Guarantee and Collateral Provisions of L Bonds and Seller Trust L Bonds | (23) Guarantee and Collateral Provisions 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 12, and we have issued Seller Trust L Bonds under a Supplemental Indenture, as described in Note 13. 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 are senior secured obligations of GWG, ranking junior to all senior debt of GWG (see Note 11), and pari passu in right of payment and in respect of collateral with all L Bonds of GWG (see Note 12). 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 second 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 second amended and restated senior credit facility at any given time. Any excess after satisfying all amounts owing under our second 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, 2019 and 2018, with respect to the financial position, and as of December 31, 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 the Trust. Consolidating Balance Sheets (in thousands) December 31, 2019 Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 57,721 $ 2,644 $ 18,708 $ — $ 79,073 Restricted cash — — 20,258 — 20,258 Investment in life insurance policies, at fair value — 340 795,699 — 796,039 Life insurance policy benefits receivable, net — 200 22,831 — 23,031 Investment in GWG stock — — 24,550 (24,550 ) — Loan receivables — — 232,344 — 232,344 Fees receivable — — 29,168 — 29,168 Financing receivable from affiliates — 235,573 — (168,420 ) 67,153 Equity method investment 384,264 — — (382,503 ) 1,761 Other assets 62,354 320,490 22,163 (376,633 ) 28,374 Goodwill — — 2,358,005 — 2,358,005 Investment in subsidiaries 1,221,227 664,723 — (1,885,950 ) — TOTAL ASSETS $ 1,725,566 $ 1,223,970 $ 3,523,726 $ (2,838,056 ) $ 3,635,206 LIABILITIES & STOCKHOLDERS’ EQUITY LIABILITIES Senior credit facility with LNV Corporation $ — $ — $ 174,390 $ — $ 174,390 L Bonds 926,638 — — — 926,638 Seller Trust L Bonds 366,892 — — — 366,892 Other borrowings — — 153,086 — 153,086 Intercompany debt – commercial loan — — 168,420 (168,420 ) — Interest and dividends payable 12,491 — 4,025 — 16,516 Deferred revenue — — 41,444 — 41,444 Account payable and accrued expenses 3,093 3,891 78,455 (57,603 ) 27,836 Deferred tax liability 57,923 — — — 57,923 TOTAL LIABILITIES 1,367,037 3,891 619,820 (226,023 ) 1,764,725 Redeemable noncontrolling interests — — 1,588,604 (318,950 ) 1,269,654 STOCKHOLDERS’ EQUITY Member capital — 1,220,079 665,871 (1,885,950 ) — Common units — — 563,966 (563,966 ) — Redeemable preferred stock and Series 2 redeemable preferred stock 201,891 — — — 201,891 Common stock 33 — — — 33 Treasury stock — — — (24,550 ) (24,550 ) Additional paid-in capital 233,106 — — — 233,106 Accumulated deficit (76,501 ) — — — (76,501 ) Noncontrolling interests — — 85,465 181,383 266,848 TOTAL STOCKHOLDERS’ EQUITY 358,529 1,220,079 1,315,302 (2,293,083 ) 600,827 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,725,566 $ 1,223,970 $ 3,523,726 $ (2,838,056 ) $ 3,635,206 December 31, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated ASSETS Cash and cash equivalents $ 113,294 $ 232 $ 1,061 $ — $ 114,587 Restricted cash — 7,217 3,632 — 10,849 Investment in life insurance policies, at fair value — 92,336 655,586 — 747,922 Life insurance policy benefits receivable, net — 5,000 11,461 — 16,461 Financing receivables from affiliates — 184,769 — — 184,769 Equity method investment 360,842 — — — 360,842 Other assets 42,944 1,731 762 — 45,437 Investment in subsidiaries 799,182 510,865 — (1,310,047 ) — TOTAL ASSETS $ 1,316,262 $ 802,150 $ 672,502 $ (1,310,047 ) $ 1,480,867 LIABILITIES & STOCKHOLDERS’ EQUITY LIABILITIES Senior credit facility with LNV Corporation $ — $ — $ 148,978 $ — $ 148,978 L Bonds 651,403 — — — 651,403 Seller Trust L Bonds 366,892 — — — 366,892 Interest and dividends payable 14,047 — 4,508 — 18,555 Accounts payable and accrued expenses 2,862 3,267 7,852 — 13,981 TOTAL LIABILITIES 1,035,204 3,267 161,338 — 1,199,809 STOCKHOLDERS’ EQUITY Member capital — 798,883 511,164 (1,310,047 ) — Redeemable preferred stock and Series 2 redeemable preferred stock 215,973 — — — 215,973 Common stock 33 — — — 33 Additional paid-in capital 249,662 — — — 249,662 Accumulated deficit (184,610 ) — — — (184,610 ) TOTAL STOCKHOLDERS’ EQUITY 281,058 798,883 511,164 (1,310,047 ) 281,058 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,316,262 $ 802,150 $ 672,502 $ (1,310,047 ) $ 1,480,867 Consolidating Statements of Operations (in thousands) For the year ended December 31, 2019 Parent Guarantor Non-Guarantor Eliminations Consolidated REVENUE Gain on life insurance policies, net $ — $ 6,889 $ 68,431 $ — $ 75,320 Interest and other income 2,090 13,738 1,128 — 16,956 TOTAL REVENUE 2,090 20,627 69,559 — 92,276 EXPENSES Interest expense 98,535 — 16,309 — 114,844 Employee compensation and benefits 17,699 9,103 1,507 — 28,309 Legal and professional fees 8,322 1,392 3,110 — 12,824 Other expenses 11,283 1,983 2,630 — 15,896 TOTAL EXPENSES 135,839 12,478 23,556 — 171,873 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (133,749 ) 8,149 46,003 — (79,597 ) EQUITY IN INCOME OF SUBSIDIARIES 31,322 51,362 — (82,684 ) — NET INCOME (LOSS) BEFORE INCOME TAXES (102,427 ) 59,511 46,003 (82,684 ) (79,597 ) INCOME TAX EXPENSE 57,933 — — — 57,933 NET INCOME (LOSS) BEFORE EARNINGS FROM EQUITY METHOD INVESTMENT (160,360 ) 59,511 46,003 (82,684 ) (137,530 ) Earnings (loss) from equity method investment (4,077 ) — — — (4,077 ) Gain on consolidation of equity method investment 272,546 (22,830 ) — — 249,716 NET INCOME (LOSS) 108,109 36,681 46,003 (82,684 ) 108,109 Preferred stock dividends 16,943 — — — 16,943 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ 91,166 $ 36,681 $ 46,003 $ (82,684 ) $ 91,166 For the year ended December 31, 2018 Parent Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated REVENUE Gain (loss) on life insurance policies, net $ — $ 8,340 $ (22,445 ) $ — $ (14,105 ) Interest and other income 8,586 4,280 849 — 13,715 TOTAL REVENUE 8,586 12,620 (21,596 ) — (390 ) EXPENSES Interest expense 59,112 — 21,024 — 80,136 Employee compensation and benefits 9,980 5,742 1,685 — 17,407 Legal and professional fees 1,795 864 2,882 — 5,541 Other expenses 6,908 1,995 7,092 — 15,995 TOTAL EXPENSES 77,795 8,601 32,683 — 119,079 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (69,209 ) 4,019 (54,279 ) — (119,469 ) EQUITY IN INCOME OF SUBSIDIARIES (50,260 ) (48,666 ) — 98,926 — NET INCOME (LOSS) BEFORE INCOME TAXES (119,469 ) (44,647 ) (54,279 ) 98,926 (119,469 ) INCOME TAX EXPENSE — — — — — NET INCOME (LOSS) BEFORE EARNINGS FROM EQUITY METHOD INVESTMENT (119,469 ) (44,647 ) (54,279 ) 98,926 (119,469 ) Earnings from equity method investment 18 — — — 18 NET INCOME (LOSS) (119,451 ) (44,647 ) (54,279 ) 98,926 (119,451 ) Preferred stock dividends 16,663 — — — 16,663 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (136,114 ) $ (44,647 ) $ (54,279 ) $ 98,926 $ (136,114 ) Consolidating Statements of Cash Flows (in thousands) For the year ended December 31, 2019 Parent Guarantor Non-Guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 108,109 $ 36,681 $ 46,003 $ (82,684 ) $ 108,109 Adjustments to reconcile net income (loss) to net cash flows used in operating activities: Equity of subsidiaries (31,322 ) (51,362 ) — 82,684 — Change in fair value of investment in life insurance policies — (9,477 ) (39,538 ) — (49,015 ) Amortization of deferred financing and issuance costs 12,727 — 1,077 — 13,804 Amortization of discount or premium on financing receivables — (1,720 ) — — (1,720 ) Provision for uncollectible policy benefit receivable — — 153 — 153 Earnings from equity method investments 4,077 — — — 4,077 Stock-based compensation 1,732 — — — 1,732 Gain on consolidation of equity method investment (272,546 ) 22,830 — — (249,716 ) Deferred income taxes 57,923 — — — 57,923 (Increase) decrease in operating assets: Life insurance policy benefits receivable — 4,800 (11,483 ) — (6,683 ) Interest receivable added to commercial loan principal — (6,913 ) — — (6,913 ) Other assets (1,079 ) 194 (4,171 ) — (5,056 ) Increase (decrease) in operating liabilities: Accounts payable and other accrued expenses (1,173 ) (296 ) (6,828 ) — (8,297 ) Interest and dividends payable (746 ) — (482 ) — (1,228 ) NET CASH FLOWS USED IN OPERATING ACTIVITIES (122,298 ) (5,263 ) (15,269 ) — (142,830 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life insurance policies — (8,682 ) (23,685 ) — (32,367 ) Carrying value of matured life insurance policies — 3,403 29,862 — 33,265 Equity investment acquired (12,388 ) — — — (12,388 ) Business combination consideration, net of cash acquired (79,030 ) — 17,551 — (61,479 ) Other investments acquired — (65,000 ) — — (65,000 ) Payment of capital contributions (72,217 ) 4,256 — 67,961 — NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES (163,635 ) (66,023 ) 23,728 67,961 (137,969 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on senior debt — — 50,133 — 50,133 Repayments of senior debt — — (23,756 ) — (23,756 ) Payments for senior debt issuance costs — — (2,042 ) — (2,042 ) Proceeds from issuance of L Bonds 403,397 — — — 403,397 Payments for L Bonds issuance costs (25,284 ) — — — (25,284 ) Payments for redemption of L Bonds (116,809 ) — — — (116,809 ) Issuance of common stock 59 — — — 59 Payments for redemption of redeemable preferred stock (14,061 ) — — — (14,061 ) Preferred stock dividends (16,943 ) — — — (16,943 ) Issuance of member capital — 66,481 1,480 (67,961 ) — NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 230,359 66,481 25,815 (67,961 ) 254,694 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH (55,574 ) (4,805 ) 34,274 — (26,105 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF THE PERIOD 113,294 7,449 4,693 — 125,436 END OF THE PERIOD $ 57,720 $ 2,644 $ 38,967 $ — $ 99,331 For the year ended December 31, 2018 Parent Guarantor Non-Guarantor Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (119,451 ) $ (44,647 ) $ (54,279 ) $ 98,926 $ (119,451 ) Adjustments to reconcile net income (loss) to net cash flows used in operating activities: Equity of subsidiaries 50,260 48,666 — (98,926 ) — Change in fair value of investment in life insurance policies — (4,263 ) 14,607 — 10,344 Amortization of deferred financing and issuance costs 8,982 — 1,055 — 10,037 Amortization of discount or premium on financing receivables 628 (642 ) — — (14 ) Provision for uncollectible policy benefit receivable — — 4,300 — 4,300 Earnings from equity method investment (18 ) — — — (18 ) Stock-based compensation 2,182 — — — 2,182 (Increase) decrease in operating assets: Life insurance policy benefits receivable — (3,500 ) (602 ) — (4,102 ) Interest receivable added to loan principal (7,046 ) (3,488 ) — — (10,534 ) Other assets (188,365 ) (144,147 ) 4,372 332,546 4,406 Increase (decrease) in operating liabilities: Accounts payable and other accrued expenses (55 ) 812 3,345 — 4,102 Interest and dividends payable 4,025 — (756 ) 3,269 NET CASH FLOWS USED IN OPERATING ACTIVITIES (248,858 ) (151,209 ) (27,958 ) 332,546 (95,479 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life insurance policies — (41,404 ) (87,099 ) — (128,503 ) Carrying value of matured life insurance policies — 4,424 16,340 — 20,764 Equity method investments (3,204 ) — — — (3,204 ) Other investments acquired (3,037 ) — — — (3,037 ) NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES (6,241 ) (36,980 ) (70,759 ) — (113,980 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on senior debt — — 12,903 — 12,903 Repayments of senior debt — — (77,219 ) — (77,219 ) Proceeds from issuance of L Bonds 263,965 — — — 263,965 Payments for L Bonds issuance costs (17,379 ) — — — (17,379 ) Payments for redemption of L Bonds (48,027 ) — — — (48,027 ) Issuance of common stock 614 — — — 614 Proceeds from issuance of convertible preferred stock 50,000 — — — 50,000 Proceeds from issuance of redeemable preferred stock 56,238 — — — 56,238 Payments for redeemable preferred stock issuance costs (4,142 ) — — — (4,142 ) Payments for redemption of redeemable preferred stock (2,457 ) — — — (2,457 ) Common stock dividends (25,709 ) — — — (25,709 ) Preferred stock dividends (16,663 ) — — — (16,663 ) Issuance of member capital — 184,784 147,762 (332,546 ) — NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 256,440 184,784 83,446 (332,546 ) 192,124 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 1,341 (3,405 ) (15,271 ) — (17,335 ) CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF THE PERIOD 111,953 10,854 19,964 — 142,771 END OF THE PERIOD $ 113,294 $ 7,449 $ 4,693 $ — $ 125,436 |