Guarantee of L Bonds | ( 19 ) Guarantee of L Bonds We are publicly offering and selling L Bonds under a registration statement declared effective by the SEC, as described in Note 8. Our obligations under the L Bonds are secured by substantially all the assets of GWG Holdings, a pledge of all our common stock held individually by our largest stockholders, and by a guarantee and corresponding grant of a security interest in substantially all the assets of GWG Life. As a guarantor, GWG Life has fully and unconditionally guaranteed the payment of principal and interest on the L Bonds. Substantially all of our life insurance policies are held by DLP III, DLP IV and the Trust. The policies held by DLP III and DLP IV are not collateral for the L Bond obligations as such policies serve as direct collateral for the senior credit facilities. The consolidating financial statements are presented in lieu of separate financial statements and other related disclosures of the subsidiary guarantor and issuer because management does not believe that separate financial statements and related disclosures would be material to investors. There are currently no significant restrictions on the ability of GWG Holdings or GWG Life, the guarantor subsidiary, to obtain funds from its subsidiaries by dividend or loan, except as described in these notes. A majority of insurance policies we own are subject to a collateral arrangement with LNV described in Note 6. Under this arrangement, collection and escrow accounts are used to fund premiums for the insurance policies and to pay interest and other charges under the senior credit facility. The following represents consolidating financial information as of December 31, 2016 and December 31, 2015, with respect to the financial position, and as of December 31, 2016 and 2015, with respect to results of operations and cash flows of GWG Holdings and its subsidiaries. The parent column presents the financial information of GWG Holdings, the primary obligor for the L Bonds. The guarantor subsidiary column presents the financial information of GWG Life, the guarantor subsidiary of the L Bonds, presenting its investment in DLP III, DLP IV and the Trust under the equity method. The non-guarantor subsidiaries column presents the financial information of all non-guarantor subsidiaries, including DLP III, DLP IV and the Trust. Consolidating Balance Sheets December 31, 2016 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated A S S E T S Cash and cash equivalents $ 28,481,047 $ 49,360,952 $ 644,983 $ - $ 78,486,982 Restricted cash - 2,117,649 35,708,947 - 37,826,596 Investment in life insurance policies, at fair value - 41,277,896 469,914,458 - 511,192,354 Secured MCA advances - - 5,703,147 - 5,703,147 Life insurance policy benefits receivable - - 5,345,000 - 5,345,000 Other assets 3,854,233 2,056,822 810,640 (2,033,592 ) 4,688,103 Investment in subsidiaries 429,971,148 352,337,037 - (782,308,185 ) - TOTAL ASSETS $ 462,306,428 $ 447,150,356 $ 518,127,175 $ (784,341,777 ) $ 643,242,182 L I A B I L I T I E S & S T O C K H O L D E R S' E Q U I T Y LIABILITIES Senior credit facilities $ - $ - $ 156,064,818 $ - $ 156,064,818 Series I Secured Notes - 16,404,836 - - 16,404,836 L Bonds 381,312,587 - - - 381,312,587 Accounts payable 853,470 731,697 641,545 - 2,226,712 Interest payable 9,882,133 3,743,277 2,535,189 - 16,160,599 Other accrued expenses 862,369 544,032 2,303,952 (2,033,592 ) 1,676,761 Deferred taxes, net 2,097,371 - - - 2,097,371 TOTAL LIABILITIES 395,007,930 21,423,842 161,545,504 (2,033,592 ) 575,943,684 STOCKHOLDERS’ EQUITY (DEFICIT) Member capital - 425,726,514 356,581,671 (782,308,185 ) - Convertible preferred stock 19,701,133 - - - 19,701,133 Redeemable preferred stock 59,025,164 - - - 59,025,164 Common stock 5,980 - - - 5,980 Additional paid-in capital 7,383,515 - - - 7,383,515 Accumulated deficit (18,817,294 ) - - - (18,817,294 ) TOTAL STOCKHOLDERS’ EQUITY 67,298,498 425,726,514 356,581,671 (782,308,185 ) 67,298,498 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 462,306,428 $ 447,150,356 $ 518,127,175 $ (784,341,777 ) $ 643,242,182 December 31, 2015 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated A S S E T S Cash and cash equivalents $ 32,292,162 $ 1,982,722 $ 150,221 $ - $ 34,425,105 Restricted cash - 2,102,257 239,643 - 2,341,900 Investment in life insurance policies, at fair value - - 356,649,715 - 356,649,715 Other assets 1,742,074 688,071 30,900 - 2,461,045 Investment in subsidiaries 269,886,254 291,295,951 - (561,182,205 ) - TOTAL ASSETS $ 303,920,490 $ 296,069,001 $ 357,070,479 $ (561,182,205 ) $ 395,877,765 L I A B I L I T I E S & S T O C K H O L D E R S' E Q U I T Y LIABILITIES Senior credit facilities $ - $ (1,000,000 ) $ 64,279,596 $ - $ 63,279,596 Series I Secured Notes - 23,287,704 - - 23,287,704 L Bonds 276,482,796 - - - 276,482,796 Accounts payable 280,988 157,217 1,079,235 - 1,517,440 Interest payable 8,529,959 3,544,626 265,476 - 12,340,061 Other accrued expenses 717,365 343,421 - - 1,060,786 Deferred taxes, net 1,763,968 - - - 1,763,968 TOTAL LIABILITIES 287,775,076 26,332,968 65,624,307 - 379,732,351 STOCKHOLDERS’ EQUITY (DEFICIT) Member capital - 269,736,033 291,446,172 (561,182,205 ) - Convertible preferred stock 20,784,841 - - - 20,784,841 Common stock 5,942 - - - 5,942 Additional paid-in capital 14,563,834 - - - 17,149,391 Accumulated deficit (19,209,203 ) - - - (19,209,203 ) TOTAL STOCKHOLDERS’ EQUITY 16,145,414 269,736,033 291,446,172 (561,182,205 ) 16,145,414 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 303,920,490 $ 296,069,001 $ 357,070,479 $ (561,182,205 ) $ 395,877,765 Consolidated Statements of Operations For the year ended December 31, 2016 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated REVENUE Policy servicing fees $ - $ 13,417 $ - $ (13,417 ) $ - Gain on life insurance policies, net - 379,405 67,422,160 - 67,801,565 MCA income - - 929,303 - 929,303 Interest and other income 260,087 59,340 639,414 (212,375 ) 746,466 TOTAL REVENUE 260,087 452,162 68,990,877 (225,792 ) 69,477,334 EXPENSES Origination and servicing fees - - 13,417 (13,417 ) - Interest expense 32,149,577 2,311,819 8,094,353 (212,375 ) 42,343,374 Employee compensation and benefits 6,874,368 4,358,406 551,522 - 11,784,296 Legal and professional fees 2,107,053 1,628,408 211,915 - 3,947,376 Other expenses 5,822,621 2,871,318 1,983,037 - 10,676,976 TOTAL EXPENSES 46,953,619 11,169,951 10,854,244 (225,792 ) 68,752,022 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (46,693,532 ) (10,717,789 ) 58,136,633 - 725,312 EQUITY IN INCOME OF SUBSIDIARIES 47,418,844 58,822,543 - (106,241,387 ) - NET INCOME BEFORE INCOME TAXES 725,312 48,104,754 58,136,633 (106,241,387 ) 725,312 INCOME TAX EXPENSE 333,403 - - - 333,403 NET INCOME 391,909 48,104,754 58,136,633 (106,241,387 ) 391,909 Preferred stock dividends (3,537,287 ) - - - (3,537,287 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (3,145,378 ) $ - $ - $ - $ (3,145,378 ) For the year ended December 31, 2015 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated REVENUE Policy servicing fees $ - $ 2,217,471 $ - $ (2,217,471 ) $ - Gain on life insurance policies, net - - 39,381,003 - 39,381,003 Interest and other income 45,613 62,125 143,511 251,249 TOTAL REVENUE 45,613 2,279,596 39,524,514 (2,217,471 ) 39,632,252 EXPENSES Origination and servicing fees - - 2,217,471 (2,217,471 ) - Interest expense 22,416,821 2,703,124 4,398,743 - 29,518,718 Employee compensation and benefits 6,007,347 2,002,673 - - 8,010,020 Legal and professional fees 2,115,580 1,037,203 - - 3,152,783 Other expenses 4,295,085 3,347,294 141,971 - 7,784,350 TOTAL EXPENSES 34,834,863 9,090,294 6,758,185 (2,217,471 ) 48,465,871 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (34,789,250 ) (6,810,698 ) 32,766,329 - (8,833,619 ) EQUITY IN INCOME OF SUBSIDIARIES 25,955,631 32,766,108 - (58,721,739 ) - NET INCOME (LOSS) BEFORE INCOME TAXES (8,833,619 ) 25,955,410 32,766,329 (58,721,739 ) (8,833,619 ) INCOME TAX BENEFIT (3,509,587 ) - - - (3,509,587 ) NET INCOME (LOSS) (5,324,032 ) 25,955,410 32,766,329 (58,721,739 ) (5,324,032 ) Preferred stock dividends (2,069,242 ) - - - (2,069,242 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (7,393,274 ) $ - $ - $ - $ (7,393,274 ) Consolidated Statements of Cash Flows For the year ended December 31, 2016 Parent Guarantor Non-Guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 391,909 $ 48,104,754 $ 58,136,633 $ (106,241,387 ) $ 391,909 Adjustments to reconcile net income to net cash flows from operating activities: (Equity) of subsidiaries (47,418,845 ) (58,822,542 ) - 106,241,387 - Gain on life insurance policies, gross - - (48,988,406 ) - (48,988,406 ) Amortization of deferred financing and issuance costs 7,720,065 (1,307,640 ) 2,032,827 - 8,445,252 Deferred income taxes 333,402 - - - 333,402 Preferred stock issued in lieu of cash dividends 689,742 - - - 689,742 Preferred stock dividends payable 302,972 - - - 302,972 (Increase) decrease in operating assets: Life insurance policy benefits receivable - - (5,345,000 ) - (5,345,000 ) Due from related parties - 1,169 - - 1,169 Other assets (112,725,117 ) (44,866,357 ) 19,683,919 114,884,593 (23,022,962 ) Increase (decrease) in operating liabilities: Due to related party (2,033,592 ) - 2,033,592 - - Accounts payable 572,483 574,481 (437,692 ) - 709,272 Interest payable 2,191,113 420,259 2,256,824 - 4,868,196 Other accrued expenses 706,718 2,873,233 (7,979,395 ) - (4,399,444 ) NET CASH FLOWS USED IN OPERATING ACTIVITIES (149,269,149 ) (53,022,643 ) 21,393,302 114,884,593 (66,013,897 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life insurance policies - - (94,952,879 ) - (94,952,879 ) Carrying value of matured life insurance policies - - 10,992,624 - 10,992,624 Investment in Secured MCA advances - - (8,727,924 ) - (8,727,924 ) Proceeds from Secured MCA advances - - 2,553,466 - 2,553,466 NET CASH FLOWS USED IN INVESTING ACTIVITIES - - (90,134,713 ) - (90,134,713 ) CASH FLOWS FROM FINANCING ACTIVITIES Net borrowings on senior credit facilities - - 97,713,952 - 97,713,952 Payments for redemption of Series I Secured Notes - (7,469,462 ) - - (7,469,462 ) Proceeds from issuance of L Bonds 153,874,402 - - - 153,874,402 Payment of deferred issuance costs for L Bonds (10,149,316 ) - - - (10,149,316 ) Payments for redemption of L Bonds (45,754,691 ) - - - (45,754,691 ) Issuance of common stock 244,185 - - - 244,185 Proceeds (payments) from restricted cash - (15,392 ) (35,469,305 ) - (35,484,697 ) Proceeds from issuance of preferred stock 57,040,946 - 71,555 - 57,112,501 Payments for issuance costs of preferred stock (4,133,526 ) - (7,340 ) - (4,140,866 ) Payments for redemption of preferred stock (2,126,678 ) - (71,555 ) - (2,198,233 ) Payments of preferred stock dividends (3,537,288 ) - - - (3,537,288 ) Issuance of member capital - 107,885,727 6,998,866 (114,884,593 ) - NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 145,458,034 100,400,873 69,236,173 (114,884,593 ) 200,210,487 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (3,811,115 ) 47,378,230 494,762 - 44,061,877 CASH AND CASH EQUIVALENTS BEGINNING OF THE PERIOD 32,292,162 1,982,722 150,221 - 34,425,105 END OF THE PERIOD $ 28,481,047 $ 49,360,952 $ 644,983 $ - $ 78,486,982 For the year ended December 31, 2015 Parent Guarantor Non-Guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (5,324,032 ) $ 25,955,410 $ 32,766,329 $ (58,721,739 ) $ (5,324,032 ) Adjustments to reconcile net income to net cash flows from operating activities: (Equity) of subsidiaries (25,955,632 ) (32,766,107 ) - 58,721,739 - Gain on life insurance policies, gross - - (39,371,059 ) - (39,371,059 ) Amortization of deferred financing and issuance costs 4,081,051 362,457 (731,452 ) - 3,712,056 Deferred income taxes (3,509,587 ) - - - (3,509,587 ) Preferred stock issued in lieu of cash dividends 683,133 - - - 683,133 Preferred stock dividends payable 6,800 - - - 6,800 (Increase) decrease in operating assets: Due from related parties - (1,256 ) - - (1,256 ) Life insurance policy benefits receivable - - 1,750,000 - 1,750,000 Other assets (58,689,451 ) (43,314,345 ) - 101,699,270 (304,526 ) Increase (decrease) in operating liabilities: Accounts payable (129,909 ) (85,463 ) 529,236 - 313,864 Interest payable 2,730,921 233,786 (751,178 ) - 2,213,529 Other accrued expenses 2,059,136 149,242 (24,985 ) - 2,183,393 NET CASH FLOWS USED IN OPERATING ACTIVITIES (84,047,570 ) (49,466,276 ) (5,833,109 ) 101,699,270 (37,647,685 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life insurance policies - - (38,906,934 ) - (38,906,934 ) Proceeds from settlement of life insurance policies - - 4,511,289 - 4,511,289 NET CASH FLOWS USED IN INVESTING ACTIVITIES - - (34,395,645 ) - (34,395,645 ) CASH FLOWS FROM FINANCING ACTIVITIES Net repayment of senior credit facilities - - (7,150,000 ) - (7,150,000 ) Payments for redemption of Series I Secured Notes - (4,891,681 ) - - (4,891,681 ) Proceeds from issuance of L Bonds 131,159,348 - - - 131,159,348 Payment of deferred issuance costs for L Bonds (7,499,601 ) - - - (7,499,601 ) Payments for redemption of L Bonds (35,984,061 ) - - - (35,984,061 ) Proceeds (payments) from restricted cash - (2,019,757 ) 3,973,910 - 1,954,153 Issuance of common stock 582,000 - - - 582,000 Payments for redemption of preferred stock (295,185 ) - - - (295,185 ) Payments of preferred stock dividends (2,069,242 ) - - - (2,069,242 ) Issuance of member capital - 58,144,205 43,555,065 (101,699,270 ) - NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 85,893,259 51,232,767 40,378,975 (101,699,270 ) 75,805,731 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,845,689 1,766,491 150,221 - 3,762,401 CASH AND CASH EQUIVALENTS BEGINNING OF THE PERIOD 30,446,473 216,231 - - 30,662,704 END OF THE PERIOD $ 32,292,162 $ 1,982,722 $ 150,221 $ - $ 34,425,105 |