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Operator: Ladies and gentlemen, good morning, and welcome to the Ambac Financial Group Fourth Quarter 2024 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Charles Sebaski, Head of Investor Relations. Please go ahead.

Charles Sebaski: Thank you. Good morning, and welcome to Ambac’s fourth quarter 2024 call to discuss financial results. Speaking today will be Claude LeBlanc, President and CEO; and David Trick, Chief Financial Officer. They will discuss the financial results of our business and the current market environment and after prepared remarks, we’ll take your questions. For those of you following along on the webcast during prepared remarks, we will be highlighting some slides from the investor presentation which can be located on our website. Our call today includes forward-looking statements. The company cautions investors that any forward-looking statement involves risks and uncertainties and is not a guarantee of future performance.

Actual results may differ materially from those expressed or implied in the forward-looking statements due to a variety of factors. Those factors are described under forward-looking statements in our earnings press release and our most recent 10-Q and 10-K filed with the SEC. We do not undertake any obligation to update forward-looking statements. Also, in prepared remarks or responses to questions, we may mention some non-GAAP financial measures. Reconciliation of those non-GAAP measures are included in our recent earnings press release, operating supplement or other materials in the Investors section of our website ambac.com. I would now like to turn the call over to Mr. Claude LeBlanc.

Claude LeBlanc: Thank you, Chuck, and welcome to everyone joining today’s call. Last year, Ambac made great strides in anchoring our market positioning as a leading, growth-focused MGA and delegated authority platform. On a consolidated basis, our P&C business generated nearly $900 million of premiums, up 74% from 2023, and produced $236 million of revenue, which was up 89% from the prior year. These results were made possible due to the tremendous progress on several fronts. Some of those achievements include: one, the acquisition of Beat. This was a transformative deal that brought immediate scale and breadth to our distribution platform. Beat has proven capabilities and a solid track record as an MGA incubator. The experience of the Beat leadership team, combined with Cirrata’s U.S. specialty business expertise, is expected to deliver very strong organic growth into the future.

Two, successfully selling our legacy financial guarantee business to Oaktree for $420 million. This was a monumental effort for our organization and provides us the opportunity to accelerate the scaling of our Specialty P&C business. This sale was a culmination of years of hard work and successful execution of key priorities across our organization. I am extremely proud of the outcome we achieved and I look forward to closing the sale as soon as we satisfy the last remaining closing condition. Receipt of regulatory approval from the Wisconsin OCI, which we anticipate this quarter or early next quarter. Three, investing in and preparing the business for the future. We have strengthened our business by investing in technology and talent to ensure the continued success of our platform.

In addition, we have substantially completed the separation of our legacy and P&C businesses, financial and technology platforms as well as personnel in preparation for the close of our legacy sale. Our focus is squarely on the future growth of our Specialty P&C business and delivering value for our shareholders. Our efforts are supported within a market environment, where broadly speaking we continue to see the overall E&S market performing well. The move towards risk specialization and E&S business continues across our industry and that specialization supports the growth of the MGA market. We continue to experience rate increases in the U.S. casualty lines we focus on, where we are generally seeing high-single to double-digit rate increases.

In the property market, we have seen some softening in the fourth quarter and through January 1 renewals, but terms and conditions have held. It remains too early to know the overall impact of the California wildfires on market conditions. Professional and financial lines continue to see softness, especially in large account and public market D&O. Smaller account and management liability are holding up much better. Overall, specialty and E&S commercial insurance market conditions remain broadly supportive of our business goals. Turning to our Distribution business. Cirrata generated nearly $100 million in revenue for 2024, up 93% and earned approximately $20 million of adjusted EBITDA and $13 million of adjusted EBITDA to Ambac common shareholders.

The adjusted EBITDA margin for 2024 on a consolidated basis was 20%. However, I would point out that there are about 500 basis points of margin headwinds from the costs associated with the 6 de novo startups previously mentioned. Those costs, as we scale, will be less and less material to the overall performance. In addition, longer-term, we expect to make meaningful advancements to the adjusted EBITDA margin from organic growth, economies of scale, further technology-led efficiencies, and business synergies. For the year, organic growth was 5.4% with our specialty commercial auto business performing particularly well and more than offsetting some headwinds in our ESL and short-term medical business. It is worth highlighting that we view organic growth to be a core KPI of the business.

However, the timing for the inclusion of Beat in the organic revenue base later this year may result in some volatility in our quarterly organic growth results. One key element for supporting the growth in MGA businesses is the availability of managed capacity. That is why we believe having access to a broad range of managed capacity is a strategic differentiator for us. Managed capacity enables us to leverage the overall depth and breadth of insurance, reinsurance, and ILS markets, as well as the duration of third-party capacity to the platform. While this is not something we will be reporting on every quarter, we thought it would be helpful to provide color on our capacity sources. For 2025, the Cirrata platform has more than $1.5 billion of committed third-party capacity from a diversified panel of insurers, reinsurers, private capital, and pension funds.

Over 60% of that support has been behind us for 4 or more years, which I think validates the quality of the underwriting of our MGAs. Turning now to Everspan results for the quarter. Everspan had a strong year with the team focus on underwriting profitability and growth. Everspan’s gross premium written grew to over $380 million, up 40% from the prior year. Its full year combined ratio of 101.6 was nearly a 500 basis points improvement over 2023, as the platform progresses towards critical scale. Everspan ended 2024 with its second quarterly underwriting profit with a 96.5 combined ratio, which was down to 380 basis points over the fourth quarter of 2023. The underwriting performance was a result of Everspan’s concerted efforts to adjust to market conditions and rebalance capital allocation in support of our future business growth.

Everspan maintains a strong pipeline of internal and external program opportunities, which we believe will further our goals to diversify the portfolio, support growth, reduce our combined ratios, and deliver strong future ROEs. I will now turn a call over to David to discuss our financial results for the quarter. David?

David Trick: Thank you, Claude, and good morning, everyone. As Claude mentioned, we had notable changes to our reporting this quarter, which impacted our results in several areas. First, following the successful shareholder vote of the sale of the legacy financial guarantee business, we are now reporting that segment as discontinued operations. With that, we recorded a $570 million loss on sale. Second, the effect of moving to discontinued operations for the legacy business means the go forward P&C segments and holding company will be reported as continuing operations. And lastly, as I indicated last quarter, we have changed our non-GAAP metrics this quarter as we more closely align with our Insurance Distribution and underwriting peers and no longer as a financial guarantee business.

This quarter, we introduced a revised adjusted net income, a new adjusted EBITDA, a new organic growth metric, and finally, eliminated adjusted book value. We’ve recognized there are a lot of changes in new metrics this period as we make this transition. So, we wanted to briefly highlight how we are thinking about the performance of the business going forward. First, we are driving total revenue growth as well as our organic revenue growth. Organic growth measures the ability of our business to grow revenue, absent acquisitions, and will be driven by de novos and other growth initiatives, such as expanding distribution and product over time. Secondly, as it relates to earnings power and operating performance, we appoint investors to consolidated and segment level adjusted EBITDA and margin, which includes NCI.

This captures how each business is performing, regardless of our ownership percentage. And lastly, as it relates to earnings power to investors, as shareholders, we would point to aggregate and segment level adjusted EBITDA to Ambac common shareholders. This identifies what belongs to shareholders. Over time, based on how we have structured our acquisitions to date, consolidated adjusted EBITDA and adjusted EBITDA to Ambac common shareholders are likely to converge. Hopefully, this helps clarify how we are viewing the business going forward. With that said, for the fourth quarter of 2024, Ambac generated a net loss of $548 million or $10.23 per diluted share, compared to a net loss of $16 million or $0.24 per diluted share in the fourth quarter of 2023.

Net loss from continuing operations attributable to Ambac common shareholders was $22 million or a positive $0.70 per share, compared to $9 million or $0.10 per share loss in the fourth quarter of 2023. EPS was positive in the fourth quarter of 2024, even though we recorded a net loss due to the impact of lowering the carrying value of redeemable NCI, upon re-measurement using the redemption value method. So, this change is not reported through P&L, but represents a benefit to Ambac common shareholders that is required to be reflected in EPS. Consolidated adjusted net loss was $6 million or $0.12 per diluted share for the fourth quarter, compared to adjusted net income of $4 million or $0.10 per diluted share in the fourth quarter of 2023. Our results for the fourth quarter of 2024 were impacted by several notable items, including at Cirrata, approximately $9 million of intangible amortization, up from $1 million, largely on account of the Beat acquisition.

At AFG, $8 million other non-operating losses and acquisition-related expenses incurred at AFG, including the write-down of a minority investment and some capitalized software expenses. And at Cirrata, $6 million of interest expense on short-term debt related to the acquisition of Beat that will be repaid from the proceeds of the sale of the legacy financial guarantee business. The majority of these items were incurred in connection with the continued expansion and growth in our Specialty P&C business. Cirrata premiums place grew 309% to $205 million, and total revenue increased by 257% to $44 million, compared to the fourth quarter of 2023. For the year, total revenues grew to $99 million or 93% compared to 2023. The growth in the quarter was driven primarily by the acquisition of Beat Capital and strength in specialty commercial auto, partially offset by some softness in A&H.

The consolidated adjusted EBITDA margin before the impact of non-controlling interest was 22.3% and 19.8% for the quarter and year, respectively, compared to 14.2% and 22.3% for the fourth quarter and full year of 2023, respectively. As previously outlined, adjusted EBITDA, a new non-GAAP metric, adjusted EBITDA for acquisition expenses, equity compensation, severance and restructuring costs, along with other non-operating items. After the impact of non-controlling interest, adjusted EBITDA to Ambac common shareholders represents the current earnings power to investors, which was $5.3 million and $13.2 million with the quarter and year, respectively, compared to $1.4 million and $9.4 million for the fourth quarter and full year of 2023, respectively.

If look at on a margin basis, adjusted EBITDA to Ambac common shareholders will be lowered by the impact of non-controlling interest. So for instance, the full year 2024 adjusted EBITDA margin was 19.8%, while the adjusted EBITDA margin to common shareholders was 13.5%. We understand that this can risk leading to some confusion. However, we believe there is sufficient value in recognizing these distinctions. This quarter’s Insurance Distribution segment results were affected by several items worth highlighting. During the quarter, de novo startup expenses impacted adjusted EBITDA by approximately $3.8 million and adjusted EBITDA to common shareholders by $2.4 million. While these losses suppress earnings in the short-term, they are an investment which will help drive future organic growth.

There will be variability in the startup expenses, but they will diminish relative to overall results as we continue to grow. We incurred $1.5 million of net foreign exchange gains as Beat’s functional currency is the pound. Since Beat does a significant amount of business in U.S. dollars and other currencies, we will experience foreign exchange gains and losses associated with the value of the pound. Beat historically hedges approximately 50% of its estimated exposure. Everspan’s net premiums written were a negative $3 million in the quarter, down from $37 million in the prior year period due to the non-renewal of a personal alliance NSA reinsurance program triggering return premiums of $19 million and the shift of the commercial auto program from a net retained to a fully fronted program.

For the year, growth in net premium written were $383 million and $89 million, up 40% and 11%, respectively. Earn premium and program fees were $19 million and $4 million, down 24% and up 62%, respectively, in the fourth quarter of 2023, resulting from the shift in program dynamics I noted earlier. The loss ratio of 51.9% in the fourth quarter of 2024, improved from 67.4% in the fourth quarter of 2023. The quarter benefited from favorable development across a number of programs and improved diversity in the net retained book. Despite this improvement, the result included prior accident year development in the quarter of 8.6% with approximately 3.3 percentage points of that stemming from a management decision to reserve to the high-end of the actuarial range on run-off programs.

Run-off programs can be more volatile than active programs and, therefore, management believes that this decision was prudent. The total impact of the quarter of this reserve shift was $1 million or 5.4 points of loss ratio. The expense ratio of 44.6% in the fourth quarter of 2024, was up from 32.9% in the prior year quarter with the increase mostly driven by changes to sliding scale commissions which are recorded against acquisition costs and linked to loss performance. For the fourth quarter of 2024 sliding scale commissions produced an expense ratio charge of 14.9% compared to a benefit of 1.2% last year. The resulting combined ratio for the fourth quarter was 96.5%, an improvement of 380 basis points from the respective prior year period.

The year-to-date combined ratio of 101.6% is down 490 basis points from 106.5% last year to date. For the quarter, Everspan produced just under $3 million of adjusted EBITDA to common stockholders compared to just over $1 million for the fourth quarter of 2023. For the year, Everspan produced over $5 million of adjusted EBITDA to common stockholders compared to just under $1 million for 2023. As previously mentioned, we switched to held for sale accounting for the legacy business in the fourth quarter. For the quarter and year, the net loss from discontinued operations totaled $526 million and $497 million, respectively. During the fourth quarter of 2024, our discontinued operations produced a net profit of $44 million, which was mostly driven by higher discount rates favorably impacting incurred losses, which partially offset the $570 million estimated loss on sale.

AFG on a standalone basis, excluding investments in subsidiaries, had cash investments and net receivables of approximately $119 million or $2.56 per share as of the end of the fourth quarter. I will now turn the call back to Claude for some closing remarks.

Claude LeBlanc: Thank you, David. As we reflect on 2024 and look ahead to 2025 and beyond, I am proud of what our team has accomplished and even more excited by the prospects of Ambac’s future. I believe Ambac offers a unique value proposition in the market to both our MGA partners and to investors alike, being a business dedicated to the specialty MGA and delegated authority program space. We expect that this differentiation will become more visible with the separation of our legacy financial guarantee business. Given the timing for the close of our legacy business, we will be revisiting our 2025 guidance following the close. However, we remain focused and believe on track towards achieving our long-term goals of strong organic growth and generating $80 million to $90 million of adjusted EBITDA to Ambac common shareholders in 2028. I look forward to updating you on our progress in the coming quarters. Operator, please open the call for questions.

Operator: Thank you. Ladies and gentlemen, we will now begin the question-and-answer session. [Operator Instructions] The first question comes from the line of Deepak Sarpangal from Repertoire Partners. Please go ahead.

Deepak Sarpangal: Hi, Claude. Hey, David. Hey, Chuck. Good morning. Two questions, one on the Distribution side and one on the Specialty P&C side. On the Distribution business, you called out a couple of specific lines in the market, short-term medical and another one that were weaker. Do you expect that to persist and how should we think about the prospects for that? Is that temporary? Is that going to be offset, et cetera? And then my question on the Specialty P&C side was, I was quite positively surprised by the kind of continued progress there and the combined ratio do, is that expected to be sustainable or how do you expect the combined ratio to evolve there? It seemed like really great progress recently. But, is there anything temporary there or how should that look going forward?

Claude LeBlanc: Hey, good morning, Deepak. It’s Claude here. Thanks for your questions. Starting with the Distribution, yeah, the areas that we saw some softening and some contraction based on market conditions were Employer Stop Loss and short-term medical. And in the Employer Stop Loss area, we’ve seen a lot of deterioration in that sector of the A&H market. And, it’s been pretty widespread, so we could consider that more of a macro trend, but we do believe that there could be some stabilization coming in the near future. So that’s something that we’re keeping an eye on, but staying disciplined in terms of the selection of risk and the pricing of risk in that segment. In terms of short-term medical, that’s an area that had some challenges around the past administration, but we do believe it’s one that will revert back to more steady state in the coming quarters with the new administration in place.

So, I think, we feel pretty positive on that one. But, overall, on the A&H segment, I’d just like to say that we are growing significantly across various areas in A&H. It’s really the ESL that’s been the biggest challenge that we’ve seen in the marketplace. I’ll let David handle the second question.

David Trick: Sure. Thanks, Deepak. So, in terms of Everspan, I think our focus really is on profitability of that business. Growth is important, but profit is our focus. And for the quarter, there was certainly some programs we saw improvement on. There were some programs, as I mentioned in some of the remarks, that we saw a deterioration on. And that’s ultimately what a balanced book normally would – how it normally behaves. So, I think, when we look at our effective loss ratios looking through what we booked to in the quarter and what we experienced in terms of sliding scales and the like, which offset some of the benefit on the loss ratio, we’re looking at effective loss ratios in the mid-60s, and that’s very much in line with our long-term goals for Everspan.

So, we view that as something that we’re shooting for. There’s always going to be some variability based on developments in the markets and whether there is certain losses that are incurred, but over the long-term, the performance of the quarter is consistent with long-term objectives of the business.

Deepak Sarpangal: Got it. Thanks. Well, looking forward to the final close of the legacy business sale, as I suspect you are as well.

Claude LeBlanc: We are as well, Deepak.

Deepak Sarpangal: Sounds great. Thank you.

Claude LeBlanc: Thank you.

Operator: Thank you. Ladies and gentlemen, as there are no further questions. That concludes the question-and-answer session, and also the conference of Ambac Financial Group has now concluded. Thank you for your participation. You may now disconnect your lines.