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8-K - 8-K - ELAH Holdings, Inc.rely-8k_20160510.htm
EX-99.1 - EX-99.1 EARNINGS PRESS RELEASE DATED MAY 10, 2016 - ELAH Holdings, Inc.rely-ex991_6.htm

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Corporate Overview MAY 2016 Exhibit 99.2

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Cautions about forward-looking statements and other notices Cautionary Statement Regarding Forward-Looking Statements. This presentation contains forward-looking statements, which are based on our current expectations, estimates and projections about Real Industry, Inc. and its subsidiaries’ (the “Company”) businesses and prospects, as well as management’s beliefs and certain assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “should,” “will” and variations of these words are intended to identify forward-looking statements. Such statements speak only as of the date hereof and are subject to change. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason. These statements include, but are not limited to, statements about the Company’s long-term investment decisions, further acquisitions, potential de-leveraging and expansion and business strategies; anticipated growth opportunities; the amount of capital-raising necessary to achieve those strategies; utilization of federal net operating loss tax carryforwards; Real Alloy’s improvements to operating efficiencies and cost of sales; as well as future performance, growth, operating results, financial condition and prospects. Such statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Accordingly, actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors. Important factors that may cause such a difference include, but are not limited to the Company’s ability to successfully identify, consummate and integrate acquisitions and/or other businesses; changes in business or other market conditions; the difficulty of keeping expense growth at modest levels while increasing revenues; the difficulty of making operating and cost improvements; the Company and its subsidiaries ability to successfully defend against current and new litigation and indemnification matters, as well as demands by investment banks for defense, indemnity, and contribution claims; the Company’s ability to access and realize value from its federal net operating loss tax carryforwards; the Company’s ability to identify and recruit management; the Company’s ability to maintain the listing requirements of the NASDAQ; and other risks detailed from time to time in the Company’s SEC filings, including but not limited to the most recently filed Annual Report on Form 10-K and subsequent reports filed on Forms 10-Q and 8-K. Use of Non-GAAP Measures. This presentation includes references to the non-GAAP financial measures of earnings before interest, taxes, depreciation and amortization (“EBITDA”) and, with certain additional adjustments (“Adjusted EBITDA”). Management believes that the non-GAAP measures of EBITDA and Adjusted EBITDA enhance the understanding of the financial performance of the operations of Real Alloy (and prior to its acquisition, the former global recycling and specification alloys business of Aleris Corporation) by investors and lenders. As a complement to financial measures recognized under GAAP, management believes that EBITDA and Adjusted EBITDA assist investors who follow the practice of some investment analysts who adjust GAAP financial measures to exclude items that may obscure underlying performance and distort comparability. Because EBITDA and Adjusted EBITDA are not measures recognized under GAAP, they are not intended to be presented herein as a substitute for earnings (loss) from continuing operations, net earnings (loss), net income attributable to Aleris or Real Alloy, or segment income, as indicators of operating performance. EBITDA and Adjusted EBITDA are the primary performance measurements used by our senior management and Board of Directors to evaluate certain operating results. Reconciliation to the GAAP equivalent of the non-GAAP measures of EBITDA and Adjusted EBITDA for Real Alloy are provided herein, in our Forms 10-Q filed with the SEC on May 12, 2015, August 17, 2015, November 9, 2015, and May 10, 2016, on our Form 10-K filed on March 15, 2016, on our Form 8-K filed with the SEC on June 29, 2015, and in Note 4 on page S-35 of the Prospectus Supplement No. 1 dated January 29, 2015 for the rights offering as filed with the SEC.

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Corporate overview Business Description & Strategy Publicly traded, NOL-rich holding company seeking well-managed and consistently profitable businesses Focused on sectors that include transportation, food, water and energy Ticker NASDAQ: RELY Share Price $8.83 (as of 5/2/16) Market Capitalization $258 million (as of 5/2/16) Shares Outstanding 29.3 million (as of 5/2/16) Cash(1) $20.5 million (as of 3/31/16) Net Debt(2) $312.2 million (as of 3/31/16) Preferred Stock $22.6 million (carrying value as of 3/31/16) NOLs Federal NOLs of approximately $870 million begin to expire 2027 Management & Board Stockholders and seasoned professionals with extensive experience in acquiring, building and managing successful businesses Does not include cash balance at subsidiary Real Alloy. Represents debt, less cash balances and capitalized issuance costs at subsidiary Real Alloy.

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organization Real Alloy Intermediate Holding, LLC (Delaware) Real Alloy Holding, Inc. (Delaware) Real Industry, Inc. (Delaware) SGGH, LLC (Delaware) NABCO, LLC -Sold January 2015 Cosmedicine, LLC (Delaware) Holding company structure Key Executives Craig Bouchard, CEO Kyle Ross, CFO John Miller, EVP Operations 7 member Board Corporate staff of 11 employees (Accounting, Tax, Legal and M&A) ~$870M Federal NOLs (as of 12/31/15) Issuer of $25M Preferred Stock (initial) Real Industry’s Direct Subsidiaries Acquisition closed February 2015 Issuer of 10% $305M Senior Secured Notes due 2019 (B3/B) Holdco of Real Alloy businesses

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Evolution and transformation 1973: Changed name to Fremont General Corp. Strategic Transition 1963: Founded as an insurance company 2005: Wholly owned subsidiary, Fremont Investment & Loan, achieved top five subprime mortgage originator position June 2008: Voluntarily filed for Chapter 11 bankruptcy June 2010: Reorganized as Signature Group Holdings; NOLs remain intact July 2011: Acquired NABCO for $36.9M Sept. 2012: Zell Credit Opportunity Fund 9.4% stake June 2013: Bouchard and investor group lead proxy fight; Bouchard appointed chairman & CEO Oct. 2014: Entered into definitive purchase agreement to acquire Real Alloy from Aleris for $525M Dec. 2014: Completed $28M Primary Equity offering Jan. 2015: Closed sale of NABCO for gross proceeds of $78M Jan. 2015: Closed $305M Senior Secured Notes offering pending Real Alloy acquisition 2010 Feb. 2015: Completed stapled Rights Offering for gross proceeds of $55M Feb. 2015: Closed acquisition of Real Alloy June 2015: Changed corporate name to ‘Real Industry’; 2 members added to Board July 2015: Raised $8.2M in at-the-market offering to support next bid June 2015: Enter Russell 2000 Index® Apr. 2015: Uplisted to NASDAQ | 1963 | 2015 Sept. 2013-Jan 2014: Prepare for growth - $300M shelf registration; reverse split; corporate reincorporation Oct. 2015: $700M shelf registration filed

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Building value Build a portfolio of operationally countercyclical, well-managed, and profitable companies Growth through acquisition with a laser focus on: Maximizing value creation on a per-share basis Allocating capital wisely Operational excellence post-closing Parent Objectives Acquisition Criteria Post-Closing Priorities Proven management Edge/sustainable competitive advantage Industry leader Invest at a 20% IRR Focus on transition into RELY (Real Alloy completed ahead of plan) De-leverage Six Sigma Support growth opportunities

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What is next? Building the Platform: Target opportunities that generate $25-100 million pretax income A few recent opportunities have exceeded this range Increase operating margins and free cash flow conversion  Blend countercyclical cash flows Utilize the NOL Optimize capital structure 

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Performance Source: Deutsche Bank North American Aluminum And Specialty Metals Stock Price Bond Price

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Real alloy OVERVIEW Global leader in third-party aluminum recycling Converts aluminum scrap and dross into reusable aluminum and specification alloys Customers are automotive OEMs and suppliers, rolling mills, and extruders 30+ year operating history 24 facilities in North America (18) & Europe (6) 300+ customers worldwide Implemented and Utilizing Hoshin Kanri/Lean Six Sigma initiative Purchased at 6.25x multiple of LTM EBITDA Volume(1) Invoiced by End Use Volume(1) by Region Note: All tonnage information is presented in metric tonnes. (1) 2015 volume of 1.2 million metric tonnes.

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How real alloy serves its Customers Integrated with Customers Through Closed Loop Operations Illustrative Operations Flow – Aluminum Fabrication Chain Competitive Advantage Value Proposition for Customers Impact to Real Alloy Close proximity to customers Integrated into supply chain Multiple facilities to support customers Operational expertise and scale bring higher efficiency and quality Maximize use of customers’ metal units to minimize their metal risk Average customer relationship spans more than 10 years ~95% renewal rate with top customers Pre-processing Melting Casting Ingots Scrap Rolling / Extrusion Scrap End-Product Fabrication Scrap Integrated Recycling Value Chain Casting End-Customers

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Low commodity risk Business Model Approximately two-thirds of Real Alloy’s volume is protected from commodity price swings under a combination of tolling and hedging arrangements. Tolling Processes metal owned by customers –No ownership of inventory insulates from metal price risk and reduced working capital needs Charges a tolling or processing fee on a per pound or ton volume basis Pass-through arrangements on energy and other costs Buy / Sell Purchases aluminum scrap in the open market and sells the converted metal Profitability driven by the metal spread Hedges a portion of its buy/sell volume in Europe Rapid inventory turns (~12x/year) ensures minimal commodity price exposure Real Alloy operates using two types of customer arrangements: Tolling (~55%) and Buy/Sell (~45%), based on 2015 volumes

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Real alloy Market dynamics Economic Variable Impact on Real Alloy LME price of aluminum and “Midwest Premium” Limited; a rising metal environment is directionally better for the business and vice versa, all else equal Prices products based on published market prices (Platts, Metal Bulletin); generally not off the LME Scrap for the buy/sell business is purchased locally and pricing is based on supply/demand Primary aluminum production by China Limited Demand for scrap imports by China China’s demand for scrap imports impacts pricing but not always spreads, which are more meaningful China’s demand for scrap has been decreasing due to government regulation and a slowing economy in China Natural gas volatility Changes tend to impact Platts and Metal Bulletin pricing Aim to hedge a portion in the future markets Foreign currency Mostly translation risk as Real Alloy Europe purchases and sells in local currency

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Auto demand expected to provide upside beyond 2016 Source: Ducker 2015 NA Light Vehicle Aluminum Study . Source: IHA Automotive – August 2015 Units Units Source: Autodata, Morgan Stanley Research

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Scrap market update *Average of Platts Twitch, Cast and Turnings Prices (Right Axis)

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Risk Management General Corporate philosophy of taking as much risk off table as possible Approximately 2/3 of annual Real Alloy volume is protected from metal price fluctuations Multiple hedge counterparties are in place and additional relationships are being negotiated Metal No hedging is needed for Tolling Business Approximately 70% of European Buy/Sell contracts are hedged North American metal risk managed physically Natural Gas Prices locked with physical contracts in Europe and with financial hedges in North America through the end of 2016 for a significant portion of overall exposure Have begun locking physically and/or financially hedging a portion of 2017 exposure; expect to commence protection for 2018 exposure in Q2

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Real alloy(1) FINANCIAL SUMMARY Revenue ($ millions) Volume Invoiced (metric tons in thousands) Note: Numbers may not add due to rounding. Financial data prior to 2015 and for the two month period in 2015 prior to RELY ownership is of the global recycling and specification alloys business of Aleris. Financial data prior to 2015 is before any estimated standalone impact. Management estimate. (3)

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appendix

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1q 2016 financial statements Unaudited Condensed Consolidated Statements of Operations Note: Results include only 33 days for Real Alloy for three months ended March 31, 2015. See Form 10-Q filing for additional information. Three Months Ended March 31, (In millions, except per share amounts) 2016 2015 Revenues$309.4 $137.8 Cost of sales 292.8 133.0 Gross profit 16.6 4.8 Selling, general and administrative expenses 15.4 7.4 Losses (gains) on derivative financial instruments 1.2 (0.2)Amortization of intangibles 0.6 0.1 Other operating expense, net 1.5 0.3 Operating loss (2.1) (2.8)Nonoperating expense (income): Interest expense, net 9.2 8.1 Change in fair value of common stock warrant liability 0.6 (0.7)Acquisition-related costs and expenses — 14.4 Foreign exchange gains on intercompany loans (2.6) — Other, net — 0.3 Total nonoperating expense 7.2 22.1 Loss from continuing operations before income taxes (9.3) (24.9)Income tax expense (benefit) 0.7 (7.4)Loss from continuing operations (10.0) (17.5)Earnings (loss) from discontinued operations, net of income taxes — 24.3 Net earnings (loss) (10.0) 6.8 Earnings (loss) from continuing operations attributable to noncontrolling interest 0.1 0.1 Net earnings (loss) attributable to Real Industry, Inc.$(10.1) $6.7 EARNINGS (LOSS) PER SHARE Net earnings (loss) attributable to Real Industry, Inc.$(10.1) $6.7 Dividends and accretion on Redeemable Preferred Stock (0.7) (0.2)Net earnings (loss) available to common stockholders$(10.8) $6.5 Basic and diluted earnings (loss) per share: Continuing operations$(0.38) $(0.82)Discontinued operations — 1.12 Basic and diluted earnings (loss) per share$(0.38) $0.30

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1q 2016 financial statements cont’d Condensed Consolidated Balance Sheets March 31, December 31, (In millions) 2016 2015 ASSETS Current assets: Cash and cash equivalents$37.0 $35.7 Trade accounts receivable, net 89.1 77.2 Financing receivable 35.3 32.7 Inventories 94.9 101.2 Prepaid expenses, supplies, and other current assets 23.5 24.7 Current assets of discontinued operations 0.1 0.3 Total current assets 279.9 271.8 Property, plant and equipment 296.2 301.5 Intangible assets, net 14.5 15.1 Goodwill 105.0 104.3 Other noncurrent assets 8.1 8.2 TOTAL ASSETS$703.7 $700.9 LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY Current liabilities: Trade payables$102.4 $100.9 Accrued liabilities 43.8 51.8 Long-term debt due within one year 2.4 2.3 Current liabilities of discontinued operations 0.1 0.1 Total current liabilities 148.7 155.1 Accrued pension benefits 39.7 38.0 Environmental liabilities 11.7 11.7 Long-term debt, net 326.3 312.1 Common stock warrant liability 7.5 6.9 Deferred income taxes 5.7 6.7 Other noncurrent liabilities 6.0 5.4 Noncurrent liabilities of discontinued operations 0.7 0.7 TOTAL LIABILITIES 546.3 536.6 Redeemable preferred stock 22.6 21.9 TOTAL STOCKHOLDERS' EQUITY 134.8 142.4 TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY$703.7 $700.9

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Real alloy adjusted ebitda reconciliation to real industry OPERATING PROFIT (LOSS) Note: Results include only 33 days for Real Alloy for three months ended March 31, 2015. See Form 10-Q filing for additional information. Three Months Ended March 31, (In millions) 2016 2015 Adjusted EBITDA$18.3 $7.9 Unrealized gains (losses) on derivative financial instruments (0.4) 0.1 Depreciation and amortization (14.7) (3.7)Amortization of purchase accounting adjustments (0.6) (3.7)Corporate and Other: Operating loss—excludes share-based compensation expense (2.8) (2.8)Share-based compensation expense (0.5) (0.3)Other (1.4) (0.3)Operating loss$(2.1) $(2.8)

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Real alloy(1) ADJUSTED EBITDA RECONCILIATION ($ millions) 2011 2012 2013 2014 Net income $68.7 $26.4 $19.0 $29.3 Provision for income taxes 14.6 11.9 4.3 1.1 Depreciation and amortization 11.0 15.8 21.6 25.6 EBITDA $94.3 $54.1 $44.9 $56.0 Restructuring charges 0.2 2.4 3.3 2.6 Unrealized losses (gains) on derivatives 3.2 (1.5) (0.8) 2.6 Net income attributable to non-controlling interest 1.0 1.3 1.0 0.9 Loss on disposal of assets 0.1 0.8 1.3 2.2 Stock-based compensation expense related to Real Alloy employees and non-Real Alloy employees 3.0 4.2 4.8 3.9 SG&A allocated from Aleris not directly associated with the business 13.6 12.0 12.6 12.8 Excluded entities/facilities (6.7) (3.6) (3.3) - Medical expense adjustment - - 4.3 3.1 Extreme winter weather - - - 2.1 Other (3.3) (0.8) 1.4 1.4 Adjusted EBITDA $105.4 $68.9 $69.5 $87.6 (1) Historical financial data is of the global recycling and specification alloys business of Aleris. Adjusted EBITDA does not include any estimated standalone impact. Note: For relevant footnotes, see standalone audited financial statements for fiscal years ended December 31, 2014, 2013 and 2012 filed with the SEC on Form 8-K dated June 29, 2015, and Prospectus Supplement No. 1 dated January 29, 2015 for fiscal year ended December 31, 2011.