Edgar Filing: GWG Holdings, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

For the transition period from _________ to ________

Commission File Number: None

GWG HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		26-2222607
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

220 South Sixth Street, Suite 1200

Minneapolis, MN 55402

(Address of principal executive offices, including zip code)

(612) 746-1944

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of August 14, 2018, GWG Holdings, Inc. had 5,813,555 shares of common stock outstanding.

GWG HOLDINGS, INC.

Index to Form 10-Q

for the Quarter Ended June 30, 2018

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of June 30, 2018, and December 31, 2017	1
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2018 and 2017	2
	Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2018 and 2017	3
	Consolidated Statement of Changes in Stockholders’ Equity	5
	Notes to Condensed Consolidated Financial Statements	6
Item 1A.	Risk Factors	29
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 4.	Controls and Procedures	48

PART II. OTHER INFORMATION
Item 6.	Exhibits	49

SIGNATURES		50

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GWG HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2018			December 31, 2017
	(unaudited)
A S S E T S
Cash and cash equivalents	$	124,444,804		$	114,421,491
Restricted cash		6,651,309			28,349,685
Investment in life insurance policies, at fair value		726,063,244			650,527,353
Life insurance policy benefits receivable		27,035,000			16,658,761
Other assets		10,841,567			8,898,884
TOTAL ASSETS	$	895,035,924		$	818,856,174

L I A B I L I T I E S & S T O C K H O L D E R S’ E Q U I T Y
LIABILITIES
Senior credit facility with LNV Corporation	$	180,630,553		$	212,238,192
L Bonds		518,788,942			447,393,568
Accounts payable		2,626,283			6,394,439
Interest and dividends payable		16,936,725			15,427,509
Other accrued expenses		4,031,070			3,730,723
TOTAL LIABILITIES		723,013,573			685,184,431

STOCKHOLDERS’ EQUITY

REDEEMABLE PREFERRED STOCK
(par value $0.001; shares authorized 100,000; shares outstanding 98,095 and 98,611; liquidation preference of $98,667,000 and $99,186,000 as of June 30, 2018 and December 31, 2017, respectively)		88,997,278			92,840,243
SERIES 2 REDEEMABLE PREFERRED STOCK
(par value $0.001; shares authorized 150,000; shares outstanding 148,705 and 88,709; liquidation preference of $149,573,000 and $89,208,000 as of June 30, 2018 and December 31, 2017, respectively)		131,704,423			80,275,204
COMMON STOCK
(par value $0.001: shares authorized 210,000,000; shares issued and outstanding 5,813,555 as of both June 30, 2018 and December 31, 2017)		5,813			5,813
Additional paid-in capital		-			-
Accumulated deficit		(48,685,163	)		(39,449,517	)
TOTAL STOCKHOLDERS’ EQUITY		172,022,351			133,671,743

TOTAL LIABILITIES & EQUITY	$	895,035,924		$	818,856,174

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

GWG HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
REVENUE
Gain on life insurance policies, net	$	23,339,750		$	11,296,266		$	37,208,495		$	30,696,086
Interest and other income		975,198			371,320			1,648,125			1,059,845
TOTAL REVENUE		24,314,948			11,667,586			38,856,620			31,755,931

EXPENSES
Interest expense		17,147,850			12,246,025			33,211,187			25,490,241
Employee compensation and benefits		3,235,699			3,741,299			6,978,368			6,904,360
Legal and professional fees		1,155,728			1,330,589			2,329,357			2,276,937
Other expenses		2,832,777			3,761,098			5,573,354			6,541,420
TOTAL EXPENSES		24,372,054			21,079,011			48,092,266			41,212,958

INCOME (LOSS) BEFORE INCOME TAXES		(57,106	)		(9,411,425	)		(9,235,646	)		(9,457,027	)
INCOME TAX EXPENSE (BENEFIT)		-			(3,717,174	)		-			(3,717,674	)

NET INCOME (LOSS)		(57,106	)		(5,694,251	)		(9,235,646	)		(5,739,353	)

Preferred stock dividends		4,338,487			2,031,097			8,042,971			3,898,857
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(4,395,593	)	$	(7,725,348	)	$	(17,278,617	)	$	(9,638,210	)
NET INCOME (LOSS) PER SHARE
Basic	$	(0.76	)	$	(1.34	)	$	(2.97	)	$	(1.69	)
Diluted	$	(0.76	)	$	(1.34	)	$	(2.97	)	$	(1.69	)

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		5,813,555			5,777,724			5,813,555			5,710,909
Diluted		5,813,555			5,777,724			5,813,555			5,710,909

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

GWG HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(57,106	)	$	(5,694,251	)	$	(9,235,646	)	$	(5,739,353	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Change in fair value of life insurance policies		(14,573,175	)		(15,235,502	)		(31,218,769	)		(29,119,335	)
Amortization of deferred financing and issuance costs		2,402,773			1,497,948			4,665,961			4,164,151
Deferred income taxes		-			(3,717,174	)					(3,717,674	)
(Increase) decrease in operating assets:
Life insurance policy benefits receivable		(14,732,270	)		2,005,000			(10,376,239	)		(1,625,000	)
Other assets		(1,732,765	)		55,656			(1,809,206	)		2,252,361
Increase (decrease) in operating liabilities:
Accounts payable and other accrued expenses		542,090			1,400,844			(1,003,118	)		2,947,050
NET CASH FLOWS USED IN OPERATING ACTIVITIES		(28,150,453	)		(19,687,479	)		(48,977,017	)		(30,837,800	)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in life insurance policies		(30,248,939	)		(19,432,338	)		(55,548,764	)		(42,121,671	)
Carrying value of matured life insurance policies		6,148,349			3,014,834			11,231,643			5,383,808
NET CASH FLOWS USED IN INVESTING ACTIVITIES		(24,100,590	)		(16,417,504	)		(44,317,121	)		(36,737,863	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on (repayments of) senior debt		(29,080,815	)		(3,845,037	)		(32,135,150	)		(7,099,537	)
Payments for issuance of senior debt		-			(1,076,118	)		-			(1,190,412	)
Payments for redemption of Series I Secured Notes		-			(4,348,372	)		-			(9,798,261	)
Proceeds from issuance of L Bonds		60,536,446			31,875,811			97,197,545			56,744,470
Payments for issuance and redemption of L Bonds		(13,710,821	)		(15,025,566	)		(25,956,269	)		(39,197,163	)
Issuance (repurchase) of common stock		-			4			-			(1,603,556	)
Proceeds from issuance of preferred stock		14,372,959			34,301,747			56,238,128			61,480,941
Payments for issuance of preferred stock		(984,599	)		(1,945,618	)		(4,142,294	)		(3,963,105	)
Payments for redemption of preferred stock		(1,212,690	)		(1,372,593	)		(1,539,914	)		(1,759,332	)
Preferred stock dividends		(4,338,487	)		(2,031,097	)		(8,042,971	)		(3,898,857	)
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		25,581,993			36,533,161			81,619,075			49,715,188

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(26,669,050	)		428,178			(11,675,063	)		(17,860,475	)

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
BEGINNING OF PERIOD		157,765,163			98,024,925			142,771,176			116,313,578
END OF PERIOD	$	131,096,113		$	98,453,103		$	131,096,113		$	98,453,103

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

GWG HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — CONTINUED

(unaudited)

	Three Months Ended				Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	13,776,000	$	14,323,000	$	27,251,000	$	26,548,000
Premiums paid, including prepaid	$	12,393,000	$	11,646,000	$	24,226,000	$	22,606,000
Stock-based compensation	$	47,000	$	89,000	$	260,000	$	406,000
Payments for exercised stock options	$	-		100,000		37,000		100,000
NON-CASH INVESTING AND FINANCING ACTIVITIES
Options and stock appreciation rights issued		164,000		239,000		168,000		264,000
L Bonds:
Conversion of accrued interest and commissions payable to principal	$	219,000	$	397,000	$	562,000	$	905,000
Conversion of L Bonds to redeemable preferred stock	$	125,000	$	657,000	$	4,546,000	$	1,788,000
Preferred Stock:
Issuance of Series A Preferred Stock in lieu of cash dividends	$	-	$	166,000	$	-	$	337,000
Conversion of L Bonds to redeemable preferred stock	$	125,000	$	657,000	$	4,546,000	$	1,788,000
Investment in life insurance policies included in accounts payable	$	990,000	$	1,296,000	$	990,000	$	1,296,000

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

GWG HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited)

	Preferred Stock			Preferred			Common			Common Stock			Additional Paid-in			Accumulated			Total
	Shares			Stock			Shares			(par)			Capital			Deficit			Equity
Balance, December 31, 2016		2,699,704		$	78,726,297			5,980,190		$	5,980		$	7,383,515		$	(18,817,294	)	$	67,298,498

Net income (loss)		-			-			-			-			-			(20,632,223	)		(20,632,223	)

Issuance of common stock		-			-			33,810			33			320,970			-			321,003

Redemption of common stock		-			-			(200,445	)		(200	)		(1,603,360	)		-			(1,603,560	)

Issuance of Series A preferred stock		71,237			498,659			-			-			-			-			498,659

Redemption of Series A preferred stock		(2,711,916	)		(20,199,792	)		-			-			-			-			(20,199,792	)

Issuance of redeemable preferred stock		129,622			122,933,106			-			-			(2,338,457	)		-			120,594,649

Redemption of redeemable preferred stock		(1,328	)		(1,327,776	)		-			-			-			-			(1,327,776	)

Preferred stock dividends		-			(8,925,807	)		-			-			(3,776,534	)		-			(12,702,341	)

Stock-based compensation		-			1,410,760			-			-			13,866			-			1,424,626
Balance, December 31, 2017		187,319		$	173,115,447			5,813,555		$	5,813		$	-		$	(39,449,517	)	$	133,671,743

Net income (loss)		-			-			-			-			-			(9,235,646	)		(9,235,646	)

Issuance of redeemable preferred stock		61,021			56,878,238			-			-			-			-			56,878,238

Redemption of redeemable preferred stock		(1,540	)		(1,539,914	)		-			-			-			-			(1,539,914	)

Preferred stock dividends		-			(8,042,971	)		-			-						-			(8,042,971	)

Stock-based compensation		-			290,901			-			-			-			-			290,901
Balance, June 30, 2018		246,800		$	220,701,701			5,813,555		$	5,813		$	-		$	(48,685,163	)	$	172,022,351

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(1) Nature of Business and Summary of Significant Accounting Policies

Nature of Business — We are a financial services company committed to disrupting and transforming the life insurance and related industries. We built our business by creating opportunities for consumers to obtain significantly more value for their life insurance policies in a secondary market as compared to the traditional options offered by the insurance industry. We are enhancing and extending our activities in the life insurance industry by bringing step change technology through the commercialization of advanced epigenetic technology. At the same time, we are creating opportunities for investors to receive income and capital appreciation from our investment activities related to the life insurance industry.

GWG Holdings, Inc. and all of its subsidiaries are incorporated and organized in Delaware. Unless the context otherwise requires or we specifically so indicate, all references in these footnotes to “we,” “us,” “our,” “our Company,” “GWG,” or the “Company” refer to GWG Holdings, Inc. and its subsidiaries collectively and on a consolidated basis. References to the full names of particular entities, such as “GWG Holdings, Inc.” or “GWG Holdings,” are meant to refer only to the particular entity referenced.

On August 25, 2016, GWG Holdings formed a wholly owned subsidiary, currently named Life Epigenetics Inc. (“Life Epigenetics”), to commercialize advanced epigenetic technology for the life insurance industry related to its exclusive license for “DNA Methylation Based Predictor of Mortality” technology.

Use of Estimates — The preparation of our condensed consolidated financial statements in conformity with the Generally Accepted Accounting Principles in the United States of America (GAAP) requires management to make significant estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, as well as the reported amounts of revenue during the reporting period. We regularly evaluate estimates and assumptions, which are based on current facts, historical experience, management’s judgment, and various other factors that we believe to be reasonable under the circumstances. Our actual results may differ materially and adversely from our estimates. The most significant estimates with regard to these condensed consolidated financial statements relate to (1) the determination of the assumptions used in estimating the fair value of our investments in life insurance policies and (2) the value of our deferred tax assets and liabilities.

Cash and Cash Equivalents — We consider cash in demand deposit accounts and temporary investments purchased with an original maturity of three months or less to be cash equivalents. We maintain our cash and cash equivalents with highly rated financial institutions. The balances in our bank accounts may exceed Federal Deposit Insurance Corporation limits. We periodically evaluate the risk of exceeding insured levels and may transfer funds as we deem appropriate.

Life Insurance Policies — Accounting Standards Codification 325-30, Investments in Insurance Contracts permits a reporting entity to account for its investments in life insurance policies using either the investment method or the fair value method. We elected to use the fair value method to account for our life insurance policies. We initially record our purchase of life insurance policies at the transaction price, which is the amount paid for the policy, inclusive of all external fees and costs associated with the acquisition. At each subsequent reporting period, we re-measure the investment at fair value in its entirety and recognize the change in fair value as unrealized gain or loss in the current period, net of premiums paid, within gain on life insurance policies, net in our condensed consolidated statements of operations.

In a case where our acquisition of a policy is not complete as of a reporting date, but we have nonetheless advanced direct costs and deposits for the acquisition, those costs and deposits are recorded as other assets on our condensed consolidated balance sheets until the acquisition is complete and we have secured title to the policy. On both June 30, 2018 and December 31, 2017, a total of $0 of our other assets comprised direct costs and deposits that we had advanced for life insurance policy acquisitions.

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

We also recognize realized gain (or loss) from a life insurance policy upon one of the two following events: (1) our receipt of notice or verified mortality of the insured; or (2) our sale of the policy (upon filing of change-of-ownership forms and receipt of payment). In the case of mortality, the gain (or loss) we recognize is the difference between the policy benefits and the carrying value of the policy once we determine that collection of the policy benefits is realizable and reasonably assured. In the case of a policy sale, the gain (or loss) we recognize is the difference between the sale price and the carrying value of the policy on the date we receive sale proceeds.

Other Assets — Life Epigenetics is engaged in the development of intellectual property related to its exclusive license for the “DNA Methylation Based Predictor of Mortality” technology for the life insurance industry. The cost of entering into this license agreement is included in other assets on our condensed consolidated balance sheets.

To maintain the Company’s life insurance provider licenses in certain states, we are required to keep cash security deposits with the states’ licensing authorities. Security deposits included in other assets were $575,000 at both June 30, 2018 and December 31, 2017.

Stock-Based Compensation — We measure and recognize compensation expense for all stock-based payments at fair value on the grant date over the requisite service period. We use the Black-Scholes option pricing model to determine the weighted-average fair value of stock options. For restricted stock grants, fair value is determined as of the closing price of our common stock on the date of grant. Stock-based compensation expense is recorded in general and administrative expenses based on the classification of the employee or vendor. The determination of fair value of stock-based payment awards on the date of grant is affected by our stock price and a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and the expected duration of the awards.

The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at grant date. Volatility is based on the standard deviation of the average continuously compounded rate of return of five selected comparable companies. We have not paid common stock dividends.

Deferred Financing and Issuance Costs — Loans advanced to us under our senior credit facility with LNV Corporation, as described in Note 6, are reported net of financing costs, including issuance costs, sales commissions and other direct expenses, which are amortized using the straight-line method over the term of the facility. We had no loans advanced to us under our senior credit facility with Autobahn Funding Company during the year ended December 31, 2017 and this credit facility has since been terminated, as described in Note 5. The L Bonds, as described in Note 8, are reported net of financing costs, which are amortized using the interest method over the term of those borrowings. The Series I Secured Notes, as described in Note 7 have been redeemed, was reported net of financing costs, all of which were fully amortized using the interest method as of December 31, 2017. The Series A Convertible Preferred Stock (“Series A”), as described in Note 9, was reported net of financing costs (including the fair value of warrants issued), all of which were fully amortized using the interest method as of December 31, 2017. All shares of Series A have been redeemed and the obligations thereunder satisfied. Selling and issuance costs of Redeemable Preferred Stock (“RPS”) and Series 2 Redeemable Preferred Stock (“RPS 2”), described in Notes 10 and 11, are netted against additional paid-in-capital, until depleted, and then against the outstanding balance of the preferred stock.

Earnings (loss) per Share — Basic earnings (loss) per share attributable to common shareholders are calculated using the weighted-average number of shares outstanding during the reported period. Diluted earnings (loss) per share are calculated based on the potential dilutive impact of our Series A, RPS, RPS 2, warrants and stock options. Due to our net loss attributable to common shareholders for the three and six months ended June 30, 2018, there are no dilutive securities.

Reclassification — Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

Recently Issued Accounting Pronouncements — On February 25, 2016, the FASB issued Accounting Standards Update 2016-02 Leases (“ASU 2016-02”). The new guidance is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 provides more transparency and comparability in the financial statements of lessees by recognizing all leases with a term greater than twelve months on the balance sheet. Lessees will also be required to disclose key information about their leases. Early adoption is permitted. We are currently evaluating the impact of the adoption of this pronouncement and have not yet adopted ASU 2016-02 as of June 30, 2018.

In March 2016, the FASB issued Accounting Standards Update 2016-09 (“ASU 2016-09”) to simplify the accounting for stock compensation related to the following items: income tax accounting, award classification, estimation of forfeitures, and cash flow presentation. The new guidance is effective for fiscal years beginning after December 15, 2016. We adopted ASU 2016-09 effective January 1, 2017. The impact of the adoption was not material to the financial statements.

In November 2016, the FASB issued Accounting Standards Update 2016-18 (“ASU 2016-18”), which amends ASC 230 Statement of Cash Flows to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. The guidance, to be applied retrospectively when adopted, requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. We adopted ASU 2016-18 as of March 31, 2018. The impact of the adoption was not material to the financial statements.

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(2) Restrictions on Cash

Under the terms of our senior credit facility with LNV Corporation (discussed in Note 6), we are required to maintain collection and payment accounts that are used to collect policy benefits from pledged policies, pay annual policy premiums, interest and other charges under the facility, and distribute funds to pay down the facility. The agents for the lender authorize the disbursements from these accounts. At June 30, 2018 and December 31, 2017, there was a balance of $1,937,000 and $19,967,000, respectively, in these collection and payment accounts.

To fund the Company’s acquisition of life insurance policies, we are required to maintain escrow accounts. Distributions from these accounts are made according to life insurance policy purchase contracts. At June 30, 2018 and December 31, 2017, there was a balance of $4,714,000 and $8,383,000, respectively, in the Company’s escrow accounts.

(3) Investment in Life Insurance Policies

Our investments in life insurance policies are valued based on unobservable inputs that are significant to their overall fair value. Changes in the fair value of these policies, net of premiums paid, are recorded in gain on life insurance policies, net in our condensed consolidated statements of operations. Fair value is determined on a discounted cash flow basis that incorporates life expectancy assumptions generally derived from reports obtained from widely accepted life expectancy providers (other than insured lives covered under small face amount policies – those with $1 million in face value benefits or less), assumptions relating to cost-of-insurance (premium) rates and other assumptions. The discount rate we apply incorporates current information about discount rates applied by other public reporting companies owning portfolios of life insurance policies, the discount rates observed in the life insurance secondary market, market interest rates, the estimated credit exposure to the insurance companies that issued the life insurance policies and management’s estimate of the operational risk premium a purchaser would require to receive the future cash flows derived from our portfolio as a whole. Management has discretion regarding the combination of these and other factors when determining the discount rate. As a result of management’s analysis, a discount rate of 10.45% was applied to our portfolio as of both June 30, 2018 and December 31, 2017.

Portfolio Information

Our portfolio of life insurance policies, owned by our subsidiaries as of June 30, 2018, is summarized below:

Life Insurance Portfolio Summary

Total portfolio face value of policy benefits	$	1,849,079,000
Average face value per policy	$	1,831,000
Average face value per insured life	$	2,052,000
Average age of insured (yrs.)*		81.9
Average life expectancy estimate (yrs.)*		6.8
Total number of policies		1,010
Number of unique lives		901
Demographics		76% Males; 24% Females
Number of smokers		41
Largest policy as % of total portfolio face value		0.72	%
Average policy as % of total portfolio		0.10	%
Average annual premium as % of face value		3.11	%

*	Averages presented in the table are weighted averages.

A summary of our policies, organized according to their estimated life expectancy dates as of the reporting date, is as follows:

	As of June 30, 2018						As of December 31, 2017
Years Ending December 31,	Number of Policies		Estimated Fair Value		Face Value		Number of Policies		Estimated Fair Value		Face Value
2018		4	$	3,328,000	$	3,375,000		8	$	4,398,000	$	4,689,000
2019		35		44,532,000		55,472,000		48		63,356,000		83,720,000
2020		80		77,686,000		115,736,000		87		79,342,000		127,373,000
2021		97		104,685,000		176,820,000		98		96,154,000		170,695,000
2022		119		100,279,000		190,208,000		90		85,877,000		181,120,000
2023		102		84,874,000		205,340,000		93		69,467,000		175,458,000
2024		111		83,602,000		232,258,000		100		77,638,000		228,188,000
Thereafter		462		227,077,000		869,870,000		374		174,295,000		704,905,000
Totals		1,010	$	726,063,000	$	1,849,079,000		898	$	650,527,000	$	1,676,148,000

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

We recognized life insurance benefits of $27,623,000 and $10,935,000 during the three months ended June 30, 2018 and 2017, respectively. The forgoing amounts pertained to policies with carrying values of $6,148,000 and $3,015,000, respectively, for which we recorded realized gains of $21,475,000 and $7,920,000, respectively. We recognized life insurance benefits of $42,127,000 and $29,910,000 during the six months ended June 30, 2018 and 2017, respectively. The forgoing amounts pertained to policies with carrying values of $11,232,000 and $5,384,000, for which we recorded realized gains of $30,895,000 and $24,526,000, respectively.

Reconciliation of gain on life insurance policies:

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Change in estimated probabilistic cash flows ⁽¹⁾	$	17,409,000		$	13,431,000		$	36,414,000		$	27,465,000
Unrealized gain on acquisitions ⁽²⁾		5,795,000			8,044,000			12,769,000			18,646,000
Premiums and other annual fees		(12,708,000	)		(11,859,000	)		(24,906,000	)		(22,949,000	)
Change in discount rates ⁽³⁾		-			4,143,000			-			4,143,000
Change in life expectancy evaluation ⁽⁴⁾		(95,000	)		(6,662,000	)		(4,963,000	)		(8,604,000	)
Face value of matured policies		27,623,000			10,935,000			42,127,000			29,910,000
Fair value of matured policies		(14,684,000	)		(6,736,000	)		(24,233,000	)		(17,915,000	)
Gain on life insurance policies, net	$	23,340,000		$	11,296,000		$	37,208,000		$	30,696,000

(1)	Change in fair value of expected future cash flows relating to our investment in life insurance policies that are not specifically attributable to changes in life expectancy, discount rate or policy maturity events.

(2)	Gain resulting from fair value in excess of transaction price for policies acquired during the reporting period.

(3)	The discount rate of 10.45% as of June 30, 2018 remained unchanged from both the prior quarter and year end dates. The discount rate of 10.81% as of June 30, 2017 reflected a decrease from the 10.96% rate used at both the preceding quarter and year end dates.

(4)	The change in fair value due to updating life expectancy estimates on certain life insurance policies in our portfolio.

We currently estimate that premium payments and servicing fees required to maintain our current portfolio of life insurance policies in force for the next five years, assuming no mortalities, are as follows:

Years Ending December 31,	Premiums		Servicing		Premiums and Servicing Fees
Six months ending December 31, 2018	$	27,358,000	$	677,000	$	28,035,000
2019		63,323,000		1,355,000		64,678,000
2020		73,758,000		1,355,000		75,113,000
2021		84,700,000		1,355,000		86,055,000
2022		95,964,000		1,355,000		97,319,000
2023		107,289,000		1,355,000		108,644,000
	$	452,392,000	$	7,452,000	$	459,844,000

Management anticipates funding the majority of the premium payments estimated above from cash flows realized from life insurance policy benefits, and to the extent necessary, with additional borrowing capacity, created as the premiums and servicing costs of pledged life insurance policies become due, under the amended and restated senior credit facility with LNV Corporation as described in Note 6, and the net proceeds from our offering of L Bonds as described in Note 8. Management anticipates funding premiums and servicing costs of non-pledged life insurance policies with cash flows realized from life insurance policy benefits from our portfolio of life insurance policies and net proceeds from our offering of L Bonds. The proceeds of these capital sources may also be used for the purchase, policy premiums and servicing costs of additional life insurance policies as well as for other working capital and financing expenditures including paying principal, interest and dividends.

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(4) Fair Value Definition and Hierarchy

Accounting Standards Codification 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a hierarchical disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is affected by a number of factors, including the type of investment, the characteristics specific to the investment and the state of the marketplace, including the existence and transparency of transactions between market participants. Assets and liabilities with readily available and actively quoted prices, or for which fair value can be measured from actively quoted prices in an orderly market, generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

ASC 820 maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring the use of observable inputs whenever available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect assumptions about how market participants price an asset or liability based on the best available information. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

The hierarchy is broken down into three levels based on the observability of inputs as follows:

Level 1 —

Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Because valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.

Level 2 —

Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 —

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The availability of observable inputs can vary by types of assets and liabilities and is affected by a wide variety of factors, including, for example, whether an instrument is established in the marketplace, the liquidity of markets and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for assets and liabilities categorized in Level 3.

Level 3 Valuation Process

The estimated fair value of our portfolio of life insurance policies is determined on a quarterly basis by management taking into consideration a number of factors, including changes in discount rate assumptions, estimated premium payments and life expectancy estimate assumptions, as well as any changes in economic and other relevant conditions. The discount rate incorporates current information about discount rates applied by other reporting companies owning portfolios of life insurance policies, the discount rates observed in the life insurance secondary market, market interest rates, the estimated credit exposure to the insurance company that issued the life insurance policy and management’s estimate of the operational risk premium a purchaser would require to receive the future cash flows derived from our portfolio as a whole. Management has discretion regarding the combination of these and other factors when determining the discount rate.

These inputs are then used to estimate the discounted cash flows from the portfolio using the Model Actuarial Pricing System (“MAPS”) probabilistic and stochastic portfolio pricing model, which estimates the expected cash flows using various mortality probabilities and scenarios. The valuation process includes a review by senior management as of each quarterly valuation date. We also engage MAPS to independently test the accuracy of the valuations using the inputs we provide on a quarterly basis. A copy of a letter documenting the MAPS calculation is filed as Exhibit 99.1 to this report.

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The following table reconciles the beginning and ending fair value of our Level 3 investments in our portfolio of life insurance policies for the periods ended June 30, as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Beginning balance	$	687,389,000		$	545,397,000		$	650,527,000		$	511,192,000
Purchases		30,249,000			19,432,000			55,549,000			42,122,000
Maturities (initial cost basis)		(6,148,000	)		(3,015,000	)		(11,232,000	)		(5,384,000	)
Net change in fair value		14,573,000			15,236,000			31,219,000			29,120,000
Ending balance	$	726,063,000		$	577,050,000		$	726,063,000		$	577,050,000

For life insurance policies with face amounts greater than $1 million and that are not pledged under any senior credit facility (approximately 18.4% of our portfolio by face amount of policy benefits) we attempt to update the life expectancy estimates on a continuous rotating three year cycle. For life insurance policies that are pledged under the LNV senior credit facility (approximately 73.1% of our portfolio by face amount of policy benefits) we are presently required to update the life expectancy estimates every two years beginning from the date of the amended facility. For the remaining small face insurance policies (i.e., a policy with $1 million in face value benefits or less) we may employ a range of methods and timeframes to update life expectancy estimates.

The following table summarizes the inputs utilized in estimating the fair value of our portfolio of life insurance policies:

	As of June 30, 2018			As of December 31, 2017
Weighted-average age of insured, years *		81.9			81.7
Weighted-average life expectancy, months *		82.0			82.4
Average face amount per policy	$	1,831,000		$	1,867,000
Discount rate		10.45	%		10.45	%

(*)

Weighted-average by face amount of policy benefits

Life expectancy estimates and market discount rates for a portfolio of life insurance policies are inherently uncertain and the effect of changes in estimates may be significant. For example, if the life expectancy estimates were increased or decreased by four and eight months on each outstanding policy, and the discount rates were increased or decreased by 1% and 2%, with all other variables held constant, the fair value of our investment in life insurance policies would increase or decrease as summarized below:

Change in Fair Value of the Investment in Life Insurance Policies

	Change in Life Expectancy Estimates
	minus 8 months		minus 4 months		plus 4 months			plus 8 months

June 30, 2018	$	96,387,000	$	47,837,000	$	(47,457,000	)	$	(94,194,000	)
December 31, 2017	$	86,391,000	$	42,886,000	$	(42,481,000	)	$	(84,238,000	)

	Change in Discount Rate
	minus 2%		minus 1%		plus 1%			plus 2%

June 30, 2018	$	75,047,000	$	35,898,000	$	(33,001,000	)	$	(63,412,000	)
December 31, 2017	$	68,117,000	$	32,587,000	$	(29,964,000	)	$	(57,583,000	)

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Other Fair Value Considerations

The carrying value of receivables, prepaid expenses, accounts payable and accrued expenses approximate fair value due to their short-term maturities and low credit risk. Using the income-based valuation approach, the estimated fair value of our L Bonds, having an aggregate face value of $534,302,000 as of June 30, 2018, is approximately $541,680,000 based on a weighted-average market interest rate of 6.78%. The carrying value of the senior credit facility with LNV Corporation reflects interest charged at 12-month LIBOR plus an applicable margin. The margin represents our credit risk, and the strength of the portfolio of life insurance policies collateralizing the debt. The overall rate reflects market, and the carrying value of the facility approximates fair value.

GWG MCA participates in the merchant cash advance industry by directly advancing sums to merchants and lending money, on a secured basis, to companies that advance sums to merchants. Each quarter, we review the carrying value of these cash advances, and determine if an impairment reserve is necessary. At June 30, 2018 one of our secured cash advances was impaired. Specifically, the secured loan to Nulook Capital LLC had an outstanding balance of $1,914,000 and a loan loss reserve of $1,908,000 at June 30, 2018. We deem fair value to be the estimated collectible value on each loan or advance made from GWG MCA. Secured MCA advances, net of loan loss reserve, of $1,345,000 and $1,662,000 are included within other assets on our condensed consolidated balance sheets as of June 30, 2018 and December 31, 2017, respectively. Where we estimate the collectible amount to be less than the outstanding balance, we record a reserve for the difference. Provision for MCA advances are recorded within other expenses on the statement of operations (see Note 15).

The following table summarizes outstanding common stock warrants (discussed in Note 13) as of June 30, 2018:

Month issued	Warrants issued		Fair value per share		Risk free rate			Volatility			Term
September 2014		16,000	$	1.26		1.85	%		17.03	%	5 years
		16,000

(5) Credit Facility — Autobahn Funding Company LLC

On September 12, 2017, we terminated our $105 million senior credit facility with Autobahn Funding Company LLC, the Credit and Security Agreement governing the facility as well as the related pledge agreement, pursuant to which our obligations under the facility were secured. We paid off in full all obligations under the facility on September 14, 2016, and since that date, we have had no amounts outstanding under the facility.

The Credit and Security Agreement contained certain financial and non-financial covenants, and we were in compliance with these covenants during the year ended December 31, 2017 until the date of termination.

(6) Credit Facility — LNV Corporation

On September 27, 2017, we entered into an amended and restated senior credit facility with LNV Corporation as lender through our subsidiary GWG DLP Funding IV, LLC (“DLP IV”). The Amended and Restated Loan Agreement governing the facility makes available a total of up to $300,000,000 in credit with a maturity date of September 27, 2029. Additional advances are available under the Amended and Restated Loan Agreement at the LIBOR rate as defined in the Amended and Restated Loan Agreement. Advances are available as the result of additional borrowing base capacity, created as the premiums and servicing costs of pledged life insurance policies become due. Interest will accrue on amounts borrowed under the Amended and Restated Loan Agreement at an annual interest rate, determined as of each date of borrowing or quarterly if there is no borrowing, equal to (A) the greater of 12-month LIBOR or the federal funds rate (as defined in the agreement) plus one-half of one percent per annum, plus (B) 7.50% per annum. The effective rate at June 30, 2018 was 10.19%. Interest payments are made on a quarterly basis.

As of June 30, 2018, approximately 73.1% of the total face value of our portfolio is pledged to LNV Corporation. The amount outstanding under this facility was $190,389,000 and $222,525,000 at June 30, 2018 and December 31, 2017, respectively. Obligations under the facility are secured by a security interest in DLP IV’s assets, for the benefit of the lenders under the Amended and Restated Loan Agreement, through an arrangement under which Wells Fargo serves as securities intermediary. The life insurance policies owned by DLP IV do not serve as direct collateral for the obligations of GWG Holdings under the L Bonds. The difference between the amount outstanding and the carrying amount on our condensed consolidated balance sheets is due to netting of unamortized debt issuance costs.

The Amended and Restated Loan Agreement has certain financial and nonfinancial covenants, and we were in compliance with these covenants at June 30, 2018 and December 31, 2017.

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(7) Series I Secured Notes

Series I Secured Notes were legal obligations of GWG Life and were privately offered and sold from August 2009 through June 2011. On September 8, 2017, we redeemed all outstanding Series I Secured Notes for an aggregate of $6,815,000.

(8) L Bonds

Our L Bonds are legal obligations of GWG Holdings. Obligations under the L Bonds are secured by the assets of GWG Holdings and by GWG Life, as a guarantor, and are subordinate to the obligations under our senior credit facility (see Note 6). We began publicly offering and selling L Bonds in January 2012 under the name “Renewable Secured Debentures”. These debt securities were re-named “L Bonds” in January 2015. L Bonds are publicly offered and sold on a continuous basis under a registration statement permitting us to sell up to $1.0 billion in principal amount of L Bonds through January 2018. On December 1, 2017, an additional public offering was declared effective permitting us to sell up to $1.0 billion in principal amount of L Bonds on a continuous basis. The new offering is a follow-on to the previous L Bond offering and contains the same terms and features. We are party to an indenture governing the L Bonds dated October 19, 2011, as amended (“Indenture”), under which GWG Holdings is obligor, GWG Life is guarantor, and Bank of Utah serves as indenture trustee. On March 27, 2018 GWG L Bond holders approved Amendment No.1 to the Amended and Restated Indenture with Bank of Utah. This amendment expands the definition of Total Coverage to include, without duplication, the value of all of our other assets as reflected on our most recently available balance sheet prepared in accordance with GAAP. The Indenture contains certain financial and non-financial covenants, and we were in compliance with these covenants at June 30, 2018 and December 31, 2017.

The bonds have renewal features under which we may elect to permit their renewal, subject to the right of bondholders to elect to receive payment at maturity. Interest is payable monthly or annually depending on the election of the investor.

At June 30, 2018 and December 31, 2017, the weighted-average interest rate of our L Bonds was 7.15% and 7.29%, respectively. The principal amount of L Bonds outstanding was $534,302,000 and $461,427,000 at June 30, 2018 and December 31, 2017, respectively. The difference between the amount of outstanding L Bonds and the carrying amount on our condensed consolidated balance sheets is due to netting of unamortized deferred issuance costs, cash receipts for new issuances and payments of redemptions in process. Amortization of deferred issuance costs was $2,139,000 and $927,000 for the three months ended June 30, 2018 and 2017, respectively, and $4,138,000 and $2,856,000 for the six months ended June 30, 2018 and 2017, respectively. Future expected amortization of deferred financing costs as of June 30, 2018 is $18,060,000 in total over the next seven years.

Future contractual maturities of L Bonds, and future amortization of their deferred financing costs, at June 30, 2018 are as follows:

Years Ending December 31,	Contractual Maturities		Unamortized Deferred Financing Costs
Six months ending December 31, 2018	$	60,612,000	$	312,000
2019		150,617,000		3,024,000
2020		114,594,000		4,050,000
2021		65,293,000		2,860,000
2022		39,713,000		1,888,000
2023		36,818,000		1,984,000
Thereafter		66,655,000		3,942,000
	$	534,302,000	$	18,060,000

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(9) Series A Convertible Preferred Stock

From July 2011 through September 2012, we privately offered shares of Series A of GWG Holdings at $7.50 per share. In the offering, we sold an aggregate of 3,278,000 shares for gross consideration of $24,582,000. Holders of Series A were entitled to cumulative dividends at the rate of 10% per annum, paid quarterly. The Series A Convertible Preferred Stock were only redeemable at our option.

Purchasers of Series A in our offering received warrants to purchase an aggregate of 416,000 shares of our common stock at an exercise price of $12.50 per share. As of June 30, 2018 and December 31, 2017, all of these warrants have expired and none of them had been exercised.

On October 9, 2017 all shares of Series A were redeemed with a redemption payment equal to the sum of: (i) $8.25 per Series A share and (ii) all accrued but unpaid dividends.

(10) Redeemable Preferred Stock

On November 30, 2015, our public offering of up to 100,000 shares of RPS at $1,000 per share was declared effective. Holders of RPS are entitled to cumulative dividends at the rate of 7% per annum, paid monthly. Dividends on the RPS are recorded as a reduction to additional paid-in capital, if any, then to the outstanding balance of the preferred stock if additional paid-in-capital has been exhausted. Under certain circumstances described in the Certificate of Designation for the RPS, additional shares of RPS may be issued in lieu of cash dividends.

The RPS ranks senior to our common stock and pari passu with our RPS 2 and entitles its holders to a liquidation preference equal to the stated value per share (i.e., $1,000) plus accrued but unpaid dividends. Holders of RPS may presently convert their RPS into our common stock at a conversion price equal to the volume-weighted average price of our common stock for the 20 trading days immediately prior to the date of conversion, subject to a minimum conversion price of $15.00 and in an aggregate amount limited to 15% of the stated value of RPS originally purchased by such holder from us and still held by such holder.

Holders of RPS may request that we redeem their RPS at a price equal to their stated value plus accrued but unpaid dividends, less an applicable redemption fee, if any. Nevertheless, the Certificate of Designation for RPS permits us in our sole discretion to grant or decline redemption requests. Subject to certain restrictions and conditions, we may also redeem shares of RPS without a redemption fee upon a holder’s death, total disability or bankruptcy. In addition, after one year from the date of original issuance, we may, at our option, call and redeem shares of RPS at a price equal to their liquidation preference.

In March 2017, we closed the RPS offering to additional investors having sold 99,127 shares of RPS for an aggregate gross consideration of $99,127,000 and incurred approximately $7,019,000 of related selling costs.

At the time of its issuance, we determined that the RPS contained two embedded features: (1) optional redemption by the holder and (2) optional conversion by the holder. We determined that each of the embedded features met the definition of a derivative and that the RPS should be considered an equity host for the purposes of assessing the embedded derivatives for potential bifurcation. Based on our assessment under Accounting Standards Codification 470 “Debt” (“ASC 470”) we do not believe bifurcation of either the holder’s redemption or conversion feature is appropriate.

(11) Series 2 Redeemable Preferred Stock

On February 14, 2017, our public offering of up to 150,000 shares of RPS 2 at $1,000 per share was declared effective. Holders of RPS 2 are entitled to cumulative dividends at the rate of 7% per annum, paid monthly. Dividends on the RPS 2 are recorded as a reduction to additional paid-in capital, if any, then to the outstanding balance of the preferred stock if additional paid-in capital has been exhausted. Under certain circumstances described in the Certificate of Designation for the RPS 2, additional shares of RPS 2 may be issued in lieu of cash dividends.

The RPS 2 ranks senior to our common stock and pari passu with our RPS and entitles its holders to a liquidation preference equal to the stated value per share (i.e., $1,000) plus accrued but unpaid dividends. Holders of RPS 2 may, less an applicable conversion discount, if any, convert their RPS 2 into our common stock at a conversion price equal to the volume-weighted average price of our common stock for the 20 trading days immediately prior to the date of conversion, subject to a minimum conversion price of $12.75 and in an aggregate amount limited to 10% of the stated value of RPS 2 originally purchased by such holder from us and still held by such holder.

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Holders of RPS 2 may request that we redeem their RPS 2 shares at a price equal to their liquidation preference, less an applicable redemption fee, if any. Nevertheless, the Certificate of Designation for RPS 2 permits us in our sole discretion to grant or decline requests for redemption. Subject to certain restrictions and conditions, we may also redeem shares of RPS 2 without a redemption fee upon a holder’s death, total disability or bankruptcy. In addition, we may, at our option, call and redeem shares of RPS 2 at a price equal to their liquidation preference (subject to a minimum redemption price, in the event of redemptions occurring less than one year after issuance, of 107% of the stated value of the shares being redeemed).

In April 2018, we closed the RPS 2 offering to additional investors having sold 149,979 shares of RPS 2 for an aggregate gross consideration of $149,979,000 and incurred approximately $10,284,000 of related selling costs.

At the time of its issuance, we determined that the RPS 2 contained two embedded features: (1) optional redemption by the holder; and (2) optional conversion by the holder. We determined that each of the embedded features met the definition of a derivative and that the RPS 2 should be considered an equity host for the purposes of assessing the embedded derivatives for potential bifurcation. Based on our assessment under ASC 470 we do not believe bifurcation of either the holder’s redemption or conversion feature is appropriate.

(12) Income Taxes

We had a current income tax liability of $0 as of both June 30, 2018 and December 31, 2017. The components of our income tax expense (benefit) and the reconciliation at the statutory federal tax rate to our actual income tax expense (benefit) for the three and six months ended June 30, 2018 and 2017 consisted of the following:

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2018			2017			2018			2017

Statutory federal income tax (benefit)	$	(12,000	)	$	(3,200,000	)	$	(1,939,000	)	$	(3,215,000	)
State income taxes (benefit), net of federal benefit		10,000			(607,000	)		(692,000	)		(609,000	)
Change in valuation allowance		(36,000	)		-			2,568,000			-
Other permanent differences		38,000			90,000			63,000			106,000
Total income tax expense (benefit)	$	-		$	(3,717,000	)	$	-		$	(3,718,000	)

The tax effects of temporary differences that give rise to deferred income taxes were as follows:

	As of June 30, 2018			As of December 31, 2017
Deferred tax assets:
Note receivable from related party	$	1,437,000		$	1,437,000
Net operating loss carryforwards		9,787,000			9,995,000
Other assets		1,487,000			1,724,000
Subtotal		12,711,000			13,156,000
Valuation allowance		(8,954,000	)		(6,386,000	)
Deferred tax assets		3,757,000			6,770,000

Deferred tax liabilities:
Investment in life insurance policies		(3,651,000	)		(6,630,000	)
Other liabilities		(106,000	)		(140,000	)
Net deferred tax asset(liability)	$	-		$	-

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

At June 30, 2018 and December 31, 2017, we had federal net operating loss (“NOL”) carryforwards of $34,052,000 and $34,775,000, respectively. The NOL carryforwards will begin to expire in 2031. Future utilization of NOL carryforwards is subject to limitations under Section 382 of the Internal Revenue Code. This section generally relates to a more than 50 percent change in ownership over a three-year period. We currently do not believe that any prior issuance of common stock has resulted in an ownership change under Section 382 through June 30, 2018.

We provide for a valuation allowance when it is not considered “more likely than not” that our deferred tax assets will be realized. As of June 30, 2018, based on all available evidence, we have provided a valuation allowance against our total net deferred tax asset of $8,954,000 due to uncertainty as to the realization of our deferred tax assets during the carryforward periods.

On December 22, 2017, the U.S. federal government enacted the Tax Cuts and Jobs Act (“Tax Reform Bill”). The Tax Reform Bill changed existing United States tax law, including a reduction of the U.S. corporate income tax rate. The Company re-measured deferred taxes as of the date of enactment, reflecting those changes within deferred tax assets as of December 31, 2017.

ASC 740 requires the reporting of certain tax positions that do not meet a threshold of “more-likely-than-not” to be recorded as uncertain tax benefits. It is management’s responsibility to determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation, based upon the technical merits of the position. Management has reviewed all income tax positions taken or expected to be taken for all open years and has determined that the income tax positions are appropriately stated and supported. We do not anticipate that the total unrecognized tax benefits will significantly change prior to December 31, 2018.

Under our accounting policies, interest and penalties on unrecognized tax benefits, as well as interest received from favorable tax settlements are recognized as components of income tax expense. At June 30, 2018 and December 31, 2017, we recorded no accrued interest or penalties related to uncertain tax positions.

Our income tax returns for tax years ended December 31, 2014, 2015, 2016 and 2017, when filed, remain open to examination by the Internal Revenue Service and various state taxing jurisdictions. Our income tax return for tax year ended December 31, 2013 also remains open to examination by various state taxing jurisdictions.

(13) Common Stock

In September 2014, we consummated an initial public offering of our common stock resulting in the sale of 800,000 shares of common stock at $12.50 per share, and net proceeds of approximately $8.6 million after the payment of underwriting commissions, discounts and expense reimbursements. In connection with this offering, we listed our common stock on the Nasdaq Capital Market under the ticker symbol “GWGH.”

In conjunction with the initial public offering our Company issued warrants to purchase 16,000 shares of common stock at an exercise price of $15.63 per share. As of June 30, 2018, none of these warrants had been exercised. The remaining life of these warrants at June 30, 2018 was 1.3 years.

(14) Stock Incentive Plan

We adopted our 2013 Stock Incentive Plan in March 2013, as amended on June 1, 2015 and May 5, 2017. The Compensation Committee of our Board of Directors is responsible for the administration of the plan. Participants under the plan may be granted incentive stock options and non-statutory stock options; stock appreciation rights; stock awards; restricted stock; restricted stock units; and performance shares. Eligible participants include officers and employees of GWG Holdings and its subsidiaries, members of our Board of Directors, and consultants. Awards generally expire 10 years from the date of grant. As of June 30, 2018, 6,000,000 common stock options are authorized under the plan, of which 3,735,564 remain available for issuance.

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Stock Options

As of June 30, 2018, we had outstanding stock options for 1,679,000 shares of common stock to employees, officers, and directors under the plan. Options for 1,061,000 shares have vested, and the remaining options are scheduled to vest over three years. The options were issued with an exercise price between $6.35 and $10.38 for those beneficially owning more than 10% of our common stock, and between $4.83 and $11.00 for all others, which is equal to the market price of the shares on the date of grant. The expected annualized volatility used in the Black-Scholes model valuation of options issued during the three months ended June 30, 2018 was 20.7%. The annual volatility rate is based on the standard deviation of the average continuously compounded daily changes of stock price of five selected comparable companies. As of June 30, 2018, stock options for 723,000 shares had been forfeited and stock options for 178,000 shares had been exercised.

Outstanding stock options:

	Vested			Un-vested			Total
Balance as of December 31, 2016		738,065			844,334			1,582,399
Granted during the year		61,099			367,500			428,599
Vested during the year		327,061			(327,061	)		-
Exercised during the year		(126,498	)		-			(126,498	)
Forfeited during the year		(142,535	)		(105,017	)		(247,552	)
Balance as of December 31, 2017		857,192			779,756			1,636,948
Granted year-to-date		4,850			99,200			104,050
Vested year-to-date		235,424			(235,424	)		-
Exercised year-to-date		(23,834	)		-			(23,834	)
Forfeited year-to-date		(12,582	)		(25,501	)		(38,083	)
Balance as of June 30, 2018		1,061,050			618,031			1,679,081

As of June 30, 2018, unrecognized compensation expense related to un-vested options is $933,000. We expect to recognize this compensation expense over the remaining vesting period ($304,000 in 2018, $426,000 in 2019, $183,000 in 2020, and $20,000 in 2021).

Stock Appreciation Rights (SARs)

As of June 30, 2018, we had outstanding SARs for 407,000 shares of the common stock to employees. The strike price of the SARs was between $7.84 and $10.38, which was equal to the market price of the common stock at the date of issuance. As of June 30, 2018, 215,000 of the SARs were vested. On June 30, 2018, the market price of GWG’s common stock was $7.68.

Outstanding SARs:

	Vested		Un-vested			Total
Balance as of December 31, 2016		106,608		133,127			239,735
Granted during the year		13,001		91,986			104,987
Vested during the year		69,444		(69,444	)		-
Forfeited during the year		-		(1,750	)		(1,750	)
Balance as of December 31, 2017		189,053		153,919			342,972
Granted year-to-date		-		64,050			64,050
Vested year-to-date		25,699		(25,699	)		-
Forfeited year-to-date		-		-			-
Balance as of June 30, 2018		214,752		192,270			407,022

The liability for the SARs as of June 30, 2018 and December 31, 2017 was $483,000 and $551,000, respectively, and was recorded within other accrued expenses on the condensed consolidated balance sheets. Employee compensation and benefits expense for SARs of ($118,000) and $23,000 was recorded for the three months ended June 30, 2018 and 2017, respectively, and ($68,000) and $312,000 was recorded for the six months ended June 30, 2018 and 2017, respectively.

Upon the exercise of SARs, the Company is obligated to make cash payment equal to the positive difference between the fair market value of the Company’s common stock on the date of exercise less the fair market value of the common stock on the date of grant.

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

The following summarizes information concerning outstanding options and SARs issued under the 2013 Stock Incentive Plan:

	June 30, 2018
	Outstanding		Weighted-Average Exercise Price		Weighted-Average Remaining Life (years)		Fair Value at Grant Date
Vested
Stock Options		1,061,050	$	8.21		5.90	$	1.82
SARs		214,752	$	8.61		5.41	$	1.89
Total Vested		1,275,802	$	8.28		5.81	$	1.83

Unvested
Stock Options		618,031	$	9.22		7.18	$	2.21
SARs		192,270	$	8.93		6.11	$	2.10
Total Unvested		810,301	$	9.16		6.93	$	2.18

	December 31, 2017
	Outstanding		Weighted-Average Exercise Price		Weighted-Average Remaining Life (years)		Fair Value at Grant Date
Vested
Stock Options		857,192	$	8.05		6.17	$	1.76
SARs		189,053	$	8.54		5.86	$	1.90
Total Vested		1,046,245	$	8.14		6.11	$	1.78

Unvested
Stock Options		779,756	$	9.21		7.50	$	2.17
SARs		153,919	$	9.16		6.24	$	2.02
Total Unvested		933,675	$	9.21		7.30	$	2.15

(15) Other Expenses

The components of other expenses in our condensed consolidated statements of operations for the three and six months ended June 30, 2018 and 2017 are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Contract Labor	$	305,000	$	87,000	$	605,000	$	181,000
Marketing		509,000		649,000		930,000		1,201,000
Information Technology		366,000		351,000		866,000		682,000
Servicing and Facility Fees		468,000		405,000		862,000		686,000
Travel and Entertainment		230,000		283,000		446,000		518,000
Insurance and Regulatory		352,000		393,000		719,000		718,000
Charitable Contributions		-		89,000		-		420,000
Provision for MCA Advances		94,000		878,000		94,000		878,000
General and Administrative		509,000		626,000		1,051,000		1,257,000
Total Other Expenses	$	2,833,000	$	3,761,000	$	5,573,000	$	6,541,000

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(16) Net Loss Attributable to Common Shareholders

We have outstanding RPS and RPS 2, as described in Notes 10 and 11. RPS and RPS 2 are anti-dilutive to our net loss attributable to common shareholders calculation for both the three and six months ended June 30, 2018 and 2017. Our vested and un-vested stock options are anti-dilutive for both the three and six months ended June 30, 2018 and 2017.

(17) Commitments

We are party to an office lease with U.S. Bank National Association as the landlord. On September 1, 2015, we entered into an amendment to our original lease that expanded the leased space to 17,687 square feet and extended the term through October 2025. Under the amended lease we are obligated to pay base rent plus common area maintenance and a share of building operating costs. Rent expenses under this agreement were $110,000 during both three months ended June 30, 2018 and 2017 and $215,000 and $223,000 during the six months ended June 30, 2018 and 2017, respectively.

Minimum lease payments under the amended lease are as follows:

Six months ending December 31, 2018	$	133,000
2019		275,000
2020		284,000
2021		293,000
2022		302,000
2023		311,000
Thereafter		593,000
	$	2,191,000

(18) Contingencies

Litigation — In the normal course of business, we are involved in various legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on our financial position, results of operations or cash flows.

(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 or GWG Life Trust (“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 collection and payment accounts that are 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 condensed consolidating financial information as of June 30, 2018 and December 31, 2017, with respect to the financial position, and as of June 30, 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. 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.

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Balance Sheets

June 30, 2018	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Consolidated

A S S E T S

Cash and cash equivalents	$	123,017,408		$	546,177	$	881,219	$	-		$	124,444,804
Restricted cash		-			5,648,925		1,002,384		-			6,651,309
Investment in life insurance policies, at fair value		-			70,892,773		655,170,471		-			726,063,244
Life insurance policy benefits receivable		-			800,000		26,235,000		-			27,035,000
Other assets		4,307,833			1,921,184		4,612,550		-			10,841,567
Investment in subsidiaries		577,018,061			498,224,110		-		(1,075,242,171	)		-

TOTAL ASSETS	$	704,343,302		$	578,033,169	$	687,901,624	$	(1,075,242,171	)	$	895,035,924

L I A B I L I T I E S & S T O C K H O L D E R S’ E Q U I T Y

LIABILITIES
Senior credit facility with LNV Corporation	$	-		$	-	$	180,630,553	$	-		$	180,630,553
L Bonds		518,788,942			-		-		-			518,788,942
Accounts payable		580,162			738,894		1,307,227		-			2,626,283
Interest and dividends payable		11,449,184			-		5,487,541		-			16,936,725
Other accrued expenses		1,502,663			1,736,033		792,374		-			4,031,070
TOTAL LIABILITIES		532,320,951			2,474,927		188,217,695		-			723,013,573

STOCKHOLDERS’ EQUITY
Member capital		-			575,558,242		499,683,929		(1,075,242,171	)		-
Redeemable preferred stock and Series 2 redeemable preferred stock		220,701,701			-		-		-			220,701,701
Common stock		5,813			-		-		-			5,813
Accumulated deficit		(48,685,163	)		-		-		-			(48,685,163	)
TOTAL STOCKHOLDERS’ EQUITY		172,022,351			575,558,242		499,683,929		(1,075,242,171	)		172,022,351

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	704,343,302		$	578,033,169	$	687,901,624	$	(1,075,242,171	)	$	895,035,924

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Balance Sheets (continued)

December 31, 2017	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Consolidated

A S S E T S

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

L I A B I L I T I E S & S T O C K H O L D E R S’ E Q U I T Y

LIABILITIES
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

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statements of Operations

For the three months ended June 30, 2018	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Consolidated
REVENUE
Gain on life insurance policies, net	$	-		$	6,620,224	$	16,719,526	$	-		$	23,339,750
Interest and other income		661,859			17,798		295,541		-			975,198
TOTAL REVENUE		661,859			6,638,022		17,015,067		-			24,314,948

EXPENSES
Interest expense		11,396,554			-		5,751,296		-			17,147,850
Employee compensation and benefits		1,414,360			1,318,806		502,533		-			3,235,699
Legal and professional fees		399,790			234,740		521,198		-			1,155,728
Other expenses		1,697,222			476,907		658,648		-			2,832,777
TOTAL EXPENSES		14,907,926			2,030,453		7,433,675		-			24,372,054

INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES		(14,246,067	)		4,607,569		9,581,392		-			(57,106	)

EQUITY IN INCOME OF SUBSIDIARIES		14,188,961			10,693,650		-		(24,882,611	)		-

NET INCOME (LOSS) BEFORE INCOME TAXES		(57,106	)		15,301,219		9,581,392		(24,882,611	)		(57,106	)

INCOME TAX BENEFIT		-			-		-		-			-
NET INCOME (LOSS)		(57,106	)		15,301,219		9,581,392		(24,882,611	)		(57,106	)
Preferred stock dividends		4,338,487			-		-		-			4,338,487
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(4,395,593	)	$	15,301,219	$	9,581,392	$	(24,882,611	)	$	(4,395,593	)

For the three months ended June 30, 2017	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiaries		Eliminations			Consolidated
REVENUE
Gain on life insurance policies, net	$	-		$	201,685		$	11,094,581	$	-		$	11,296,266
Interest and other income		69,221			163,384			298,141		(159,426	)		371,320
TOTAL REVENUE		69,221			365,069			11,392,722		(159,426	)		11,667,586

EXPENSES
Interest expense		8,325,874			391,061			3,555,266		(26,176	)		12,246,025
Employee compensation and benefits		2,109,562			1,529,188			102,549		-			3,741,299
Legal and professional fees		284,756			179,461			866,372		-			1,330,589
Other expenses		1,885,146			650,320			1,358,882		(133,250	)		3,761,098
TOTAL EXPENSES		12,605,338			2,750,030			5,883,069		(159,426	)		21,079,011

INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES		(12,536,117	)		(2,384,961	)		5,509,653		-			(9,411,425	)

EQUITY IN INCOME OF SUBSIDIARIES		3,124,692			7,241,779			-		(10,366,471	)		-

NET INCOME (LOSS) BEFORE INCOME TAXES		(9,411,425	)		4,856,818			5,509,653		(10,366,471	)		(9,411,425	)

INCOME TAX BENEFIT		(3,717,174	)		-			-		-			(3,717,174	)
NET INCOME (LOSS)		(5,694,251	)		4,856,818			5,509,653		(10,366,471	)		(5,694,251	)
Preferred stock dividends		2,031,097			-			-		-			2,031,097
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(7,725,348	)	$	4,856,818		$	5,509,653	$	(10,366,471	)	$	(7,725,348	)

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statements of Operations (continued)

For the six months ended June 30, 2018	Parent			Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Consolidated
REVENUE
Gain on life insurance policies, net	$	-		$	8,013,679	$	29,194,816	$	-		$	37,208,495
Interest and other income		1,113,898			26,524		507,703		-			1,648,125
TOTAL REVENUE		1,113,898			8,040,203		29,702,519		-			38,856,620

EXPENSES
Interest expense		22,019,206			-		11,191,981		-			33,211,187
Employee compensation and benefits		3,337,093			2,794,537		846,738		-			6,978,368
Legal and professional fees		807,102			466,390		1,055,865		-			2,329,357
Other expenses		3,491,702			941,514		1,140,138		-			5,573,354
TOTAL EXPENSES		29,655,103			4,202,441		14,234,722		-			48,092,266

INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES		(28,541,205	)		3,837,762		15,467,797		-			(9,235,646	)

EQUITY IN INCOME OF SUBSIDIARIES		19,305,559			17,557,850		-		(36,863,409	)		-

NET INCOME (LOSS) BEFORE INCOME TAXES		(9,235,646	)		21,395,612		15,467,797		(36,863,409	)		(9,235,646	)

INCOME TAX BENEFIT							-		-
NET INCOME (LOSS)		(9,235,646	)		21,395,612		15,467,797		(36,863,409	)		(9,235,646	)
Preferred stock dividends		8,042,971			-		-		-			8,042,971
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(17,278,617	)	$	21,395,612	$	15,467,797	$	(36,863,409	)	$	(17,278,617	)

For the six months ended June 30, 2017	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiaries		Eliminations			Consolidated
REVENUE
Gain on life insurance policies, net	$	-		$	1,701,012		$	28,995,074	$	-		$	30,696,086
Interest and other income		154,228			235,285			923,802		(253,470	)		1,059,845
TOTAL REVENUE		154,228			1,936,297			29,918,876		(253,470	)		31,755,931

EXPENSES
Interest expense		17,587,908			677,415			7,292,113		(67,195	)		25,490,241
Employee compensation and benefits		4,038,357			2,750,770			115,232		-			6,904,360
Legal and professional fees		777,571			440,549			1,058,817		-			2,276,937
Other expenses		3,548,149			1,533,051			1,646,496		(186,275	)		6,541,420
TOTAL EXPENSES		25,951,985			5,401,785			10,112,658		(253,470	)		41,212,958

INCOME (LOSS) BEFORE EQUITY IN INCOME OF SUBSIDIARIES		(25,797,757	)		(3,465,488	)		19,806,218		-			(9,457,027	)

EQUITY IN INCOME OF SUBSIDIARIES		16,340,730			21,305,986			-		(37,646,716	)		-

NET INCOME (LOSS) BEFORE INCOME TAXES		(9,457,027	)		17,840,498			19,806,218		(37,646,716	)		(9,457,027	)

INCOME TAX BENEFIT		(3,717,674	)		-			-		-			(3,717,674	)
NET INCOME (LOSS)		(5,739,353	)		17,840,498			19,806,218		(37,646,716	)		(5,739,353	)
Preferred stock dividends		3,898,857			-			-		-			3,898,857
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(9,638,210	)	$	17,840,498		$	19,806,218	$	(37,646,716	)	$	(9,638,210	)

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statements of Cash Flows

For the three months ended June 30, 2018	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiary			Eliminations			Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(57,106	)	$	15,301,219		$	9,581,392		$	(24,882,611	)	$	(57,106	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Equity of subsidiaries		(14,188,961	)		(10,693,650	)		-			24,882,611			-
Changes in fair value of life insurance policies		-			(4,693,656	)		(9,879,519	)		-			(14,573,175	)
Amortization of deferred financing and issuance costs		2,139,018			-			263,755			-			2,402,773
(Increase) decrease in operating assets:
Life insurance policy benefits receivable		-			(600,000	)		(14,132,270	)		-			(14,732,270	)
Other assets		(59,942,967	)		(41,271,719	)		346,531			99,135,390			(1,732,765	)
Increase (decrease) in operating liabilities:
Accounts payable and other accrued expenses		471,218			(68,313	)		139,185			-			542,090
NET CASH FLOWS USED IN OPERATING ACTIVITIES		(71,578,798	)		(42,026,119	)		(13,680,926	)		99,135,390			(28,150,453	)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in life insurance policies		-			(15,548,000	)		(14,700,939	)		-			(30,248,939	)
Carrying value of matured life insurance policies		-			1,313,885			4,834,464			-			6,148,349
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES		-			(14,234,115	)		(9,866,475	)		-			(24,100,590	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on (repayments of) senior debt		-			-			(29,080,815	)		-			(29,080,815	)
Proceeds from issuance of L Bonds		60,536,446			-			-			-			60,536,446
Payments for redemption and issuance of L Bonds		(13,710,821	)		-			-			-			(13,710,821	)
Proceeds from issuance of preferred stock		14,372,959			-			-			-			14,372,959
Payments for issuance of preferred stock		(984,599	)		-			-			-			(984,599	)
Payments for redemption of preferred stock		(1,212,690	)		-			-			-			(1,212,690	)
Preferred stock dividends		(4,338,487	)		-			-			-			(4,338,487	)
Issuance of member capital		-			57,296,366			41,839,024			(99,135,390	)		-
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		54,662,808			57,296,366			12,758,209			(99,135,390	)		25,581,993

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(16,915,990	)		1,036,132			(10,789,192	)		-			(26,669,050	)

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
BEGINNING OF THE PERIOD		139,933,398			5,158,970			12,672,795			-			157,765,163

END OF THE PERIOD	$	123,017,408		$	6,195,102		$	1,883,603		$	-		$	131,096,113

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statements of Cash Flows (continued)

For the three months ended June 30, 2017	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiary			Eliminations			Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(5,694,251	)	$	4,856,818		$	5,509,653		$	(10,366,471	)	$	(5,694,251	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Equity of subsidiaries		(3,124,692	)		(7,241,779	)		-			10,366,471			-
Changes in fair value of life insurance policies		-			(134,399	)		(15,101,103	)		-			(15,235,502	)
Amortization of deferred financing and issuance costs		926,816			28,964			542,168			-			1,497,948
Deferred income taxes		(3,717,174	)		-			-			-			(3,717,174	)
(Increase) decrease in operating assets:
Life insurance policy benefits receivable		-			600,000			1,405,000			-			2,005,000
Other assets		(32,646,205	)		(23,493,280	)		316,604			55,878,537			55,656
Increase (decrease) in operating liabilities:
Accounts payable and other accrued expenses		1,974,991			(1,405,114	)		830,967			-			1,400,844
NET CASH FLOWS USED IN OPERATING ACTIVITIES		(42,280,515	)		(26,788,790	)		(6,496,711	)		55,878,537			(19,687,479	)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in life insurance policies		-			-			(19,432,338	)		-			(19,432,338	)
Carrying value of matured life insurance policies		-			256,152			2,758,682			-			3,014,834
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES		-			256,152			(16,673,656	)		-			(16,417,504	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on (repayments of) senior debt		-			-			(3,845,037	)		-			(3,845,037	)
Payments for issuance of senior debt		-			(1,076,118	)		-			-			(1,076,118	)
Payments for redemption of Series I Secured Notes		-			(4,348,372	)		-			-			(4,348,372	)
Proceeds from issuance of L Bonds		31,875,811			-			-			-			31,875,811
Payments for redemption and issuance of L Bonds		(15,025,566	)		-			-			-			(15,025,566	)
Issuance of common stock		4			-			-			-			4
Proceeds from issuance of preferred stock		34,301,747			-			-			-			34,301,747
Payments for issuance of preferred stock		(1,945,618	)		-			-			-			(1,945,618	)
Payments for redemption of preferred stock		(1,372,593	)		-			-			-			(1,372,593	)
Preferred stock dividends		(2,031,097	)		-			-			-			(2,031,097	)
Issuance of member capital		-			31,450,843			24,427,694			(55,878,537	)		-
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		45,802,688			26,026,353			20,582,657			(55,878,537	)		36,533,161

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		3,522,173			(506,285	)		(2,587,710	)		-			428,178

CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
BEGINNING OF THE PERIOD		46,110,677			6,411,771			45,502,477			-			98,024,925

END OF THE PERIOD	$	49,632,850		$	5,905,486		$	42,914,767		$	-		$	98,453,103

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statements of Cash Flows (continued)

For the six months ended June 30, 2018	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiary			Eliminations			Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(9,235,646	)	$	21,395,612		$	15,467,797		$	(36,863,409	)	$	(9,235,646	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Equity of subsidiaries		(19,305,559	)		(17,557,850	)		-			36,863,409			-
Changes in fair value of life insurance policies		-			(6,205,841	)		(25,012,928	)		-			(31,218,769	)
Amortization of deferred financing and issuance costs		4,138,451			-			527,510			-			4,665,961
(Increase) decrease in operating assets:
Life insurance policy benefits receivable		-			700,000			(11,076,239	)		-			(10,376,239	)
Other assets		(79,448,344	)		(65,365,920	)		521,297			142,483,761			(1,809,206	)
Increase (decrease) in operating liabilities:
Accounts payable and other accrued expenses		1,161,452			19,255			(2,183,825	)		-			(1,003,118	)
NET CASH FLOWS USED IN OPERATING ACTIVITIES		(102,689,646	)		(67,014,744	)		(21,756,388	)		142,483,761			(48,977,017	)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in life insurance policies		-			(15,548,000	)		(40,000,764	)		-			(55,548,764	)
Carrying value of matured life insurance policies		-			1,954,430			9,277,213			-			11,231,643
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES		-			(13,593,570	)		(30,723,551	)		-			(44,317,121	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on (repayments of) senior debt		-			-			(32,135,150	)					(32,135,150	)
Proceeds from issuance of L Bonds		97,197,545			-			-			-			97,197,545
Payments for redemption and issuance of L Bonds		(25,956,269	)		-			-			-			(25,956,269	)
Proceeds from issuance of 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		(1,539,914	)		-			-						(1,539,914	)
Preferred stock dividends		(8,042,971	)		-			-			-			(8,042,971	)
Issuance of member capital		-			75,949,383			66,534,378			(142,483,761	)		-
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		113,754,225			75,949,383			34,399,228			(142,483,761	)		81,619,075

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		11,064,579			(4,658,931	)		(18,080,711	)		-			(11,675,063	)

CASH AND 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	$	123,017,408		$	6,195,102		$	1,883,603		$	-		$	131,096,113

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Condensed Consolidating Statements of Cash Flows (continued)

For the six months ended June 30, 2017	Parent			Guarantor Subsidiary			Non-Guarantor Subsidiary			Eliminations			Consolidated

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(5,739,353	)	$	17,840,498		$	19,806,218		$	(37,646,716	)	$	(5,739,353	)
Adjustments to reconcile net income (loss) to net cash flows from operating activities:
Equity of subsidiaries		(16,340,730	)		(21,305,986	)		-			37,646,716			-
Changes in fair value of life insurance policies		-			(1,193,821	)		(27,925,514	)		-			(29,119,335	)
Amortization of deferred financing and issuance costs		2,855,809			74,384			1,233,958			-			4,164,151
Deferred income taxes, net		(3,717,674	)		-			-			-			(3,717,674	)
(Increase) decrease in operating assets:
Life insurance policy benefits receivable		-			-			(1,625,000	)		-			(1,625,000	)
Other assets		(27,138,260	)		(55,534,365	)		1,842,210			83,082,776			2,252,361
Increase (decrease) in operating liabilities:
Accounts payable and other accrued expenses		3,428,613			(1,563,526	)		1,081,963			-			2,947,050
NET CASH FLOWS USED IN OPERATING ACTIVITIES		(46,651,595	)		(61,682,816	)		(5,586,165	)		83,082,776			(30,837,800	)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in life insurance policies		-			-			(42,121,671	)		-			(42,121,671	)
Carrying value of matured life insurance policies		-			751,576			4,632,232			-			5,383,808
NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES		-			751,576			(37,489,439	)		-			(36,737,863	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on (repayments of) senior debt		-			-			(7,099,537	)		-			(7,099,537	)
Payments for issuance of senior debt		-			(1,076,118	)		(114,294	)		-			(1,190,412	)
Payments for redemption of Series I Secured Notes		-			(9,798,261	)		-			-			(9,798,261	)
Proceeds from issuance of L Bonds		56,744,470			-			-			-			56,744,470
Payments for redemption and issuance of L Bonds		(39,197,163	)		-			-			-			(39,197,163	)
Redemption of common stock		(1,603,556	)		-			-			-			(1,603,556	)
Proceeds from issuance of preferred stock		61,480,941			-			-			-			61,480,941
Payments for issuance of preferred stock		(3,963,105	)		-			-			-			(3,963,105	)
Payments for redemption of preferred stock		(1,759,332	)		-			-			-			(1,759,332	)
Preferred stock dividends		(3,898,857	)		-			-			-			(3,898,857	)
Issuance of member capital		-			26,232,504			56,850,272			(83,082,776	)		-
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		67,803,398			15,358,125			49,636,441			(83,082,776	)		49,715,188

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		21,151,803			(45,573,115	)		6,560,837			-			(17,860,475	)

CASH AND 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	$	49,632,850		$	5,905,486		$	42,914,767		$	-		$	98,453,103

GWG HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(20) Concentration

We mostly purchase life insurance policies written by life insurance companies having investment-grade ratings by independent rating agencies. As a result, there may be certain concentrations of policies with life insurance companies. The following summarizes the face value of insurance policies with specific life insurance companies exceeding 10% of the total face value held by our portfolio.

Life Insurance Company	June 30, 2018			December 31, 2017
John Hancock		14.71	%		15.57	%
AXA Equitable		11.39	%		11.88	%
Lincoln National		11.19	%		10.80	%

The following summarizes the states, based on insured state of residence of the insurance policies in our portfolio, exceeding 10% of the total face value held by us:

State of Residence	June 30, 2018			December 31, 2017
Florida		19.90	%		20.16	%
California		18.71	%		18.60	%

(21) Subsequent Events

Subsequent to June 30, 2018, two policies covering two individuals have matured. The combined face value of insurance benefits of these policies were $400,000.

Subsequent to June 30, 2018, we have issued approximately $28,462,000 of L Bonds.

On January 12, 2018, GWG Holdings and its wholly owned subsidiary GWG Life entered into a Master Exchange Agreement with The Beneficient Company Group, L.P., a Delaware limited partnership (“Beneficient”), MHT Financial SPV, LLC, a Delaware limited liability company (“MHT SPV”), and various related trusts (the “Seller Trusts”), as amended and restated on January 18, 2018 with effect from January 12, 2018, and as further amended by the First Amendment to Master Exchange Agreement and Second Amendment to Master Exchange Agreement (as amended, the “Master Exchange Agreement”). Under the Master Exchange Agreement, GWG Holdings, on the one hand, and any of Beneficient, MHT SPV or the Seller Trusts, on the other hand, could terminate the Master Exchange Agreement prior to the closing under certain circumstances, including if the conditions to closing of the transaction had not been fulfilled by June 30, 2018 (the “Closing Conditions Date”). On March 30, 2018 and June 29, 2018, GWG Holdings, GWG Life, Beneficient, MHT SPV, and the Seller Trusts entered into First and Second Amendments to Master Exchange Agreement pursuant to which the Closing Conditions Date was extended to July 30, 2018. The material terms and conditions of the Master Exchange Agreement were described in GWG Holdings’ Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2018. The transactions contemplated by the Master Exchange Agreement are referred to as the “Exchange Transaction”.

On August 10, 2018, GWG Holdings, GWG Life, Beneficient, MHT SPV, and the Seller Trusts entered into a Third Amendment to Master Exchange Agreement (the “Third Amendment”). Pursuant to the Third Amendment, the parties agreed to consummate the Exchange Transaction in two closings. The Third Amendment also generally deleted MHT SPV as a party to the Master Exchange Agreement. The material terms and conditions of the Third Amendment, the Exchange Transaction and the first closing thereof were described in GWG Holdings’ Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2018.

In connection with the transactions contemplated by the Third Amendment, on August 10, 2018, GWG Holdings, GWG Life and Bank of Utah, as trustee (the “Trustee”), entered into a Supplemental Indenture (the “Supplemental Indenture”) to the Amended and Restated Indenture dated as of October 23, 2017 between GWG Holdings, GWG Life and the Trustee, as amended. GWG Holdings entered into the Supplemental Indenture to add and change certain provisions of the Amended and Restated Indenture necessary to provide for the issuance of a new class of securities titled “Seller Trust L Bonds”. The maturity date of the Seller Trust L Bonds is August 9, 2023. The Seller Trust L Bonds bear interest at 7.50% per year. The material terms and conditions of the Supplemental Indenture and the Seller Trust L Bonds were described in GWG Holdings’ Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2018.

On August 14, 2018 the Company’s Board of Directors declared a special dividend of $4.30 per share of common stock (approximately $25 million) payable in cash on September 5, 2018 to shareholders of record on August 27, 2018.

ITEM 1A.

RISK FACTORS.

On August 10, 2018, GWG Holdings, GWG Life, Beneficient, MHT SPV, and the Seller Trusts entered into a Third Amendment to Master Exchange Agreement (the “Third Amendment”). Pursuant to the Third Amendment, the parties agreed to consummate the transactions contemplated by the Master Exchange Agreement in two closings. The first closing occurred on August 10, 2018. The material terms and conditions of the Third Amendment and such first closing were described in GWG Holdings’ Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2018. The risk factors below update the risk factors regarding the Exchange Transaction (as defined below) that were previously included in our Annual Report on Form 10-K for the year ended December 31, 2017 and filed on March 29, 2018.

Risks associated with our Exchange Transaction with The Beneficient Company Group, L.P.:

We may not complete the Final Closing of the Exchange Transaction within our anticipated timeframe or at all.

We have entered into a Master Exchange Agreement (as amended, the “Master Agreement”) to govern our securities exchange transaction with The Beneficient Company Group, L.P. (“Beneficient”) and certain other parties (the “Exchange Transaction”). The Master Agreement contemplates that the Exchange Transaction will occur in two closings, an initial closing, which was completed on August 10, 2018 (the “Initial Transfer”) and a final closing (the “Final Closing”), which is subject to various conditions. Upon consummation of the Initial Transfer, we issued $403 million of a new series of L Bonds to certain parties referred to as the “Seller Trusts” in the Master Agreement and 5.0 million shares at $10.00 per share of Series B Convertible Preferred Stock to Beneficient who we understand will transfer such shares to the Seller Trusts; in exchange Beneficent owes us $200 million under a commercial loan (the “Commercial Loan”); $162.9 million under an exchangeable note (“Exchangeable Note”) which automatically converts into 16.3 million Beneficient common units upon consummation of the Final Closing; and issued us 4.0 million Beneficient common units at $10.00 per unit. Although we anticipate that the Final Closing will occur in the fourth quarter of 2018, there can be no assurance that it will be completed on this timeframe or at all. Under the Master Agreement, in the Final Closing, (i) the Seller Trusts will transfer to us an additional 24.2 million Beneficient common units at $10.00 per unit, (ii) Beneficient will issue to us approximately 16.3 million Beneficient common units at $10.00 per unit in satisfaction of the Exchangeable Note, and we will deliver to the Seller Trusts 24.2 million shares of our common stock at $10.00 per share and the Convertible Preferred Stock will convert into 5.0 million shares of our common stock at $10.00 per share. If the Final Closing of the Exchange Transaction is not completed for any reason, we will not realize all of the anticipated benefits of the Exchange Transaction described elsewhere in this report. Further, the price of our common stock may decline to the extent that the current market price reflects an assumption that the Final Closing of the Exchange Transaction will be completed.

Beneficient may be unable to operate its business successfully, which would negatively impact its ability to generate distributable cash flow and increase the value of its common units.

Beneficient plans to provide liquidity products and loans with trust services (collectively, “liquidity products”) to owners of alternative assets and illiquid investment funds. Beneficient intends to market its liquidity products to mid-to-high net worth individuals (i.e., individuals having a net worth of between $5 million and $30 million), along with a variety of other financial services, including custody and clearing of alternative assets, fund and trust administration, retirement funds and insurance services for covering risks attendant to owning or managing alternative assets. Beneficient intends to operate as a master limited partnership. The success of the Exchange Transaction from our perspective will depend, in part, on Beneficient’s ability to operate its business successfully, generate distributable cash flow to limited partners and increase the value of its common units. If Beneficient is unable to do so, such inability will negatively impact the value of our investment in Beneficient and, in turn, would have a corresponding negative impact on the value of our assets and the price of our common stock.

Beneficient’s operations will materially impact our financial performance.

We expect to account for our acquisition of common units of Beneficient using the equity method of accounting. As a result, we will recognize a share of the profits and losses of Beneficient in the periods when such profits and losses are earned or incurred by Beneficient. Because common units of Beneficient will represent a significant percent of our assets, the impact on our financial statements of Beneficient’s financial performance may be material.

Beneficient may be unable to obtain a trust bank charter, or tax status as a master limited partnership, which would hinder Beneficient’s ability to successfully pursue its current business plan and could adversely affect the value of its common units.

Beneficient is a privately-held company organized as a Delaware limited partnership that intends to operate as a master limited partnership. In addition, Beneficient intends to seek a trust bank charter from the State of Texas and carry on much of its business through a trust company. There can be no assurance that Beneficient will be successful in obtaining a trust bank charter or the timing of the receipt of such trust bank charter. Because Beneficient’s current business plans are based in part on obtaining regulatory approval to operate as a regulated trust bank and a master limited partnership, a failure to do so may materially and adversely impact its financial performance and prospects, which would likely decrease the value of the Beneficient common units we hold.

Beneficient may be unable to obtain a listing for its common units which would hinder Beneficient’s ability to successfully pursue its current business plan and could adversely affect the value of its common units.

Under the Master Agreement, Beneficient has agreed to use its commercial best efforts to pursue and obtain a listing following the closing of the Exchange Transaction. If Beneficient fails to file a registration statement with the SEC in connection with a listing within 24 months after such closing, or secure a listing on or prior to the 40-month anniversary of such closing, then the Master Agreement provides that we may, at our election, cause Beneficient to adopt a strategy to redeem all of the common units of Beneficient then held by us at a redemption price equal to the greater of $11.00 per unit or the book value per unit as of the redemption date. Under this strategy, Beneficient would be required to use a portion of its distributable cash flow to satisfy our redemption election (together with all other redemption elections that may be made by the holders of other interests in Beneficient or interests convertible into interests of Beneficient). However, there is no assurance that Beneficient’s distributable cash flow will be sufficient to affect a redemption within a particular period of time or at all. If Beneficient is ultimately unable to satisfy its redemption obligations, we may not be able to recoup our investment in Beneficient common units.

We will have limited or no ability to influence Beneficient’s management’s decisions regarding its business.

Although, upon the Final Closing of the Exchange Transaction, we will own a significant percentage of Beneficient’s outstanding common units (approximately 87%), Beneficient’s general partner is authorized to perform all acts that it determines to be necessary or appropriate to carry out Beneficient’s purposes and to conduct its business. As a result, we will have only limited voting rights relating to certain matters and, as is contemplated by the terms of Beneficient’s limited partnership agreement (which we have become a party to as a result of the completion of the Initial Transfer), any person or group that acquires beneficial ownership of 20% or more of Beneficient’s common limited partnership units (including GWG) will lose voting rights associated with all of its common units and such common units may not be voted on any matter. Further, any person or group (other than Beneficient’s general partner and its affiliates, or a direct or subsequently approved transferee of the general partner or its affiliates or such person or group approved by the board of directors of the general partner of Beneficient) who acquires, in the aggregate, beneficial ownership of 20% or more of Beneficient’s common units (including GWG which, upon the Final Closing will own approximately 87%), will lose voting rights associated with all of its common units and such common units may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of limited partners, calculating required votes, determining the presence of a quorum or for other similar purposes. In addition, prior to a listing, if any, of Beneficient’s common units on a national stock exchange or, in lieu thereof, quotation of the common units in an automated quotation system, the executive committee of the board of directors of the general partner of Beneficient will be entitled to cast all of the votes that the limited partners would otherwise be entitled to cast, and no limited partner, in its capacity as such, will be permitted to vote in respect of its common units. As a result, we will have limited or no ability to influence Beneficient’s management’s decisions regarding its business.

Beneficient’s partnership agreement eliminates fiduciary duties that might otherwise be owed to us under Delaware law.

Beneficient’s business and affairs are managed by Beneficient Management, LLC, its general partner (“Beneficient Management”). Beneficient’s partnership agreement eliminates the fiduciary duties that might otherwise be owed by the Beneficient Management under Delaware law and replaces them with the duties expressly set forth in such agreement. Beneficient’s partnership agreement provides that, when the general partner is permitted or required to make a decision in its “discretion” or pursuant to a provision not subject to an express standard of “good faith,” in making such decision, the general partner has no duty to give any consideration to any interest of or factors affecting Beneficient or any other person. If a decision under Beneficient’s partnership agreement is subject to an express standard of “good faith,” such decision will not constitute a breach of the agreement if the decision is approved by (i) a majority of the members of the conflicts committee of the board of directors of the general partner of Beneficient, (ii) holders of a majority of the voting power of the Beneficient’s common units entitled to vote (excluding voting common units owned by the general partner and its affiliates), or (iii) the general partner acting without a subjective belief that such decision was adverse to the interests of Beneficient. Potential conflicts of interest may arise among the general partner and its affiliates, on the one hand, and Beneficient, on the other hand, and the general partner may be able to favor its own interest to the detriment of Beneficient and the holders of the common units.

Beneficient has significant debt obligations outstanding to us and has the ability to incur additional indebtedness.

Subject to certain restrictions within the Commercial Loan, Beneficient is permitted to incur additional indebtedness ranking senior to the Commercial Loan and the Exchangeable Note. If Beneficient is unable to execute its business plans, it may materially and adversely impact Beneficient’s ability to repay its indebtedness, including the Commercial Loan and Exchangeable Note in accordance with their respective terms. As a significant holder of Beneficient indebtedness, a payment default under any additional indebtedness Beneficient may incur, or under the Commercial Loan or Exchangeable Note, would likely have a corresponding negative impact on the value of our assets (including the value of our Beneficient common units) and the price of our common stock.

Our percentage ownership in Beneficient may be diluted.

Upon consummation of the Final Closing of the Exchange Transaction, we will become the owner of approximately 87% of the issued and outstanding common units in Beneficient. Our percentage ownership does not take into account (i) approximately 125,657,883 limited partner interests that may be issued upon the conversion of outstanding securities issued by Beneficient or its affiliates, or (ii) additional limited partner interests that may be issued after the closing of the Exchange Transaction. Importantly, the general partner of Beneficient has discretion to cause Beneficient to issue additional limited partner interests from time to time, and Beneficient’s partnership agreement contains no meaningful restrictions on this authority. Moreover, the Beneficient organizational structure permits the future issuance of additional securities that can, upon certain circumstances or at the discretion of their holders, be converted into additional limited partner interests in Beneficient. As a result, our percentage ownership in Beneficient may be diluted in the future.

The resale of our common stock issued in the Exchange Transaction could put downward pressure on the market price of our common stock and result in a destabilized trading market for our common stock.

Upon the Final Closing, our Series B Convertible Preferred Stock will automatically convert to 5 million shares of our common stock and we will also issue approximately 24.2 million additional shares of our common stock, which in the aggregate will represent approximately 83% of our outstanding common stock. The shares of common stock we issue on the Final Closing will be subject to contractual resale restrictions, governance restrictions, as well as resale restrictions. The Master Agreement and related ancillary agreements require that we register the resale of the shares of common stock issued in the Final Closing to the Seller Trusts to the extent permitted by applicable SEC rules and regulations. Upon the effectiveness of such registration, or the lapse of applicable resale restrictions under applicable securities laws or applicable lock-up restrictions, the shares of our common stock issued in the Exchange Transaction will be available for resale in the public equity markets only through an Orderly Marketing Agreement or in a widely dispersed registered public offering. We cannot predict the effect, if any, that future sales of these shares or the availability of these shares for future sale will have on the market price of our common stock.

At the Final Closing, we will enter into an Orderly Marketing Agreement among GWG, the Seller Trusts and Credit Suisse Securities (USA), LLC for the orderly marketing and resale of the common stock to be issued to the Seller Trusts in the Exchange Transaction. The purpose of this Orderly Marketing Agreement is to manage the timing and amount of our common shares that are publicly resold in the market because the number of shares of our common stock to be issued in the Exchange Transaction will substantially increase the total number of our issued and outstanding shares. However, there is no assurance that the Orderly Marketing Agreement will accomplish its purpose of maintaining a stable market for our common stock. Until the sales of our common stock under the Orderly Marketing Agreement, certain governance restrictions will remain in place for the benefit of our current shareholders under a Stockholders Agreement.

Upon consummation of the Exchange Transaction, the Seller Trusts, collectively, will own a substantial majority of our outstanding common stock.

At the Final Closing of the Exchange Transaction, our 5 million shares of Series B Convertible Preferred Stock will convert into 5 million shares of our common stock and we will issue 24.2 million shares of our common stock to the Seller Trusts. Upon conversion of our Series B Convertible Preferred Stock and the issuance of our common stock, such shares will represent approximately 83% of our outstanding common stock. At the Final Closing, we will enter into a Stockholders Agreement with the Seller Trusts which provides that for so long as the Seller Trusts own voting securities of GWG Holdings representing 10% or more of the total voting power of all shares of GWG Holdings voting securities, all voting securities of GWG Holdings over which the Seller Trusts (and their respective transferees) have voting control will be voted solely in proportion with the votes cast by all other holders of voting securities of GWG on any matter put before them. In the Stockholders Agreement, the Seller Trusts have agreed to only sell shares of our Common Stock under the Orderly Marketing Agreement or in a registered public offering to or through one or more underwriters or placement agents and to instruct the underwriters or placement agents to use their reasonable best efforts to (x) effect as wide a distribution of the shares of our common stock as is reasonably practicable without adversely affecting the pricing thereof and (y) not sell any shares of our common stock to any person or group who, after consummation of the sale, would have beneficial ownership of our voting securities representing in the aggregate 5.0% or more of the total voting power of all shares of GWG Holdings voting securities or, in the case of certain institutional investors, 10% or more of the total voting power of all shares of GWG Holdings voting securities). In addition, until the earlier of (i) one year from the closing of the Exchange Transaction and (ii) the termination of the Orderly Marketing Agreement, the Seller Trusts (including their assignees and transferees, and their respective affiliates) will be subject to certain standstill restrictions that will prohibit the Seller Trusts from, among other things, acquiring any of our voting securities, seeking or proposing to influence or control our management, Board of Directors, or policies, and submitting a proposal for any merger, recapitalization, reorganization, business combination, or other extraordinary transaction involving our Company. Following expiration of the standstill period, however, the Seller Trusts, to the extent they continue to hold shares of our common stock, may engage in such activities. Notwithstanding these contractual restrictions, we cannot assure you that the Seller Trusts will not have some influence over our business.

An inability to obtain accurate and timely financial information from Beneficient may prevent us from complying with reporting obligations under federal securities law and compromise our ability to finance our operations through the public equity or debt markets.

On August 14, 2018, we filed a current report on Form 8-K disclosing the initial closing of the transactions contemplated by the Master Agreement. We are required under applicable SEC reporting rules to amend that current report to include certain historical and pro forma financial information, including audited historical financial statements of Beneficient, within the timeline required. Although we expect to obtain such audited historical financial statements, to date we have not done so.

Going forward, we expect to recognize a share of the profits and losses of Beneficient in the periods when such profits and losses are earned or incurred by Beneficient. Therefore, we will continue to be heavily reliant on Beneficient to provide us with accurate and timely financial reporting that will allow us to timely prepare and file our own financial statements in accordance with U. S. generally accepted accounting principles and in compliance with SEC regulations.

If we are unable to obtain accurate and timely financial information from Beneficient and are unable to timely prepare and file our financial statements as a result, we may fail to comply with reporting obligations under federal securities law, become subject to delisting from the Nasdaq Stock Market, and may be unable to utilize the public debt or equity markets to finance our operations. Because we have been heavily reliant on the public offer and sale of L Bonds, discontinuing our L Bond offers would have a material adverse impact on our ability to expand our life insurance portfolio and otherwise fund our operations. In addition, our failure to deliver financial information and comply with disclosure requirements under applicable SEC regulations may result in covenant violations under our amended and restated senior credit facility with LNV Corporation.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion in conjunction with the condensed consolidated financial statements and accompanying notes and the information contained in other sections of this report. This discussion and analysis is based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management.

Risk Relating to Forward-Looking Statements

This report contains forward-looking statements that reflect our current expectations and projections about future events. Actual results could differ materially from those described in these forward-looking statements.

The words “believe,” “could,” “possibly,” “probably,” “anticipate,” “estimate,” “project,” “expect,” “may,” “will,” “should,” “seek,” “intend,” “plan,” “expect,” or “consider” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from such statements. Many of the forward-looking statements contained in this report can be found in our MD&A discussion.

Such risks and uncertainties include, but are not limited to:

changes in the secondary market for life insurance;

changes resulting from the evolution of our business model and strategy with respect to the life insurance industry;

the valuation of assets reflected on our financial statements;

the reliability of assumptions underlying our actuarial models, including our life expectancy estimates;

our reliance on debt financing and continued access to the capital markets;

our history of operating losses;

risks relating to the validity and enforceability of the life insurance policies we purchase;

risks relating to our ability to license and effectively apply epigenetic technology to improve and expand the scope of our business;

our reliance on information provided and obtained by third parties, including underwriting tables;

federal, state and FINRA regulatory matters;

competition in the secondary market of life insurance and epigenetic technology;

the relative illiquidity of life insurance policies;

our ability to satisfy our debt obligations if we were to sell our entire portfolio of life insurance policies;

life insurance company credit exposure;

cost-of-insurance (premium) increases on our life insurance policies;

general economic outlook, including prevailing interest rates;

performance of our investments in life insurance policies;

financing requirements;

risks associated with the merchant cash advance business;

the various risks associated with our attempts to commercialize our epigenetic technology;

risks associated with our ability to protect our intellectual property rights;

litigation risks;

restrictive covenants contained in borrowing agreements;

our ability to make cash distributions in satisfaction of dividend obligations and redemption requests; and

We caution you that the foregoing list of factors is not exhaustive. Forward-looking statements are only estimates and predictions, or statements of current intent. Actual results, outcomes or actions that we ultimately undertake could differ materially from those anticipated in the forward-looking statements due to risks, uncertainties or actual events differing from the assumptions underlying these statements.

JOBS Act

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012, or JOBS Act, was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards. This means that an “emerging growth company” can make an election to delay the adoption of certain accounting standards until those standards would apply to private companies. We have historically qualified as an emerging growth company and have elected to delay our adoption of new or revised accounting standards and, as a result, we may not have complied with new or revised accounting standards at the same time as other public reporting companies that are not “emerging growth companies.” Effective upon the initial closing of the transactions contemplated by the Master Exchange Agreement (discussed below), we no longer qualify as an emerging growth company as a result of the aggregate amount of non-convertible debt that we have issued during the prior three year period.

Overview

We are a financial services company committed to disrupting and transforming the life insurance and related industries. We built our business by creating opportunities for consumers to obtain significantly more value for their life insurance policies in a secondary market as compared to the traditional options offered by the insurance industry.

We are enhancing and extending our activities in the life insurance industry by bringing step change technology through the commercialization of advanced epigenetic technology. At the same time, we are creating opportunities for investors to receive income and capital appreciation from our investment activities related to the life insurance industry.

Critical Accounting Policies

Critical Accounting Estimates

The preparation of our consolidated financial statements in accordance with the Generally Accepted Accounting Principles in the United States of America (GAAP) requires us to make significant judgments, estimates, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our judgments, estimates, and assumptions on historical experience and on various other factors believed to be reasonable under the circumstances. Actual results could differ materially from these estimates. We evaluate our judgments, estimates, and assumptions on a regular basis and make changes accordingly. We believe that the judgments, estimates, and assumptions involved in valuing our investments in life insurance policies and evaluating deferred taxes have the greatest potential impact on our consolidated financial statements and accordingly believe these to be our critical accounting estimates. Below we discuss the critical accounting policies associated with these estimates as well as certain other critical accounting policies.

Ownership of Life Insurance Policies — Fair Value Option

We account for the purchase of life insurance policies in accordance with Accounting Standards Codification 325-30, Investments in Insurance Contracts, which requires us to use either the investment method or the fair value method. We have elected to account for all of our life insurance policies using the fair value method.

The fair value of our life insurance policies is determined as the net present value of the life insurance portfolio’s future expected cash flows (policy benefits received and required premium payments) that incorporates current life expectancy estimates and discount rate assumptions.

We initially record our purchase of life insurance policies at the transaction price, which is the amount paid for the policy, inclusive of all external fees and costs associated with the acquisition. At each subsequent reporting period, we re-measure the investment at fair value in its entirety and recognize the change in fair value as unrealized gain (revenue) in the current period, net of premiums paid. Changes in the fair value of our portfolio are based on periodic evaluations and are recorded in our consolidated statements of operations as changes in fair value of life insurance policies.

Fair Value Components — Life Expectancies

Unobservable inputs, as discussed below, are a critical component of our estimate for the fair value of our investments in life insurance policies. We currently use a probabilistic method of estimating and valuing the projected cash flows of our portfolio, which we believe to be the preferred and most prevalent valuation method in the industry. In this regard, the most significant assumptions we make are the life expectancy estimates of the insureds and the discount rate applied to the expected future cash flows to be derived from our portfolio.

The 2015 Valuation Basic Table (“2015 VBT”) finalized by the Society of Actuaries is based on a much larger dataset of insured lives, face amount of policies and more current information compared to the dataset underlying the 2008 Valuation Basic Table. The 2015 VBT dataset includes 266 million policies compared to the 2008 VBT dataset of 75 million. The experience data in the 2015 VBT dataset includes 2.6 million claims on policies from 51 insurance carriers. Life expectancies implied by the 2015 VBT are generally slightly longer for both males and females nonsmokers between the ages of 65 and 80. However, insureds of both genders over the age of 80 have significantly longer life expectancies, approximately 8% to 42% longer, as compared to the 2008 VBT. We adopted the 2015 VBT in our valuation process in 2016.

We conduct medical underwriting on the life insurance policies we own with life expectancy reports produced by independent third-party medical-actuarial underwriting firms. Each life expectancy report summarizes the underlying insured person’s medical history based on the underwriter’s review of recent and historical medical records. We obtain two such life expectancy reports for almost all policies, except for small face value insurance policies (i.e., a policy with $1 million in face value benefits or less) for which we have obtained at least one fully underwritten or simplified third-party report. A simplified third-party underwriting report is based on a medical interview, which may be supplemented with additional information obtained from a pharmacy benefit manager database. For valuation purposes, we use the life expectancy estimate, using the average, in the case of multiple reports, expressed as the number of months at which the individual will have a 50% probability of mortality.

Our prior experience in updating life expectancy estimates has generally resulted in shorter life expectancies of the updated insureds within our portfolio, but often not as short as we had projected. This has resulted in reductions to the fair value of our portfolio in the amounts of $0.1 million and $6.7 million for the three months ended June 30, 2018 and 2017, respectively and $5.0 million and $8.6 million for the six months ended June 30, 2018 and 2017, respectively. As our life insurance portfolio continues to grow, we may experience additional and material adjustments to the fair value of our portfolio due to updating life expectancy estimates.

Fair Value Components — Required Premium Payments

We must pay the premiums on the life insurance policies within our portfolio in order to collect the policy benefit. The same probabilistic model and methodologies used to generate expected cash inflows from the life insurance policy benefits over the expected life of the insured are used to estimate cash outflows due to required premium payments. Premiums paid are offset against revenue in the applicable reporting period.

Fair Value Components — Discount Rate

A discount rate is used to calculate the net present value of the expected cash flows. The discount rate used to calculate fair value of our portfolio incorporates the guidance provided by Accounting Standards Codification 820, Fair Value Measurements and Disclosures.

The table below provides the discount rate used to estimate the fair value of our portfolio of life insurance policies for the period ending:

June 30, 2018				December 31, 2017
	10.45%				10.45%

The discount rate incorporates current information about discount rates applied by other reporting companies owning portfolios of life insurance policies, discount rates observed by us in the life insurance secondary market, market interest rates, credit exposure to the issuing insurance companies, and our estimate of the operational risk premium a purchaser would apply to the future cash flows derived from our portfolio of life insurance policies. Management has discretion regarding the combination of these and other factors when determining the discount rate. The discount rate we choose assumes an orderly and arms-length transaction (i.e., a non-distressed transaction in which neither seller nor buyer is compelled to engage in the transaction), which is consistent with related GAAP guidance. The carrying value of policies acquired during each quarterly reporting period are adjusted to their current fair value using the fair value discount rate applied to the entire portfolio as of that reporting date.

We engaged Model Actuarial Pricing System, LP. (“MAPS”), owner of the actuarial portfolio pricing software we use, to prepare a calculation of our life insurance portfolio. MAPS processed policy data, future premium data, life expectancy estimate data, and other actuarial information to calculate a net present value for our portfolio using the specified discount rate of 10.45%. MAPS independently calculated the net present value of our portfolio of 1,010 policies to be $726.1 million and furnished us with a letter documenting its calculation. A copy of such letter is filed as Exhibit 99.1 to this report.

Deferred Income Taxes

Under Accounting Standards Codification 740, Income Taxes (“ASC 740”), deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established for deferred tax assets that are not considered “more likely than not” to be realized. Realization of deferred tax assets depends upon having sufficient past or future taxable income in periods to which the deductible temporary differences are expected to be recovered or within any applicable carryback or carryforward periods or sufficient tax planning strategies. After assessing the realization of the net deferred tax assets, we believe that there is substantial uncertainty that our net deferred tax asset will be realized during the applicable carryforward period. As such, a valuation allowance has been established against the total net deferred tax asset as of June 30, 2018 and December 31, 2017, respectively.

Principal Revenue and Expense Items

We earn revenues from the following three primary sources.

Life Insurance Policy Benefits Realized. We recognize the difference between the face value of the policy benefits and carrying value when an insured event has occurred and determine that collection of the policy benefits is realizable and reasonably assured. Revenue from a transaction must meet both criteria in order to be recognized. We generally collect the face value of the life insurance policy from the insurance company within 45 days of our notification of the insured’s mortality.

Change in Fair Value of Life Insurance Policies. We value our portfolio investments for each reporting period in accordance with the fair value principles discussed herein, which reflects the expected receipt of policy benefits in future periods, net of premium costs, as shown in our condensed consolidated financial statements.

Sale of a Life Insurance Policy. In the event of a sale of a policy, we recognize gain or loss as the difference between the sale price and the carrying value of the policy on the date of the receipt of payment on such sale.

Our main components of expense are summarized below.

Selling, General and Administrative Expenses. We recognize and record expenses incurred in our business operations, including operations related to the purchasing and servicing of life insurance policies. These expenses include salaries and benefits, sales, marketing, occupancy and other expenditures.

Interest Expense. We recognize, and record interest expenses associated with the costs of financing our life insurance portfolio for the current period. These expenses include interest paid to our senior lenders under our senior credit facility with LNV Corporation, interest paid on our L Bonds and other outstanding indebtedness. When we issue debt, we amortize the financing costs (commissions and other fees) associated with such indebtedness over the outstanding term of the financing and classify it as interest expense.

Results of Operations — Three and Six Months Ended June 30, 2018 Compared to the Same Periods in 2017

The following is our analysis of the results of operations for the periods indicated below. This analysis should be read in conjunction with our condensed consolidated financial statements and related notes.

Revenue

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Revenue realized from maturities of life insurance policies	$	21,475,000		$	7,920,000		$	30,895,000		$	24,526,000
Revenue recognized from change in fair value of life insurance policies		14,573,000			15,235,000			31,219,000			29,119,000
Premiums and other annual fees		(12,708,000	)		(11,859,000	)		(24,906,000	)		(22,949,000	)
Gain on life insurance policies, net		23,340,000			11,296,000			37,208,000			30,696,000
Interest and other income		975,000			372,000			1,649,000			1,060,000
Total revenue	$	24,315,000		$	11,668,000		$	38,857,000		$	31,756,000

Attribution of gain on life insurance policies, net:
Change in estimated probabilistic cash flows, net of premium and other annual fees paid	$	4,701,000		$	1,572,000		$	11,508,000		$	4,516,000
Net revenue recognized at matured policy event		12,939,000			4,199,000			17,894,000			11,995,000
Unrealized gain on acquisitions		5,795,000			8,044,000			12,769,000			18,646,000
Change in discount rates		-			4,143,000			-			4,143,000
Change in life expectancy evaluation		(95,000	)		(6,662,000	)		(4,963,000	)		(8,604,000	)
Gain on life insurance policies, net	$	23,340,000		$	11,296,000		$	37,208,000		$	30,696,000

Number of policies acquired		85			49			144			122
Face value of purchases	$	118,308,000		$	88,740,000		$	212,660,000		$	193,495,000
Purchases (initial cost basis)	$	30,249,000		$	19,432,000		$	55,549,000		$	42,122,000
Unrealized gain on acquisition (% of face value)		4.9	%		9.1	%		6.0	%		9.6	%

Number of policies matured		17			9			32			19
Face value of matured policies	$	27,623,000		$	10,935,000		$	42,127,000		$	29,910,000
Net revenue recognized at maturity event (% of face value matured)		46.8	%		38.4	%		42.5	%		40.1	%

Revenue from changes in estimated probabilistic cash flows, net of premiums paid was $4.7 million and $1.6 million for the three months ended and $11.5 million and $4.5 million for the six months ended June 30, 2018 and 2017, respectively. Increases of $3.1 million and $7.0 million for the three and six months ended June 30, 2018 over the comparable prior year periods resulted from premium optimization actions coordinated with our external servicer, leveraging certain guarantee features and shadow accounts on certain life insurance policies in our portfolio, and growth of face value in our portfolio, partially offset by COI premium increases recognized of $4.3 million and $5.5 million for the three and six months ended June 30, 2018 compared to $0 for the three and six months ended June 30, 2017.

The face value of policies purchased were $118.3 million and $88.7 million for the three months ended and $212.7 million and $193.5 million for the six months ended June 30, 2018 and 2017, respectively, reflecting increases of face value purchased of $29.6 million and $19.2 million for the three and six months ended June 30, 2018 over the comparable prior year periods. The resulting unrealized gain on acquisition was $5.8 million and $8.0 million for the three months ended and $12.8 million and $18.6 million for the six months ended June 30, 2018 and 2017, respectively, reflecting decreases of $2.2 million and $5.8 million for the three and six months ended June 30, 2018 over the comparable prior year periods. Decreased unrealized gain on acquisition in the current periods is the result of increased purchase competition driving down yields in the broker market.

The face value of matured policies was $27.6 million and $10.9 million for the three months ended and $42.1 million and $29.9 million for the six months ended June 30, 2018 and 2017, respectively, reflecting increases of face value of matured policies of $16.7 million and $12.2 million for the three and six months ended June 30, 2018 over the comparable prior year periods. The resulting revenue recognized at matured policy event was $12.9 million and $4.2 million for the three months ended and $17.9 million and $12.0 million for the six months ended June 30, 2018 and 2017, respectively. Revenue increases from maturity events of $8.7 million and $5.9 million for the three and six months ended June 30, 2018 over the comparable prior year periods primarily resulted from the increased face value of policies matured during those same periods.

Revenue recognized from changes in discount rate were $0 and $4.1 million for both the three and six months ended June 30, 2018 and 2017, respectively. The discount rate of 10.45% as of June 30, 2018 remained unchanged from both the prior quarter and year end dates. The discount rate of 10.81% as of June 30, 2017 reflected a decrease from the 10.96% rate used at both the preceding quarter and year end dates.

Net revenue charges from change in life expectancy evaluation of $0.1 million and $6.7 million for the three months ended and $5.0 million and $8.6 million for the six months ended June 30, 2018 and 2017, respectively. The resulting net revenue increases of $6.6 million and $3.6 million for the three and six months ended June 30, 2018 over the comparable prior year periods primarily resulted from lower number of life expectancy updates received during the three and six months ended June 30, 2018 over the comparable prior year periods. The decreased number of life expectancy updates is primarily the result of our cycle update timing and concentrated efforts of our external servicer in the prior year to resolve a backlog of third party evaluations.

Interest and other income is comprised of bank interest and other miscellaneous items. Increased revenue of $0.6 million for the three and six months ended June 30, 2018 were primarily driven by higher bank account balances and the implementation of a sweep process to move balances to higher interest earning bank accounts.

Expenses

	Three Months Ended June 30,							Six Months Ended June 30,
	2018		2017		Increase/ Decrease			2018		2017		Increase/ Decrease
Interest expense (including amortization of deferred financing costs) ⁽¹⁾	$	17,148,000	$	12,246,000	$	4,902,000		$	33,211,000	$	25,490,000	$	7,721,000
Employee compensation and benefits ⁽²⁾		3,236,000		3,741,000		(505,000	)		6,978,000		6,904,000		74,000
Legal and professional expenses ⁽³⁾		1,155,000		1,331,000		(176,000	)		2,330,000		2,278,000		52,000
Other expenses ⁽⁴⁾		2,833,000		3,761,000		(928,000	)		5,573,000		6,541,000		(968,000	)
Total expenses	$	24,372,000	$	21,079,000	$	3,293,000		$	48,092,000	$	41,213,000	$	6,879,000

(1)

The average debt outstanding increased from approximately $566.0 million during the three months ended June 30, 2017 to approximately $723.4 million during the same period of 2018, and from approximately $563.0 million during the six months ended June 30, 2017 to approximately $706.9 million during the same period of 2018. The average interest rate of the senior credit facility with LNV Corporation increased from 7.56% to 10.17% for the three months ended June 30, 2017 and 2018, respectively, and from 7.50% to 9.89% for the six months ended June 30, 2017 and 2018, respectively.

(2)	Quarterly decrease is due to reduced employee headcount. At June 30, 2018 we employed 63 employees and on June 30, 2017 we employed 76 employees.

(3)	Decrease is due to decreased legal fees associated with MCA collections.

(4)	Increased contract labor costs, servicing and facility fees were offset by a reduction in charitable contributions and marketing costs, and lower provision for MCA advances. See Note 15 for detailed breakdown.

Deferred Income Taxes

Under ASC 740, Income Taxes (“ASC 740”), deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established for deferred tax assets that are not considered “more likely than not” to be realized. Realization of deferred tax assets depends upon having sufficient past or future taxable income in periods to which the deductible temporary differences are expected to be recovered or within any applicable carryback or carryforward periods. After assessing the realization of the net deferred tax assets, we believe that there is substantial uncertainty that our net deferred tax asset will be realized during the applicable carryforward period. As such, a valuation allowance has been established against the total net deferred tax asset as of June 30, 2018 and December 31, 2017.

Income Tax Expense

We realized income tax benefit of $0 and $3.7 million for the three and six months ended June 30, 2018 and 2017, respectively. The effective rate for the three months ended June 30, 2018 and 2017 were 0% and 39.5%, respectively, and 0% and 39.3% for the six month ended June 30, 2018 and 2017, respectively, compared to expected statutory rate of 21.0% and 34.0%, respectively.

The following table provides a reconciliation of our income tax expense at the statutory federal tax rate to our actual income tax expense:

	Three Months Ended										Six Months Ended
	June 30, 2018					June 30, 2017					June 30, 2018					June 30, 2017
Statutory federal income tax (benefit)	$	(12,000	)	21.0	%	$	(3,200,000	)	34.0	%	$	(1,939,000	)	21.0	%	$	(3,215,000	)	34.0	%
State income taxes (benefit), net of federal benefit		10,000		(17.1	)%		(607,000	)	6.5	%		(692,000	)	7.5	%		(609,000	)	6.4	%
Valuation allowance		(36,000	)	63.4	%		-		-			2,568,000		(27.8	)%		-		-
Other permanent differences		38,000		(67.3	)%		90,000		(1.0	)%		63,000		(0.7	)%		106,000		(1.1	)%
Total income tax expense (benefit)	$	-		0.0	%	$	(3,717,000	)	39.5	%	$	-		0.0	%	$	(3,718,000	)	39.3	%

The Tax Reform Bill enacted by U.S. Federal government in December 2017 changed existing tax law including a reduction of the U.S. Corporate tax rate. The Company re-measured deferred taxes as of the date of enactment, reflecting these changes within deferred tax assets as of December 31, 2017.

The most significant temporary differences between GAAP net income (loss) and taxable net income (loss) are the treatment of interest costs, policy premiums and servicing costs with respect to the acquisition and maintenance of the life insurance policies and revenue recognition with respect to the fair value of the life insurance portfolio.

Liquidity and Capital Resources

We finance our businesses through a combination of life insurance policy benefit receipts, equity offerings, debt offerings, and our senior credit facility. We have used our debt offerings and our senior credit facility for policy acquisition, policy premiums and servicing costs, working capital and financing expenditures including paying principal, interest and dividends.

As of June 30, 2018 and December 31, 2017, we had approximately $158.1 million and $159.4 million, respectively, in combined available cash, cash equivalents, restricted cash and policy benefits receivable for the purpose of purchasing additional life insurance policies, paying premiums on existing policies, paying portfolio servicing expenses, and paying principal, interest and dividends on our outstanding debt and equity securities. Additional future borrowing base capacity for premiums and servicing costs, created as the premiums and servicing costs of pledged life insurance policies become due and by additional policy pledges to the facility, if any, exists under the amended and restated senior credit facility with LNV Corporation.

Financings Summary

We had the following outstanding debt balances as of June 30, 2018 and December 31, 2017:

	As of June 30, 2018					As of December 31, 2017
Issuer/Borrower	Principal Amount Outstanding		Weighted Average Interest Rate			Principal Amount Outstanding		Weighted Average Interest Rate
GWG Holdings, Inc. – L Bonds (see Note 8)	$	534,302,000		7.15	%	$	461,427,000		7.29	%
GWG DLP Funding IV, LLC – LNV senior credit facility (see Note 6)		190,389,000		10.19	%		222,525,000		9.31	%
Total	$	724,691,000		7.95	%	$	683,952,000		7.95	%

In November 2011, we began offering Series I Secured Notes, which were governed by an Intercreditor Agreement, a Third Amended and Restated Note Issuance and Security Agreement dated November 1, 2011, as amended, and a related Pledge Agreement. In September 2017, all of the Series I Secured Notes were paid in full and all obligations thereunder were terminated.

In June 2011, we concluded a private placement offering of Series A Preferred Stock for new investors, having received an aggregate $24.6 million in subscriptions for our Series A Preferred Stock. These subscriptions consisted of $14.0 million in conversions of outstanding Series I Secured Notes into Series A Preferred Stock and $10.6 million of new investments. In October 2017, we exercised our contractual right to call for the redemption of the Series A Preferred Stock and all related outstanding warrants and paid an aggregate of approximately $22.2 million.

In January 2012, we began publicly offering up to $250.0 million in debt securities (initially named “Renewable Secured Debentures” and subsequently renamed “L Bonds”) that was completed in January 2015.

On September 24, 2014, we consummated an initial public offering of our common stock resulting in the sale of 800,000 shares of common stock at $12.50 per share and net proceeds of approximately $8.6 million after the deduction of underwriting commissions, discounts and expense reimbursements.

In January 2015, we began publicly offering up to $1.0 billion of L Bonds as a follow-on to our earlier $250.0 million public debt offering. In January 2018, we began publicly offering up to $1.0 billion L Bonds as a follow-on to our earlier L Bond offering. Through June 30, 2018, the total amount of these L Bonds sold, including renewals, was $972.8 million. As of June 30, 2018 and December 31, 2017, respectively, we had approximately $534.3 million and $461.4 million in principal amount of L Bonds outstanding.

In October 2015, we began publicly offering up to 100,000 shares of our Redeemable Preferred Stock (“RPS”) at a per-share price of $1,000. As of December 31, 2017, we had issued approximately $99.1 million stated value of RPS and terminated that offering.

In February 2017, we began publicly offering up to 150,000 shares of Series 2 Redeemable Preferred Stock (RPS 2) at a per-share price of $1,000. As of June 30, 2018, we have issued approximately $150 million stated value of RPS 2 and terminated that offering.

The weighted-average interest rate of our outstanding L Bonds as of June 30, 2018 and December 31, 2017 was 7.15% and 7.29%, respectively, and the weighted-average maturity at those dates was 2.50 and 2.38 years, respectively. Our L Bonds have renewal features. Since we first issued our L Bonds, we have experienced $438.5 million in maturities, of which $259.3 million has renewed through June 30, 2018 for an additional term. This has provided us with an aggregate renewal rate of approximately 59.1% for investments in these securities.

Future contractual maturities of L Bonds at June 30, 2018 are:

Years Ending December 31,	L Bonds
Six months ending December 31, 2018	$	60,612,000
2019		150,617,000
2020		114,594,000
2021		65,293,000
2022		39,713,000
2023		36,818,000
Thereafter		66,655,000
	$	534,302,000

The L Bonds are secured by all of our assets and are subordinate to our senior credit facility with LNV Corporation.

On September 27, 2017, we entered into a $300 million amended and restated senior credit facility with LNV Corporation in which DLP IV is the borrower. We intend to use the proceeds from this facility to grow and maintain our portfolio of life insurance policies, for liquidity and for general corporate purposes. As of June 30, 2018 we had approximately $190.4 million outstanding under the senior credit facility with LNV Corporation.

We expect to meet our ongoing operational capital needs for policy acquisition, policy premiums and servicing costs, working capital and financing expenditures including paying principal, interest and dividends through a combination of the receipt of policy benefits from our portfolio of life insurance policies, net proceeds from our L Bond offering, and funding available from our senior credit facility with LNV Corporation. We estimate that our liquidity and capital resources are sufficient for our current and projected financial needs for at least the next twelve months given current assumptions. However, if we are unable to continue our L Bonds offering for any reason, and we are unable to obtain capital from other sources, our business will be materially and adversely affected. In addition, our business will be materially and adversely affected if we do not receive the policy benefits we forecast and if holders of our L Bonds fail to renew with the frequency we have historically experienced. In such a case, we could be forced to sell our investments in life insurance policies to service or satisfy our debt-related and other obligations. A sale under such circumstances may result in significant impairment of the recognized value of our portfolio.

Capital expenditures have historically not been material and we do not anticipate making material capital expenditures in 2018 or beyond.

Debt Financings Summary

The table below reconciles the face amount of our outstanding debt to the carrying value shown on our balance sheet:

	As of June 30, 2018			As of December 31, 2017
Total senior facility with LNV Corporation and other indebtedness
Face amount outstanding	$	190,389,000		$	222,525,000
Unamortized selling costs		(9,758,000	)		(10,287,000	)
Carrying amount	$	180,631,000		$	212,238,000

L Bonds:
Face amount outstanding	$	534,302,000		$	461,427,000
Subscriptions in process		2,547,000			1,560,000
Unamortized selling costs		(18,060,000	)		(15,593,000	)
Carrying amount	$	518,789,000		$	447,394,000

Portfolio Assets and Secured Indebtedness

At June 30, 2018, the fair value of our investments in life insurance policies of $726.1 million plus our cash balance of $124.4 million and our restricted cash balance of $6.7 million, plus matured policy benefits receivable of $27.0 million, totaled $884.2 million, representing an excess of portfolio assets over secured indebtedness of $159.5 million. At December 31, 2017, the fair value of our investments in life insurance policies of $650.5 million plus our cash balance of $114.4 million and our restricted cash balance of $28.3 million, plus matured policy benefits receivable of $16.7 million, totaled $809.9 million, representing an excess of portfolio assets over secured indebtedness of $126.0 million.

The following forward-looking table seeks to illustrate the impact that a hypothetical sale of our portfolio of life insurance assets at various discount rates would have on our ability to satisfy our debt obligations as of June 30, 2018. In all cases, the sale of the life insurance assets owned by DLP IV will be used first to satisfy all amounts owing under the respective senior credit facility with LNV Corporation. The net sale proceeds remaining after satisfying all obligations under the senior credit facility with LNV Corporation would be applied to L Bonds on a pari passu basis.

Portfolio Discount Rate	10%		12%		14%		16%		17%
Value of portfolio	$	741,839,000	$	676,034,000	$	620,015,000	$	571,903,000	$	550,346,000
Cash, cash equivalents and policy benefits receivable		158,131,000		158,131,000		158,131,000		158,131,000		158,131,000
Total assets		899,970,000		834,165,000		778,146,000		730,034,000		708,477,000
Senior credit facility		190,389,000		190,389,000		190,389,000		190,389,000		190,389,000
Net after senior credit facility		709,581,000		643,776,000		587,757,000		539,645,000		518,088,000
L Bonds		534,302,000		534,302,000		534,302,000		534,302,000		534,302,000
Net after L Bonds	$	175,279,000	$	109,474,000	$	53,455,000	$	5,343,000	$	(16,214,000	)
Impairment to L Bonds		No impairment		No impairment		No impairment		No Impairment		Impairment

The table illustrates that our ability to fully satisfy amounts owing under the L Bonds would likely be impaired upon the sale of all our life insurance assets at a price equivalent to a discount rate of approximately 16.24% or higher. At December 31, 2017, the likely impairment occurred at a discount rate of approximately 15.04% or higher. The discount rates used to calculate the fair value of our portfolio were 10.45% as of both June 30, 2018 and December 31, 2017.

The table does not include any allowance for transactional fees and expenses associated with a portfolio sale (which expenses and fees could be substantial) and is provided to demonstrate how various discount rates used to value our portfolio could affect our ability to satisfy amounts owing under our debt obligations in light of our senior secured lender’s right to priority payments. This table also does not include the yield maintenance fee, which could be substantial, we are required to pay in certain circumstances under our senior credit facility with LNV Corporation. You should read the above table in conjunction with the information contained in other sections of this report, including our discussion of discount rates included under the “Critical Accounting Policies — Fair Value Components — Discount Rate” caption above.

Amendment of Credit Facility

Effective September 27, 2017, DLP IV entered into an Amended and Restated Loan and Security Agreement with LNV Corporation, as lender, and CLMG Corp., as the administrative agent on behalf of the lenders under the agreement. The Loan and Security Agreement makes available a total of up to $300,000,000 in credit to DLP IV with a maturity date of September 27, 2029. Additional advances are available under the Amended and Restated Loan Agreement at the LIBOR rate as defined in the Amended and Restated Loan Agreement. Advances are available as the result of additional borrowing base capacity, created as the premiums and servicing costs of pledged life insurance policies become due and by additional policy pledges to the facility, if any. Interest will accrue on amounts borrowed under the Amended and Restated Loan Agreement at an annual interest rate, determined as of each date of borrowing or quarterly if there is no borrowing, equal to (A) the greater of 12-month LIBOR or the federal funds rate (as defined in the agreement) plus one-half of one percent per annum, plus (B) 7.50% per annum. The effective rate at June 30, 2018 was 10.19%. Interest payments are made on a quarterly basis.

Under the Amended and Restated Loan and Security Agreement, DLP IV has granted the administrative agent, for the benefit of the lenders under the agreement, a security interest in all of DLP IV’s assets. As with prior collateral arrangements relating to the senior secured debt of GWG Holdings and its subsidiaries (on a consolidated basis), GWG Holdings’ equity ownership in DLP IV continues to serve as collateral for the obligations of GWG Holdings under the L Bonds (although the life insurance assets owned by DLP IV will not themselves serve directly as collateral for those obligations).

Cash Flows

The payment of premiums and servicing costs to maintain life insurance policies represents our most significant requirement for cash disbursement. When a policy is purchased, we are able to calculate the minimum premium payments required to maintain the policy in-force. Over time as the insured ages, premium payments will increase. Nevertheless, the probability we will actually be required to pay the premiums decreases as mortality becomes more likely. These scheduled premiums and associated probabilities are factored into our expected internal rate of return and cash-flow modeling. Beyond premiums, we incur policy servicing costs, including annual trustee, policy administration and tracking costs. Additionally, we incur financing costs, including principal, interest and dividends. Both policy servicing costs and financing costs are excluded from our internal rate of return calculations. Until we receive a sufficient amount of proceeds from the policy benefits, we intend to pay these costs from our senior credit facility with LNV Corporation, when permitted, and through the issuance of L Bonds.

The amount of payments for anticipated premiums, including the requirement by our senior credit facility with LNV Corporation to maintain a two month cost-of-insurance threshold within each policy cash value account, and servicing costs that we will be required to make over the next five years to maintain our current portfolio, assuming no mortalities, is set forth in the table below.

Years Ending December 31,	Premiums		Servicing		Premiums and Servicing Fees
Six months ending December 31, 2018	$	27,358,000	$	677,000	$	28,035,000
2019		63,323,000		1,355,000		64,678,000
2020		73,758,000		1,355,000		75,113,000
2021		84,700,000		1,355,000		86,055,000
2022		95,964,000		1,355,000		97,319,000
2023		107,289,000		1,355,000		108,644,000
	$	452,392,000	$	7,452,000	$	459,844,000

Our anticipated premium expenses are subject to the risk of increased cost-of-insurance charges (i.e., “COI” or premium charges) for the life insurance policies we own. On May 9, 2018 we learned that John Hancock Life Insurance Company (“John Hancock”) had begun notifying policy owners of COI increases on Performance UL policies issued between 2003 and 2010. We identified and received notice on 20 such policies in our portfolio, representing $59.6 million in total face value, and have completed our analysis and incorporation of increased cost of insurance charges into our portfolio as of June 30, 2018 reducing the fair value by approximately $2.9 million. In addition, we received notice and recognized COI increases on four policies issued by the Transamerica Life Insurance Company (“Transamerica”) as of June 30, 2018 with a total face value of $9.2 million and a reduction in fair value of $1.4 million.

We have no known pending cost-of-insurance increases on any policies in our portfolio, but we are aware that cost-of-insurance increases have become more prevalent in the industry. Thus, we may see additional insurers implementing cost-of-insurance increases in the future.

For the quarter-end dates set forth below, the following table illustrates the total amount of face value of policy benefits owned, and the trailing 12 months of life insurance policy benefits realized and premiums paid on our portfolio. The trailing 12-month benefits/premium coverage ratio indicates the ratio of policy benefits realized to premiums paid over the trailing 12-month period from our portfolio of life insurance policies.

Quarter End Date	Portfolio Face Amount ($)		12-Month Trailing Benefits Realized ($)		12-Month Trailing Premiums Paid ($)		12-Month Trailing Benefits/Premium Coverage Ratio
March 31, 2015	754,942,000		46,675,000		23,786,000		196.2		%
June 30, 2015		806,274,000		47,125,000		24,348,000		193.5	%
September 30, 2015		878,882,000		44,482,000		25,313,000		175.7	%
December 31, 2015		944,844,000		31,232,000		26,650,000		117.2	%
March 31, 2016		1,027,821,000		21,845,000		28,771,000		75.9	%
June 30, 2016		1,154,798,000		30,924,000		31,891,000		97.0	%
September 30, 2016		1,272,078,000		35,867,000		37,055,000		96.8	%
December 31, 2016		1,361,675,000		48,452,000		40,239,000		120.4	%
March 31, 2017		1,447,558,000		48,189,000		42,753,000		112.7	%
June 30, 2017		1,525,363,000		49,295,000		45,414,000		108.5	%
September 30, 2017		1,622,627,000		53,742,000		46,559,000		115.4	%
December 31, 2017		1,676,148,000		64,719,000		52,263,000		123.8	%
March 31, 2018		1,758,066,000		60,248,000		53,169,000		113.3	%
June 30, 2018		1,849,079,000		76,936,000		53,886,000		142.8	%

We believe that the portfolio cash flow results set forth above are consistent with our general investment thesis: that the life insurance policy benefits we receive will continue to increase over time in relation to the premiums we are required to pay on the remaining polices in the portfolio. Nevertheless, we expect that our portfolio cash flow on a period-to-period basis will remain inconsistent until such time as we achieve our goal of acquiring a larger, more diversified portfolio of life insurance policies.

Inflation

Changes in inflation do not necessarily correlate with changes in interest rates. We presently do not foresee any material impact of inflation on our results of operations in the periods presented in our condensed consolidated financial statements.

Off-Balance Sheet Arrangements

We are party to an office lease with U.S. Bank National Association as the landlord. On September 1, 2015, we entered into an amendment that expanded the leased space to 17,687 square feet and extended the term through October 2025 (see Note 17 to the condensed consolidated financial statements).

Credit Risk

We review the credit risk associated with our portfolio of life insurance policies when estimating its fair value. In evaluating the policies’ credit risk, we consider insurance company solvency, credit risk indicators, economic conditions, ongoing credit evaluations, and company positions. We attempt to manage our credit risk related to life insurance policies typically by purchasing policies issued only from companies with an investment-grade credit rating by either Standard & Poor’s, Moody’s, or A.M. Best Company. As of June 30, 2018, 95.3% of our life insurance policies, by face value benefits, were issued by companies that maintained an investment-grade rating (BBB or better) by Standard & Poor’s.

Interest Rate Risk

Our senior credit facility with LNV Corporation is floating-rate financing. In addition, our ability to offer interest and dividend rates that attract capital (including in our continuous offering of L Bonds) is generally impacted by prevailing interest rates. Furthermore, while our L Bond offering provides us with fixed-rate debt financing, our Debt Coverage Ratio is calculated in relation to the interest rate on all of our debt financing. Therefore, fluctuations in interest rates impact our business by increasing our borrowing costs and reducing availability under our debt financing arrangements. We calculate our portfolio earnings based upon the spread generated between the return on our life insurance portfolio and the total cost of our financing. As a result, increases in interest rates will reduce the earnings we expect to achieve from our investments in life insurance policies.

Non-GAAP Financial Measures

Non-GAAP financial measures disclosed by our management are provided as additional information to investors in order to provide an alternative method for assessing our financial condition and operating results. These non-GAAP financial measures are not in accordance with GAAP and may be different from non-GAAP measures used by other companies, including other companies within our industry. This presentation of non-GAAP financial information should not be considered in isolation or as a substitute for comparable amounts prepared in accordance with GAAP. See our condensed consolidated financial statements and our financial statements contained herein.

We use non-GAAP financial measures for management’s assessment of our financial condition and operating results without regard to GAAP fair value standards. The application of current GAAP fair value standards, especially during a period of significant growth of our portfolio and our Company may result in current period GAAP financial results that may not be reflective of our long-term earnings potential. Management believes our non-GAAP financial measures provide investors an alternative view of the long-term earnings potential without regard to the volatility in GAAP financial results that can, and does, occur during this stage of our portfolio and company growth.

Therefore, in contrast to a GAAP fair valuation, we seek to measure the accrual of the actuarial gain occurring within the portfolio of life insurance policies at our expected internal rate of return (exclusive of future interest costs) based on statistical mortality probabilities for the insureds (using primarily the insured’s age, sex, health and smoking status). The expected internal rate of return tracks actuarial gain occurring within the policies according to a mortality table as the insureds’ age increases. By comparing the actuarial gain accruing within our portfolio of life insurance policies against our adjusted operating costs during the same period, we can estimate the overall financial performance of our business without regard to fair value volatility. We use this information to balance our life insurance policy purchasing and manage our capital structure, including the issuance of debt and utilization of our other sources of capital, and to monitor our compliance with borrowing covenants. We believe that these non-GAAP financial measures provide information that is useful for investors to understand period-over-period operating results separate and apart from fair value items that can have a disproportionately positive or negative impact on GAAP results in any particular reporting period.

In addition, the Indenture governing our L Bonds requires us to maintain a “Debt Coverage Ratio” designed to provide reasonable assurance that the buy and hold value of our life insurance portfolio plus the value of all our other assets exceed our total outstanding indebtedness. This ratio is calculated using non-GAAP measures in the method described below, again without regard to GAAP-based fair value measures.

Non-GAAP Investment Cost Basis	As of June 30, 2018			As of December 31, 2017
GAAP fair value	$	726,063,000		$	650,527,000
Unrealized fair value gain ⁽¹⁾		(362,605,000	)		(331,386,000	)
Adjusted cost basis increase ⁽²⁾		365,886,000			325,100,000
Non-GAAP investment cost basis ⁽³⁾	$	729,344,000		$	644,241,000

(1)

This represents the reversal of cumulative unrealized GAAP fair value gain of life insurance policies.

(2)

Adjusted cost basis is increased to interest, premiums and servicing fees that are expensed under GAAP.

(3)

This is the non-GAAP investment cost basis in life insurance policies from which our expected internal rate of return is calculated.

Excess Spread. Management uses the “total excess spread” to gauge expected profitability of our investments. The Expected IRR of our portfolio is based upon future cash flow forecasts derived from a probabilistic analysis of our policy benefits received and policy premiums paid in relation to our non-GAAP investment cost basis.

	As of June 30, 2018			As of December 31, 2017
Expected IRR ⁽¹⁾		10.19	%		10.48	%
Total weighted-average interest rate on indebtedness for borrowed money ⁽²⁾		7.95	%		7.95	%
Total excess spread ⁽³⁾		2.24	%		2.53	%

(1)

Excludes IRR realized on matured life insurance policies — which are substantial.

(2)

Represents the weighted-average interest rate paid on all interest-bearing indebtedness as of the measurement date, determined as follows:

Indebtedness	As of June 30, 2018			As of December 31, 2017
Senior credit facility with LNV Corporation	$	190,389,000		$	222,525,000
L Bonds		534,302,000			461,427,000
Total	$	724,691,000		$	683,952,000

Interest Rates on Indebtedness
Senior credit facility with LNV Corporation		10.19	%		9.31	%
L Bonds		7.15	%		7.29	%
Weighted-average interest rates paid on indebtedness		7.95	%		7.95	%

(3)

Calculated as the Expected IRR minus the weighted-average interest rate on interest-bearing indebtedness⁽²⁾.

Adjusted Non-GAAP Net Income. We calculate our adjusted non-GAAP net income by recognizing the actuarial gain accruing within our life insurance portfolio at the Expected IRR against our adjusted cost basis without regard to fair value. We net this actuarial gain against its adjusted costs during the same period to calculate our net income on an adjusted non-GAAP basis.

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
GAAP net income (loss) attributable to common shareholders	$	(4,396,000	)	$	(7,725,000	)	$	(17,279,000	)	$	(9,638,000	)
Unrealized fair value gain (1)		(14,573,000	)		(15,235,000	)		(31,219,000	)		(29,119,000	)
Adjusted cost basis increase (2)		27,453,000			22,739,000			53,450,000			44,461,000
Accrual of unrealized actuarial gain (3)		4,973,000			7,505,000			11,575,000			12,415,000
Total adjusted non-GAAP net income (loss)	$	13,457,000		$	7,284,000		$	16,527,000		$	18,119,000

(1)

Reversal of unrealized GAAP fair value gain on life insurance policies for current period.

(2)

Adjusted cost basis is increased to include interest, premiums and servicing fees that are expensed under GAAP.

(3)

Accrual of actuarial gain at Expected IRR.

Adjusted Non-GAAP Tangible Net Worth. We calculate our adjusted non-GAAP tangible net worth by recognizing the actuarial gain accruing within our life insurance policies at the Expected IRR of the policies we own without regard to fair value. We net this actuarial gain against our costs during the same period to calculate our adjusted tangible net worth on a non-GAAP basis.

	As of June 30, 2018			As of December 31, 2017
GAAP net worth	$	172,022,000		$	133,672,000
Less intangible assets ⁽¹⁾		(33,133,000	)		(30,354,000	)
GAAP tangible net worth		138,889,000			103,318,000
Unrealized fair value gain ⁽²⁾		(362,605,000	)		(331,386,000	)
Adjusted cost basis increase ⁽³⁾		365,886,000			325,100,000
Accrual of unrealized actuarial gain ⁽⁴⁾		169,816,000			158,241,000
Total adjusted non-GAAP tangible net worth	$	311,986,000		$	255,273,000

(1)

Unamortized portion of deferred financing costs and pre-paid insurance.

(2)

Reversal of cumulative unrealized GAAP fair value gain or loss of life insurance policies.

(3)

Adjusted cost basis is increased to include interest, premiums and servicing fees that are expensed under GAAP.

(4)

Accrual of cumulative actuarial gain at Expected IRR.

Debt Coverage Ratio. Our L Bonds borrowing covenants require us to maintain a Debt Coverage Ratio of less than 90%. The Debt Coverage Ratio is calculated by dividing the sum of our total interest-bearing indebtedness by the sum of our cash, cash equivalents, and policy benefits receivable by the net present value of the life insurance portfolio, and, without duplication, the value of all of our other assets as reflected on our most recently available balance sheet prepared in accordance with GAAP.

	As of June 30, 2018			As of December 31, 2017
Life insurance portfolio policy benefits	$	1,849,079,000		$	1,676,148,000
Discount rate of future cash flows ⁽¹⁾		7.95	%⁽¹⁾		7.95	%⁽¹⁾
Net present value of life insurance portfolio policy benefits	$	822,029,000		$	737,625,000
Cash and cash equivalents		131,096,000			142,771,000
Life insurance policy benefits receivable		27,035,000			16,659,000
Other assets ⁽²⁾		10,841,000			-
Total Coverage	$	991,001,000		$	897,055,000

Senior credit facility	$	190,389,000		$	222,525,000
L Bonds		534,302,000			461,427,000
Total Indebtedness	$	724,691,000		$	683,952,000

Debt Coverage Ratio		73.13	%		76.24	%

(1)	Weighted-average interest rate paid on indebtedness.
(2)	The Total Coverage amount as of June 30, 2018 includes “Other assets” as defined in the Amendment No.1 to Amended and Restated Indenture with Bank of Utah, dated March 27, 2018.

As of June 30, 2018 and December 31, 2017, we were in compliance with the Debt Coverage Ratio.

We have in the past reported non-GAAP expected portfolio internal rate of return at purchase among our other non-GAAP financial measures. We have determined, however, to cease reporting this measure primarily because we do not believe that it is sufficiently additive to our existing non-GAAP measures in aiding users of our financial statements and disclosures to measure and evaluate our financial condition or operating results.

Portfolio Information

Our portfolio of life insurance policies, owned by our subsidiaries as of June 30, 2018, is summarized below:

Life Insurance Portfolio Summary

Total portfolio face value of policy benefits	$	1,849,079,000
Average face value per policy	$	1,831,000
Average face value per insured life	$	2,052,000
Average age of insured (yrs.)*		81.9
Average life expectancy estimate (yrs.)*		6.8
Total number of policies		1,010
Number of unique lives		901
Demographics		76% Males; 24% Females
Number of smokers		41
Largest policy as % of total portfolio face value		0.72	%
Average policy as % of total portfolio		0.10	%
Average annual premium as % of face value		3.11	%

Averages presented in the table are weighted averages.

Our portfolio of life insurance policies, owned by our wholly owned subsidiaries as of June 30, 2018, organized by the insured’s current age and the associated number of policies and policy benefits, is summarized below:

Distribution of Policies and Policy Benefits by Current Age of Insured

								Percentage of Total
Min Age		Max Age		Number of Policies		Policy Benefits		Number of Policies			Policy Benefits			Wtd. Avg. LE (yrs.)
	95		100		12	$	16,954,000		1.2	%		0.9	%		1.4
	90		94		111		209,514,000		11.0	%		11.3	%		2.8
	85		89		213		446,986,000		21.1	%		24.2	%		4.7
	80		84		213		453,283,000		21.1	%		24.5	%		6.5
	75		79		205		368,928,000		20.3	%		20.0	%		8.9
	70		74		180		263,198,000		17.8	%		14.2	%		10.6
	60		69		76		90,216,000		7.5	%		4.9	%		10.1
	Total				1,010	$	1,849,079,000		100.0	%		100.0	%		6.8

Our portfolio of life insurance policies, owned by our subsidiaries as of June 30, 2018, organized by the insured’s estimated life expectancy and associated policy benefits, is summarized below:

Distribution of Policies by Current Life Expectancies (LE) of Insured

								Percentage of Total
Min LE (Months)		Max LE (Months)		Number of Policies		Policy Benefits		Number of Policies			Policy Benefits
	1		47		268	$	442,256,000		26.5	%		23.9	%
	48		71		198		361,295,000		19.6	%		19.5	%
	72		95		207		391,580,000		20.5	%		21.2	%
	96		119		166		329,115,000		16.4	%		17.8	%
	120		143		97		150,815,000		9.6	%		8.2	%
	144		179		60		130,376,000		6.0	%		7.0	%
	180		228		14		43,642,000		1.4	%		2.4	%
	Total				1,010	$	1,849,079,000		100.0	%	$	100.0	%

We track concentrations of pre-existing medical conditions among insured individuals within our portfolio based on information contained in life expectancy reports including the underwriter’s designation of primary impairment. We track these medical conditions within the following ten primary categories: (1) cancer, (2) cardiovascular, (3) cerebrovascular, (4) dementia, (5) diabetes, (6) multiple conditions, (7) neurological disorders, (8) respiratory disease, (9) other, and (10) no diseases. Currently, the primary disease categories within our portfolio that represent a concentration of over 10% are multiple conditions, cardiovascular, and other which constitute 26.7%, 21.5%, and 12.7%, respectively, of the face amount of insured benefits of our portfolio as of June 30, 2018.

The yield to maturity on bonds issued by life insurance carriers reflects, among other things, the credit risk (risk of default) of such insurance carrier. We follow the yields on certain publicly traded life insurance company bonds because this information is part of the data we consider when valuing our portfolio of life insurance policies for our financial statements.

The average yield to maturity of publicly traded life insurance company bonds data we consider when valuing our portfolio of life insurance policies was 4.11% as of June 30, 2018. We believe that this reflects, in part, the financial market’s judgment that credit risk is low with regard to these carriers’ financial obligations. It should be noted that the obligations of life insurance carriers to pay life insurance policy benefits ranks senior to all of their other financial obligations, such as the aforementioned senior bonds they issue.

As of June 30, 2018, approximately 95.3% of the face value of policy benefits in our life insurance portfolio were issued by insurance companies with investment-grade credit ratings from Standard & Poor’s. Our ten largest life insurance company credit exposures and the Standard & Poor’s credit rating of their respective financial strength and claims-paying ability is set forth below:

Distribution of Policy Benefits by Top 10 Insurance Companies

Rank	Policy Benefits		Percentage of Policy Benefit Amount			Insurance Company	Ins. Co. S&P Rating
1	$	271,936,000		14.7	%	John Hancock Life Insurance Company (U.S.A.)	AA-
2		210,626,000		11.4	%	AXA Equitable Life Insurance Company	A+
3		206,917,000		11.2	%	Lincoln National Life Insurance Company	AA-
4		171,627,000		9.3	%	Transamerica Life Insurance Company	AA-
5		120,081,000		6.5	%	Metropolitan Life Insurance Company	AA-
6		90,168,000		4.9	%	American General Life Insurance Company	A+
7		61,737,000		3.3	%	Pacific Life Insurance Company	AA-
8		60,893,000		3.3	%	Massachusetts Mutual Life Insurance Company	AA+
9		54,632,000		2.9	%	Reliastar Life Insurance Company	A
10		53,202,000		2.9	%	Security Life of Denver Insurance Company	A
	$	1,301,819,000		70.4	%

Secondary Life Insurance — Portfolio Return Modeling

The goal of our portfolio of life insurance assets is to earn superior risk-adjusted returns. At any time, we calculate our returns from our life insurance assets based upon (i) our historical results; and (ii) the future cash flows we expect to realize from our statistical forecasts. To forecast our expected future cash flows and returns, we use the probabilistic method of analysis. The expected internal rate of return of our portfolio is based upon future cash flow forecasts derived from a probabilistic analysis of policy benefits received and policy premiums paid in relation to our non-GAAP investment cost basis. As of June 30, 2018, the expected internal rate of return on our portfolio of life insurance assets was 10.19% based on our portfolio benefits of $1.85 billion and our non-GAAP investment cost basis of $729 million (including purchase price, premiums paid, and financing costs incurred to date). This calculation excludes returns realized from our matured policy benefits which are substantial.

We seek to further enhance our understanding of our expected future cash flow and returns by using a stochastic analysis, sometimes referred to as a “Monte Carlo simulation,” to provide us with a greater understanding of the variability of our projections. The stochastic analysis we perform provides internal rates of return calculations for different statistical confidence intervals. The results of our stochastic analysis, in which we run 10,000 random mortality scenarios, demonstrates that the scenario ranking at the 50^th percentile of all 10,000 results generates an internal rate of return (“IRR”) of 10.14%, which is very near to our expected IRR (“Expected IRR”) of our portfolio of 10.19%. Our Expected IRR is based upon future cash flow forecasts derived from a probabilistic analysis of our policy benefits received and policy premiums paid in relation to our non-GAAP investment cost basis. The stochastic analysis results also indicate that our portfolio is expected under this hypothetical analysis to generate an internal rate of return of 9.69% or better in 75% of all generated scenarios; and an internal rate of return of 9.30% or better in 90% of all generated scenarios. As the portfolio continues to grow in size and diversity, all else equal, the hypothetical scenario results cluster closer to each other around our median, or 50^th percentile, internal rate of return expectation, thereby lowering future cash flow volatility and potentially justifying our use of lower discount rates to value our portfolio as size and diversification continue to increase over time.

The complete detail of our portfolio of life insurance policies, owned by our wholly owned subsidiaries as of June 30, 2018, organized by the current age of the insured and the associated policy benefits, sex, estimated life expectancy, issuing insurance carrier, and the credit rating of the issuing insurance carrier, is set in Exhibit 99.2 to this report.

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.

As of June 30, 2018, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Securities Exchange Act of 1934 during the period covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only with proper authorizations; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, under the supervision of and with the participation of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of June 30, 2018 based on criteria for effective control over financial reporting set forth by the Committee of Sponsoring Organizations of the Treadway Commission, 2013 framework in “Internal Control — Integrated Framework.” Based on this assessment, our management concluded that, as of the evaluation date, we maintained effective internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 6.

EXHIBITS

Exhibit
10.1	Second Amendment to Master Exchange Agreement, dated June 29, 2018 (filed herewith).
31.1	Section 302 Certification of the Chief Executive Officer (filed herewith).
31.2	Section 302 Certification of the Chief Financial Officer (filed herewith).
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
99.1	Letter from Model Actuarial Pricing Systems, dated July 23, 2018 (filed herewith).
99.2	Portfolio of Life Insurance Policies as of June 30, 2018 (filed herewith).
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GWG HOLDINGS, INC.

Date: August 14, 2018	By:	/s/ Jon R. Sabes
		Chief Executive Officer

Date: August 14, 2018	By:	/s/ William B. Acheson
		Chief Financial Officer

EXHIBIT INDEX

Exhibit
10.1	Second Amendment to Master Exchange Agreement, dated June 29, 2018 (filed herewith).
31.1	Section 302 Certification of the Chief Executive Officer
31.2	Section 302 Certification of the Chief Financial Officer
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1	Letter from Model Actuarial Pricing Systems, dated April 23, 2018
99.2	Portfolio of Life Insurance Policies as of June 30, 2018
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document