Guarantee of L Bonds and Seller Trust L Bonds | (23) 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) (2) (1) The Seller Trust L Bonds (see Note 11) are senior secured obligations of GWG, ranking junior to all senior debt of GWG (see Note 9), 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 Exchange Transaction are available as collateral for all holders of the L Bonds and Seller Trust L Bonds. Specifically, the common units of BEN LP and the Option Agreement 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 equity value of DLP IV after satisfying all amounts owing under our amended and restated senior credit facility is available as collateral for the L Bonds (including the Seller Trust L Bonds). The following represents consolidating financial information as of September 30, 2019 and December 31, 2018, with respect to the financial position, and as of September 30, 2019 and 2018, 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 Life Trust. For the three and nine months ended September 30, 2018, we reclassified certain intercompany funding outflows from operating cash flows to investing cash flows in the condensed consolidating statement of cash flows in this guarantor footnote. This had the effect of increasing cash flows from operations for the parent for the three and nine months ended September 30, 2018 by $59.6 million and $136.6 million, respectively, and for the guarantor for the three and nine months ended September 30, 2018 by $47.3 million and $112.8 million, respectively, and decreasing cash flow from investing activities by these amounts, compared to previous presentation. Presentation of consolidated results in the condensed consolidated financial statements were not affected by these reclassifications. Presentation of the condensed consolidating balance sheets and condensed consolidating statements of operations in this guarantor footnote were not affected by these reclassifications. Condensed Consolidating Balance Sheets September 30, 2019 Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 61,701,804 $ 2,605,365 $ 1,373,295 $ — $ 65,680,464 Restricted cash — 1,177,630 7,027,075 — 8,204,705 Investment in life insurance policies, at fair value — 106,329,394 701,188,694 — 807,518,088 Life insurance policy benefits receivable, net — 961,200 16,407,976 — 17,369,176 Financing receivables from affiliates — 241,185,081 — — 241,185,081 Equity method investment 370,652,128 — — — 370,652,128 Other assets 43,810,955 2,433,192 4,147,164 — 50,391,311 Investment in subsidiaries 944,560,782 592,688,454 — (1,537,249,236 ) — TOTAL ASSETS $ 1,420,725,669 $ 947,380,316 $ 730,144,204 $ (1,537,249,236 ) $ 1,561,000,953 LIABILITIES & STOCKHOLDERS' EQUITY LIABILITIES Senior credit facility with LNV Corporation $ — $ (329,050 ) $ 132,046,570 $ — $ 131,717,520 L Bonds 830,341,949 — — — 830,341,949 Seller Trust L Bonds 366,891,940 — — — 366,891,940 Accounts payable 1,353,654 927,306 289,882 — 2,570,842 Interest and dividends payable 13,273,621 — 3,452,723 — 16,726,344 Other accrued expenses 2,812,483 3,006,986 880,867 — 6,700,336 TOTAL LIABILITIES 1,214,673,647 3,605,242 136,670,042 — 1,354,948,931 STOCKHOLDERS' EQUITY Member capital — 943,775,074 593,474,162 (1,537,249,236 ) — Redeemable preferred stock and Series 2 redeemable preferred stock 209,817,500 — — — 209,817,500 Common stock 33,033 — — — 33,033 Additional paid-in capital 237,159,909 — — — 237,159,909 Accumulated deficit (240,958,420 ) — — — (240,958,420 ) TOTAL STOCKHOLDERS' EQUITY 206,052,022 943,775,074 593,474,162 (1,537,249,236 ) 206,052,022 TOTAL LIABILITIES AND EQUITY $ 1,420,725,669 $ 947,380,316 $ 730,144,204 $ (1,537,249,236 ) $ 1,561,000,953 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, net — 5,000,000 11,460,687 — 16,460,687 Financing receivables from affiliates — 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 EQUITY $ 1,316,261,986 $ 802,150,533 $ 672,501,786 $ (1,310,047,254 ) $ 1,480,867,051 Condensed Consolidating Statements of Operations For the three months ended September 30, 2019 Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUE Gain (loss) on life insurance policies, net $ — $ 2,231,897 $ 15,560,427 $ — $ 17,792,324 Interest and other income 257,050 3,825,547 336,058 — 4,418,655 TOTAL REVENUE 257,050 6,057,444 15,896,485 — 22,210,979 EXPENSES Interest expense 24,573,192 — 3,716,478 — 28,289,670 Employee compensation and benefits 6,374,457 2,080,646 681,721 — 9,136,824 Legal and professional fees 1,816,531 297,254 480,682 — 2,594,467 Other expenses 2,094,036 586,601 868,628 — 3,549,265 TOTAL EXPENSES 34,858,216 2,964,501 5,747,509 — 43,570,226 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (34,601,166 ) 3,092,943 10,148,976 — (21,359,247 ) EQUITY IN INCOME OF SUBSIDIARIES 13,241,919 11,448,079 — (24,689,998 ) — INCOME (LOSS) BEFORE INCOME TAXES (21,359,247 ) 14,541,022 10,148,976 (24,689,998 ) (21,359,247 ) INCOME TAX EXPENSE (BENEFIT) — — — — — NET INCOME (LOSS) BEFORE EARNINGS (LOSS) FROM EQUITY METHOD INVESTMENT (21,359,247 ) 14,541,022 10,148,976 (24,689,998 ) (21,359,247 ) Earnings (loss) from equity method investment 955,751 — — — 955,751 NET INCOME (LOSS) (20,403,496 ) 14,541,022 10,148,976 (24,689,998 ) (20,403,496 ) Preferred stock dividends 4,231,641 — — — 4,231,641 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (24,635,137 ) $ 14,541,022 $ 10,148,976 $ (24,689,998 ) $ (24,635,137 ) For the three months ended September 30, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUE Gain on life insurance policies, net $ — $ 4,122,153 $ 11,599,360 $ — $ 15,721,513 Interest and other income 3,333,424 1,700,414 181,677 — 5,215,515 TOTAL REVENUE 3,333,424 5,822,567 11,781,037 — 20,937,028 EXPENSES Interest expense 16,739,120 — 5,060,212 — 21,799,332 Employee compensation and benefits 2,292,251 3,086,682 169,838 — 5,548,771 Legal and professional fees 483,512 221,613 716,839 — 1,421,964 Other expenses 1,590,823 455,800 642,347 — 2,688,970 TOTAL EXPENSES 21,105,706 3,764,095 6,589,236 — 31,459,037 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (17,772,282 ) 2,058,472 5,191,801 — (10,522,009 ) EQUITY IN INCOME OF SUBSIDIARIES 7,250,273 6,266,481 — (13,516,754 ) — INCOME (LOSS) BEFORE INCOME TAXES (10,522,009 ) 8,324,953 5,191,801 (13,516,754 ) (10,522,009 ) INCOME TAX EXPENSE (BENEFIT) — — — — — NET INCOME (LOSS) (10,522,009 ) 8,324,953 5,191,801 (13,516,754 ) (10,522,009 ) Preferred stock dividends 4,313,542 — — — 4,313,542 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (14,835,551 ) $ 8,324,953 $ 5,191,801 $ (13,516,754 ) $ (14,835,551 ) For the nine months ended September 30, 2019 Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUE Gain (loss) on life insurance policies, net $ — $ 6,783,129 $ 52,435,403 $ — $ 59,218,532 Interest and other income 1,438,068 9,852,224 929,470 — 12,219,762 TOTAL REVENUE 1,438,068 16,635,353 53,364,873 — 71,438,294 EXPENSES Interest expense 71,753,380 — 11,998,231 — 83,751,611 Employee compensation and benefits 13,991,440 5,791,512 1,301,863 — 21,084,815 Legal and professional fees 6,146,443 1,212,791 2,903,996 — 10,263,230 Other expenses 8,548,645 1,549,259 2,217,530 — 12,315,434 TOTAL EXPENSES 100,439,908 8,553,562 18,421,620 — 127,415,090 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (99,001,840 ) 8,081,791 34,943,253 — (55,976,796 ) EQUITY IN INCOME OF SUBSIDIARIES 43,025,044 39,802,437 — (82,827,481 ) — INCOME (LOSS) BEFORE INCOME TAXES (55,976,796 ) 47,884,228 34,943,253 (82,827,481 ) (55,976,796 ) INCOME TAX EXPENSE (BENEFIT) — — — — — NET INCOME (LOSS) BEFORE EARNINGS (LOSS) FROM EQUITY METHOD INVESTMENT (55,976,796 ) 47,884,228 34,943,253 (82,827,481 ) (55,976,796 ) Earnings (loss) from equity method investment (371,281 ) — — — (371,281 ) NET INCOME (LOSS) (56,348,077 ) 47,884,228 34,943,253 (82,827,481 ) (56,348,077 ) Preferred stock dividends 12,806,173 — — — 12,806,173 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (69,154,250 ) $ 47,884,228 $ 34,943,253 $ (82,827,481 ) $ (69,154,250 ) For the nine months ended September 30, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUE Gain (loss) on life insurance policies, net $ — $ 12,135,832 $ 40,794,176 $ — $ 52,930,008 Interest and other income 4,447,322 1,726,938 689,380 — 6,863,640 TOTAL REVENUE 4,447,322 13,862,770 41,483,556 — 59,793,648 EXPENSES Interest expense 38,758,326 — 16,252,193 — 55,010,519 Employee compensation and benefits 5,629,344 5,881,219 1,016,576 — 12,527,139 Legal and professional fees 1,290,614 688,003 1,772,704 — 3,751,321 Other expenses 5,082,525 1,397,314 1,782,485 — 8,262,324 TOTAL EXPENSES 50,760,809 7,966,536 20,823,958 — 79,551,303 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (46,313,487 ) 5,896,234 20,659,598 — (19,757,655 ) EQUITY IN INCOME OF SUBSIDIARIES 26,555,832 23,824,330 — (50,380,162 ) — INCOME (LOSS) BEFORE INCOME TAXES (19,757,655 ) 29,720,564 20,659,598 (50,380,162 ) (19,757,655 ) INCOME TAX EXPENSE (BENEFIT) — — — — — NET INCOME (LOSS) (19,757,655 ) 29,720,564 20,659,598 (50,380,162 ) (19,757,655 ) Preferred stock dividends 12,356,513 — — — 12,356,513 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (32,114,168 ) $ 29,720,564 $ 20,659,598 $ (50,380,162 ) $ (32,114,168 ) Condensed Consolidating Statements of Cash Flows For the three months ended September 30, 2019 Parent Guarantor Non-Guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (20,403,496 ) $ 14,541,022 $ 10,148,976 $ (24,689,998 ) $ (20,403,496 ) Adjustments to reconcile net income (loss) to net cash flows from operating activities: Equity of subsidiaries (13,241,919 ) (11,448,079 ) — 24,689,998 — Change in fair value of life insurance policies — (2,251,068 ) (11,929,902 ) — (14,180,970 ) Amortization of deferred financing and issuance costs 3,196,852 — 263,755 — 3,460,607 Accretion of discount on financing receivables from affiliates — (427,914 ) — — (427,914 ) Provision for uncollectible policy benefits receivable — — 200,897 — 200,897 (Earnings) Loss from equity method investment (955,751 ) — — — (955,751 ) Stock-based compensation 700,688 — — — 700,688 (Increase) decrease in operating assets: Life insurance policy benefits receivable — 570,197 (12,563,873 ) — (11,993,676 ) Accrued interest on financing receivables — (2,078,175 ) — — (2,078,175 ) Other assets 517,880 (201,431 ) 73,734 — 390,183 Increase (decrease) in operating liabilities: Accounts payable and other accrued expenses (3,366,349 ) 649,937 (962,907 ) — (3,679,319 ) NET CASH FLOWS USED IN OPERATING ACTIVITIES (33,552,095 ) (645,511 ) (14,769,320 ) — (48,966,926 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life insurance policies — — (710,863 ) — (710,863 ) Carrying value of matured life insurance policies — 1,347,089 5,292,830 — 6,639,919 Financing receivables from affiliates issued — — — — — Equity method investment acquired — — — — — Payment of capital contributions (497,879 ) (9,715,465 ) — 10,213,344 — NET CASH FLOWS USED IN INVESTING ACTIVITIES (497,879 ) (8,368,376 ) 4,581,967 10,213,344 5,929,056 CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on senior debt — — 3,937,020 — 3,937,020 Repayments of senior debt — — (2,079,600 ) — (2,079,600 ) Proceeds from issuance of L Bonds 107,012,114 — — — 107,012,114 Payments for issuance and redemptions of L Bonds (61,679,235 ) — — — (61,679,235 ) Issuance (repurchase) of common stock — — — — — Payments for redemption of preferred stock (2,920,292 ) — — — (2,920,292 ) Preferred stock dividends (4,231,641 ) — — — (4,231,641 ) Issuance of member capital — (1,010,542 ) 11,223,886 (10,213,344 ) — NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES 38,180,946 (1,010,542 ) 13,081,306 (10,213,344 ) 40,038,366 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 4,130,972 (10,024,429 ) 2,893,953 — (2,999,504 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD 57,570,832 13,807,424 5,506,417 — 76,884,673 END OF PERIOD $ 61,701,804 $ 3,782,995 $ 8,400,370 $ — $ 73,885,169 For the three months ended September 30, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (10,522,009 ) $ 8,324,953 $ 5,191,801 $ (13,516,754 ) $ (10,522,009 ) Adjustments to reconcile net income (loss) to net cash flows from operating activities: Equity of subsidiaries (7,250,273 ) (6,266,481 ) — 13,516,754 — Change in fair value of life insurance policies — (3,485,452 ) (21,354,115 ) — (24,839,567 ) Amortization of deferred financing and issuance costs 2,311,567 — 263,755 — 2,575,322 Amortization of discount or premium on financing receivables 251,672 (251,672 ) — — — Stock-based compensation 528,461 — — — 528,461 (Increase) decrease in operating assets: Accrued interest on financing receivables (2,839,926 ) (1,444,444 ) — — (4,284,370 ) Life insurance policy benefits receivable — (2,000,000 ) 18,562,304 — 16,562,304 Other assets (82,158 ) 98,900 305,226 — 321,968 Increase (decrease) in operating liabilities: Account payable and other accrued expenses 2,931,894 (384,380 ) (1,157,273 ) — 1,390,241 NET CASH FLOWS USED IN OPERATING ACTIVITIES (14,670,772 ) (5,408,576 ) 1,811,698 — (18,267,650 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life insurance policies — (11,368,457 ) (31,523,307 ) — (42,891,764 ) Carrying value of matured life insurance policies — 669,349 1,656,640 — 2,325,989 Equity method investment acquired (1,421,059 ) — — — (1,421,059 ) Payment of capital contributions (59,567,886 ) (47,346,065 ) — 106,913,951 — NET CASH FLOWS USED IN INVESTING ACTIVITIES (60,988,945 ) (58,045,173 ) (29,866,667 ) 106,913,951 (41,986,834 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on senior debt — — — — — Repayments of senior debt — — (18,425,136 ) — (18,425,136 ) Proceeds from issuance of L Bonds 68,884,369 — — — 68,884,369 Payments for issuance and redemptions of L Bonds (20,195,657 ) — — — (20,195,657 ) Issuance (redemption) of common stock 682,954 — — — 682,954 Common stock dividends (25,709,412 ) — — — (25,709,412 ) Proceeds from issuance of convertible preferred stock 50,000,000 — — — 50,000,000 Payments for redemption of preferred stock (821,778 ) — — — (821,778 ) Preferred stock dividends (4,313,542 ) — — — (4,313,542 ) Issuance of member capital — 58,589,352 48,324,599 (106,913,951 ) — NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 68,526,934 58,589,352 29,899,463 (106,913,951 ) 50,101,798 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (7,132,783 ) (4,864,397 ) 1,844,494 — (10,152,686 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD 123,017,408 6,195,102 1,883,603 — 131,096,113 END OF PERIOD $ 115,884,625 $ 1,330,705 $ 3,728,097 $ — $ 120,943,427 For the nine months ended September 30, 2019 Parent Guarantor Non-Guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (56,348,077 ) $ 47,884,228 $ 34,943,253 $ (82,827,481 ) $ (56,348,077 ) Adjustments to reconcile net income (loss) to net cash flows from operating activities: Equity of subsidiaries (43,025,044 ) (39,802,437 ) — 82,827,481 — Change in fair value of life insurance policies — (8,713,865 ) (39,317,330 ) — (48,031,195 ) Amortization of deferred financing and issuance costs 9,191,110 — 791,265 — 9,982,375 Accretion of discount on financing receivables from affiliates — (1,292,434 ) — — (1,292,434 ) Provision for uncollectible policy benefit receivable — — 200,897 — 200,897 (Earnings) Loss from equity method investment 371,281 — — — 371,281 Stock-based compensation 1,365,219 — — — 1,365,219 (Increase) decrease in operating assets: Life insurance policy benefits receivable — 4,038,800 (5,148,186 ) — (1,109,386 ) Accrued interest on financing receivables — (5,123,774 ) — — (5,123,774 ) Other assets (1,048,310 ) (112,467 ) (3,395,677 ) — (4,556,454 ) Increase (decrease) in operating liabilities: Accounts payable and other accrued expenses (443,269 ) (252,502 ) (7,736,395 ) — (8,432,166 ) NET CASH FLOWS USED IN OPERATING ACTIVITIES (89,937,090 ) (3,374,451 ) (19,662,173 ) — (112,973,714 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life insurance policies — (8,682,044 ) (23,567,353 ) — (32,249,397 ) Carrying value of matured life insurance policies — 3,403,008 17,281,959 — 20,684,967 Financing receivables from affiliates issued — (50,000,000 ) — — (50,000,000 ) Equity method investment acquired (10,000,000 ) — — — (10,000,000 ) Payment of capital contributions (102,353,486 ) (42,021,014 ) — 144,374,500 — NET CASH FLOWS USED IN INVESTING ACTIVITIES (112,353,486 ) (97,300,050 ) (6,285,394 ) 144,374,500 (71,564,430 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on senior debt — — 3,937,020 — 3,937,020 Repayments of senior debt — — (21,648,615 ) — (21,648,615 ) Proceeds from issuance of L Bonds 278,238,656 — — — 278,238,656 Payments for issuance and redemptions of L Bonds (108,656,765 ) — — — (108,656,765 ) Issuance (repurchase) of common stock 57,518 — — — 57,518 Payments for redemption of preferred stock (6,134,538 ) — — — (6,134,538 ) Preferred stock dividends (12,806,173 ) — — — (12,806,173 ) Issuance of member capital — 97,007,915 47,366,585 (144,374,500 ) — NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 150,698,698 97,007,915 29,654,990 (144,374,500 ) 132,987,103 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (51,591,878 ) (3,666,586 ) 3,707,423 — (51,551,041 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD 113,293,682 7,449,581 4,692,947 — 125,436,210 END OF PERIOD $ 61,701,804 $ 3,782,995 $ 8,400,370 $ — $ 73,885,169 For the nine months ended September 30, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (19,757,655 ) $ 29,720,564 $ 20,659,598 $ (50,380,162 ) $ (19,757,655 ) Adjustments to reconcile net income (loss) to net cash flows from operating activities: Equity of subsidiaries (26,555,832 ) (23,824,330 ) — 50,380,162 — Change in fair value of life insurance policies — (9,691,293 ) (46,367,043 ) — (56,058,336 ) Amortization of deferred financing and issuance costs 6,450,018 — 791,265 — 7,241,283 Amortization of discount or premium on financing receivables 251,672 (251,672 ) — — — Stock-based compensation 788,865 — — — 788,865 (Increase) decrease in operating assets: Accrued interest on financing receivable (2,839,926 ) (1,444,444 ) — — (4,284,370 ) Life insurance policy benefits receivable — (1,300,000 ) 7,486,065 — 6,186,065 Other assets (2,477,789 ) 164,028 826,523 — (1,487,238 ) Increase (decrease) in operating liabilities: Account payable and other accrued expenses 3,832,942 (365,125 ) (3,341,098 ) — 126,719 NET CASH FLOWS USED IN OPERATING ACTIVITIES (40,307,705 ) (6,992,272 ) (19,944,690 ) — (67,244,667 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life insurance policies — (26,916,457 ) (71,524,071 ) — (98,440,528 ) Carrying value of matured life insurance policies — 2,623,779 10,933,853 — 13,557,632 Equity method investment acquired (1,421,059 ) — — — (1,421,059 ) Payment of capital contributions (136,620,599 ) (112,777,113 ) — 249,397,712 — NET CASH FLOWS USED IN INVESTING ACTIVITIES (138,041,658 ) (137,069,791 ) (60,590,218 ) 249,397,712 (86,303,955 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on senior debt — — 12,903,166 — 12,903,166 Repayments of senior debt — — (63,463,452 ) — (63,463,452 ) Proceeds from issuance of L Bonds 166,081,914 — — — 166,081,914 Payments for issuance and redemptions of L Bonds (46,151,926 ) — — — (46,151,926 ) Issuance (redemption) of common stock 682,954 — — — 682,954 Common stock dividends (25,709,412 ) — — — (25,709,412 ) 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 preferred stock (4,142,294 ) — — — (4,142,294 ) Payments for redemption of preferred stock (2,361,692 ) — — — (2,361,692 ) Preferred stock dividends (12,356,513 ) — — — (12,356,513 ) Issuance of member capital — 134,538,735 114,858,977 (249,397,712 ) — NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 182,281,159 134,538,735 64,298,691 (249,397,712 ) 131,720,873 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 3,931,796 (9,523,328 ) (16,236,217 ) — (21,827,749 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD 111,952,829 10,854,033 19,964,314 — 142,771,176 END OF PERIOD $ 115,884,625 $ 1,330,705 $ 3,728,097 $ — $ 120,943,427 |