Guarantee and Collateral Provisions of L Bonds and Seller Trust L Bonds | (18) 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 10, and we have issued Seller Trust L Bonds under a Supplemental Indenture, as described in Note 10. 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 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 LNV Credit Facility require that we maintain a significant excess of pledged collateral value over the amount outstanding on the LNV Credit Facility at any given time. Any excess after satisfying all amounts owing under our LNV Credit Facility is available as collateral for the L Bonds (including the Seller Trust L Bonds). The following represents consolidating financial information as of March 31, 2020 and December 31, 2019, with respect to the financial position, and for the three months ended March 31, 2020 and 2019, 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 GWG Life Trust under the equity method. The non-guarantor subsidiaries column presents the financial information of all non-guarantor subsidiaries, including DLP IV, GWG Life Trust and Beneficient. Condensed Consolidating Balance Sheets (in thousands) March 31, 2020 Parent Guarantor Non- Eliminations Consolidated ASSETS Cash and cash equivalents $ 101,529 $ 1,753 $ 13,150 $ — $ 116,432 Restricted cash — 512 25,934 — 26,446 Investment in life insurance policies, at fair value — 344 801,837 — 802,181 Life insurance policy benefits receivable, net — 200 15,130 — 15,330 Loans receivable, net of unearned income — — 219,296 — 219,296 Allowance for loan losses — — (700 ) — (700 ) Loans receivable, net — — 218,596 — 218,596 Fees receivable — — 30,453 — 30,453 Financing receivable from affiliate — 239,564 — (171,274 ) 68,290 Investment in GWG stock — — 25,400 (25,400 ) — Other assets 67,792 320,460 23,471 (377,817 ) 33,906 Goodwill — — 2,372,595 — 2,372,595 Investment in subsidiaries 1,569,254 653,926 — (2,223,180 ) — TOTAL ASSETS $ 1,738,575 $ 1,216,759 $ 3,526,566 $ (2,797,671 ) $ 3,684,229 LIABILITIES & STOCKHOLDERS' EQUITY LIABILITIES Senior credit facility with LNV Corporation $ — $ — $ 188,793 $ — $ 188,793 L Bonds 1,009,781 — — — 1,009,781 Seller Trust L Bonds 366,892 — — — 366,892 Other borrowings — — 152,597 — 152,597 Intercompany debt – Commercial loan — — 171,329 (171,329 ) — Interest and dividends payable 12,162 — 10,241 — 22,403 Deferred revenue — — 39,651 — 39,651 Accounts payable and accrued expenses 8,532 2,071 69,238 (58,702 ) 21,139 Deferred tax liability, net 40,206 — — — 40,206 TOTAL LIABILITIES 1,437,573 2,071 631,849 (230,031 ) 1,841,462 Redeemable noncontrolling interests — — 1,553,554 (311,913 ) 1,241,641 STOCKHOLDERS' EQUITY Member capital — 1,214,688 655,073 (1,869,761 ) — Common units — — 603,417 (603,417 ) — Redeemable preferred stock and Series 2 redeemable preferred stock 186,658 — — — 186,658 Common stock 33 — — — 33 Common stock in treasury — — — (24,550 ) (24,550 ) Additional paid-in-capital 229,207 — — — 229,207 Accumulated deficit (114,896 ) — — (7,037 ) (121,933 ) Noncontrolling interests — — 82,673 249,038 331,711 TOTAL STOCKHOLDERS' EQUITY 301,002 1,214,688 1,341,163 (2,255,727 ) 601,126 TOTAL LIABILITIES AND EQUITY $ 1,738,575 $ 1,216,759 $ 3,526,566 $ (2,797,671 ) $ 3,684,229 December 31, 2019 Parent Guarantor Non- 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 ) — Loans receivable, net of unearned income — — 232,344 — 232,344 Allowance for loan losses — — — — — Loans receivable, net — — 232,344 — 232,344 Fees receivable — — 29,168 — 29,168 Financing receivable from affiliates — 235,573 — (168,420 ) 67,153 Other assets 446,618 320,490 22,163 (759,136 ) 30,135 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 Condensed Consolidating Statements of Operations (in thousands) For the three months ended March 31, 2020 Parent Guarantor Non- Eliminations Consolidated REVENUE Gain on life insurance policies, net $ — $ 3 $ 14,442 $ — $ 14,445 Interest and other income 365 5,237 18,447 (4,937 ) 19,112 TOTAL REVENUE 365 5,240 32,889 (4,937 ) 33,557 EXPENSES Interest expense 28,737 — 11,221 (4,087 ) 35,871 Employee compensation and benefits 7,391 100 70,213 — 77,704 Legal and professional fees 1,947 134 4,082 — 6,163 Provision for loan losses — — 700 — 700 Other expenses 2,461 423 728 — 3,612 TOTAL EXPENSES 40,536 657 86,944 (4,087 ) 124,050 INCOME (LOSS) BEFORE EQUITY IN INCOME (LOSS) OF SUBSIDIARIES (40,171 ) 4,583 (54,055 ) (850 ) (90,493 ) EQUITY IN INCOME (LOSS) OF SUBSIDIARIES (11,128 ) 9,561 — 1,567 — INCOME (LOSS) BEFORE INCOME TAXES (51,299 ) 14,144 (54,055 ) 717 (90,493 ) INCOME TAX BENEFIT (14,434 ) — (73 ) — (14,507 ) NET INCOME (LOSS) BEFORE EARNINGS (LOSS) FROM EQUITY METHOD INVESTMENT (36,865 ) 14,144 (53,982 ) 717 (75,896 ) Loss from equity method investment (1,530 ) — — — (1,530 ) NET INCOME (LOSS) (38,395 ) 14,144 (53,982 ) 717 (77,516 ) Net loss attributable to noncontrolling interests — — 37,842 (5,758 ) 32,084 Less: Preferred stock dividends 3,952 — — — 3,952 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (42,347 ) $ 14,144 $ (16,140 ) $ (5,041 ) $ (49,384 ) For the three months ended March 31, 2019 Parent Guarantor Non- Eliminations Consolidated REVENUE Gain (loss) on life insurance policies, net $ — $ 2,067 $ 19,429 $ — $ 21,496 Interest and other income 614 2,833 274 — 3,721 TOTAL REVENUE 614 4,900 19,703 — 25,217 EXPENSES Interest expense 22,607 — 4,368 — 26,975 Employee compensation and benefits 3,224 1,855 75 — 5,154 Legal and professional fees 1,280 580 1,087 — 2,947 Other expenses 1,692 473 663 — 2,828 TOTAL EXPENSES 28,803 2,908 6,193 — 37,904 INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES (28,189 ) 1,992 13,510 — (12,687 ) EQUITY IN INCOME OF SUBSIDIARIES 15,502 14,885 — (30,387 ) — INCOME (LOSS) BEFORE INCOME TAXES (12,687 ) 16,877 13,510 (30,387 ) (12,687 ) INCOME TAX EXPENSE (BENEFIT) — — — — — NET INCOME (LOSS) BEFORE LOSS FROM EQUITY METHOD INVESTMENT (12,687 ) 16,877 13,510 (30,387 ) (12,687 ) Loss from equity method investment (1,927 ) — — — (1,927 ) NET INCOME (LOSS) (14,614 ) 16,877 13,510 (30,387 ) (14,614 ) Preferred stock dividends 4,296 — — — 4,296 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (18,910 ) $ 16,877 $ 13,510 $ (30,387 ) $ (18,910 ) Condensed Consolidating Statements of Cash Flows (in thousands) For the three months ended March 31, 2020 Parent Guarantor Non- Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (38,395 ) $ 14,144 $ (53,982 ) $ 717 $ (77,516 ) Adjustments to reconcile net income (loss) to net cash flows from operating activities: Equity of subsidiaries 11,128 (9,561 ) — (1,567 ) — Change in fair value of life insurance policies — (4 ) (12,173 ) — (12,177 ) Amortization of deferred financing and issuance costs 3,882 — 329 — 4,211 Amortization of upfront fees — — (1,793 ) — (1,793 ) Amortization of debt premiums — — (473 ) — (473 ) Amortization and depreciation on long-lived assets 31 1 140 — 172 Accretion of discount on financing receivable from affiliate — (1,620 ) 1,620 — — Non-cash interest income — (1,138 ) (12,236 ) — (13,374 ) Non-cash interest expense — — 676 — 676 Loss from equity method investment 1,530 — — — 1,530 Provision for loan losses — — 700 — 700 Deferred income tax (17,717 ) — — — (17,717 ) Equity-based compensation 4,303 — 65,145 — 69,448 (Increase) decrease in operating assets: Life insurance policy benefits receivable — — 7,701 — 7,701 Fees receivable — — (1,285 ) — (1,285 ) Accrued interest on financing receivable — (1,234 ) 1,234 — — Other assets 270 29 (1,880 ) 1,949 368 Increase (decrease) in operating liabilities: Accounts payable and other accrued expenses 5,372 (1,821 ) (3,555 ) (1,099 ) (1,103 ) NET CASH FLOWS USED IN OPERATING ACTIVITIES (29,596 ) (1,204 ) (9,832 ) — (40,632 ) CASH FLOWS FROM INVESTING ACTIVITIES Carrying value of matured life insurance policies — — 6,035 — 6,035 Purchases of fixed assets (60 ) — (421 ) — (481 ) Equity method investments (5,417 ) — — — (5,417 ) Net change of loans receivable — — 10,614 — 10,614 Payment of capital contributions 19,528 20,359 — (39,887 ) — NET CASH FLOWS PROVIDED BY INVESTING ACTIVITIES 14,051 20,359 16,228 (39,887 ) 10,751 CASH FLOWS FROM FINANCING ACTIVITIES Borrowings on senior debt — — 14,074 — 14,074 Proceeds from issuance of L Bonds 109,053 — — — 109,053 Payments for issuance and redemptions of L Bonds (30,532 ) — — — (30,532 ) Issuance of common stock 18 — — — 18 Payments for redemption of preferred stock (15,233 ) — — — (15,233 ) Preferred stock dividends (3,952 ) — — — (3,952 ) Issuance of member capital — (19,534 ) (20,353 ) 39,887 — NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES 59,354 (19,534 ) (6,279 ) 39,887 73,428 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 43,809 (379 ) 117 — 43,547 CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD 57,720 2,644 38,967 — 99,331 END OF PERIOD $ 101,529 $ 2,265 $ 39,084 $ — $ 142,878 For the three months ended March 31, 2019 Parent Guarantor Non- Eliminations Consolidated CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (14,614 ) $ 16,877 $ 13,510 $ (30,387 ) $ (14,614 ) Adjustments to reconcile net income (loss) to net cash flows from operating activities: Equity of subsidiaries (15,502 ) (14,885 ) — 30,387 — Change in fair value of life insurance policies — (3,620 ) (11,951 ) — (15,571 ) Amortization of deferred financing and issuance costs 2,836 — 264 — 3,100 Accretion of discount on financing receivable from affiliate — (419 ) — — (419 ) Loss from equity method investment 1,927 — — — 1,927 Equity-based compensation 834 — — — 834 (Increase) decrease in operating assets: Life insurance policy benefits receivable — 5,000 2,261 — 7,261 Accrued interest on financing receivable — (1,551 ) — — (1,551 ) Other assets (416 ) 72 (3,598 ) — (3,942 ) Increase (decrease) in operating liabilities: Accounts payable and other accrued expenses 1,404 (481 ) (4,251 ) — (3,328 ) NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES (23,531 ) 993 (3,765 ) — (26,303 ) CASH FLOWS FROM INVESTING ACTIVITIES Investment in life insurance policies — (8,681 ) (18,711 ) — (27,392 ) Carrying value of matured life insurance policies — 169 8,532 — 8,701 Payment of capital contributions (33,724 ) (28,498 ) 62,222 — NET CASH FLOWS USED IN INVESTING ACTIVITIES (33,724 ) (37,010 ) (10,179 ) 62,222 (18,691 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayments of senior debt — — (2,373 ) — (2,373 ) Proceeds from issuance of L Bonds 125,985 — — — 125,985 Payments for issuance and redemptions of L Bonds (23,974 ) — — — (23,974 ) Repurchase of common stock (269 ) — — — (269 ) Payments for redemption of preferred stock (819 ) — — — (819 ) Preferred stock dividends (4,296 ) — — — (4,296 ) Issuance of member capital — 31,713 30,509 (62,222 ) — NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 96,627 31,713 28,136 (62,222 ) 94,254 NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 39,372 (4,304 ) 14,192 — 49,260 CASH, CASH EQUIVALENTS AND RESTRICTED CASH BEGINNING OF PERIOD 113,294 7,449 4,693 — 125,436 END OF PERIOD $ 152,666 $ 3,145 $ 18,885 $ — $ 174,696 |