EX-99.C5 6 ex_184801.htm EXHIBIT (C)(5) Image Exhibit

Exhibit (c)(5)

 

ru-lNCOLN INTERNATIONAL CONFIDENTIAL Fairness Analysis Presentation to: The Special Committee of the Board of Directors of Asta Funding, Inc. April 8, 2020  sta 

 

 

Disclaimer and Confidentiality Statement This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectives', the •Materials'), are provided to, and soleb' for the information of, the Committee (as defined herein) of the Company (as defined herein) in connection with the Committee's consideration of a Proposed Transaction (as defined herein) This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions held with Lincoln (as defined herein) in connection therewttm Any defined terms used hereinshall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the Materials The Materials are for discussion purposes onbq Lincoln expressb' disclaims any and all liability which may be based on the Materials and any errors therein or omissions therefrom The Materials were prepared for specific persons familiar wth the business and affairs of the Company for use in a specific context and were not prepared wth a view toward public disclosure or to conform with any dScIcsure standards under any state, federal or international securities or other Gws, rules or regulations, and none of the Committee, the Company, or Lincoln takes any raponsibilty for the use of the Materials persons other than the Committee and the Compan•y The Materials are provided on a confidential basissoleb' for the information of the Committee and the Company, other than as described in the engagement letter between Lincoln and the Company, dated November 22, 2019 (as amended on February 29, 2020, the •Enaaaement Letter'), and may not be dScIosed, summarized, reproduced, disseminated, quoted, or otherwee referred to, in whole or in part, without Lincoln's express prior written consent The Materials are nec—sarib' based on financial, economic, market, and other condtions as in effect on, and the information available to Lincoln as of, the date of the Materials Athough subsequent developments may affect the contents of the Materials, Lincoln has not undertaken, and is under no obligation, to update, revise, or reaffirm the Materials The Materials are not intended to provide the sole basis for evaluation of the Proposed Transaction and do not purport to contain all information that may be required to do sm The Materials do not address the underb'ing business decision of the Company or any other party to proceed with or effect the Proposed Transactiom The Materials do not constitute any opinion, nor do the Materials constitute a recommendation to the Commttee, the Company, any securty holder of the Company, or any other party as to how to vote or act with respect to any matter relating to the Proposed Transaction or otherwise Lincoln's ony opinion is the Opinion (as defined herein), if any, that is actualty delivered to the Committee The Materials may not reflect fiformation known to other professionals other business areas of Lincoln and ts affiliates The preparation of the Materials was a complex proc—s involving quantitative and qualitative judgments and deter minations with respect to the financial, comparative, and other anab'tic methods employed and the adaption and application of these methods to the unique facts and circumstanc— praented and, therefore, is not readib' susceptible to partial anatysS or summary descriptiom Furthermore, Lincoln did not attibute any particular weight to any anaysS or factor considered b,' t, but rather made qualitative judgments as to the significance and relevance of each anatysis and factor Each anatytical technique has inherent strengths and weakness—, and the nature of the available information may further affect the value of particular techniqu— Accordingb', the anatys— contained in the Materials must be considered as a whole Selecting portions of the anatys—, anatytic methods and factors without considering all anatyses and factors could create a misleading or incomplete viei% The Materials reflect judgments and assumptions with regard to industry pefformance, general business, economic, regulatory, market, financial conditions, and other matters, many of which are beyondthe controlofthe participants in the Proposed Transactiom Any estimates of value contained in the Materials are not necessarily indicative of actual value or predictive of future resuts or values, whidl may be significantly more or less favorable Any anatys— relating to the value of asseÉ, businesses, or securities do not purport to be appraisals or to reflect the prees at whizh any asseÉ, busin—s—, or securities may actually be The Materials do not constitute a fairness opinion, solvency opinion, valuaton opinion, credit rating, an anatysis of the Company's credit worthin—s, as tu advice, or as accounting advice The Materials do not ad&ess any other terms, aspects, or implications of the Proposed Transaction, or any agreements, arrangements, or understandin* entered into in connection with the Proposed Transaction or othewee Furthermore, the Materials do not addr—s the fairn—s of any portion or aspect of the Proposed Transaction to any party In preparing the Materials, Lincoln has not conducted any physeal inspection or independent appraisal or evaluation of any of the assets, properties, or liabilities (contingent or other-wee) of the Company or any other party Q,LINCOLN INTERNATIONAL Sta 

 

 

Disclaimer and Confidentiality Statement (cont'd) Except as other-wee noted in the Materials, all budgets, projections, estimates, financial anatys—, reports, and other information with respect to operations (including estimates of potential cost savings and expense reflected in the Materials have been liepared management of the Company CManaaementE) or are derived from such budgeB, projections, —timates, financial anatys—, reports and other information or from other sourc—, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable The budgets, projections and estimates contained in the Materials may or may not be achieved and differenc— between Injected resu& and those actualb' achieved may be material Lincoln has relied upon repr—entations made by Management and other participants in the Proposed Transaction that such budgets, Injections, and estimates have been reasonabty prepared in good faith on bases reflecting the best currents' available estimates and judgments of such Management (or, with rapect to information obtained from public sources, repr—ent reasonable estimates), and Lincoln expr—ses no opinion wth respect to such budgets, Injections, or estimates orthe assumptions on which they are based Lincoln has assumed and relied upon the accuracy and completeness of the financial and other information provided to, decussed with or reviewed by t without (and without assuming responsibilty for) independent verification of such information, makes no repr—entation or warranty (EKIyess or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company and other parttipants in the Proposed Transaction that they are not aware of any facts or circumstances that would make such information inaccurate or In addition, Lincoln has relied upon and assumed, without independent verification, that there has been no change in the business, asseÉ, liabilities, financial condition, resu& of operations, cash flows, or licspecÉ of the Company or any other participant in the Proposed Transaction since the respectVe dates of the most recent financial statements and other in formation, financial or otherwise, prodded to, discussed with or reviewed by Lincoln that would be material to ts anatyses, and that the final forms of any draft documents reviewed by Lincoln will not differ in any material respect from such draft documents The Materials do not constitute a commitment by Lincoln or any of ts affiliates to undewrite, for or place any securities, to extend or arrange credit, or to grovide any other services Lincoln provides mergers and acquisitions, restucturing, and other adv—ory servees to clients, which may have in the past included, or may currentb' or in the future include, one or more interested parties to the Proposed Transaction (each an for whCh ser.'ic— Lincoln has receVed, and may receVe, compensatiom Although Lincoln in the course of such activities and relationships or othewee may have acquired, or may in the future acquire, information about one or more Interested Parties or the Proposed Transaction, or that otherwise may be of interest to the Company, Lincoln shall have no obligation to, and may not be contractualb' permitted to, disclose such information, or the fact that Lincoln is in possession ofsuch information, to the Company or to use such information on the Companys behalf Lincoln and ts affiliates provide a range of investment banking and financial servic— and, in that regard, Lincoln may in the future provide, investment banking and other financial servic— to the Company or ts respective affiliates, for which Lincoln and our affiliates would expect to receive compensatiom THIS REPORT IS NOT INTENDED TO REPRESENT AND DOES NOT REPRESENT AN OPINION BY LINCOLN. Q,LINCOLN INTERNATIONAL Sta 

 

 

Table of Contents Section 1 Section 2 Section 3 Section 4 Section 5 Section 6 Appendix A Appendix a Appendix C Appendix D Executive Summary Valuation Analysis Consumer Receivables Valuation Analysis — Personal Injury Claims Valuation Analysis GAR Valuation Analysis Small Business Lending Valuation Analysis Corporate Overhead Valuation Support Fully-Diluted Shares Outstanding Asta Trading Analysis Illustrative Premiums Paid Analysis 5 10 14 21 27 31 36 43 46 48 

 

 

Executive Summary Section 1

 

 

Executive Summary Engagement Overview, Proposed Transaction, and Opinion Engagement Overview Lincoln International LLC ('Lincoln", ' Yue", or •guff) has bean engaged to serve as financial advisor to the Special Committee of the Board of Directors (the 'Committee") of Asta Funding, Inc. ('Asta" or tha to (i) provide customary financial and valuation advisory services to the Committee to assist it in evaluating and, if requested by the Committee, negotiating the Proposed Transaction (as described below), and (ii) upon request by the Committee, render to ita written opinion, as described below. Proposed Transaction It is Lincoln's understanding that the Proposed Transaction involves the offer made by Gary Stern, the Chairman and Chief Executive Officer (the 'CEO") of tha Company to acquira the shares of common stock of the Company not owned by tha CEO, members of the Starn group, or any of their respective affiliates (the 'Public Shares" and such holders, the 'Public Shareholders") through a margar transaction in which the Public Shares will be converted into the right to receive cash consideration of Sl 1.47 par share (the 'Consideration", and such transaction, the 'Proposed Transaction"). The Opinion The Committee has requested that Lincoln render a written opinion (the 'Opinion") as to whether the Consideration to be received by the Public Shareholders in connection with the Proposed Transaction is fair, from a financial point of View, totha Public Shareholders. Q,LINCOLN INTERNATIONAL Sta 

 

 

Executive Summary Scope Scope In arriving at our Opinion, we have, among other things: v. Vill_ Xll_ discussed the tams and circumstances surrounding the Proposed Transaction With the Special Commttee and ts legal counsel, and cetain members of Management; mat wth the Special Committee, and met wth certain members of Management the Company's offices in Englewood Cliffs, New Jersey, in each case to discuss the business, financial outlookand prospects ofthe Company; reviewed a draft, dated April 7, 2020, ofthe Merger Agreement; reviewed a letter addressed to us by management of the Company which contains, among other things, representations regarding the accuracy of the information, data and other materials (financial or othan,visa) provided to, or discussed with, us by or on behalf of the Company, dated April 8, 2020; reviewed the Company's annual reports and audtad financial statements on Form 10-K filed With the U_S_ Securities and Enhange Commission (the 'SEC") for the fiscal years ended September 30, 2016 through September 30, 201 g; reviewed the Company's unaudited business segment financial stäements and pro forma financial information for the fiscal years ended September 30, 2018 through September 30, 201 g; reviewed financial projections for the Company and each of its business segments prepared by management ofthe Company for the fiscal years ending September 30, 2020 through Segembar 30, 2026, provided to us by' Management and approved for our use by' the Company and the Special Committee (the 'Management Projections"); reviewed and discussed with the Special Commttae the Management Projections and certain a>åenslons thereof through the fiscal year ending September 30, 2029 wth respect to the Company's consumer receivables segment, and through the fiscal year ending Segember 30, 2028 with respect to the Company's corporate overhead (the 'Extended Management Projections"); reviewed the financial terms of the Proposed Transaction and compared those terrns With the financial terms of certain business combinäions and other transactions as oftha data hereof, that we deemed relevant; reviewed caltain financial and other information for the Company, and compared that data and information wth certain stock trading, financial and corresponding data and information for companies wth publicly traded securtias as of the data hereof, none of whch IS directly comparable to the Company, that we deemed relevant; performed certain valuation and comparative analyses includng a discounted cash flow analysis and an analysis of selected public companies that we deemed relevant; and considered such other information, financial studies, analyses and investigations and financial, economic and market criteria that we deemed relevant. Q,LINCOLN INTERNATIONAL Sta 

 

 

Executive Summary Lincoln Valuation Methodology • Lincoln performed a sum-of-the-parts financial analysis for each of the five primary operating segments of Asta: (i) consumer receivables, (Il) personal injury claims, (iii) social security disability advocacy, (iv) small business lending and (v) corporate overhead (each a 'Segment", and collectively. the 'Segments"). Segment Consumer Receivables Personal Injury Claims Social Security Disability Advocacy Small Business Lending Corporate Overhead Entity Palisades Collection, Palisades Collection, Peru) LLC (United States) LLC (International: Colombia and Simia Capital, LLC ('Simia Sylvave, LLC ('Sylvave") Arthur Funding, LLC ('Athw_Eunding") GAR Disability Advocates, LLC ('GAR") TBD WA Valuation Methodology (1) Discounted Cash Flow CDCF") Analysis DCF Analysis DCF Analysis DCF Analysis Selected Public Companies / M&A Transactions Analysis DCF Analysis Selected Public Companies Analysis DCF Analysis DCF Analysis • For each Segment's DCF analysis, Lincoln utilized the Management Projections, and a capital asset pricing model weighted average costof capital ('WACC") todiscount to present value the future cash flows in the Management Projections. Based on an analysis of the selected public companies used in Lincoln's analysis and commensurate with the risks related to the Company and each of its Segments, Lincoln used a WACC range of 11.6% to 16.5% for all segments with the exception of Small Business Lending, where Lincoln utilized a WACC range of 17.6% t022_6%, as discussed in Wither detail herein. Q,LINCOLN INTERNATIONAL (I) Utilizes Management Projections, and with respect to the Companys Consumer Receivablesand Corporate Overhead Segments, utilizes the Extended Management Projections Note At the direction of the Special Commttee, Lincoln hasexcluded from tsanatysisthe potential impact of the derivative lawsuit filed by Daniel Litten in Delaware Chancery Court on November 4, 2019 (the "Derivative Lawsuit"), asthe Special Commttee has attributed no value to the Derivative Lawsuit Sta 

 

 

Executive Summary Valuation Summary Note: At the direction of the Special Committee, Lincoln has excluded from its analysis the potential impact of the Note: Derivative Lawsuit, as the Special Committee has attributed no value thereto. Valuation Summary ($ in Thousands, except per share values) Value Per Share (1) Low Mid High Low Mid High Liquid Financial Assets: Cash And Cash Equivalents (2) $3,156.0 $3,156.0 $3,156.0 $0.47 $0.47 $0.47 Investments (3) 7,895.2 7,895.2 7,895.2 1.17 1.17 1.17 Available-For-Sale Securities (3) 60,709.6 60,709.6 60,709.6 8.99 8.98 8.97 A Total Liquid Financial Assets $71,760.7 $71,760.7 $71,760.7 $10.63 $10.61 $10.60 Segment Enterprise Value (Sum-of-the-Parts Analysis): Consumer Receivables $18,100.0 $18,900.0 $19,700.0 $2.68 $2.80 $2.91 Personal Injury Claims 3,560.0 3,700.0 3,840.0 0.53 0.55 0.57 GAR 6,400.0 7,200.0 8,100.0 0.95 1.06 1.20 Small Business Lending 15.0 1,125.0 2,485.0 0.00 0.17 0.37 Corporate Overhead (26,700.0) (28,300.0) (30,200.0) (3.95) (4.19) (4.46) B Total Segment Enterprise Value $1,375.0 $2,625.0 $3,925.0 $0.20 $0.39 $0.58 Other Assets: Present Value of NOL Tax Benefits $1,535.2 $1,629.2 $1,736.0 $0.23 $0.24 $0.26 Equity Method Investment (Serlefin) (2) (4) 278.0 278.0 278.0 0.04 0.04 0.04 Settlements Receivable (2) (5) 1,095.0 1,095.0 1,095.0 0.16 0.16 0.16 Proposed Other Assets (2) (6) 382.0 382.0 382.0 0.06 0.06 0.06 Transaction C Total Other Assets $3,290.2 $3,384.2 $3,491.0 $0.49 $0.50 $0.52 D = A + B + C Aggregate Equity Value $76,426.0 $77,769.9 $79,176.7 $11.32 $11.50 $11.70 $11.47 E Fully-Diluted Shares Outstanding (1) 6,752,986 6,760,811 6,768,736 F = D / E Value Per Share $11.32 $11.50 $11.70 Implied Aggregate Equity Value Multiples Book Value (2) $89,618.0 0.85x 0.87x 0.88x Tangible Book Value (2) 88,208.0 0.87x 0.88x 0.90x LTM Earnings (7) 6,945.0 11.0x 11.2x 11.4x (1) Fully-diluted shares outstanding were calculated using the Treasury Stock Method and Lincoln's range of Value Per Share; see Appendix B for additional details (2) As of December 31, 2019, per Company filings (3) Reflects market value as of April 6, 2020 (4) Relates to the Company's 49% owned joint venture with Serlefin Peru (5) Relates to a lawsuit filed by the Company against a third-party servicer arising from the servicer's failure to pay certain amounts due under a servicing agreement (6) Other Assets consists of (i) a Republic Bank Deposit of $203,000 and (ii) a Loan to Serlefin of $179,000 (7) Latest twelve months ended December 31, 2019 9

 

 

Valuation Analysis – Consumer Receivables Section 2

 

 

Valuation Analysis – Consumer Receivables Historical and Projected Financial Statements Sources: Management Projections; Extended Management Projections Note: Net Working Capital includes (i) changes in operating assets and liabilities and (ii) principal collections from both the U.S. and Note: international consumer receivables portfolios Historical and Projected Financial Performance - Consumer Receivables ($ in Thousands) Management Projections Long-Term Projections '19A - '29P '20P - '29P FY Ending September 30, 2018A 2019A LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P CAGR Avg. Finance Income $15,863.0 $14,050.0 $13,688.0 $10,498.0 $7,889.0 $6,138.0 $5,022.0 $4,214.0 $2,915.0 $2,239.0 $1,791.2 $1,433.0 $1,146.4 (22.2%) Other Income $4,077.0 $773.0 $739.0 $118.0 $27.0 $5.0 $5.0 $5.0 $5.0 $5.0 $5.0 $5.0 $5.0 (39.6%) Total Revenue $19,940.0 $14,823.0 $14,427.0 $10,616.0 $7,916.0 $6,143.0 $5,027.0 $4,219.0 $2,920.0 $2,244.0 $1,796.2 $1,438.0 $1,151.4 (22.5%) Growth NA (25.7%) (38.6%) (28.4%) (25.4%) (22.4%) (18.2%) (16.1%) (30.8%) (23.2%) (20.0%) (19.9%) (19.9%) (-) Total Operating Expenses ($1,722.0) ($2,155.0) ($1,687.0) ($1,197.0) ($1,137.0) ($1,032.0) ($877.0) ($767.0) ($659.0) ($584.0) ($584.0) ($584.0) ($584.0) (12.2%) EBITDA $18,218.0 $12,668.0 $12,740.0 $9,419.0 $6,779.0 $5,111.0 $4,150.0 $3,452.0 $2,261.0 $1,660.0 $1,212.2 $854.0 $567.4 (26.7%) Margin 91.4% 85.5% 88.3% 88.7% 85.6% 83.2% 82.6% 81.8% 77.4% 74.0% 67.5% 59.4% 49.3% 74.9% Growth NA (30.5%) (39.6%) (25.6%) (28.0%) (24.6%) (18.8%) (16.8%) (34.5%) (26.6%) (27.0%) (29.6%) (33.6%) Net Working Capital $4,504.0 $2,264.0 $1,869.0 $1,323.0 $446.0 $157.0 $88.0 $72.0 $49.0 $38.0 $32.2 $27.5 $23.8 (36.6%) as a % of Total Revenue 22.6% 15.3% 13.0% 12.5% 5.6% 2.6% 1.8% 1.7% 1.7% 1.7% 1.8% 1.9% 2.1% 3.3% (1) Latest twelve months ended December 31, 2019 11

 

 

Valuation Analysis — Consumer Receivables DCF Analysis - Key Assumptions As part of its valuation analysis, Lincoln performed a DCF analysis utilizing the Management Projections for FY2020 through FY2026_ Based on discussions With Management, there have not bean any new consumer receivable portfolio purchases in several years, and there are no plans to restat consumer receivables portfolio purchases in tha near future for either the domestic or international operations of the Consumer Receivables Segment For the purposes of Lincoln's analysis, and based on discussions with Management, Lincoln assumed that the Consumer Receivables portfolio would be liquidated at the end of FY202g, after which point the Segment is projected to become unprofitable on a standalone EBITDA basis. As such, no terminal value was contemplated in Lincoln's DCF analysis. The following is a summary of the key assumptions used in the DCF analysis, extrapolated through FY2029, based on discussions With Management and as approved for Lincoln's use by the Committee, for the Consumer Receivables Segment: Total revenue and EBITDA are projected to decrease ata CAGR of (22.6%) and (26_7%), respectively, over the FY2019 through FY2029 period; The Consumer Receivables Segment EBITDA margin is projected to decline from 88.3% for the LTM period ended December 31, 2019 to 49.3% in Given the run-off nature of the portfolio, Lincoln assumed that the Consumer Receivables Segment would be liquidated at the end of FY2029, after which point the Segment is projected to become unprofitable on a standalone EBITDA basis; Net working capital, calculated on a cash-free, debt-free basis, and including principal collections on each of the IJ_S_ and international consumer receivable potfolios, averages 3.3% of the Consumer Receivables Segment's total revenue over the FY2020 through FY202g period; Lincoln utilized a taxrate of 28.1%, per Management; and The resulting discrete cash flows were discounted at a WACC range of 11.6% to Q,LINCOLN INTERNATIONAL Notæ: DCF rot is to of goint t is to o EB T N?

 

 

Valuation Analysis – Consumer Receivables DCF Analysis - Summary Sources: Management Projections; Extended Management Projections Notes: DCF Analysis does not contain a terminal value as the Consumer Receivables Segment is assumed to cease operations at the Notes: end of FY2029, after which point it is projected to become unprofitable on a standalone EBITDA basis. Net Working Capital Notes: includes changes in operating assets and liabilities and principal collection from both the U.S. and international consumer Notes: receivables portfolios DCF Analysis - Consumer Receivables ($ in Thousands) Management Projections Long-Term Projections 19A - '29P '20P - '29P FY Ending September 30, LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P CAGR Avg. Total Revenue $14,427.0 $10,616.0 $7,916.0 $6,143.0 $5,027.0 $4,219.0 $2,920.0 $2,244.0 $1,796.2 $1,438.0 $1,151.4 (22.5%) % Growth (38.6%) (28.4%) (25.4%) (22.4%) (18.2%) (16.1%) (30.8%) (23.2%) (20.0%) (19.9%) (19.9%) EBITDA $12,740.0 $9,419.0 $6,779.0 $5,111.0 $4,150.0 $3,452.0 $2,261.0 $1,660.0 $1,212.2 $854.0 $567.4 (26.7%) % Margin 88.3% 88.7% 85.6% 83.2% 82.6% 81.8% 77.4% 74.0% 67.5% 59.4% 49.3% 74.9% % Growth (30.1%) (25.6%) (28.0%) (24.6%) (18.8%) (16.8%) (34.5%) (26.6%) (27.0%) (29.6%) (33.6%) 1/20 - 9/20 EBIT $6,457.0 $6,779.0 $5,111.0 $4,150.0 $3,452.0 $2,261.0 $1,660.0 $1,212.2 $854.0 $567.4 (-) Pro Forma Taxes @ 28.1% (1,815.1) (1,905.6) (1,436.7) (1,166.6) (970.4) (635.6) (466.6) (340.7) (240.0) (159.5) NOPAT $4,641.9 $4,873.4 $3,674.3 $2,983.4 $2,481.6 $1,625.4 $1,193.4 $871.5 $613.9 $407.9 (+/-) Net Working Capital 546.0 877.0 289.0 69.0 16.0 23.0 11.0 5.8 4.7 3.7 Free Cash Flow $5,187.9 $5,750.4 $3,963.3 $3,052.4 $2,497.6 $1,648.4 $1,204.4 $877.3 $618.6 $411.6 Discount Period 0.11 0.99 1.99 2.99 3.99 4.99 5.99 6.99 7.99 8.99 Discount Factor @ 14.0% 0.9855 0.8788 0.7709 0.6762 0.5932 0.5203 0.4564 0.4004 0.3512 0.3081 Present Value of Unlevered Free Cash Flow $5,113.0 $5,053.4 $3,055.2 $2,064.1 $1,481.5 $857.7 $549.7 $351.2 $217.2 $126.8 Enterprise Value Low Mid High WACC 16.50% 14.00% 11.50% Present Value of Discrete Cash Flows $18,108.2 $18,869.8 $19,717.1 Indicated Enterprise Value (Rounded) $18,100.0 $18,900.0 $19,700.0 (1) Latest twelve months ended December 31, 2019 13

 

 

Valuation Analysis – Personal Injury Claims Section 3

 

 

Valuation Analysis – Personal Injury Claims Historical and Projected Financial Statements – Arthur Funding Source: Management Projections Historical and Projected Financial Performance - Arthur Funding ($ in Thousands) Management Projections FY Ending September 30, 2019A LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P Personal Injury Claims Income $12.0 $26.0 $145.0 $661.0 $1,739.0 $2,344.0 $2,370.0 $2,361.0 $2,361.0 Total Revenue $12.0 $26.0 $145.0 $661.0 $1,739.0 $2,344.0 $2,370.0 $2,361.0 $2,361.0 Growth NA NA NM 355.9% 163.1% 34.8% 1.1% (0.4%) 0.0% (-) Total Operating Expenses ($80.0) ($170.0) ($391.0) ($730.0) ($944.0) ($1,071.0) ($1,079.0) ($1,147.0) ($1,158.0) EBITDA ($68.0) ($144.0) ($246.0) ($69.0) $795.0 $1,273.0 $1,291.0 $1,214.0 $1,203.0 Margin (566.7%) (553.8%) (169.7%) (10.4%) 45.7% 54.3% 54.5% 51.4% 51.0% Growth NA NA NM NM NM 60.1% 1.4% (6.0%) (0.9%) Investment in Arthur Funding, Net ($225.0) ($285.0) ($701.0) ($2,700.0) ($3,822.0) ($969.0) $217.8 ($9.0) ($11.0) Free Cash Flow ($871.0) ($2,769.0) ($3,233.7) ($27.0) $1,173.1 $889.4 $879.2 as a % of Total Revenue (600.7%) (418.9%) (186.0%) (1.2%) 49.5% 37.7% 37.2% (1) Latest twelve months ended December 31, 2019 15

 

 

Valuation Analysis – Personal Injury Claims Projected Simia and Sylvave Book Value Rollforward Simia and Sylvave Book Value Rollforward Source: Management Projections $0.0 $500.0 $1,000.0 $1,500.0 $2,000.0 $2,500.0 $3,000.0 $2,623.0 $1,873.0 $1,123.0 $456.0 $500.0 $375.0 $250.0 $125.0

 

 

Valuation Analysis — Personal Injury Claims DCF Analysis - Key Assumptions As part of its valuation analysis, Lincoln determined the indicated enterprise value of the Company's Personal Injury Claims Segment by performing a DCF analysis utilizing the Management Projections, and a Selected Public Companies / M&A Transactions Analysis for Arthur Funding using the Company's invested capital in Arthur Funding as of March 31, 2020 to which Lincoln applied a range of book value multiples. Based on discussions with Management, there have bean no new personal injury claims portfolio fundings for either Simia and Sylvave in several years and all naw personal injury claims fundings are expected to be completed by the Company's Arthur Funding Segment. As such, no terminal value was contemplated in Lincoln's DCF analysis for Simia and Sylvava The following is a summary of the key assumptions used in the DCF analysis for Simia and Sylvave- Principal and interest cash collections for each of Simia and Sylvave, as displayed on the next page, were projected by Management based on historical realization rates, and are expected to decline to zero by FY2024 as the portfolios are fully wound down; Operating expenses for Simia and Sylvave are correspondingly expected to decline throughout the projection period, per Management; As the collections for each of Simia and Sylvave represent principal and accrued interest, Lincoln projected cash taxes to be zero, based on discussions with Management; and The resulting discrete cash flows were discounted at a WACC range of 11 to Source: Management Projections Q,LINCOLN INTERNATIONAL Sta 

 

 

Valuation Analysis – Personal Injury Claims Simia and Sylvave DCF Analysis – Summary Source: Management Projections Notes: Cash flows for each of Simia and Sylvave were projected based on historical realization rates, as provided by Notes: Management portfolios. DCF analysis for Simia and Sylvave does not contain a terminal value as the Notes: Segments are in wind-down and will cease operations at FY2024, per Management. DCF Analysis - Simia and Sylvave ($ in Thousands) Management Projections FY Ending September 30, 2020P 2021P 2022P 2023P 2024P 1/20 - 9/20 Principal Collections - Simia $303.0 $101.0 $101.0 $101.0 $101.0 Interest Collections - Simia 72.0 24.0 24.0 24.0 24.0 Principal Collections - Sylvave 504.0 503.0 503.0 503.0 456.0 Interest Collections - Sylvave 246.0 247.0 247.0 164.0 0.0 Total Portfolio Cash Flows $1,125.0 $875.0 $875.0 $792.0 $581.0 (-) Total Operating Expenses ($21.0) ($27.0) ($27.0) ($27.0) ($11.0) (-) Pro Forma Taxes 0.0 0.0 0.0 0.0 0.0 Free Cash Flow $1,104.0 $848.0 $848.0 $765.0 $570.0 Discount Period 0.11 0.99 1.99 2.99 3.99 Discount Factor @ 14.0% 0.9855 0.8788 0.7709 0.6762 0.5932 Present Value of Unlevered Free Cash Flow $1,088.0 $745.2 $653.7 $517.3 $338.1 Enterprise Value Low Mid High WACC 16.5% 14.0% 11.5% Present Value of Discrete Cash Flows $3,235.9 $3,342.3 $3,457.6 Indicated Enterprise Value (Rounded) $3,250.0 $3,350.0 $3,450.0 (1) Latest twelve months ended December 31, 2019 18

 

 

▪ Lincoln considered eight public companies and three selected M&A transactions in the specialty finance industry. ▪ Lincoln’s selected multiples for Arthur Funding were based on a comparative analysis that considered, among other things, certain quantitative and qualitative factors including the following: geographic footprint, relative size, historical and projected financial performance and profitability, the length of time Arthur Funding has been originating new business, and Arthur Funding’s revenue and earnings composition. ‒ Lincoln further notes that Arthur Funding represents an early stage investment for the Company, having launched in May 2019, and the Segment has not yet generated significant origination volumes. Appendix A contains additional details of Arthur Funding’s total originations through March 31, 2020. Note: None of the selected public companies or the target companies in the M&A transactions analysis is identical to Arthur Funding and Lincoln does not have access to non-public information regarding those companies. Valuation Analysis – Personal Injury Claims Arthur Funding - Selected Public Companies / M&A Transactions Analysis - Summary Source: Investment in Arthur Funding as of March 31, 2020 was provided by Management. See Appendix A for Source: additional details of Arthur Funding’s total originations through March 31, 2020 Note: For purposes of Lincoln’s valuation analysis for Arthur Funding, Equity Value is equal to Enterprise Value since Note: there is no corresponding Segment-level leverage Selected Public Companies / M&A Transactions Analysis - Summary ($ in Thousands) Selected Public Companies M&A Selected Multiples Financial Enterprise Value Enterprise Value Multiple Low - High Median Median Low - High Statistic (1) Low Mid High Book Value 0.35x - 2.29x 0.73x 1.43x 1.00x - 1.25x $312.1 $312.1 $351.1 $390.1 Indicated Equity Value Range (Rounded) $310.0 $350.0 $390.0 (1) Book Value for Arthur Funding represents the Company's investment in Arthur Funding as of March 31, 2020; see Appendix A for additional details 19

 

 

Valuation Analysis – Personal Injury Claims Valuation Summary Source: Management Projections Note: Indicated Enterprise Value Range represents the sum of the DCF Analysis – Simia and Sylvave and the Note: Selected Public Companies / M&A Transactions Analysis – Arthur Funding Valuation Summary - Personal Injury Claims ($ in Thousands) Enterprise Value Low Mid High DCF Analysis - Simia and Sylvave $3,250.0 $3,350.0 $3,450.0 Selected Public Companies / M&A Transactions Analysis - Arthur Funding 310.0 350.0 390.0 Indicated Enterprise Value Range $3,560.0 $3,700.0 $3,840.0 20

 

 

Valuation Analysis – GAR Section 4

 

 

Valuation Analysis – GAR Historical and Projected Financial Statements Source: Management Projections Historical and Projected Financial Performance - GAR ($ in Thousands) Management Projections '19A - '26P '20P - '26P FY Ending September 30, 2018A 2019A LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P CAGR Avg. Disability Fee Income $4,598.0 $4,861.0 $4,408.0 $3,772.0 $4,528.0 $4,542.0 $4,633.0 $4,726.0 $4,821.0 $4,917.0 0.2% Other Income 8.0 48.0 48.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 NM Total Revenue $4,606.0 $4,909.0 $4,456.0 $3,772.0 $4,528.0 $4,542.0 $4,633.0 $4,726.0 $4,821.0 $4,917.0 0.0% Growth NA 6.6% (24.0%) (23.2%) 20.0% 0.3% 2.0% 2.0% 2.0% 2.0% (-) Total Operating Expenses ($3,511.0) ($3,339.0) ($3,267.0) ($3,243.0) ($3,263.0) ($3,287.0) ($3,312.0) ($3,337.0) ($3,243.0) ($3,269.0) (0.3%) EBITDA $1,095.0 $1,570.0 $1,189.0 $529.0 $1,265.0 $1,255.0 $1,321.0 $1,389.0 $1,578.0 $1,648.0 0.7% Margin 23.8% 32.0% 26.7% 14.0% 27.9% 27.6% 28.5% 29.4% 32.7% 33.5% 27.7% Growth NA 43.4% (21.7%) (66.3%) 139.1% (0.8%) 5.3% 5.1% 13.6% 4.4% Net Working Capital $446.0 $203.0 $361.0 $320.0 $320.0 $320.0 $320.0 $320.0 $320.0 (4.6%) as a % of Total Revenue 9.1% 4.6% 9.6% 7.1% 7.0% 6.9% 6.8% 6.6% 6.5% 7.2% (1) Latest twelve months ended December 31, 2019 Note: Five Star Veterans Disability, LLC, a division of GAR ("Five Star"), represents a diminishing portfolio, in which the Company is not actively investing going forward. Five Star future cash Note: collections are projected to be $150,000 in 2020P, $75,000 in 2021P, and $0 in 2022P and thereafter. 22

 

 

Valuation Analysis — GAR DCF Analysis - Key Assumptions As pan of its valuation analysis, Lincoln performed a DCF analysis utilizing the Management Projections for FY2020 through FY2026_ Beyond the projection period, Lincoln estimated the continuing value of GAR (the 'Terminal Value") by using a terminal growth rate of 2.0%, based on discussions with Management, reflecting Management's View of the long-term growth rata of GAR The following is a summary of the key assumptions used in the DCF analysis for GAR: Total revenue is projected to decrease (23_2%) to $3.77 million in FY2020 followed by a recovery to approximately S4_g million by FY2026; Total revenue decline in FY2020 is primarily driven by the Social Security Administration approving cases more quickly, which in turn reduces GARs revenue par casa due to lower levels of retroactive benefits. Total revenue growth beyond FY2022 of approximately 2% per year approximates the growth rate of the overall economy, per Management. EBITDA is projected to increase ata CAGR of 0.7% over the FY2019 through FY2026 period; GARs EBITDA margin is projected to average 27.7% over the FY2020 through FY2026 period; Net working capital, calculated on a cash-free, debt-free basis, is projected to average 7.20/0 of total revenue over the FY2020 through FY2026 period; Lincoln utilized a tax rate of 28.1%, per Management; and The resulting discrete cash flows and corresponding Terminal Value were discounted ata WACC range of to Source: Management Projections Q,LINCOLN INTERNATIONAL Sta 

 

 

Valuation Analysis – GAR DCF Analysis - Summary Source: Management Projections DCF Analysis - GAR ($ in Thousands) Management Projections '19A - '26P '20P - '26P FY Ending September 30, LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P CAGR Avg. Total Revenue $4,456.0 $3,772.0 $4,528.0 $4,542.0 $4,633.0 $4,726.0 $4,821.0 $4,917.0 0.0% % Growth (24.0%) (23.2%) 20.0% 0.3% 2.0% 2.0% 2.0% 2.0% EBITDA $1,189.0 $529.0 $1,265.0 $1,255.0 $1,321.0 $1,389.0 $1,578.0 $1,648.0 0.7% % Margin 26.7% 14.0% 27.9% 27.6% 28.5% 29.4% 32.7% 33.5% 27.7% % Growth 8.6% (66.3%) 139.1% (0.8%) 5.3% 5.1% 13.6% 4.4% 1/20 - 9/20 EBIT $486.0 $1,265.0 $1,255.0 $1,321.0 $1,389.0 $1,578.0 $1,648.0 (-) Pro Forma Taxes @ 28.1% (136.6) (355.6) (352.8) (371.3) (390.4) (443.6) (463.3) NOPAT $349.4 $909.4 $902.2 $949.7 $998.6 $1,134.4 $1,184.7 (+/-) Net Working Capital (158.0) 41.0 0.0 0.0 0.0 0.0 0.0 Free Cash Flow $191.4 $950.4 $902.2 $949.7 $998.6 $1,134.4 $1,184.7 Discount Period 0.11 0.99 1.99 2.99 3.99 4.99 5.99 Discount Factor @ 14.0% 0.9855 0.8788 0.7709 0.6762 0.5932 0.5203 0.4564 Present Value of Unlevered Free Cash Flow $188.6 $835.2 $695.5 $642.2 $592.3 $590.3 $540.7 Terminal Value Calculations Low Mid High WACC 15.5% 14.0% 12.5% Terminal Growth Rate 2.0% 2.0% 2.0% Terminal Free Cash Flow * (1 + Terminal Growth Rate) $1,208.4 $1,208.4 $1,208.4 Capitalization Rate (WACC - Terminal Growth Rate) 13.5% 12.0% 10.5% Terminal Value (Gordon Growth) $8,951.4 $10,070.4 $11,509.0 Discount Factor 0.4221 0.4564 0.4941 Present Value of Terminal Value $3,778.1 $4,596.3 $5,686.3 Enterprise Value Low Mid High Present Value of Discrete Cash Flows $3,923.4 $4,084.8 $4,257.5 (+) Present Value of Terminal Value 3,778.1 4,596.3 5,686.3 Indicated Enterprise Value (Rounded) $7,700.0 $8,700.0 $9,900.0 Implied Enterprise Value Multiples LTM EBITDA (1) (2) $945.5 8.1x 9.2x 10.5x 2020P EBITDA 529.0 14.6x 16.4x 18.7x 2021P EBITDA 1,265.0 6.1x 6.9x 7.8x LTM Total Revenue (1) 4,456.0 1.73x 1.95x 2.22x (1) Latest twelve months ended December 31, 2019 (2) Adjusted to remove cash collections from Five Star of $243,466 24

 

 

▪ Lincoln analyzed eight selected public companies in the specialty finance industry. ▪ Lincoln’s selected multiples for GAR were based on a comparative analysis that considered, among other things, certain quantitative and qualitative factors including the following: geographic footprint, relative size, historical and projected financial performance and profitability, and GAR’s revenue and earnings composition. Note: None of the selected public companies is identical to GAR and Lincoln does not have access to non-public information regarding those companies. Valuation Analysis – GAR Selected Public Companies Analysis - Summary Source: Management Projections Selected Public Companies Analysis - Summary ($ in Thousands) Selected Public Companies Selected Multiples Financial Enterprise Value Enterprise Value Multiple Low - High Median Low - High Statistic Low Mid High 2021P EBITDA 1.9x - 3.2x 2.6x 4.0x - 5.0x $1,265.0 $5,060.0 $5,692.5 $6,325.0 Indicated Enterprise Value Range (Rounded) $5,100.0 $5,700.0 $6,300.0 Implied Enterprise Value Multiples LTM EBITDA (1) (2) 1.8x 3.8x 2.9x $945.5 5.4x 6.0x 6.7x 2020P EBITDA 2.0x 3.5x 2.7x $529.0 9.6x 10.8x 11.9x LTM Total Revenue (1) 1.85x 3.82x 2.89x $4,456.0 1.14x 1.28x 1.41x (1) Latest twelve months ended December 31, 2019 (2) Adjusted to remove cash collections from Five Star of $243,466 25

 

 

Valuation Analysis – GAR Valuation Summary Source: Management Projections Note: Indicated Enterprise Value Range represents the midpoint of the DCF and Selected Public Company Analyses Valuation Summary - GAR ($ in Thousands) Enterprise Value Low Mid High DCF Analysis $7,700.0 $8,700.0 $9,900.0 Selected Public Companies Analysis 5,100.0 5,700.0 6,300.0 Indicated Enterprise Value Range $6,400.0 $7,200.0 $8,100.0 Implied Enterprise Value Multiples LTM EBITDA (1) (2) $945.5 6.8x 7.6x 8.6x 2020P EBITDA 529.0 12.1x 13.6x 15.3x 2021P EBITDA 1,265.0 5.1x 5.7x 6.4x LTM Total Revenue (1) 4,456.0 1.44x 1.62x 1.82x (1) Latest twelve months ended December 31, 2019 (2) Adjusted to remove cash collections from Five Star of $243,466 26

 

 

Valuation Analysis – Small Business Lending  Section 5

 

 

Valuation Analysis – Small Business Lending Historical and Projected Financial Statements Source: Management Projections Note: Investment in Small Business Lending represents the Company’s loan outlays, net of cash collections and bad Note: debt expense Historical and Projected Financial Performance - Small Business Lending ($ in Thousands) Management Projections FY Ending September 30, 2020P 2021P 2022P 2023P 2024P 2025P 2026P Small Business Lending Fee Income 0.0 923.0 2,407.0 4,087.0 5,549.0 5,857.0 6,197.0 Total Revenue $0.0 $923.0 $2,407.0 $4,087.0 $5,549.0 $5,857.0 $6,197.0 Growth NA 160.8% 69.8% 35.8% 5.6% 5.8% (-) Advertising $0.0 ($160.0) ($100.0) ($100.0) ($140.0) ($140.0) ($160.0) (-) Bad Debt Expenses 0.0 (413.0) (945.0) (1,598.0) (2,115.0) (2,316.0) (2,466.0) (-) Office Salaries 0.0 (317.0) (626.0) (801.0) (873.0) (949.0) (1,039.0) (-) Payroll Taxes 0.0 (32.0) (63.0) (80.0) (87.0) (95.0) (104.0) (-) Professional Fees 0.0 (69.0) (42.0) (42.0) (48.0) (48.0) (48.0) (-) Office Expense 0.0 (18.0) (18.0) (36.0) (36.0) (36.0) (60.0) (-) Total Operating Expenses $0.0 ($1,009.0) ($1,794.0) ($2,657.0) ($3,299.0) ($3,584.0) ($3,877.0) EBITDA $0.0 ($86.0) $613.0 $1,430.0 $2,250.0 $2,273.0 $2,320.0 Margin (9.3%) 25.5% 35.0% 40.5% 38.8% 37.4% Growth NM 133.3% 57.3% 1.0% 2.1% Net Income $0.0 ($60.0) $429.0 $1,001.0 $1,575.0 $1,591.0 $1,624.0 Margin (6.5%) 17.8% 24.5% 28.4% 27.2% 26.2% Growth NM 133.3% 57.3% 1.0% 2.1% Return on Equity 0.0% (2.4%) 5.6% 6.9% 6.9% 5.1% 4.2% Investment in Small Business Lending $0.0 $2,485.0 $7,673.0 $14,508.0 $22,752.0 $30,991.0 $39,096.0 28

 

 

Valuation Analysis — Small Business Lending DCF Analysis - Key Assumptions As part of its valuation analysis, Lincoln performed a DCF analysis utilizing the Management Projections for FY2020 through FY2026. Based on discussions with Management, the Company's new Small Business Landing Segment is expected to begin generating revenue in FY2021 The opportunity was recently developed by a non-independent director of the Company, who was charged with finding new areas of growth for the Company to deploy capital • Lincoln estimated the Terminal Value of Small ausiness Lending by using a terminal book value multiple of 1_6x, based on an analysis of selected public companies. The following is a summary of the key assumptions used in the DCF analysis for Small Business Lending: Total revenue is expected to grow to approximately S6_2 million by FY2026 as the Segment grows its loan portfolio; Small Business Landing's EBITDA margin is projected to increase from (9.3%) to 37.4% by FY2026, inclusive of bad debt expense which is forecasted to be 6.0% of advances; Lincoln utilized a taxrate of 28.1%, per Management; and The resulting discrete cash flows and Terminal Value ware discounted at a WACC range of 17.6% to 22.6%, which is commensurate With venture-like rates of return given the uncertainty and risk associated with the early-stage development nature of the Small Business Landing Segment. Source: Management Projections Q,LINCOLN INTERNATIONAL Sta 

 

 

Valuation Analysis – Small Business Lending DCF Analysis - Summary Source: Management Projections DCF Analysis - Small Business Lending ($ in Thousands) Management Projections FY Ending September 30, 2020P 2021P 2022P 2023P 2024P 2025P 2026P Total Revenue $0.0 $923.0 $2,407.0 $4,087.0 $5,549.0 $5,857.0 $6,197.0 % Growth NA NA 160.8% 69.8% 35.8% 5.6% 5.8% EBITDA $0.0 ($86.0) $613.0 $1,430.0 $2,250.0 $2,273.0 $2,320.0 % Margin NA (9.3%) 25.5% 35.0% 40.5% 38.8% 37.4% % Growth NA NA NM 133.3% 57.3% 1.0% 2.1% 1/20 - 9/20 EBIT $0.0 ($86.0) $613.0 $1,430.0 $2,250.0 $2,273.0 $2,320.0 (-) Pro Forma Taxes @ 28.1% 0.0 0.0 (172.3) (401.8) (632.3) (638.7) (651.9) NOPAT $0.0 ($86.0) $440.7 $1,028.2 $1,617.8 $1,634.3 $1,668.1 (-) Investment in Small Business Lending 0.0 (2,485.0) (5,188.0) (6,835.0) (8,244.0) (8,239.0) (8,105.0) Free Cash Flow $0.0 ($2,571.0) ($4,747.3) ($5,806.8) ($6,626.3) ($6,604.7) ($6,436.9) Discount Period 0.11 0.99 1.99 2.99 3.99 4.99 5.99 Discount Factor @ 20.0% 0.9799 0.8354 0.6962 0.5802 0.4835 0.4029 0.3357 Present Value of Unlevered Free Cash Flow $0.0 ($2,147.9) ($3,305.1) ($3,369.0) ($3,203.6) ($2,661.0) ($2,161.2) Terminal Value Calculations Low Mid High Terminal Book Value $39,096.0 $39,096.0 $39,096.0  Terminal Book Multiple 1.50x 1.50x 1.50x Terminal Value (Terminal Multiple) $58,644.0 $58,644.0 $58,644.0 Discount Factor 0.2681 0.3065 0.3513 Present Value of Terminal Value $15,724.0 $17,974.0 $20,603.9 Enterprise Value Low Mid High Discount Rate 22.5% 20.0% 17.5% Present Value of Discrete Cash Flows ($15,707.0) ($16,847.8) ($18,117.8) (+) Present Value of Terminal Value 15,724.0 17,974.0 20,603.9 Indicated Enterprise Value (Rounded) $15.0 $1,125.0 $2,485.0 30

 

 

Valuation Analysis – Corporate Overhead Section 6

 

 

Valuation Analysis – Corporate Overhead Historical and Projected Financial Statements Sources: Management Projections; Extended Management Projections Note: Net Working Capital includes (i) Prepaid and Income Taxes Receivable, (ii) Other Assets, (iii) Accounts Payable Note: and Accrued Expenses, and (iv) Income Tax Payable Historical and Projected Financial Performance - Corporate Overhead ($ in Thousands) Management Projections FY Ending September 30, 2018A 2019A LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P Corporate Overhead Expenses ($9,292.0) ($7,831.0) ($8,055.0) ($7,490.0) ($6,546.0) ($6,182.0) ($6,012.0) ($5,258.0) ($4,837.0) ($4,713.0) Growth NA (15.7%) (29.9%) (4.4%) (12.6%) (5.6%) (2.7%) (12.5%) (8.0%) (2.6%) % of Total Company Revenue 41.8% 37.1% NA 49.9% 46.8% 41.7% 37.4% 31.2% 30.3% 30.0% Total Capital Expenditures $0.0 $119.0 $119.0 $0.0 $100.0 $0.0 $50.0 $50.0 $0.0 $0.0 Net Working Capital $4,109.0 ($686.0) ($616.0) ($1,127.0) ($1,668.0) ($1,615.0) ($1,601.0) ($1,671.0) ($1,655.0) ($1,690.0) (1) Latest twelve months ended December 31, 2019 32

 

 

Valuation Analysis — Corporate Overhead DCF Analysis - Key Assumptions As pan of its valuation analysis, Lincoln performed a DCF analysis utilizing the Management Projections for FY2020 through FY2026_ Based on discussions With the Special Committee and with the Special Committee's approval, Lincoln assumed that the Company would cease operating when each of tha Company's Consumer Receivables Segment, the Simia and Sylvava portfolios have liquidated, and the Company's other Segments have matured and would be able to be sold to facilitate the wind down of the Company. As such, no terminal value was contemplated in Lincoln's DCF analysis for corporate overhead. The following is a summary of the key assumptions used in the DCF analysis, extrapolated through FY2028, based on discussions With Management and as approved for Lincoln's use by the Committee, for the Company's corporate overhead: Corporate overhead expenses are expected to decrease period over period in consideration of the wind-down of Consumer Receivables and Simia / Slywave; Total capital expenditures are projected to be $100,000 for FY2021 and $60,000 for each of FY2023 and FY2024 Net working capital, calculated on a cash-free, debt-free basis, is projected to average (Sl _7) million over the FY2021 through FY2026 period; Lincoln utilized a tax rate of 28.1%, per Management; and The resulting discrete cash flows were discounted at a WACC range of 11 to Sources: Management Projections; Extended Management Projections Q,LINCOLN INTERNATIONAL Sta 

 

 

Valuation Analysis – Corporate Overhead DCF Analysis - Summary Sources: Management Projections; Extended Management Projections Note: Net Working Capital includes (i) Prepaid and Income Taxes Receivable, (ii) Other Assets, (iii) Accounts Payable Note: and Accrued Expenses, and (iv) Income Tax Payable DCF Analysis - Corporate Overhead ($ in Thousands) Management Projections Long-Term Projections FY Ending September 30, LTM (1) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P Corporate Overhead Expenses ($8,055.0) ($7,490.0) ($6,546.0) ($6,182.0) ($6,012.0) ($5,258.0) ($4,837.0) ($4,713.0) ($3,142.0) ($1,571.0) 1/20 - 9/20 EBIT ($5,080.6) ($6,659.6) ($6,195.6) ($6,067.0) ($5,306.9) ($4,857.2) ($4,731.3) ($3,145.4) ($1,573.7) (-) Pro Forma Taxes @ 28.1% 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 NOPAT ($5,080.6) ($6,659.6) ($6,195.6) ($6,067.0) ($5,306.9) ($4,857.2) ($4,731.3) ($3,145.4) ($1,573.7) (+) Tax Depreciation $13.6 $113.6 $13.6 $55.0 $48.9 $20.2 $18.3 $3.4 $2.7 (-) Capital Expenditures 0.0 (100.0) 0.0 (50.0) (50.0) 0.0 0.0 0.0 0.0 (+/-) Net Working Capital 511.0 541.0 (53.0) (14.0) 70.0 (16.0) 35.0 0.0 0.0 Free Cash Flow ($4,556.0) ($6,105.0) ($6,235.0) ($6,076.0) ($5,238.0) ($4,853.0) ($4,678.0) ($3,142.0) ($1,571.0) Discount Period 0.11 0.99 1.99 2.99 3.99 4.99 5.99 6.99 7.99 Discount Factor @ 14.0% 0.9855 0.8788 0.7709 0.6762 0.5932 0.5203 0.4564 0.4004 0.3512 Present Value of Unlevered Free Cash Flow ($4,490.2) ($5,365.0) ($4,806.4) ($4,108.6) ($3,107.0) ($2,525.1) ($2,135.1) ($1,257.9) ($551.7) Enterprise Value Low Mid High WACC 16.5% 14.0% 11.5% Present Value of Discrete Cash Flows ($26,721.3) ($28,347.0) ($30,177.4) Indicated Enterprise Value (Rounded) ($26,700.0) ($28,300.0) ($30,200.0) (1) Latest twelve months ended December 31, 2019 34

 

 

Valuation Support Appendix A

 

 

Valuation Support Historical and Projected Financial Statements - Consumer Receivables (U.S.) Source: Management Projections; Extended Management Projections Note: Net Working Capital includes (i) changes in operating assets and liabilities and (ii) principal collections from the Note: U.S. consumer receivables portfolio Historical and Projected Financial Performance - Consumer Receivables (U.S.) (1) ($ in Thousands) Consumer Receivables (U.S.) Projections Long-Term Projections '19A - '29P '20P - '29P FY Ending September 30, 2018A 2019A LTM (2) 2020P 2021P 2022P 2023P 2024P 2025P 2026P 2027P 2028P 2029P CAGR Avg. Finance Income $12,190.4 $10,797.1 $10,518.9 $8,364.6 $6,465.9 $5,241.4 $4,355.6 $3,660.0 $2,777.0 $2,239.0 $1,791.2 $1,433.0 $1,146.4 (20.1%) Other Income $3,133.1 $594.0 $567.9 $90.7 $20.7 $3.8 $3.8 $3.8 $3.8 $5.0 $5.0 $5.0 $5.0 (38.0%) Total Revenue $15,323.4 $11,391.1 $11,086.8 $8,455.2 $6,486.7 $5,245.2 $4,359.4 $3,663.8 $2,780.8 $2,244.0 $1,796.2 $1,438.0 $1,151.4 (20.5%) Growth NA (25.7%) (38.6%) (25.8%) (23.3%) (19.1%) (16.9%) (16.0%) (24.1%) (19.3%) (20.0%) (19.9%) (19.9%) (-) Total Operating Expenses ($1,323.3) ($1,656.1) ($1,296.4) ($919.9) ($910.9) ($867.4) ($749.9) ($656.9) ($625.0) ($584.0) ($584.0) ($584.0) ($584.0) (9.9%) EBITDA $14,000.1 $9,735.1 $9,790.4 $7,535.4 $5,575.7 $4,377.8 $3,609.5 $3,006.9 $2,155.8 $1,660.0 $1,212.2 $854.0 $567.4 (24.7%) Margin 91.4% 85.5% 88.3% 89.1% 86.0% 83.5% 82.8% 82.1% 77.5% 74.0% 67.5% 59.4% 49.3% 75.1% Growth NA (30.5%) (39.6%) (22.6%) (26.0%) (21.5%) (17.5%) (16.7%) (28.3%) (23.0%) (27.0%) (29.6%) (33.6%) Net Working Capital $3,461.2 $1,739.8 $1,436.3 $1,016.7 $342.7 $120.7 $67.6 $55.3 $37.7 $29.2 $23.4 $18.7 $15.0 (37.8%) as a % of Total Revenue 22.6% 15.3% 13.0% 12.0% 5.3% 2.3% 1.6% 1.5% 1.4% 1.3% 1.3% 1.3% 1.3% 2.9% (1) Total operating expenses have been allocated between the U.S. and International Consumer Receivables Segments based on each of the U.S. and International Segment's respective total revenue contribution (2) Latest twelve months ended December 31, 2019 36

 

 

Valuation Support Historical and Projected Financial Statements - Consumer Receivables (International) Source: Management Projections Note: Net Working Capital includes (i) changes in operating assets and liabilities and (ii) principal collections from the Note: international consumer receivables portfolio Historical and Projected Financial Performance - Consumer Receivables (International) (1) ($ in Thousands) Consumer Receivables (International) Projections '19A - '25P '20P - '25P FY Ending September 30, 2018A 2019A LTM (2) 2020P 2021P 2022P 2023P 2024P 2025P CAGR Avg. Finance Income $3,672.6 $3,252.9 $3,169.1 $2,133.4 $1,423.1 $896.6 $666.4 $554.0 $138.0 (40.9%) Other Income 943.9 179.0 171.1 27.3 6.3 1.2 1.2 1.2 1.2 (56.8%) Total Revenue $4,616.6 $3,431.9 $3,340.2 $2,160.8 $1,429.3 $897.8 $667.6 $555.2 $139.2 (41.4%) Growth NA (25.7%) (38.6%) (37.0%) (33.9%) (37.2%) (25.6%) (16.8%) (74.9%) (-) Total Operating Expenses ($398.7) ($498.9) ($390.6) ($277.1) ($226.1) ($164.6) ($127.1) ($110.1) ($34.0) (36.1%) EBITDA $4,217.9 $2,932.9 $2,949.6 $1,883.6 $1,203.3 $733.2 $540.5 $445.1 $105.2 (42.6%) Margin 91.4% 85.5% 88.3% 87.2% 84.2% 81.7% 81.0% 80.2% 75.6% 81.6% Growth NA (30.5%) (39.6%) (35.8%) (36.1%) (39.1%) (26.3%) (17.7%) (76.4%) Net Working Capital $1,042.8 $524.2 $432.7 $306.3 $103.3 $36.3 $20.4 $16.7 $11.3 (47.2%) as a % of Total Revenue 22.6% 15.3% 13.0% 14.2% 7.2% 4.0% 3.1% 3.0% 8.2% 6.6% (1) Total operating expenses were allocated between the U.S. and International Consumer Receivables Segments based on each of the U.S. and International Segment's (1) respective total revenue contribution (2) Latest twelve months ended December 31, 2019 37

 

 

Valuation Support Portfolio Details - Arthur Funding Source: Management Arthur Funding - Fundings by Client ($ actual) Date Funded Redacted Client Name Funded Amount 05/22/19 Client 1 $8,532.50 06/20/19 Client 1 2,000.00 07/25/19 Client 1 1,500.00 08/29/19 Client 1 2,500.00 09/30/19 Client 1 3,000.00 10/25/19 Client 1 5,000.00 12/23/19 Client 1 2,500.00 02/19/20 Client 1 1,500.00 06/06/19 Client 2 35,604.00 07/05/19 Client 2 1,000.00 08/05/19 Client 2 1,000.00 09/05/19 Client 2 1,000.00 10/04/19 Client 2 1,000.00 11/05/19 Client 2 1,000.00 12/05/19 Client 2 1,000.00 01/06/20 Client 2 1,000.00 02/05/20 Client 2 1,000.00 03/05/20 Client 2 1,000.00 06/06/19 Client 3 34,370.00 07/15/19 Client 3 4,000.00 08/15/19 Client 3 4,000.00 09/16/19 Client 3 4,000.00 10/15/19 Client 3 4,000.00 11/15/19 Client 3 4,000.00 12/11/19 Client 3 1,500.00 12/13/19 Client 3 4,000.00 01/21/20 Client 3 4,000.00 02/13/20 Client 3 4,500.00 06/11/19 Client 4 1,355.34 08/16/19 Client 4 10,000.00 08/28/19 Client 4 1,500.00 10/01/19 Client 4 1,500.00 11/01/19 Client 4 $1,500.00 Arthur Funding - Fundings by Client (continued) ($ actual) Date Funded Redacted Client Name Funded Amount 11/27/19 Client 4 1,500.00 01/06/20 Client 4 1,500.00 02/03/20 Client 4 1,500.00 03/05/20 Client 4 1,500.00 06/13/19 Client 5 3,460.00 07/05/19 Client 5 1,000.00 07/25/19 Client 5 10,000.00 09/03/19 Client 5 2,000.00 10/15/19 Client 5 1,500.00 12/09/19 Client 5 2,500.00 01/16/20 Client 5 2,000.00 02/10/20 Client 5 1,500.00 06/17/19 Client 6 37,500.00 07/26/19 Client 7 17,245.50 09/09/19 Client 7 1,000.00 11/22/19 Client 7 1,000.00 02/03/20 Client 7 1,000.00 03/23/20 Client 7 1,500.00 07/30/19 Client 8 2,000.00 09/10/19 Client 8 2,000.00 10/04/19 Client 8 2,500.00 12/04/19 Client 8 2,500.00 01/02/20 Client 8 1,000.00 09/05/19 Client 9 5,000.00 11/05/19 Client 10 10,000.00 02/24/20 Client 11 5,000.00 02/28/20 Client 12 5,000.00 03/25/20 Client 12 5,000.00 03/13/20 Client 13 5,000.00 03/18/20 Client 14 22,548.69 Total $312,116.03 38

 

 

Valuation Support Portfolio Details - Arthur Funding (continued) Source: Management Arthur Funding - Fundings by Client ($ actual) Date Funded Redacted Client Name Funded Amount Various Client 1 $26,532.50 Various Client 2 44,604.00 Various Client 3 68,370.00 Various Client 4 21,855.34 Various Client 5 23,960.00 6/17/2019 Client 6 37,500.00 Various Client 7 21,745.50 Various Client 8 10,000.00 9/5/2019 Client 9 5,000.00 11/5/2019 Client 10 10,000.00 2/24/2020 Client 11 5,000.00 Various Client 12 10,000.00 3/13/2020 Client 13 5,000.00 3/18/2020 Client 14 22,548.69 Total $312,116.03 Arthur Funding - Fundings by Month ($ actual) Month Funded Funded Amount May 2019 $8,532.50 June 2019 114,289.34 July 2019 36,745.50 August 2019 19,000.00 September 2019 18,000.00 October 2019 15,500.00 November 2019 19,000.00 December 2019 14,000.00 January 2020 9,500.00 February 2020 21,000.00 March 2020 36,548.69 Total $312,116.03 39

 

 

Valuation Support – Personal Injury Claims & GAR Selected Public Companies - Valuation Multiples Source: S&P Capital IQ and public filings Selected Public Companies Analysis - Enterprise Valuation Multiples ($ in millions) Enterprise Value as a Multiple of Company Name Stock Price as of 4/6/20 % of 52 Week High Enterprise Value LTM EBITDA 2020 EBITDA 2021 EBITDALTM Revenue Arrow Global Group PLC $1.21 32.14% NA NMF NMF NMF NMF Axactor SE 0.72 31.17% $1,039.4 3.2x 2.3x 2.4x 3.25x Cembra Money Bank AG 87.90 69.23% NA NMF NMF NMF NMF Collection House Limited 0.66 80.97% 208.7 1.8x 2.0x 1.9x 1.85x Credit Acceptance Corporation 252.21 49.45% NA NMF NMF NMF NMF Encore Capital Group, Inc. 20.55 51.17% 4,063.6 2.9x 2.7x 2.6x 2.89x KRUK Spólka Akcyjna 17.31 37.53% 933.3 2.8x 2.9x 2.8x 2.83x PRA Group, Inc. 23.02 58.16% 3,882.6 3.8x 3.5x 3.2x 3.82x Average $50.45 51.23% $2,025.6 2.9x 2.7x 2.6x 2.93x Median 18.93 50.31% 1,039.4 2.9x 2.7x 2.6x 2.89x Selected Public Companies Analysis - Equity Valuation Multiples ($ in millions) Equity Value as a Multiple of Company Name Stock Price as of 4/6/20 % of 52 Week High Market Capitalization Book Value Tangible Book Value LTM Earnings Arrow Global Group PLC $1.21 32.14% $213.5 0.82x NMF 4.8x Axactor SE 0.72 31.17% 132.6 0.35x 0.49x 6.9x Cembra Money Bank AG 87.90 69.23% 2,582.5 2.29x 2.98x 15.4x Collection House Limited 0.66 80.97% 103.3 0.57x 0.67x 4.3x Credit Acceptance Corporation 252.21 49.45% 4,615.2 1.98x 1.98x 7.3x Encore Capital Group, Inc. 20.55 51.17% 639.1 0.63x 7.38x 3.9x KRUK Spólka Akcyjna 17.31 37.53% 328.4 0.64x 0.67x 4.6x PRA Group, Inc. 23.02 58.16% 1,045.5 0.89x 1.53x 12.2x Average $50.45 51.23% $1,207.5 1.02x 2.24x 7.4x Median 18.93 50.31% 483.8 0.73x 1.53x 5.8x 40

 

 

Valuation Support – Small Business Lending Selected Public Companies - Valuation Multiples Source: S&P Capital IQ and public filings Selected Public Companies Analysis - Enterprise Valuation Multiples ($ in millions) Enterprise Value as a Multiple of Company Name Stock Price as of 4/6/20 % of 52 Week High Enterprise Value LTM EBITDA 2020 EBITDA 2021 EBITDA LTM Revenue Atlanticus Holdings Corporation $9.78 53.50% NA NMF NMF NMF NMF Enova International, Inc. 12.71 39.78% NA NMF NMF NMF NMF EZCORP, Inc. 4.57 40.62% $586.9 0.7x 0.7x 0.6x 0.69x Marlin Business Services Corp. 6.04 23.74% NA NMF NMF NMF NMF On Deck Capital, Inc. 1.01 17.75% NA NMF NMF NMF NMF Regional Management Corp. 10.75 30.78% 943.3 2.7x 2.5x 2.3x 2.72x World Acceptance Corporation 50.29 28.61% 1,059.0 1.8x 1.8x 1.7x 1.81x Average $13.59 33.54% $863.0 1.7x 1.6x 1.5x 1.74x Median 9.78 30.78% 943.3 1.8x 1.8x 1.7x 1.81x Selected Public Companies Analysis - Equity Valuation Multiples ($ in millions) Equity Value as a Multiple of Company Name Stock Price as of 4/6/20 % of 52 Week High Market Capitalization Book Value Tangible Book Value LTM Earnings Atlanticus Holdings Corporation $9.78 53.50% $141.4 NMF NMF 5.9x Enova International, Inc. 12.71 39.78% 400.4 1.11x 6.12x 3.4x EZCORP, Inc. 4.57 40.62% 254.2 0.34x 0.67x 35.6x Marlin Business Services Corp. 6.04 23.74% 71.6 0.34x 0.36x 2.7x On Deck Capital, Inc. 1.01 17.75% 59.0 0.23x 0.24x 2.8x Regional Management Corp. 10.75 30.78% 118.4 0.39x 0.40x 2.8x World Acceptance Corporation 50.29 28.61% 363.7 0.93x 1.01x 9.4x Average $13.59 33.54% $201.2 0.56x 1.47x 8.9x Median 9.78 30.78% 141.4 0.37x 0.54x 3.4x 41

 

 

Valuation Support Selected M&A Transactions Analysis Source: S&P Capital IQ and public filings Selected M&A Transactions Analysis ($ in millions) Closed Equity Equity Value / Date Target Acquirer Target Description Value Book Value LTM Earnings Jul-14 Aktiv Kapital ASA Portfolio Recovery Associates, Inc. (nka:PRA Group, Inc.) As of July 16, 2014, Aktiv Kapital ASA was acquired by PRA Group, Inc. Aktiv Kapital ASA, together with its subsidiaries, engages in the acquisition, collection, and management of unsecured non-performing loans. $872.6 2.02x 6.1x Jun-13 Asset Acceptance Capital Corp. Encore Capital Group, Inc. Asset Acceptance Capital Corp. engages in the purchase and collection of defaulted and charged-off accounts receivable portfolios from consumer credit originators in the United States. 215.2 1.43x 36.6x Mar-12 Aktiv Kapital ASA Geveran Trading Co., Ltd. As of July 16, 2014, Aktiv Kapital ASA was acquired by PRA Group, Inc. Aktiv Kapital ASA, together with its subsidiaries, engages in the acquisition, collection, and management of unsecured non-performing loans. 1,416.3 0.94x 5.4x Average $834.7 1.46x 16.0x Median 872.6 1.43x 6.1x 42

 

 

Fully-Diluted Shares Outstanding Appendix B

 

 

Fully-Diluted Shares Outstanding Source: Management (1) Shares outstanding as of April 6, 2020, per Management (2) Dilution from outstanding options was calculated using the Treasury Stock Method and Lincoln’s range of Value (2) Per Share indications ($11.32 / $11.50 / $11.70, respectively) Fully-Diluted Shares Outstanding Low Mid High Shares Outstanding (1) 6,567,765 6,567,765 6,567,765 Options Outstanding (2) 185,221 193,046 200,971 Fully-Diluted Shares Oustanding 6,752,986 6,760,811 6,768,736 44

 

 

Asta Trading Analysis Appendix C

 

 

Asta Trading Analysis Ownership and Common Stock Overview Source: S&P Capital IQ and Company SEC filings Notes: “Insiders” in the pie chart above includes the holdings of: (i) Ricky Stern, (ii) GMS Family Investors LLC, Notes: (iii) Asta Group, Inc., (iv) Gary Stern, and (v) Emily Stern 2012 Gst Trust Institutional 8.5% Insiders 57.4% Public and Other 34.1% Shareholder Total Shares % of Total Stern, Ricky 1,178,382 17.9% GMS Family Investors LLC 871,500 13.3% Asta Group, Inc. 842,000 12.8% Stern, Gary 691,165 10.5% RBF Capital LLC 400,000 6.1% BlackRock, Inc. 278,304 4.2% Emily Stern 2012 Gst Trust 187,590 2.9% Dimensional Fund Advisors L.P. 84,433 1.3% Bridgeway Capital Management, Inc. 83,600 1.3% Geode Capital Management, LLC 39,457 0.6% Top 10 Shareholders 4,656,431 70.9% All Other Shareholders 1,911,334 29.1% Total Shares Outstanding 6,567,765 100.0% Asta - Common Stock Overview Asta - Historical Daily Trading Volume Stock Price as of April 6, 2020 $8.66 One-Week Average 7,638 Two -Week Average 7,769 One-Month Average 10,265 Stock Price as of April 6, 2019 4.54 % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% % of Shares Outstanding 0.2% Stock Price as of April 6, 2018 3.35 % of Float 0.3% % of Float 0.3% % of Float 0.4% 30-Day Volume Weighted Average Price ("VWAP") $8.37 Two-Month Average 7,656 Six-Month Average 5,036 One-Year Average 5,783 60-Day VWAP 9.27 % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% 90-Day VWAP 9.60 % of Float 0.3% % of Float 0.2% % of Float 0.2% 52-Week Average Closing Price $8.07 Two-Year Average 5,851 Three-Year Average 9,556 Four-Year Average 12,798 52-Week High Closing Price 10.43 % of Shares Outstanding 0.1% % of Shares Outstanding 0.1% % of Shares Outstanding 0.2% 52-Week Low Closing Price 4.50 % of Float 0.2% % of Float 0.4% % of Float 0.5% 104-Week Average Closing Price $6.00 Total Shares Outstanding 6,567,765 104-Week High Closing Price 10.43 Public Float Shares 2,374,630 104-Week Low Closing Price 2.85 Public Float % 36.2% Source: S&P Capital IQ 46

 

 

Asta Trading Analysis 2-Year Trading History Source: S&P Capital IQ 0.00 0.05 0.10 0.15 0.20 0.25 0.30 0.35 0.40 $2.00 $4.00 $6.00 $8.00 $10.00 $12.00 $14.00 Volume (thousands) Share Price Consideration: $11.47 Gary Stern offer to take the Company private on October 30, 2019 at $10.75 per share COVID-19 47

 

 

Illustrative Premiums Paid Analysis Appendix D

 

 

Illustrative Premiums Paid Analysis Source: S&P Capital IQ Notes: Data excludes negative premiums, includes only announced, effective, and closed deals from April 6, 2015  Notes: through April 6, 2020, and includes transactions with a majority shareholder purchasing remaining shares Illustrative Premiums Paid Analysis Stock Price Premium (Median) Criteria Number of Transactions 1-Day Prior (%) 1-Week Prior (%) 1-Month Prior (%) All Diversified Financials Deals 11 15.0% 16.8% 27.6% All Deals with Enterprise Value < $500 million 164 17.0% 18.7% 20.0% All United States Deals 20 29.5% 30.9% 36.3% All Deals with Majority Shareholder Purchasing Remaining Shares 282 16.3% 18.6% 21.2% Asta - Stock Price as of October 30, 2019 (1) $6.79 $6.70 $7.00 Proposed Transaction @ $11.47 68.9% 71.2% 63.9% Asta - 1-Year Trailing VWAP as of October 30, 2019 (1) $5.77 Proposed Transaction @ $11.47 99.0% Asta - Stock Price as of April 6, 2020 $8.18 $8.05 $9.85 Proposed Transaction @ $11.47 40.2% 42.5% 16.4% Asta - 1-Year Trailing VWAP as of April 6, 2020 $8.07 Proposed Transaction @ $11.47 7.3% (1) October 30, 2019 represents the date of Mr. Stern's initial proposal to the Board 49