Guarantee of L Bonds and Seller Trust L Bonds | (24) Guarantee of L Bonds and Seller Trust L Bonds Our L Bonds are offered and sold under a registration statement declared effective by the SEC, as described in Note 10, and we have issued Seller Trust L Bonds under a Supplemental Indenture, as described in Note 11. The L Bonds and Seller Trust L Bonds are secured by substantially all the assets of GWG Holdings, a pledge of all our common stock held by BCC and AltiVerse (which together represent approximately 12% of our outstanding common stock), and by a guarantee and corresponding grant of a security interest in substantially all the assets of GWG Life (1) . As a guarantor, GWG Life has fully and unconditionally guaranteed the payment of principal and interest on the L Bonds and Seller Trust L Bonds. GWG Life’s equity in DLP IV (2) serves as collateral for our L Bond and Seller Trust L Bond obligations. Substantially all of our life insurance policies are held by DLP IV or GWG Life Trust (“the Trust”). The policies held by DLP IV are not direct collateral for the L Bonds as such policies are pledged to the amended and restated senior credit facility with LNV Corporation. (1) The Seller Trust L Bonds are senior secured obligations of GWG, ranking junior to all senior debt of GWG (see Note 8), and pari passu in right of payment and in respect of collateral with all L Bonds of GWG (see Note 10). Payments under the Seller Trust L Bonds are guaranteed by GWG Life. The assets exchanged in the in connection with the Beneficent transaction are available as collateral for all holders of the L Bonds and Seller Trust L Bonds. Specifically, the common units of BEN LP are held by GWG Holdings and the Commercial Loan is held by GWG Life. (2) The terms of our amended and restated senior credit facility with LNV Corporation require that we maintain a significant excess of pledged collateral value over the amount outstanding on the amended and restated senior credit facility at any given time. Any excess after satisfying all amounts owing under our amended and restated senior credit facility with LNV Corporation is available as collateral for the L Bonds (including the Seller Trust L Bonds). The following represents consolidating financial information as of December 31, 2018 and December 31, 2017, with respect to the financial position, and as of December 31, 2018 and 2017, 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 and Seller Trust L Bonds. The guarantor subsidiary column presents the financial information of GWG Life, the guarantor subsidiary of the L Bonds and Seller Trust 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, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 113,293,682 $ 232,387 $ 1,061,015 $ — $ 114,587,084 Restricted cash — 7,217,194 3,631,932 — 10,849,126 Investment in life insurance policies, at fair value — 92,336,494 655,585,971 — 747,922,465 Life insurance policy benefits receivable — 5,000,000 11,460,687 — 16,460,687 Financing receivable from affiliate — 184,768,874 — — 184,768,874 Equity method investment 360,841,651 — — — 360,841,651 Other assets 42,944,402 1,730,581 762,181 — 45,437,164 Investment in subsidiaries 799,182,251 510,865,003 — (1,310,047,254 ) — TOTAL ASSETS $ 1,316,261,986 $ 802,150,533 $ 672,501,786 $ (1,310,047,254 ) $ 1,480,867,051 LIABILITIES & STOCKHOLDERS’ EQUITY LIABILITIES Senior credit facility with LNV Corporation $ — $ — $ 148,977,596 $ — $ 148,977,596 L Bonds 651,402,663 — — — 651,402,663 Seller Trust L Bonds 366,891,940 — — — 366,891,940 Accounts payable 1,126,327 1,674,494 6,475,686 — 9,276,507 Interest and dividends payable 14,047,248 — 4,508,045 — 18,555,293 Other accrued expenses 1,735,926 1,593,108 1,376,136 — 4,705,170 TOTAL LIABILITIES 1,035,204,104 3,267,602 161,337,463 — 1,199,809,169 STOCKHOLDERS’ EQUITY Member capital — 798,882,931 511,164,323 (1,310,047,254 ) — Redeemable preferred stock and Series 2 redeemable preferred stock 215,973,039 — — — 215,973,039 Common stock 33,018 — — — 33,018 Additional paid-in-capital 249,662,168 — — — 249,662,168 Accumulated deficit (184,610,343 ) — — — (184,610,343 ) TOTAL STOCKHOLDERS’ EQUITY 281,057,882 798,882,931 511,164,323 (1,310,047,254 ) 281,057,882 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,316,261,986 $ 802,150,533 $ 672,501,786 $ (1,310,047,254 ) $ 1,480,867,051 December 31, 2017 Parent Guarantor Non-Guarantor 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 Life insurance policy benefits receivable — 1,500,000 15,158,761 — 16,658,761 Other assets 1,912,203 1,986,312 5,000,369 — 8,898,884 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 Amended and Restated Senior credit facility with LNV Corporation $ — $ — $ 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 Consolidating Statements of Operations For the year ended December 31, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUE Gain on life insurance policies, net $ — $ 8,341,206 $ (22,445,778 ) $ — $ (14,104,572 ) Interest and other income 8,585,681 4,278,809 849,791 — 13,714,281 TOTAL REVENUE 8,585,681 12,620,015 (21,595,987 ) — (390,291) EXPENSES Interest expense 59,111,989 — 21,023,994 — 80,135,983 Employee compensation and benefits 9,979,989 5,741,776 1,685,217 — 17,406,982 Legal and professional fees 1,795,094 863,851 2,882,232 — 5,541,177 Other expenses 6,907,502 1,994,807 7,092,178 — 15,994,487 TOTAL EXPENSES 77,794,574 8,600,434 32,683,621 — 119,078,629 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (69,208,893 ) 4,019,581 (54,279,608 ) — (119,468,920 ) EQUITY IN INCOME OF SUBSIDIARIES (50,260,027 ) (48,665,540 ) — 98,925,567 — NET INCOME (LOSS) BEFORE INCOME TAXES (119,468,920 ) (44,645,959 ) (54,279,608 ) 98,925,567 (119,468,920 ) INCOME TAX EXPENSE — — — — — NET INCOME (LOSS) BEFORE EARNINGS FROM EQUITY METHOD INVESTMENT (119,468,920 ) (44,645,959 ) (54,279,608 ) 98,925,567 (119,468,920 ) Earnings from equity method investment 17,507 — — — 17,507 NET INCOME (LOSS) (119,451,413 ) (44,645,959 ) (54,279,608 ) 98,925,567 (119,451,413 ) Preferred stock dividends 16,662,731 — — — 16,662,731 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (136,114,144 ) $ (44,645,959 ) $ (54,279,608 ) $ 98,925,567 $ (136,114,144 ) For the year ended December 31, 2017 Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUE Gain on life insurance policies, net $ — $ 6,979,773 $ 55,134,630 $ — $ 62,114,403 Interest and other income 244,202 496,886 1,753,798 (475,371 ) 2,019,515 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 Other expenses 7,058,209 2,715,374 3,100,143 (395,050 ) 12,478,676 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 ) — NET 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 ) Consolidating Statements of Cash Flows For the year ended December 31, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (119,451,413 ) $ (44,645,959 ) $ (54,279,608 ) $ 98,925,567 $ (119,451,413 ) Adjustments to reconcile net income (loss) to net cash flows used in operating activities: Equity of subsidiaries 50,260,028 48,665,539 — (98,925,567 ) — Change in fair value of life insurance policies — (4,262,774 ) 14,606,803 — 10,344,029 Amortization of deferred financing and issuance costs 8,981,935 — 1,055,020 — 10,036,955 Amortization of discount or premium on financing receivables 628,528 (642,481 ) — — (13,953 ) Provision for uncollectible policy benefit receivable — — 4,300,000 — 4,300,000 Earnings from equity method investment (17,507 ) (17,507 ) Stock-based compensation 2,182,125 — — — 2,182,125 (Increase) decrease in operating assets: Life insurance policy benefits receivable — (3,500,000 ) (601,926 ) — (4,101,926 ) Interest receivable added to loan principal (7,045,791 ) (3,487,841 ) — — (10,533,632 ) Other assets (188,366,280 ) (144,146,549 ) 4,371,666 332,546,217 4,405,054 Increase (decrease) in operating liabilities: Accounts payable (308,295 ) 829,595 2,360,769 — 2,882,069 Interest and dividends payable 4,025,326 — (756,357 ) 3,268,969 Other accrued expenses 253,353 (17,665 ) 984,488 — 1,220,176 NET CASH FLOWS USED IN OPERATING ACTIVITIES (248,857,991 ) (151,208,135 ) (27,959,145 ) 332,546,217 (95,479,054 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life insurance policies — (41,404,136 ) (87,098,518 ) — (128,502,654 ) Carrying value of matured life insurance policies — 4,423,779 16,339,737 — 20,763,516 Equity investment acquired (3,204,016 ) — — — (3,204,016 ) Other investments acquired (3,037,234 ) — — — (3,037,234 ) NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES (6,241,250 ) (36,980,357 ) (70,758,781 ) — (113,980,388 ) CASH FLOWS FROM FINANCING ACTIVITIES Net borrowings on (repayments of) senior debt — — (64,315,618 ) — (64,315,618 ) Proceeds from issuance of L Bonds 263,964,554 — — — 263,964,554 Payments for issuance of L Bonds (17,379,101 ) — — — (17,379,101 ) Payments for redemption of L Bonds (48,026,551 ) — — — (48,026,551 ) Issuance of common stock 614,193 — — — 614,193 Proceeds from issuance of convertible preferred stock 50,000,000 — — — 50,000,000 Proceeds from issuance of redeemable preferred stock 56,238,128 — — — 56,238,128 Payments for issuance of redeemable preferred stock (4,142,294 ) — — — (4,142,294 ) Payments for redemption of redeemable preferred stock (2,456,692 ) — — — (2,456,692 ) Common stock dividends (25,709,412 ) — — — (25,709,412 ) Preferred stock dividends (16,662,731 ) — — — (16,662,731 ) Issuance of member capital — 184,784,040 147,762,177 (332,546,217 ) — NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 256,440,094 184,784,040 83,446,559 (332,546,217 ) 192,124,476 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 1,340,853 (3,404,452 ) (15,271,367 ) — (17,334,966 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF THE PERIOD 111,952,829 10,854,033 19,964,314 — 142,771,176 END OF THE PERIOD $ 113,293,682 $ 7,449,581 $ 4,692,947 $ — $ 125,436,210 For the year ended December 31, 2017 Parent Guarantor Non-Guarantor 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 used in 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 Stock-based compensation 1,424,625 1,424,625 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 ) (1,084,860 ) 42,435,842 982,713 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 278,000 1,066,743 (146,546) — 1,198,197 NET CASH FLOWS USED IN OPERATING ACTIVITIES (57,927,183 ) (38,541,388 ) (27,010,045 ) 42,435,842 (81,042,774 ) 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 NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES — (930,726 ) (71,643,461 ) — (72,574,187 ) CASH FLOWS FROM FINANCING ACTIVITIES Net borrowings on (repayments of) senior debt — — 59,799,649 — 59,799,649 Payments for issuance 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 of L Bonds (10,896,925 ) — — — (10,896,925 ) Payments for redemption of L Bonds (60,848,460 ) — — — (60,848,460 ) Redemption of common stock (1,603,560 ) — — — (1,603,560 ) Proceeds from issuance of redeemable preferred stock 127,279,847 — — — 127,279,847 Payments for issuance of redeemable preferred stock (9,027,190 ) — — — (9,027,190 ) Payments for redemption of redeemable preferred stock (22,598,626 ) — — — (22,598,626 ) Preferred stock dividends (12,702,341 ) — — — (12,702,341 ) Issuance of member capital — 16,537,331 25,898,511 (42,435,842 ) — NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 141,398,965 (1,152,454 ) 82,263,890 (42,435,842 ) 180,074,559 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 83,471,782 (40,624,568 ) (16,389,616 ) — 26,457,598 CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF THE PERIOD 28,481,047 51,478,601 36,353,930 — 116,313,578 END OF THE PERIOD $ 111,952,829 $ 10,854,033 $ 19,964,314 $ — $ 142,771,176 |