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. GWG Life’s equity in DLP IV serve as collateral for our L Bond obligations. Substantially all of our life insurance policies are held by DLP IV and the Trust. The policies held by DLP IV are not collateral for the L Bond obligations as such policies are pledged to the senior credit facility with LNV Corporation. 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 substantial majority of insurance policies we currently own are subject to a collateral arrangement with LNV Corporation described in Note 6. Under this arrangement, we are required to maintain a collection account that is used to collect policy benefits from pledged policies, pay interest and other charges under the facility, and distribute funds to pay down the facility. The following represents consolidating financial information as of December 31, 2017 and December 31, 2016, with respect to the financial position, and for the years ended December 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 IV and the Trust under the equity method. The non-guarantor subsidiaries column presents the financial information of all non-guarantor subsidiaries, including DLP IV and the Trust. Consolidating Balance Sheets December 31, 2017 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 111,952,829 $ 1,486,623 $ 982,039 $ — $ 114,421,491 Restricted cash — 9,367,410 18,982,275 — 28,349,685 Investment in life insurance policies, at fair value — 51,093,362 599,433,991 — 650,527,353 Secured MCA advances — — 1,661,774 — 1,661,774 Life insurance policy benefits receivable — 1,500,000 15,158,761 — 16,658,761 Other assets 1,912,203 1,986,312 3,338,595 — 7,237,110 Investment in subsidiaries 480,659,789 415,235,212 — (895,895,001 ) — TOTAL ASSETS $ 594,524,821 $ 480,668,919 $ 639,557,435 $ (895,895,001 ) $ 818,856,174 LIABILITIES & STOCKHOLDERS’ EQUITY LIABILITIES Senior Credit Facilities $ — $ — $ 212,238,192 $ — $ 212,238,192 L Bonds 447,393,568 — — — 447,393,568 Accounts payable 1,434,623 844,899 4,114,917 — 6,394,439 Interest and dividends payable 10,296,584 — 5,130,925 — 15,427,509 Other accrued expenses 1,728,303 1,610,773 391,647 — 3,730,723 TOTAL LIABILITIES 460,853,078 2,455,672 221,875,681 — 685,184,431 STOCKHOLDERS’ EQUITY Member capital — 478,213,247 417,681,754 (895,895,001 ) — Redeemable preferred stock and Series 2 redeemable preferred stock 173,115,447 — — — 173,115,447 Common stock 5,813 — — — 5,813 Accumulated deficit (39,449,517 ) — — — (39,449,517 ) TOTAL STOCKHOLDERS’ EQUITY 133,671,743 478,213,247 417,681,754 (895,895,001 ) 133,671,743 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 594,524,821 $ 480,668,919 $ 639,557,435 $ (895,895,001 ) $ 818,856,174 December 31, 2016 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated ASSETS 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 LIABILITIES & STOCKHOLDERS’ EQUITY 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 (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 Consolidating Statements of Operations For the year ended December 31, 2017 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated REVENUE Gain on life insurance policies, net $ — $ 6,979,773 $ 55,134,630 $ — $ 62,114,403 MCA income — — 554,341 — 554,341 Interest and other income 244,202 496,886 1,199,457 (475,371 ) 1,465,174 TOTAL REVENUE 244,202 7,476,659 56,888,428 (475,371 ) 64,133,918 EXPENSES Interest expense 37,754,984 930,837 15,813,944 (80,321 ) 54,419,444 Employee compensation and benefits 9,043,509 5,310,498 515,742 — 14,869,749 Legal and professional fees 1,937,714 962,778 2,195,151 — 5,095,643 Provision for MCA advances — — 1,308,000 — 1,308,000 Other expenses 7,058,209 2,715,374 1,792,143 (395,050 ) 11,170,676 TOTAL EXPENSES 55,794,416 9,919,487 21,624,980 (475,371 ) 86,863,512 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (55,550,214 ) (2,442,828 ) 35,263,448 — (22,729,594 ) EQUITY IN INCOME OF SUBSIDIARIES 32,820,620 38,392,230 — (71,212,850 ) — INCOME (LOSS) BEFORE INCOME TAXES (22,729,594 ) 35,949,402 35,263,448 (71,212,850 ) (22,729,594 ) INCOME TAX BENEFIT (2,097,371 ) — — — (2,097,371 ) NET INCOME (LOSS) (20,632,223 ) 35,949,402 35,263,448 (71,212,850 ) (20,632,223 ) Preferred stock dividends 12,702,341 — — — 12,702,341 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (33,334,564 ) $ 35,949,402 $ 35,263,448 $ (71,212,850 ) $ (33,334,564 ) For the year ended December 31, 2016 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated REVENUE 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 72,757 639,414 (225,792 ) 746,466 TOTAL REVENUE 260,087 452,162 68,990,877 (225,792 ) 69,477,334 EXPENSES 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 Provision for MCA advances — — 600,000 — 600,000 Other expenses 5,822,621 2,871,318 1,396,454 (13,417 ) 10,076,976 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 ) — INCOME (LOSS) 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 (LOSS) 391,909 48,104,754 58,136,633 (106,241,387 ) 391,909 Preferred stock dividends 3,537,287 — — — 3,537,287 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (3,145,378 ) $ 48,104,754 $ 58,136,633 $ (106,241,387 ) $ (3,145,378 ) Consolidating Statements of Cash Flows For the year ended December 31, 2017 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (20,632,223 ) $ 35,949,402 $ 35,263,448 $ (71,212,850 ) $ (20,632,223 ) Adjustments to reconcile net income (loss) to net cash flows from operating activities: Equity of subsidiaries (32,820,620 ) (38,392,230 ) — 71,212,850 — Change in fair value of life insurance policies — (7,746,744 ) (59,014,067 ) — (66,760,811 ) Amortization of deferred financing and issuance costs 6,939,841 208,829 1,632,177 — 8,780,847 Provision for MCA advances — — 1,308,000 — 1,308,000 Deferred income taxes (2,097,371 ) — — — (2,097,371 ) Preferred stock issued in lieu of cash dividends 498,659 — — — 498,659 (Increase) decrease in operating assets: Life insurance policy benefits receivable — (1,500,000 ) (9,813,761 ) — (11,313,761 ) Other assets (15,870,956 ) (24,497,313 ) (5,155,644 ) 42,435,842 (3,088,071 ) Increase (decrease) in operating liabilities: Accounts payable 581,153 113,202 3,473,373 — 4,167,728 Interest and dividends payable 3,771,709 (3,743,277 ) 2,680,191 — 2,708,623 Other accrued expenses 1,702,625 1,066,743 (146,546 ) — 2,622,822 NET CASH FLOWS USED IN OPERATING ACTIVITIES (57,927,183 ) (38,541,388 ) (29,772,829 ) 42,435,842 (83,805,558 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life insurance policies — (3,022,439 ) (85,621,380 ) — (88,643,819 ) Carrying value of matured life insurance policies — 2,091,713 13,977,919 — 16,069,632 Proceeds from Secured MCA advances — — 2,762,784 — 2,762,784 NET CASH FLOWS USED IN INVESTING ACTIVITIES — (930,726 ) (68,880,677 ) — (69,811,403 ) CASH FLOWS FROM FINANCING ACTIVITIES Net borrowings on Senior Credit Facilities — — 59,799,649 — 59,799,649 Payments for issuance costs of senior debt — (1,076,118 ) (3,434,270 ) — (4,510,388 ) Payments for redemption of Series I Secured Notes — (16,613,667 ) — — (16,613,667 ) Proceeds from issuance of L Bonds 131,796,220 — — — 131,796,220 Payments for issuance costs of L Bonds (10,896,925 ) — — — (10,896,925 ) Payments for redemption of L Bonds (60,848,460 ) — — — (60,848,460 ) Proceeds from (increase in) restricted cash — (7,249,761 ) 16,726,672 — 9,476,911 Issuance of member capital — 16,537,331 25,898,511 (42,435,842 ) — Redemption of common stock (1,603,560 ) — — — (1,603,560 ) Proceeds from issuance of preferred stock 127,279,847 — — — 127,279,847 Payments for issuance costs of preferred stock (9,027,190 ) — — — (9,027,190 ) Payments for redemption of preferred stock (22,598,626 ) — — — (22,598,626 ) Preferred stock dividends (12,702,341 ) — — — (12,702,341 ) NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES 141,398,965 (8,402,215 ) 98,990,562 (42,435,842 ) 189,551,470 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 83,471,782 (47,874,329 ) 337,056 — 35,934,509 CASH AND CASH EQUIVALENTS BEGINNING OF THE PERIOD 28,481,047 49,360,952 644,983 — 78,486,982 END OF THE PERIOD $ 111,952,829 $ 1,486,623 $ 982,039 $ — $ 114,421,491 For the year ended December 31, 2016 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries 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 (loss) to net cash flows from operating activities: Equity of subsidiaries (47,418,844 ) (58,822,543 ) — 106,241,387 — Change in fair value of life insurance policies — (900,808 ) (69,681,575 ) — (70,582,383 ) Amortization of deferred financing and issuance costs 7,720,065 (1,307,640 ) 2,032,827 — 8,445,252 Provision for MCA advances — — 600,000 — 600,000 Deferred income taxes 333,402 — — — 333,402 Preferred stock issued in lieu of cash dividends 689,742 — — — 689,742 (Increase) decrease in operating assets: Life insurance policy benefits receivable — — (5,345,000 ) — (5,345,000 ) Other assets (114,758,710 ) (43,964,379 ) 42,410,680 114,884,593 (1,427,816 ) Increase (decrease) in operating liabilities: Accounts payable 572,483 574,481 (437,692 ) — 709,272 Interest and dividends payable 2,494,085 420,259 2,256,824 — 5,171,168 Other accrued expenses 706,719 2,873,233 (8,579,395 ) — (4,999,443 ) 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 — — 104,825,508 — 104,825,508 Payments for issuance costs of senior debt — — (7,111,556 ) (7,111,556 ) 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 Payments for issuance costs of L Bonds (10,149,316 ) — — — (10,149,316 ) Payments for redemption of L Bonds (45,754,691 ) — — — (45,754,691 ) Issuance of member capital — 107,885,727 6,998,866 (114,884,593 ) — Increase in restricted cash — (15,392 ) (35,469,305 ) — (35,484,697 ) Issuance of common stock 244,185 — — — 244,185 Proceeds from issuance of preferred stock 57,040,946 — 71,555 — 57,112,501 Payments for issuance costs of preferred stock (4,133,527 ) — (7,340 ) — (4,140,867 ) Payments for redemption of preferred stock (2,126,678 ) — (71,555 ) — (2,198,233 ) Preferred stock dividends (3,537,287 ) — — — (3,537,287 ) 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 |