Guarantee of L Bonds | (18) 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 Corporation 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 March 31, 2017 and December 31, 2016, with respect to the financial position, and as of March 31, 2017 and 2016, 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. Condensed Consolidating Balance Sheets March 31, 2017 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated A S S E T S Cash and cash equivalents $ 46,110,677 $ 2,851,438 $ 971,221 $ - $ 49,933,336 Restricted cash - 3,560,333 44,531,256 - 48,091,589 Investment in life insurance policies, at fair value - 41,841,894 503,554,652 - 545,396,546 Secured MCA advances - - 5,005,400 - 5,005,400 Life insurance policy benefits receivable - 600,000 8,375,000 - 8,975,000 Other assets 2,841,802 1,760,967 55,420 (1,340,497 ) 3,317,692 Investment in subsidiaries 438,054,807 398,737,862 - (836,792,669 ) - TOTAL ASSETS $ 487,007,286 $ 449,352,494 $ 562,492,949 $ (838,133,166 ) $ 660,719,563 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 $ - $ - $ 153,387,813 $ - $ 153,387,813 Series I Secured Notes - 11,000,368 - - 11,000,368 L Bonds 383,315,514 - - - 383,315,514 Accounts payable 589,962 614,243 1,480,714 - 2,684,919 Interest and dividends payable 9,786,908 3,524,097 2,983,818 (6,905 ) 16,287,918 Other accrued expenses 1,263,152 721,931 1,339,790 (1,333,592 ) 1,991,281 Deferred taxes, net 2,096,871 - - - 2,096,871 TOTAL LIABILITIES 397,052,407 15,860,639 159,192,135 (1,340,497 ) 570,764,684 STOCKHOLDERS’ EQUITY Member’s capital - 433,491,855 403,300,814 (836,792,669 ) - Convertible preferred stock 19,771,744 - - - 19,771,744 Redeemable preferred stock 87,130,977 - - - 87,130,977 Common stock 5,780 - - - 5,780 Additional paid-in capital 1,908,774 - - - 1,908,774 Accumulated deficit (18,862,396 ) - - - (18,862,396 ) TOTAL STOCKHOLDERS’ EQUITY 89,954,879 433,491,855 403,300,814 (836,792,669 ) 89,954,879 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 487,007,286 $ 449,352,494 $ 562,492,949 $ (838,133,166 ) $ 660,719,563 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 and dividends 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 Member’s 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 Condensed Consolidating Statements of Operations For the three months ended March 31, 2017 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated REVENUE Policy servicing income $ - $ 53,025 $ - $ (53,025 ) $ - Gain on life insurance policies, net - 1,499,327 17,900,492 - 19,399,819 MCA income - - 246,577 - 246,577 Interest and other income 85,008 18,875 379,086 (41,020 ) 441,949 TOTAL REVENUE 85,008 1,571,227 18,526,155 (94,045 ) 20,088,345 EXPENSES Policy servicing fees - - 53,025 (53,025 ) - Interest expense 9,262,034 286,354 3,736,847 (41,020 ) 13,244,215 Employee compensation and benefits 1,928,796 1,221,582 12,684 - 3,163,062 Legal and professional fees 492,816 261,087 192,445 - 946,348 Other expenses 1,663,002 882,731 234,589 - 2,780,322 TOTAL EXPENSES 13,346,648 2,651,754 4,229,590 (94,045 ) 20,133,947 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (13,261,640 ) (1,080,527 ) 14,296,565 - (45,602 ) EQUITY IN INCOME OF SUBSIDIARIES 13,216,038 14,064,207 - (27,280,245 ) - NET INCOME (LOSS) BEFORE INCOME TAXES (45,602 ) 12,983,680 14,296,565 (27,280,245 ) (45,602 ) INCOME TAX BENEFIT (500 ) - - - (500 ) NET INCOME (LOSS) (45,102 ) 12,983,680 14,296,565 (27,280,245 ) (45,102 ) Preferred stock dividends (1,867,760 ) - - - (1,867,760 ) NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (1,912,862 ) $ 12,983,680 $ 14,296,565 $ (27,280,245 ) $ (1,912,862 ) For the three months ended March 31, 2016 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated REVENUE Policy servicing income $ - $ 13,417 $ - $ (13,417 ) $ - Gain on life insurance policies, net - - 17,713,712 - 17,713,712 MCA income - - 144,961 - 144,961 Interest and other income 34,798 306 41,018 (30,902 ) 45,220 TOTAL REVENUE 34,798 13,723 17,899,691 (44,319 ) 17,903,893 EXPENSES Policy servicing fees - - 13,417 (13,417 ) - Interest expense 7,087,593 657,236 1,435,228 (30,902 ) 9,149,155 Employee compensation and benefits 1,536,430 829,081 100,686 - 2,466,197 Legal and professional fees 594,739 534,650 76,739 - 1,206,128 Other expenses 1,257,977 968,674 185,509 - 2,412,160 TOTAL EXPENSES 10,476,739 2,989,641 1,811,579 (44,319 ) 15,233,640 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (10,441,941 ) (2,975,918 ) 16,088,112 - 2,670,253 EQUITY IN INCOME OF SUBSIDIARIES 13,112,194 16,301,366 - (29,413,560 ) - NET INCOME BEFORE INCOME TAXES 2,670,253 13,325,448 16,088,112 (29,413,560 ) 2,670,253 INCOME TAX EXPENSE 1,084,717 - - - 1,084,717 NET INCOME 1,585,536 13,325,448 16,088,112 (29,413,560 ) 1,585,536 Preferred stock dividends (511,231 ) - - - (511,231 ) NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 1,074,305 $ 13,325,448 $ 16,088,112 $ (29,413,560 ) $ 1,074,305 - 21 - GWG HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Condensed Consolidating Statements of Cash Flows For the three months ended March 31, 2017 Parent Guarantor Subsidiary Non-Guarantor Subsidiary Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (45,102 ) $ 12,983,680 $ 14,296,565 $ (27,280,245 ) $ (45,102 ) Adjustments to reconcile net income to net cash flows from operating activities: (Equity) of subsidiaries (13,216,038 ) (14,064,207 ) - 27,280,245 - Change in fair value of life insurance policies - (1,059,422 ) (12,824,411 ) - (13,883,833 ) Amortization of deferred financing and issuance costs 1,928,993 45,420 691,790 - 2,666,203 Deferred income taxes (500 ) - - - (500 ) Preferred stock dividends payable 336,789 - - - 336,789 (Increase) decrease in operating assets: Life insurance policy benefits receivable - (600,000 ) (3,030,000 ) - (3,630,000 ) Other assets 5,507,945 (32,041,085 ) 755,219 27,204,239 1,426,318 Increase (decrease) in operating liabilities: Due to related party 691,865 320 (700,000 ) - (7,815 ) Accounts payable and other accrued expenses 424,968 (158,732 ) 950,996 - 1,217,232 NET CASH FLOWS USED IN OPERATING ACTIVITIES (4,371,080 ) (34,894,026 ) 140,159 27,204,239 (11,920,708 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life insurance policies - - (22,689,333 ) - (22,689,333 ) Carrying value of matured life insurance policies - 495,424 1,873,550 - 2,368,974 Proceeds from Secured MCA advances - 770,387 - 770,0387 NET CASH FLOWS USED IN INVESTING ACTIVITIES - 495,424 (20,045,396 ) - (19,549,972 ) CASH FLOWS FROM FINANCING ACTIVITIES Net repayments of senior credit facilities - - (3,368,794 ) - (3,368,794 ) Payments for redemption of Series I Secured Notes - (5,449,889 ) - - (5,449,889 ) Proceeds from issuance of L Bonds 24,868,659 - - - 24,868,659 Payment for redemption and issuance of L Bonds (24,171,597 ) - - - (24,171,597 ) Payments to restricted cash - (1,442,684 ) (8,822,309 ) - (10,264,993 ) Repurchase of common stock (1,603,560 ) - - - (1,603,560 ) Proceeds from issuance of preferred stock 27,179,194 - - - 27,179,194 Payments for issuance and redemption of preferred stock (2,404,226 ) - - - (2,404,226 ) Payments of preferred stock dividends (1,867,760 ) (1,867,760 ) Issuance of member capital - (5,218,339 ) 32,422,578 (27,204,239 ) - NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 22,000,710 (12,110,912 ) 20,231,475 (27,204,239 ) 2,917,034 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 17,629,630 (46,509,514 ) 326,238 - (28,553,646 ) CASH AND CASH EQUIVALENTS BEGINNING OF THE PERIOD 28,481,047 49,360,952 644,983 - 78,486,982 END OF THE PERIOD $ 46,110,677 $ 2,851,438 $ 971,221 $ - $ 49,933,336 For the three months ended March 31, 2016 Parent Guarantor Subsidiary Non-Guarantor Subsidiary Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 1,585,536 $ 13,325,448 $ 16,088,112 $ (29,413,560 ) $ 1,585,536 Adjustments to reconcile net income to net cash flows from operating activities: (Equity) of subsidiaries (13,112,194 ) (16,301,366 ) - 29,413,560 - Change in fair value of life insurance policies - - (11,531,553 ) - (11,531,553 ) Amortization of deferred financing and issuance costs 1,648,891 (1,164,206 ) 299,503 - 784,188 Deferred income taxes 1,055,729 - - - 1,055,729 Preferred stock dividends payable 163,577 - - - 163,577 (Increase) decrease in operating assets: Life insurance policy benefits receivable - - (15,912,839 ) - (15,912,839 ) Other assets (38,661,205 ) (24,992,068 ) - 63,826,699 173,426 Increase (decrease) in operating liabilities: Due to related party (2,731,001 ) (16,607 ) 4,460,000 - 1,712,392 Accounts payable and other accrued expenses 782,047 586,702 599,220 - 1,967,969 NET CASH FLOWS USED IN OPERATING ACTIVITIES (49,268,620 ) (28,562,097 ) (5,997,557 ) 63,826,699 (20,001,575 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life insurance policies - - (24,326,322 ) - (24,326,322 ) Carrying value of matured life insurance policies - - 4,610,479 - 4,610,479 Investments in Secured MCA advances - - (4,353,585 ) - (4,353,585 ) Proceeds from Secured MCA advances - 118,143 - 118,143 NET CASH FLOWS USED IN INVESTING ACTIVITIES - - (23,951,285 ) - (23,951,285 ) CASH FLOWS FROM FINANCING ACTIVITIES Net borrowings on senior credit facilities - - 20,000,000 - 20,000,000 Payments for redemption of Series I Secured Notes - (5,237,393 ) - - (5,237,393 ) Proceeds from issuance of L Bonds 34,368,889 - - - 34,368,889 Payment issuance and redemption of L Bonds (10,909,693 ) - - - (10,909,693 ) Payments to restricted cash - (2,705,379 ) (14,781,341 ) - (17,486,720 ) Issuance of common stock 46,545 - - - 46,545 Proceeds from issuance of preferred stock 1,028,536 - - - 1,028,536 Payments for issuance and redemption of preferred stock (772,553 ) - - - (772,553 ) Payments of preferred stock dividends (511,231 ) (511,231 ) Issuance of member capital - 38,862,512 24,964,187 (63,826,699 ) - NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 23,250,493 30,919,740 30,182,846 (63,826,699 ) 20,526,380 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (26,018,127 ) 2,357,643 234,004 - (23,426,480 ) CASH AND CASH EQUIVALENTS BEGINNING OF THE PERIOD 32,292,162 1,982,722 150,221 - 34,425,105 END OF THE PERIOD $ 6,274,035 $ 4,340,365 $ 384,225 $ - $ 10,998,625 |