During the three months ended September 30, 2015, the
Company incurred director and consulting fees of $7,500 to Gilmour & Company Pty Ltd, which is owned by Ian Gilmour, a former
director of the Company. There were no such fees incurred in 2016.
During
the nine months ended September 30, 2016 and nine months ended September 30, 2015, the Company incurred director fees totaling
$26,500 and $20,000, respectively, to Matthew Banks, who is a director of the Company. During the three months ended September
30, 2016 and three months ended September 30, 2015, the Company incurred director fees totaling $9,000 and $7,500, respectively,
to Matthew Banks, who is a director of the Company.
IEG
HOLDINGS CORPORATION
NOTES
TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER
30, 2016
During
the nine months ended September 30, 2016 and nine months ended September 30, 2015, the Company incurred director fees totaling
$26,500 and $20,000, respectively to R & H Nominees Pty Ltd, which is owned by Harold Hansen, who is a director of the Company.
During the three months ended September 30, 2016 and three months ended September 30, 2015, the Company incurred director fees
totaling $9,000 and $7,500, respectively to R & H Nominees Pty Ltd, which is owned by Harold Hansen, who is a director of
the Company.
During
the nine months ended September 30, 2016 and nine months ended September 30, 2015, the Company incurred consulting fees totaling
$40,000 and $257,266, respectively, to Clem Tacca and related parties. During the three months ended September 30, 2016 and three
months ended September 30, 2015, the Company incurred consulting fees totaling $40,000 and $66,852, respectively, to Clem Tacca
and related parties. Clem Tacca is a shareholder of IEG Holdings Corporation.
During
the nine months ended September 30, 2016 and nine months ended September 30, 2015, the Company incurred consulting fees totaling
$120,404 and $373,954, respectively, to Frank Wilkie and related parties. During the three months ended September 30, 2016 and
three months ended September 30, 2015, the Company incurred consulting fees totaling $33,200 and $124,454, respectively, to Frank
Wilkie and related parties. $25,000 of the $373,954 consulting fees incurred in the nine months ended September 30, 2015 was paid,
with $224,500 offset as consideration for Series G Preferred Stock on June 19, 2015 and $124,454 offset as consideration for common
stock subscriptions. Frank Wilkie is a shareholder of IEG Holdings Corporation.
During
the nine months ended September 30, 2016 and nine months ended September 30, 2015, the Company incurred consulting fees totaling
$82,886 and $44,750, respectively, to Ascendant SC Pty Ltd. During the three months ended September 30, 2016 and three months
ended September 30, 2015, the Company incurred consulting fees totaling $14,000 and $0, respectively, to Ascendant SC Pty Ltd.
$35,000 of the consulting fees incurred in 2016 were offset as consideration for Common Stock on May 2, 2016. $25,000 of the consulting
fees incurred during the nine months ended September 30, 2015 were offset as consideration for Series G Preferred Stock on June
19, 2015. Ascendant SC Pty Ltd is a shareholder of IEG Holdings Corporation.
During
the nine months ended September 30, 2016 and nine months ended September 30, 2015, the Company incurred consulting fees totaling
$50,700 and $50,000, respectively, to Judith Willoughby and related parties. During the three months ended September 30, 2016
and three months ended September 30, 2015, the Company incurred consulting fees totaling $37,500 and $50,000, respectively, to
Judith Willoughby and related parties. Judith Willoughby is a shareholder of IEG Holdings Corporation.
During
the nine months ended September 30, 2016 and nine months ended September 30, 2015, the Company incurred consulting fees totaling
$193,024 and $0, respectively, to three related parties. During the three months ended September 30, 2016 and three months ended
September 30, 2015, the Company incurred consulting fees totaling $86,585 and $0, respectively, to three related parties. $122,000
of the consulting fees incurred during the nine months ended September 30, 2016 were offset as consideration for common stock
subscriptions. The related parties are shareholders of IEG Holdings Corporation.
9.
SUBSEQUENT EVENTS
On
October 27, 2016, the Company effected a reverse stock split of its outstanding shares of common stock, at the ratio of 1-for-1,000
(the “Reverse Split”). Stockholders whose shares were converted into less than one share in the Reverse Split received
cash payments equal to the fair value of those fractional interests As a result, the Company repurchased a total of 113,913 shares
of common stock from those stockholders whose shares of stock were converted into less than one share, for an aggregate purchase
price of $71,504. Also on October 27, 2016, immediately following the completion of the Reverse Split, the Company effected a
forward stock split on a 100-for-1 share basis (the “Forward Split”). Any fractional shares held after the Forward
Split were rounded up to the next whole share. As a result of the rounding up of fractional shares, the Company issued an additional
213 shares on October 27, 2016. On the same date, the Company also reduced the number of authorized shares of common stock from
200,000,000 to 40,000,000. The financial statements have been updated for these subsequent changes in the Company’s capital
structure.
IEG
HOLDINGS CORPORATION
9,038,520
Shares of
Common
Stock
PROSPECTUS
____________,
2017
Until ____________, 2017,
all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.