Elah : Q2 2022 Financial Report

July 29, 2022

Fellow Shareholders,

Enclosed you will find the second quarter financial results for Elah Holdings, Inc. I am pleased to report that our M&A opportunity assessment in my first quarter letter from May remains accurate. We have not seen any reduction in deal flow, nor any change in our deal pipeline, as a result of the volatility in the capital markets this year.

This makes sense when you consider our primary approach to dealmaking. We seek to partner with owners who have a long-term outlook and desire to hold their businesses. Elah's calling card is to demonstrate how our company can help such owners achieve their objectives faster than other alternatives and to ultimately create more value for them over time. As a result, near-term market turbulence generally does not factor into the calculus. Importantly, we believe this strategy is also a great way to create sustainable value for our shareholders while managing downside risk.

Elah is also opportunistic and welcomes situations that are complex or where our creative structuring can set us apart. The uncertainty seen this year at home and abroad creates just that type of environment. For example, Elah has been in dialogue with multiple foreign-listed public companies with US business operations who are seeking a route to a US exchange listing. With the SPAC and IPO markets being incredibly selective these days, Elah presents an attractive alternative solution.

For the enclosed second quarter financial report, we incurred higher deal-related operating expenses compared to the past few quarters, which resulted in a larger loss from continuing operations. Offsetting these higher expenses were greater earnings from discontinued operations during the quarter. As a result, our reported net loss of $0.5 million remained largely in line with budget and prior periods. Our balance sheet remains strong and we have the liquidity to manage the business without worrying about deal clocks.

Thank you for your continued interest in Elah. Feel free to reach out to anyone on the team with questions. Sincerely,

Kyle Ross

Chief Executive Officer

Disclosure Statement Pursuant to the OTC Pink Current Disclosure Guidelines

	Elah Holdings, Inc.
Principal Address:	Mailing Address:
4514 Cole Avenue, Suite 1600	1934 Old Gallows Road, Suite 350, #T09301
Dallas, Texas 75205	Tysons Corner, Virginia 22182
	________________________________
	805-435-1255
	www.elahholdings.com

Investor Relations: [e-mail]

Stockholder Inquiries: [e-mail]

SIC Code: 7389

Quarterly Report

For the Period Ending: June 30, 2022

(the "Reporting Period")

As of July 29, 2022, the number of shares outstanding of our Common Stock was: 739,096

As of March 31, 2022, the number of shares outstanding of our Common Stock was: 739,096

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2
of the Exchange Act of 1934): Yes: ☐	No: ☒
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐	No: ☒
Indicate by check mark whether a Change in Control of the company has occurred over this reporting period:
Yes: ☐	No: ☒

1. Name and address(es) of the issuer and its predecessors (if any)

Current name of the issuer and any names used by predecessor entities, along with the dates of the name changes:

Elah Holdings, Inc. (May 9, 2018 - present); Real Industry, Inc. (June 1, 2015 - May 9, 2018); Signature Group Holdings, Inc. (June 11, 2010 to June 1, 2015)

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Elah Holdings, Inc. (the "Company", "we", or "us") is a Delaware corporation with active current standing (Prior names for the Company: Real Industry, Inc. and Signature Group Holdings, Inc.).

Signature Group Holdings, Inc., a Delaware corporation ("Signature Delaware"), on January 2, 2014 completed a holding company reorganization and reincorporation from Nevada to Delaware. In connection with this reincorporation, (i) in late 2013, Signature Group Holdings, Inc. a Nevada corporation ("Signature Nevada") formed SGH Holdco, Inc., a Delaware corporation, and its subsidiary, SGGH, LLC; (ii) following approval by Signature Nevada's stockholders, Signature Nevada merged with and into SGGH, LLC, with Signature Nevada ceasing to exist and SGGH, LLC continuing as the surviving entity and as a

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wholly owned subsidiary of SGH Holdco, Inc.; (iii) concurrently with such merger, SGH Holdco, Inc. was renamed Signature Group Holdings, Inc.; and (iv) each outstanding share of common stock of Signature Nevada was automatically converted into one share of common stock of Signature Delaware. Signature Nevada was originally incorporated in Nevada in 1972 as Fremont General Corporation ("Fremont"), which operated as a financial services holding company until its bankruptcy filing in June 2008. On June 11, 2010, Fremont completed a plan of reorganization and emerged from Chapter 11 bankruptcy proceedings as Signature Nevada.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception: N/A

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: N/A

The address(es) of the issuer's principal executive office:

Elah Holdings, Inc., 4514 Cole Avenue, Suite 1600, Dallas, Texas 75205

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes: ☒	No: ☐

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

On November 17, 2017, the Company (then known as Real Industry, Inc.) and its then wholly owned subsidiaries, Real Alloy Intermediate Holding, LLC ("RAIH") and Real Alloy Holding, Inc. ("Real Alloy"), as well as six of Real Alloy's wholly owned domestic subsidiaries (collectively with RAIH and Real Alloy, the "Real Alloy Debtors,"), filed voluntary petitions for relief under Chapter 11 of Title 11 of the U.S. Code ("Bankruptcy Code") in the U.S. Bankruptcy Court for the District of Delaware ("Bankruptcy Court"). The Chapter 11 cases of the Company and the Real Alloy Debtors were jointly administered and procedurally consolidated in the Bankruptcy Court under the case of Real Industry, Case No. 17-12464 (KJC), and the caption "In re: Real Industry, Inc., et al." Court filings and other information related to the Chapter 11 proceedings are available at a website administered by the claims and noticing agent, Prime Clerk LLC, at https://cases.primeclerk.com/realindustry.

On May 9, 2018, the Company completed a Bankruptcy Court- and stockholder-approved Chapter 11 plan of reorganization ("Plan"), which Plan centered around a $17.5 million injection of new equity capital into the Company's business in exchange for 49% of our new common stock, the compromise of more than $30 million in preferred equity and accrued dividends in exchange for $2 million and 31% of our new shares of common stock, the cancellation of all common stock and all other derivative securities and reissuance of new shares of common stock to all stockholders on the basis of an effective 1-for-200 reverse stock split, the payment or settlement of all allowed claims and debts in full, the forfeiture of the equity and interests of our former operating subsidiary RAIH and the Real Alloy business, the appointment of an entirely new board of directors, and the change of our name to Elah Holdings. In connection with these changes, the Company qualified to "go dark" from periodic reporting with the U.S. Securities and Exchange Commission ("SEC") as of May 9, 2018, as the Company and its stock met the SEC's requirements of voluntary deregistration of our common stock under the Securities Exchange Act of 1934 with the SEC. The Company's stock resumed trading on the Over-the-Counter Pink Sheets following the Emergence Date in late June 2018. Real Alloy was sold pursuant to a Bankruptcy Court-approved Section 363 sale of the Real Alloy U.S. assets and non-U.S. equity, which closed on May 31, 2018. Real Industry did not receive any value from the sale of such assets, and the Company has no ongoing financial ties to Real Alloy.

1. Security Information

Trading symbol:

ELLH

Exact title and class of securities outstanding: Common Stock*

CUSIP:	28413L 105
Par or stated value:	$0.001 par value

• In addition to the protections of our Third Amended and Restated Certificate of Incorporation, the Company maintains its Second Amended and Restated Rights Agreement, dated as of November 2, 2020, with Computershare, Inc., as rights agent (the "Rights Agreement"), which is intended to prevent an "ownership change" within the meaning of Section 382 of the Internal Revenue Code and thereby preserve the Company's ability to use its net operating losses (tax loss carryforwards). To effectuate the mechanics of the Rights Agreement, one right attaches to each share of the Company's common stock, and such

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rights are uncertificated unless the protections of the Rights Agreement are triggered. A copy of this Rights Agreement, including a full summary of the Rights Agreement at Exhibit C thereto, is available under the "Corporate Documents" section of the Company's website at http://www.elahholdings.com/CorporateDocuments/default.aspx.

As of July 29, 2022:
Total shares authorized:	2,500,000 Capital Shares (2,450,000 Common; 50,000 Preferred)
Total shares outstanding:	739,096 Common (0 Preferred)

Number of shares in Public Float: 268,990 (Please note that this public float number excludes from the public float total an aggregate 129,171 shares of common stock held by beneficial owners of greater than 5%, but less than 10%, of the Company's total shares outstanding, which shares are subject to contractual and Certificate of Incorporation transfer restrictions. Without this adjustment, based solely on shareholdings of officers, directors and beneficial owners of 10% or more of the Company's Common Stock, the

	public float is 398,161.)
Total number of shareholders of record:	200 (incl. known DTC participant accounts)
Elah has no additional classes of publicly traded securities.
Transfer Agent
Name:	Computershare Investor Services
Phone:	[phone]
Email:	www-us.computershare.com/Investor
Address:	Standard Mail: P.O. Box 505000, Louisville, KY 40233-5000;
	Overnight: 462 South 4th Street, Suite 1600, Louisville, KY 40202
Is the Transfer Agent registered under the Exchange Act? Yes: ☒	No: ☐

1. Issuance History

1. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☒

Shares Outstanding as of Second Most Recent Fiscal

Year End:

Opening Balance

Date 12/31/2019

Common: 739,096

Preferred: 0

Date of

Transaction

Number of Shares

Class of

Value of

Were the

Individual/ Entity

Reason for

Restricted or

Exemption or

Transaction

type (e.g. new

Issued (or

Securities

shares

shares

Shares were issued

share issuance

Unrestricted

Registration

issuance,

cancelled)

issued

issued at a

to (entities must

(e.g. for cash or

as of this

Type.

cancellation,

($/per

discount to

have individual

debt

filing.

shares

share) at

market price

with voting /

conversion)

returned to

Issuance

at the time

investment control

-OR-

treasury)

of issuance?

disclosed).

Nature of

(Yes/No)

Services

Provided

Shares Outstanding

on Date of This

Report:

Ending Balance:

Date 7/29/2022

Common: 739,096

Preferred: 0

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1. Debt Securities, Including Promissory and Convertible Notes

Check this box if there are no outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities: ☒

1. Financial Statements

1. The following financial statements were prepared in accordance with: ☒ U.S. GAAP
   ☐ IFRS
2. The financial statements for this reporting period were prepared by (name of individual):

Name	Title	Relationship to the Company
Kyle Ross	Chief Executive Officer	Employee
Michael Hobey	Chief Financial Officer	Employee
Laura Contreras	Controller	Contractor

The Company's unaudited financial statements for the fiscal quarter ended June 30, 2022 are provided at Appendix A to this Disclosure Report. The Company's prior audited financial statements, including for fiscal years ended December 31, 2021 and 2020, and the Company's unaudited quarterly statements, including for the fiscal quarter ended March 31 2022, are also available on the OTCIQ website, as well as available on the Company's website, www.elahholdings.com, under "Financial Releases."

1. Issuer's Business, Products and Services

A. Summarize the issuer's business operations.

Elah Holdings, Inc. is a Delaware holding company that is continuing to execute the longstanding business strategy of Real Industry (and previously Signature Group Holdings, Inc.) of seeking to acquire profitable businesses in the commercial and industrial markets, supporting the performance of such acquisitions post-closing and managing legacy assets. We have historically operated through subsidiaries.

A key element to our business strategy is utilizing our considerable United States ("U.S.") federal net operating tax loss carryforwards ("NOLs"). Our federal NOLs were predominantly generated by legacy businesses, and as of December 31, 2021, total $1.0 billion, approximately $650 million of which begin to expire if not used before our 2027 tax year. The ultimate realization of our deferred tax assets, including our federal NOLs, depends on our ability to generate future U.S. federal taxable income through the implementation of our business plan.

B. Please list any subsidiaries, parents, or affiliated companies.

The Company's direct subsidiaries are SGGH, LLC and Cosmedicine, LLC; all of the Company's subsidiaries are discontinued operations. SGGH, LLC, and its subsidiaries include the legacy operations of Fremont, a diversified financial and insurance services business, which, by virtue of a series of asset sales and changes in operating strategy, became discontinued operations in June 2010, over ten years ago.

C. Describe the issuers' principal products or services: N/A

1. Issuer's Facilities
   The Company does not maintain any facilities or own real property and is not a party to any lease. Our employees work remotely, and to the extent any employee utilizes office space from time to time, it is paid for on a month-to-month basis.

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