Ambac Financial Group, Inc. (Nasdaq: AMBC) ("Ambac"), a holding
company whose subsidiaries, including Ambac Assurance Corporation
("AAC"), provide financial guarantees, today reported net income of
$4.3 million, or $0.09 per diluted share for the second quarter of
2018, compared to net income of $305.7 million, or $6.70 per
diluted share, for the first quarter of 2018. Adjusted
Earnings in the second quarter of 2018 were $36.5 million, or $0.78
per diluted share, compared to Adjusted Earnings of $329.8 million,
or $7.22 per diluted share in the first quarter of 2018.
The decrease in Net income and Adjusted Earnings in the second
quarter of 2018 was primarily driven by the rehabilitation exit
transactions, which had a materially beneficial impact on first
quarter 2018 results. During the second quarter of 2018 Ambac
experienced higher losses incurred, higher interest expense, lower
investment income and lower derivative gains, partially offset by
higher realized investment gains and lower operating expenses
relative to the first quarter of 2018.
Claude LeBlanc, President and Chief Executive Officer, stated,
“The second quarter of 2018 was another productive quarter for
Ambac. During the quarter we made meaningful progress executing on
our strategic priorities, including further deleveraging of our
capital structure, improving the quality of our Book Value and
Adjusted Book Value and our risk profile, progressing our major
litigation and lowering costs." Mr. LeBlanc continued, "We believe
we are taking the right steps to position Ambac to deliver
long-term, sustainable value to our shareholders."
Ambac's Second Quarter 2018 Summary
Results |
|
|
|
|
|
|
Better (Worse) |
($ in millions, except per share data) |
|
2Q2018 |
|
1Q2018 |
|
Amount |
|
Percent |
Net premiums earned |
|
$ |
25.8 |
|
|
$ |
30.9 |
|
|
$ |
(5.1 |
) |
|
(17)% |
Net investment income |
|
66.7 |
|
|
110.2 |
|
|
(43.5 |
) |
|
(39)% |
Other than temporary impairment losses |
|
(1.0 |
) |
|
(0.3 |
) |
|
(0.7 |
) |
|
(233)% |
Net realized investment gains (losses) |
|
47.1 |
|
|
4.9 |
|
|
42.2 |
|
|
861% |
Net gains (losses) on interest rate derivatives |
|
9.1 |
|
|
25.5 |
|
|
(16.4 |
) |
|
(64)% |
Income (loss) on Variable Interest Entities ("VIEs") |
|
0.6 |
|
|
0.6 |
|
|
— |
|
|
—% |
Losses and loss expenses (benefit) |
|
32.6 |
|
|
(247.4 |
) |
|
(280.0 |
) |
|
(113)% |
Operating expenses |
|
26.1 |
|
|
36.4 |
|
|
10.3 |
|
|
28% |
Interest expense |
|
62.4 |
|
|
48.1 |
|
|
(14.3 |
) |
|
(30)% |
Insurance intangible amortization |
|
23.2 |
|
|
28.6 |
|
|
5.4 |
|
|
19% |
Provision for income taxes |
|
2.0 |
|
|
2.6 |
|
|
0.6 |
|
|
23% |
Net income (loss) attributable to Common Stockholders |
|
4.3 |
|
|
305.7 |
|
|
(301.4 |
) |
|
(99)% |
Net income (loss) per diluted share |
|
$ |
0.09 |
|
|
$ |
6.70 |
|
|
$ |
(6.61 |
) |
|
(99)% |
Adjusted earnings (loss) 1 |
|
36.5 |
|
|
329.8 |
|
|
(293.3 |
) |
|
(89)% |
Adjusted earnings (loss) per diluted share 1 |
|
$ |
0.78 |
|
|
$ |
7.22 |
|
|
$ |
(6.44 |
) |
|
(89)% |
Total Ambac Financial Group, Inc. stockholders' equity |
|
1,799.8 |
|
|
1,845.1 |
|
|
(45.3 |
) |
|
(2)% |
Total Ambac Financial Group, Inc. stockholders' equity per
share |
|
$ |
39.70 |
|
|
$ |
40.70 |
|
|
$ |
(1.00 |
) |
|
(2)% |
Adjusted book value 1 |
|
1,398.0 |
|
|
1,430.9 |
|
|
(32.9 |
) |
|
(2)% |
Adjusted book value per share 1 |
|
$ |
30.84 |
|
|
$ |
31.56 |
|
|
$ |
(0.72 |
) |
|
(2)% |
Weighted-average diluted shares outstanding (in millions) |
|
46.5 |
|
|
45.7 |
|
|
(0.8 |
) |
|
(2)% |
1 See Non-GAAP Financial Data section of this press release for
further information
Net Premiums EarnedDuring the second quarter of
2018, net premiums earned were $25.8 million, compared to $30.9
million in the first quarter of 2018, including accelerations of
$6.1 million and $9.4 million, respectively. Normal premiums
earned decreased $1.8 million or 8% primarily due to the continued
runoff of the insured portfolio. Accelerated premiums earned
declined $3.3 million or 35%, due to a decrease in public finance
call activity.
The following table provides a summary of net premiums earned
for the three month periods ended June 30, 2018 and
March 31, 2018, respectively:
|
|
Three Months Ended |
($ in millions) |
|
June 30, 2018 |
|
March 31, 2018 |
Public Finance |
|
$ |
9.7 |
|
|
$ |
10.0 |
|
Structured Finance |
|
4.1 |
|
|
5.2 |
|
International
Finance |
|
5.9 |
|
|
6.3 |
|
Total normal premiums
earned |
|
19.7 |
|
|
21.5 |
|
Accelerated
earnings |
|
6.1 |
|
|
9.4 |
|
Total net premiums
earned |
|
$ |
25.8 |
|
|
$ |
30.9 |
|
Net Investment Income and Net Realized Investment
GainsNet investment income for the second quarter of 2018
and the first quarter of 2018 was $66.7 million and $110.2 million,
respectively. Net investment income for the second quarter of
2018 decreased due to the impact of the rehabilitation exit
transactions executed in the first quarter of 2018, including a
reduction in the size of the investment portfolio and allocation to
Ambac insured RMBS. The decrease in the fair value of the
consolidated investment portfolio of approximately $0.3 billion
from March 31, 2018, to $4.4 billion at June 30, 2018 was
due primarily to interest payments, voluntary redemptions of the
Ambac Note and secured borrowing and loss and loss adjustment
expense payments during the second quarter.
Net gains on invested assets classified as trading were $3.6
million in the second quarter of 2018 compared to losses of $1.6
million in the first quarter of 2018. Second quarter 2018 net
realized investment gains of $47.1 million were primarily from the
sale of AAC insured RMBS securities in connection with the
re-balancing of the investment portfolio and to facilitate debt
redemptions.
Losses and Loss Expenses and Loss
ReservesLosses and loss expenses for the second quarter of
2018 were $32.6 million, as compared to a benefit of $247.4 million
for the first quarter of 2018.
The following table provides losses and loss expenses incurred
by bond type for the three month periods ended June 30, 2018
and March 31, 2018:
|
|
Three Months Ended |
($ in millions) |
|
June 30, 2018 |
|
March 31, 2018 |
RMBS |
|
$ |
(26.1 |
) |
|
$ |
45.8 |
|
Domestic public
finance |
|
44.1 |
|
|
(11.3 |
) |
Student loan |
|
(4.3 |
) |
|
2.9 |
|
Ambac UK |
|
24.3 |
|
|
(14.9 |
) |
All other credits |
|
(5.4 |
) |
|
(2.3 |
) |
Interest on deferred
amounts |
|
— |
|
|
20.6 |
|
Discount on
rehabilitation exit transactions |
|
— |
|
|
(288.2 |
) |
Total losses and loss
expenses |
|
$ |
32.6 |
|
|
$ |
(247.4 |
) |
Second quarter of 2018 RMBS losses and loss expenses was a
benefit of $26.1 million driven by a benefit of $10.0 million
related to RMBS transactions proactively terminated during the
quarter and credit improvements, partially offset by loss expenses
incurred and a reduction of estimated representation and warranty
subrogation recoveries. First quarter of 2018 RMBS losses and loss
expenses of $45.8 million were driven by higher projected losses in
the RMBS portfolio mostly due to the negative impact of interest
rates on excess spread and loss expenses incurred.
Domestic public finance losses and loss expenses incurred in the
second quarter of 2018 were $44.1 million primarily related to
Military Housing loss expenses and additions to Puerto Rico loss
reserves. In the first quarter of 2018, domestic public finance
losses and loss expenses were a benefit of $11.3 million primarily
related to an increase in loss reserve discount rates partially
offset by additions to Puerto Rico loss reserves.
Ambac UK losses and loss expenses were $24.3 million in the
second quarter of 2018 primarily as a result of foreign exchange
losses and an increase in interest rates. First quarter of
2018 Ambac UK losses and loss expenses were a benefit of $14.9
million primarily as a result of foreign exchange gains.
During the second quarter of 2018, net claim and loss expenses
paid, net of reinsurance, were $77.9 million which included $113.4
million of losses and loss expenses paid, offset by $35.5 million
of subrogation received. During the first quarter of 2018, net
claim and loss expenses paid, net of reinsurance, were $62.3
million, excluding Deferred Amounts settled in connection with the
rehabilitation exit transactions, which included $101.3 million of
loss and loss expenses paid, offset by $39.0 million of subrogation
received. Upon closing of the rehabilitation exit
transactions, all claims previously allocated to AAC's Segregated
Account are being paid in full effective from October 1,
2017. Included in first quarter loss payments was $22.1
million of fourth quarter 2017 deferred claims.
Gross loss and loss expense reserves (gross of reinsurance) were
$181 million at June 30, 2018, and $244 million at
March 31, 2018, which were net of $1.816 billion and
$1.834 billion, respectively, of estimated subrogation recoveries
related to AAC's pursuit of legal remedies to seek redress for
breaches of representations and warranties.
The following table provides gross loss and loss expense
reserves by bond type at June 30, 2018, and March 31,
2018:
($ in millions) |
|
June 30, 2018 |
|
March 31, 2018 |
RMBS |
|
$ |
(1,264 |
) |
|
$ |
(1,207 |
) |
Domestic public
finance |
|
773 |
|
|
756 |
|
Student loans |
|
309 |
|
|
312 |
|
Ambac UK |
|
280 |
|
|
282 |
|
All other credits |
|
9 |
|
|
14 |
|
Loss expenses |
|
74 |
|
|
87 |
|
Total loss and loss
expense reserves |
|
$ |
181 |
|
|
$ |
244 |
|
Net Gains (Losses) on Interest Rate
DerivativesNet gains on interest rate derivatives were
$9.1 million for the second quarter of 2018 and $25.5 million
for the first quarter of 2018. The lower gains on interest
rate derivatives for the second quarter of 2018 was a result of the
impact of a smaller increase in forward interest rates during the
second quarter of 2018. The interest rate derivatives portfolio is
positioned to benefit from rising interest rates as a partial
economic hedge against interest rate exposure in AAC's insured and
investment portfolios.
ExpensesOperating expenses for the second
quarter of 2018 decreased by $10.3 million to $26.1 million from
$36.4 million in the first quarter of 2018. The decrease in the
second quarter of 2018 was due to lower expenses relating to the
rehabilitation exit transactions and costs related to the Wisconsin
Office of the Commissioner of Insurance ("OCI"), partially offset
by expenses related to the AMPS exchange transaction (described
below) and performance based compensation tied to the exit
transactions. Second quarter operating expenses included $0.5
million and $1.3 million of expenses associated with rehabilitation
exit transactions and the OCI, respectively, compared to $9.2
million and $4.5 million in the first quarter of 2018.
Interest expense for the second quarter of 2018 increased $14.3
million to $62.4 million from $48.1 million in the first quarter of
2018 due to higher interest costs from the issuance of the Ambac
Note and Tier 2 Notes in February 2018, partially offset by the
redemption of surplus notes in connection with the rehabilitation
exit transactions.
Taxes and Net Operating Loss Carry-Forwards
("NOLs")Income taxes were $2.0 million for the second
quarter of 2018, compared to $2.6 million for the first quarter of
2018. The second quarter provision included $0.6 million of state
income taxes and foreign income taxes of $1.4 million. The
first quarter provision included $1.0 million of state income taxes
and $1.6 million in deferred taxes associated with foreign
subsidiaries.
At June 30, 2018, the Ambac consolidated group had
approximately $3.5 billion of NOLs, including $1.4 billion at Ambac
and $2.1 billion at AAC.
As a result of taxable income at AAC during 2018, AAC utilized
NOLs in an amount that resulted in the accrual of $14.1 million of
tolling payments. Ambac has agreed to continue to defer the tolling
payment for the use of net operating losses by AAC for calendar
year 2017 until such time as OCI consents to the payment.
Total Ambac Financial Group, Inc. Stockholders'
EquityStockholders’ equity at June 30, 2018, was down
2% to $1.80 billion, or $39.70 per share compared to $1.85 billion
or $40.70 per share as of March 31, 2018, due to translation
losses of $53 million related to Ambac's foreign subsidiaries,
partially offset by net income of $4.3 million.
Insured PortfolioThe financial guarantee
insurance portfolio net par amount outstanding declined 5.2% during
the quarter ended June 30, 2018, to $56.5 billion from $59.6
billion at March 31, 2018. The reduction in the insured
portfolio was primarily related to decreases of $1.0 billion,
$0.8 billion and $1.3 billion in the public finance, structured
finance and international finance sectors, respectively. The
international finance sector was impacted by the strengthening of
the US dollar versus the British Pound.
Details of financial guarantee insurance portfolio are
highlighted in the below table.
Net Par Outstanding |
|
June 30, 2018 |
|
March 31, 2018 |
By
Sector: |
|
|
|
|
Public
finance |
|
51% |
|
50% |
Structured Finance |
|
21% |
|
21% |
International |
|
28% |
|
29% |
By
Holder: |
|
|
|
|
|
|
Ambac
Assurance |
|
73% |
|
73% |
Ambac
UK |
|
27% |
|
27% |
Adversely Classified Credits decreased by a net $0.8 billion, or
6.5% to $11.8 billion in the second quarter of 2018 primarily due
to runoff and termination of certain RMBS transactions resulting
from AAC's remediation activity.
Subsequent Event and Other Developments
AMPS Exchange TransactionOn August 3, 2018
Ambac and AAC successfully completed an offer to exchange
outstanding Auction Market Preferred Shares ("AMPS") issued by
AAC. Upon closing, Ambac and AAC repurchased 22,296 of AMPS,
representing 84.4% of outstanding shares with a liquidation
preference of $557.4 million including $34.7 million in aggregate
liquidation preference repurchased by Ambac. In connection with the
transaction AAC issued $212.7 million in current principal of
surplus notes with accrued interest of $96.6 million and Ambac paid
$11 million cash and issued 824,307 warrants to purchase stock of
Ambac, reflecting a total discount of 45% (based on the fair market
value of the consideration paid). Operating expenses for the second
quarter of 2018 included $2.5 million of professional fees related
to this transaction. Third quarter 2018 results will include a
reduction to net income attributable to common stockholders of
approximately $83 million reflecting the difference between the
fair value of consideration provided to AMPS holders and the
carrying amount of the AMPS.
Puerto RicoWith respect to AAC’s COFINA
exposure, significant progress toward a negotiated resolution of
the COFINA Title III proceeding has been made, but no
assurance can be given that a Plan of Adjustment acceptable to AAC
will be agreed to or approved by the court overseeing COFINA’s
Title III restructuring.
Non-GAAP Financial DataIn addition to reporting
Ambac’s quarterly financial results in accordance with GAAP, Ambac
reports two non-GAAP financial measures: Adjusted Earnings and
Adjusted Book Value. A non-GAAP financial measure is a numerical
measure of financial performance or financial position that
excludes (or includes) amounts that are included in (or excluded
from) the most directly comparable measure calculated and presented
in accordance with GAAP. The most directly comparable GAAP measures
are net income attributable to common stockholders for Adjusted
Earnings and Total Ambac Financial Group, Inc. stockholders’ equity
for Adjusted Book Value. We are presenting these non-GAAP financial
measures because they provide greater transparency and enhanced
visibility into the underlying drivers of our business. Adjusted
Earnings and Adjusted Book Value are not substitutes for Ambac’s
GAAP reporting, should not be viewed in isolation, may be subject
to change, and may differ from similar reporting provided by other
companies, which may define these non-GAAP measures
differently.
Ambac has a significant tax NOL that is offset by a full
valuation allowance in the GAAP consolidated financial
statements. As a result of this and other considerations, for
purposes of non-GAAP measures, we utilize a 0% effective tax rate,
which is subject to change in the future.
Adjusted Earnings (Loss). Adjusted Earnings
(Loss) is defined as net income (loss) attributable to common
stockholders, as reported under GAAP, adjusted on an after-tax
basis for the following:
- Non-credit impairment fair value (gain) loss on credit
derivatives: Elimination of the non-credit impairment fair value
gains (losses) on credit derivatives, which is the amount in excess
of the present value of the expected estimated credit losses. Such
fair value adjustments are affected by, and in part fluctuate with,
changes in market factors such as interest rates and credit
spreads, including the market’s perception of Ambac’s credit risk
(“Ambac CVA”), and are not expected to result in an economic gain
or loss. These adjustments allow for all financial guarantee
contracts to be accounted for consistent with the Financial
Services – Insurance Topic of ASC, whether or not they are subject
to derivative accounting rules.
- Insurance intangible amortization: Elimination of the
amortization of the financial guarantee insurance intangible asset
that arose as a result of Ambac’s emergence from bankruptcy and the
implementation of Fresh Start reporting. This adjustment ensures
that all financial guarantee contracts are accounted for consistent
with the provisions of the Financial Services – Insurance Topic of
the ASC.
- Foreign exchange (gains) losses: Elimination of the foreign
exchange gains (losses) on the re-measurement of assets,
liabilities and transactions in non-functional currencies.
This adjustment eliminates the foreign exchange gains (losses) on
all assets, liabilities and transactions in non-functional
currencies, which enables users of our financial statements to
better view the business results without the impact of fluctuations
in foreign currency exchange rates, particularly as assets held in
non-functional currencies have grown, and facilitates
period-to-period comparisons of Ambac's operating performance.
Adjusted Earnings were $36.5 million, or $0.78 per diluted
share, for the second quarter 2018 as compared to Adjusted Earnings
of $329.8 million or $7.22 per diluted share, for the first quarter
of 2018. Adjusted Earnings for the second quarter 2018 relative to
Adjusted Earnings for the first quarter of 2018 resulted mostly
from gains, reflected in losses and loss expenses, in connection
with the rehabilitation exit transactions in the first quarter of
2018.
The following table reconciles net income (loss) attributable to
common stockholders to the non-GAAP measure, Adjusted Earnings
(Loss), for the three month periods ended June 30, 2018, and
March 31, 2018, respectively:
|
|
Three Months Ended |
|
|
June 30, 2018 |
|
March 31, 2018 |
($ in
millions, other than per share data) |
|
$ Amount |
|
Per Diluted Share |
|
$ Amount |
|
Per Diluted Share |
Net income
(loss) attributable to common stockholders |
|
$ |
4.3 |
|
|
$ |
0.09 |
|
|
$ |
305.7 |
|
|
$ |
6.70 |
|
Adjustments: |
|
|
|
|
|
|
|
|
Non-credit impairment fair value (gain) loss on credit
derivatives |
|
0.3 |
|
|
0.01 |
|
|
0.5 |
|
|
0.01 |
|
Insurance
intangible amortization |
|
23.2 |
|
|
0.50 |
|
|
28.6 |
|
|
0.63 |
|
Foreign
exchange (gains) losses |
|
8.6 |
|
|
0.18 |
|
|
(5.0 |
) |
|
(0.12 |
) |
Adjusted
Earnings (loss) |
|
$ |
36.5 |
|
|
$ |
0.78 |
|
|
$ |
329.8 |
|
|
$ |
7.22 |
|
Weighted-average
diluted shares outstanding (in millions) |
|
|
|
46.5 |
|
|
|
|
45.7 |
|
Adjusted Book Value. Adjusted Book Value is
defined as Total Ambac Financial Group, Inc. stockholders’ equity
as reported under GAAP, adjusted for after-tax impact of the
following:
- Non-credit impairment fair value losses on credit derivatives:
Elimination of the non-credit impairment fair value loss on credit
derivatives, which is the amount in excess of the present value of
the expected estimated economic credit loss. GAAP fair values are
affected by, and in part fluctuate with, changes in market factors
such as interest rates, credit spreads, including Ambac’s CVA that
are not expected to result in an economic gain or loss. These
adjustments allow for all financial guarantee contracts to be
accounted for within Adjusted Book Value consistent with the
provisions of the Financial Services—Insurance Topic of the ASC,
whether or not they are subject to derivative accounting
rules.
- Insurance intangible asset: Elimination of the financial
guarantee insurance intangible asset that arose as a result of
Ambac’s emergence from bankruptcy and the implementation of Fresh
Start reporting. This adjustment ensures that all financial
guarantee contracts are accounted for within Adjusted Book Value
consistent with the provisions of the Financial Services—Insurance
Topic of the ASC.
- Net unearned premiums and fees in excess of expected losses:
Addition of the value of the unearned premium revenue ("UPR") on
financial guarantee contracts, in excess of expected losses, net of
reinsurance. This non-GAAP adjustment presents the economics
of UPR and expected losses for financial guarantee contracts on a
consistent basis. In accordance with GAAP, stockholders’ equity
reflects a reduction for expected losses only to the extent they
exceed UPR. However, when expected losses are less than UPR
for a financial guarantee contract, neither expected losses nor UPR
have an impact on stockholders’ equity. This non-GAAP adjustment
adds UPR in excess of expected losses, net of reinsurance, to
stockholders’ equity for financial guarantee contracts where
expected losses are less than UPR.
- Net unrealized investment (gains) losses in Accumulated Other
Comprehensive Income: Elimination of the unrealized gains and
losses on the Company’s investments that are recorded as a
component of accumulated other comprehensive income (“AOCI”). The
AOCI component of the fair value adjustment on the investment
portfolio may differ from realized gains and losses ultimately
recognized by the Company based on the Company’s investment
strategy. This adjustment only allows for such gains and losses in
Adjusted Book Value when realized.
Adjusted Book Value was $1.398 billion, or $30.84 per share, at
June 30, 2018, as compared to $1.431 billion, or $31.56 per
share, at March 31, 2018. The decrease in Adjusted Book
Value was primarily attributable to foreign currency losses
partially offset by Adjusted Earnings for the three months ended
June 30, 2018.
The following table reconciles Total Ambac Financial Group, Inc.
stockholders’ equity to the non-GAAP measure Adjusted Book Value as
of each date presented:
|
|
June 30, 2018 |
|
March 31, 2018 |
($ in
millions, other than per share data) |
|
$ Amount |
|
Per Share |
|
$ Amount |
|
Per Share |
Total Ambac
Financial Group, Inc. stockholders’ equity |
|
$ |
1,799.8 |
|
|
$ |
39.70 |
|
|
$ |
1,845.1 |
|
|
$ |
40.70 |
|
Adjustments: |
|
|
|
|
|
|
|
|
Non-credit impairment fair value losses on credit derivatives |
|
1.3 |
|
|
0.03 |
|
|
1.0 |
|
|
0.02 |
|
Insurance
intangible asset |
|
(786.2 |
) |
|
(17.34 |
) |
|
(833.0 |
) |
|
(18.37 |
) |
Net
unearned premiums and fees in excess of expected losses |
|
536.7 |
|
|
11.84 |
|
|
570.9 |
|
|
12.59 |
|
Net
unrealized investment (gains) losses in Accumulated Other
Comprehensive Income |
|
(153.6 |
) |
|
(3.39 |
) |
|
(153.1 |
) |
|
(3.38 |
) |
Adjusted Book
Value |
|
$ |
1,398.0 |
|
|
$ |
30.84 |
|
|
$ |
1,430.9 |
|
|
$ |
31.56 |
|
Shares outstanding (in
millions) |
|
|
|
45.3 |
|
|
|
|
45.3 |
|
Earnings Call and Webcast
On August 9, 2018 at 8:30am ET, Claude LeBlanc, President
and Chief Executive Officer, and David Trick, Executive Vice
President and Chief Financial Officer, will discuss second quarter
2018 results during a conference call. A live audio webcast
of the call will be available through the Investor Relations
section of Ambac’s website, http://ir.ambac.com/events.cfm.
Participants may also listen via telephone by dialing (877)
407-9716 (Domestic) or (201) 493-6779 (International).
The webcast will be archived on Ambac's website. A replay
of the call will be available through August 23, 2018, and can be
accessed by dialing (Domestic) (844) 512-2921 or
(International) (412) 317-6671; and using
ID#13681829.
Additional information is included in an operating supplement
and presentations at Ambac's website at www.ambac.com.
About Ambac
Ambac Financial Group, Inc. (“Ambac” or “AFG”), headquartered in
New York City, is a holding company whose subsidiaries, including
its principal operating subsidiaries, Ambac Assurance Corporation
(“Ambac Assurance or AAC”), Everspan Financial Guarantee Corp. and
Ambac Assurance UK Limited (“Ambac UK”), provide financial
guarantees of obligations in both the public and private sectors
globally. AAC is a guarantor of public finance and structured
finance obligations. Ambac’s common stock trades on the NASDAQ
Global Select Market under the symbol “AMBC”. The Amended and
Restated Certificate of Incorporation of Ambac contains substantial
restrictions on the ability to transfer Ambac’s common stock.
Subject to limited exceptions, any attempted transfer of common
stock shall be prohibited and void to the extent that, as a result
of such transfer (or any series of transfers of which such transfer
is a part), any person or group of persons shall become a holder of
5% or more of Ambac’s common stock or a holder of 5% or more of
Ambac’s common stock increases its ownership interest. Ambac is
committed to providing timely and accurate information to the
investing public, consistent with our legal and regulatory
obligations. To that end, we use our website to convey information
about our businesses, including the anticipated release of
quarterly financial results, quarterly financial, statistical and
business-related information, and the posting of updates to the
status of certain residential mortgage backed securities
litigations. For more information, please go to www.ambac.com.
Contact
Lisa A. KampfManaging Director, Investor Relations(212)
208-3177lkampf@ambac.com
Forward-Looking Statements
In this press release, statements that may constitute
“forward-looking statements” within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Words such as “estimate,” “project,” “plan,” “believe,”
“anticipate,” “intend,” “planned,” “potential” and similar
expressions, or future or conditional verbs such as “will,”
“should,” “would,” “could,” and “may,” or the negative of those
expressions or verbs, identify forward-looking statements. We
caution readers that these statements are not guarantees of future
performance. Forward-looking statements are not historical facts
but instead represent only our beliefs regarding future events,
which may by their nature be inherently uncertain and some of which
may be outside our control. These statements may relate to plans
and objectives with respect to the future, among other things which
may change. We are alerting you to the possibility that our actual
results may differ, possibly materially, from the expected
objectives or anticipated results that may be suggested, expressed
or implied by these forward-looking statements. Important factors
that could cause our results to differ, possibly materially, from
those indicated in the forward-looking statements include, among
others, those discussed under “Risk Factors” in our most recent SEC
filed quarterly or annual report.
Any or all of management’s forward-looking statements here or in
other publications may turn out to be incorrect and are based on
management’s current belief or opinions. Ambac’s actual
results may vary materially, and there are no guarantees about the
performance of Ambac’s securities. Among events, risks,
uncertainties or factors that could cause actual results to differ
materially are: (1) the highly speculative nature of Ambac’s common
stock and volatility in the price of Ambac’s common stock; (2)
uncertainty concerning the Company’s ability to achieve value for
holders of its securities, whether from Ambac Assurance Corporation
("Ambac Assurance") or from transactions or opportunities apart
from Ambac Assurance; (3) adverse effects on Ambac’s share price
resulting from future offerings of debt or equity securities that
rank senior to Ambac’s common stock; (4) potential of
rehabilitation proceedings against Ambac Assurance; (5) dilution of
current shareholder value or adverse effects on Ambac’s share price
resulting from the issuance of additional shares of common stock;
(6) inadequacy of reserves established for losses and loss expenses
and possibility that changes in loss reserves may result in further
volatility of earnings or financial results; (7) decisions made by
Ambac Assurance's primary insurance regulator for the benefit of
policyholders that may result in material adverse consequences for
holders of the Company’s securities or holders of securities issued
or insured by Ambac Assurance; (8) increased fiscal stress
experienced by issuers of public finance obligations or an
increased incidence of Chapter 9 filings or other restructuring
proceedings by public finance issuers; (9) failure to recover
claims paid on Puerto Rico exposures or incurrence of losses in
amounts higher than expected; (10) the Company’s inability to
realize the expected recoveries included in its financial
statements; (11) changes in Ambac Assurance’s estimated
representation and warranty recoveries or loss reserves over time;
(12) insufficiency or unavailability of collateral to pay
secured obligations; (13) credit risk throughout the Company’s
business, including but not limited to credit risk related to
residential mortgage-backed securities, student loan and other
asset securitizations, public finance obligations and exposures to
reinsurers; (14) credit risks related to large single risks, risk
concentrations and correlated risks; (15) concentration and
essentiality risk in connection with Military Housing insured debt;
(16) the risk that the Company’s risk management policies and
practices do not anticipate certain risks and/or the magnitude of
potential for loss; (17) risks associated with adverse selection as
the Company’s insured portfolio runs off; (18) adverse effects on
operating results or the Company’s financial position resulting
from measures taken to reduce risks in its insured portfolio; (19)
intercompany disputes or disputes with Ambac Assurance's primary
insurance regulator; (20) our inability to mitigate or remediate
losses, commute or reduce insured exposures or achieve recoveries
or investment objectives, or the failure of any transaction
intended to accomplish one or more of these objectives to deliver
anticipated results; (21) the Company’s substantial indebtedness
could adversely affect its financial condition and operating
flexibility; (22) the Company may not be able to obtain financing
or raise capital on acceptable terms or at all due to its
substantial indebtedness and financial condition; (23) the Company
may not be able to generate the significant amount of cash needed
to service its debt and financial obligations, and may not be able
to refinance its indebtedness; (24) restrictive covenants in
agreements and instruments may impair the Company’s ability to
pursue or achieve its business strategies; (25) loss of control
rights in transactions for which we provide insurance due to a
finding that Ambac Assurance has defaulted, whether due to the
Segregated Account rehabilitation proceedings or otherwise; (26)
the Company’s results of operation may be adversely affected by
events or circumstances that result in the accelerated amortization
of the Company’s insurance intangible asset; (27) adverse tax
consequences or other costs resulting from the Segregated Account
rehabilitation plan, or from the characterization of the Company’s
surplus notes or other obligations as equity; (28) risks attendant
to the change in composition of securities in the Company’s
investment portfolio; (29) changes in tax law; (30) changes in
prevailing interest rates; (31) changes on inter-bank lending rate
reporting practices or the method pursuant to which LIBOR rates are
determined; (32) factors that may influence the amount of
installment premiums paid to the Company, including the Segregated
Account rehabilitation proceedings; (33) default by one or more of
Ambac Assurance's portfolio investments, insured issuers or
counterparties; (34) market risks impacting assets in the Company’s
investment portfolio or the value of our assets posted as
collateral in respect of interest rate swap transactions; (35)
risks relating to determinations of amounts of impairments taken on
investments; (36) the risk of litigation and regulatory inquiries
or investigations, and the risk of adverse outcomes in connection
therewith, which could have a material adverse effect on the
Company’s business, operations, financial position, profitability
or cash flows; (37) actions of stakeholders whose interests are not
aligned with broader interests of the Company's stockholders; (38)
the Company’s inability to realize value from Ambac UK or other
subsidiaries of Ambac Assurance; (39) system security risks; (40)
market spreads and pricing on interest rate derivative insured or
issued by the Company; (41) the risk of volatility in income and
earnings, including volatility due to the application of fair value
accounting; (42) changes in accounting principles or practices that
may impact the Company’s reported financial results; (43)
legislative and regulatory developments, including intervention by
regulatory authorities; (44) the economic impact of “Brexit” may
have an adverse effect on the Company’s insured international
portfolio and the value of its foreign investments, both of which
primarily reside with its subsidiary Ambac UK; (45) operational
risks, including with respect to internal processes, risk and
investment models, systems and employees, and failures in services
or products provided by third parties; (46) the Company’s financial
position that may prompt departures of key employees and may impact
the Company’s ability to attract qualified executives and
employees; (47) implementation of new tax legislation signed into
law on December 22, 2017 (commonly known as the “Tax Cuts and Jobs
Act”) may have unexpected consequences for the Company and the
value of its securities, particularly its common shares; (48)
implementation of the Tax Cuts and Jobs Act may negatively impact
the economic recovery of Puerto Rico, which could result in higher
loss severities or an extended moratorium on debt service owed on
Ambac Assurance-insured bonds of Puerto Rico and its
instrumentalities; (49) implementation of the Tax Cuts and Jobs Act
could have a negative impact on municipal issuers of Ambac-insured
bonds; and (50) other risks and uncertainties that have not been
identified at this time.
AMBAC FINANCIAL GROUP, INC. AND
SUBSIDIARIES
Consolidated Statements of Income (Loss)
(Unaudited)
|
|
Three Months Ended |
($ in Thousands, except share data) |
|
June 30, 2018 |
|
March 31, 2018 |
Revenues: |
|
|
|
|
Net
premiums earned |
|
$ |
25,836 |
|
|
$ |
30,883 |
|
Net
investment income: |
|
|
|
|
Securities available-for-sale and short-term |
|
61,742 |
|
|
110,551 |
|
Other
investments |
|
4,920 |
|
|
(311 |
) |
Total net
investment income |
|
66,662 |
|
|
110,240 |
|
Other-than-temporary impairment losses: |
|
|
|
|
Total
other-than-temporary impairment losses |
|
(1,010 |
) |
|
(341 |
) |
Portion
of other-than-temporary impairment recognized in other
comprehensive income |
|
(4 |
) |
|
42 |
|
Net
other-than-temporary impairment losses recognized in earnings |
|
(1,014 |
) |
|
(299 |
) |
Net
realized investment gains (losses) |
|
47,148 |
|
|
4,862 |
|
Change in
fair value of credit derivatives: |
|
|
|
|
Realized
gains and other settlements |
|
91 |
|
|
106 |
|
Unrealized gains (losses) |
|
(308 |
) |
|
(452 |
) |
Net
change in fair value of credit derivatives |
|
(217 |
) |
|
(346 |
) |
Net gains
(losses) on interest rate derivatives |
|
9,149 |
|
|
25,537 |
|
Net
realized gains on extinguishment of debt |
|
6 |
|
|
3,115 |
|
Other
income (expense) |
|
2,491 |
|
|
(509 |
) |
Income
(loss) on variable interest entities |
|
577 |
|
|
574 |
|
Total revenues |
|
150,638 |
|
|
174,057 |
|
Expenses: |
|
|
|
|
Losses
and loss expense (benefit) |
|
32,579 |
|
|
(247,395 |
) |
Insurance
intangible amortization |
|
23,242 |
|
|
28,636 |
|
Operating
expenses |
|
26,063 |
|
|
36,434 |
|
Interest
expense |
|
62,446 |
|
|
48,073 |
|
Total expenses |
|
144,330 |
|
|
(134,252 |
) |
Pre-tax income
(loss) |
|
6,308 |
|
|
308,309 |
|
Provision for income
taxes |
|
1,995 |
|
|
2,605 |
|
Net income
(loss) attributable to common stockholders |
|
$ |
4,313 |
|
|
$ |
305,704 |
|
|
|
|
|
|
Net income
(loss) per basic share |
|
$ |
0.09 |
|
|
$ |
6.72 |
|
Net income
(loss) per diluted share |
|
$ |
0.09 |
|
|
$ |
6.70 |
|
|
|
|
|
|
Weighted-average number
of common shares outstanding: |
|
|
|
|
Basic |
|
45,683,058 |
|
|
45,471,083 |
|
Diluted |
|
46,472,375 |
|
|
45,653,471 |
|
AMBAC FINANCIAL GROUP, INC. AND
SUBSIDIARIES
Consolidated Statements of Income (Loss)
(Unaudited)
|
|
Six Months Ended June 30, |
($ in Thousands, except share data) |
|
2018 |
|
2017 |
Revenues: |
|
|
|
|
Net
premiums earned |
|
$ |
56,719 |
|
|
$ |
90,765 |
|
Net
investment income: |
|
|
|
|
Securities available-for-sale and short-term |
|
172,293 |
|
|
154,093 |
|
Other
investments |
|
4,609 |
|
|
12,626 |
|
Total net
investment income |
|
176,902 |
|
|
166,719 |
|
Other-than-temporary impairment losses: |
|
|
|
|
Total
other-than-temporary impairment losses |
|
(1,351 |
) |
|
(22,917 |
) |
Portion
of other-than-temporary impairment recognized in other
comprehensive income |
|
38 |
|
|
17,212 |
|
Net
other-than-temporary impairment losses recognized in earnings |
|
(1,313 |
) |
|
(5,705 |
) |
Net
realized investment gains (losses) |
|
52,010 |
|
|
(716 |
) |
Change in
fair value of credit derivatives: |
|
|
|
|
Realized
gains and other settlements |
|
197 |
|
|
1,333 |
|
Unrealized gains (losses) |
|
(760 |
) |
|
6,343 |
|
Net
change in fair value of credit derivatives |
|
(563 |
) |
|
7,676 |
|
Net gains
(losses) on interest rate derivatives |
|
34,686 |
|
|
32,554 |
|
Net
realized gains on extinguishment of debt |
|
3,121 |
|
|
4,920 |
|
Other
income (expense) |
|
1,982 |
|
|
778 |
|
Income
(loss) on variable interest entities |
|
1,151 |
|
|
2,482 |
|
Total revenues |
|
324,695 |
|
|
299,473 |
|
Expenses: |
|
|
|
|
Losses
and loss expense (benefit) |
|
(214,816 |
) |
|
201,111 |
|
Insurance
intangible amortization |
|
51,878 |
|
|
70,996 |
|
Operating
expenses |
|
62,497 |
|
|
59,428 |
|
Interest
expense |
|
110,519 |
|
|
59,806 |
|
Total expenses |
|
10,078 |
|
|
391,341 |
|
Pre-tax income
(loss) |
|
314,617 |
|
|
(91,868 |
) |
Provision for income
taxes |
|
4,600 |
|
|
26,463 |
|
Net income
(loss) attributable to common stockholders |
|
$ |
310,017 |
|
|
$ |
(118,331 |
) |
|
|
|
|
|
Net income
(loss) per basic share |
|
$ |
6.80 |
|
|
$ |
(2.61 |
) |
Net income
(loss) per diluted share |
|
$ |
6.73 |
|
|
$ |
(2.61 |
) |
|
|
|
|
|
Weighted-average number
of common shares outstanding: |
|
|
|
|
Basic |
|
45,577,656 |
|
|
45,330,946 |
|
Diluted |
|
46,097,647 |
|
|
45,330,946 |
|
AMBAC FINANCIAL GROUP, INC. AND
SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
($ in Thousands, except share data) |
|
June 30, 2018 |
|
March 31, 2018 |
Assets: |
|
|
|
|
Investments: |
|
|
|
|
Fixed
income securities, at fair value (amortized cost: $3,355,223 and
$3,713,908) |
|
$ |
3,514,927 |
|
|
$ |
3,871,938 |
|
Fixed
income securities pledged as collateral, at fair value (amortized
cost: $84,641 and $84,240) |
|
84,641 |
|
|
84,240 |
|
Short-term investments, at fair value (amortized cost: $393,516 and
$321,210) |
|
393,447 |
|
|
321,119 |
|
Other
investments (includes $356,899 and $383,687 at fair value) |
|
394,396 |
|
|
419,896 |
|
Total
investments |
|
4,387,411 |
|
|
4,697,193 |
|
Cash and cash
equivalents |
|
44,398 |
|
|
38,485 |
|
Receivable for
securities |
|
82,513 |
|
|
2,376 |
|
Investment income due
and accrued |
|
12,157 |
|
|
20,457 |
|
Premium
receivables |
|
553,958 |
|
|
580,707 |
|
Reinsurance recoverable
on paid and unpaid losses |
|
39,071 |
|
|
38,825 |
|
Deferred ceded
premium |
|
47,886 |
|
|
49,631 |
|
Subrogation
recoverable |
|
1,876,188 |
|
|
1,894,778 |
|
Loans |
|
10,007 |
|
|
10,643 |
|
Derivative assets |
|
56,510 |
|
|
60,196 |
|
Current taxes |
|
34,619 |
|
|
20,180 |
|
Insurance intangible
asset |
|
786,208 |
|
|
833,040 |
|
Other assets |
|
33,631 |
|
|
36,332 |
|
Variable interest
entity assets: |
|
|
|
|
Fixed
income securities, at fair value |
|
2,756,924 |
|
|
2,955,763 |
|
Restricted cash |
|
1,052 |
|
|
1,134 |
|
Loans, at
fair value |
|
10,751,199 |
|
|
11,558,331 |
|
Derivative assets |
|
60,403 |
|
|
46,260 |
|
Other
assets |
|
1,088 |
|
|
3,635 |
|
Total
assets |
|
$ |
21,535,223 |
|
|
$ |
22,847,966 |
|
Liabilities and
Stockholders’ Equity: |
|
|
|
|
Liabilities: |
|
|
|
|
Unearned
premiums |
|
$ |
721,689 |
|
|
$ |
762,240 |
|
Loss and
loss expense reserves |
|
2,057,334 |
|
|
2,139,101 |
|
Ceded
premiums payable |
|
35,594 |
|
|
36,451 |
|
Deferred
taxes |
|
32,781 |
|
|
34,804 |
|
Long-term
debt |
|
2,796,389 |
|
|
2,957,732 |
|
Accrued
interest payable |
|
237,558 |
|
|
244,199 |
|
Derivative liabilities |
|
67,648 |
|
|
71,584 |
|
Other
liabilities |
|
58,191 |
|
|
55,209 |
|
Payable
for securities purchased |
|
16,556 |
|
|
8,849 |
|
Variable interest
entity liabilities: |
|
|
|
|
|
|
|
|
Accrued
interest payable |
|
550 |
|
|
3,005 |
|
Long-term
debt, at fair value |
|
11,454,746 |
|
|
12,270,124 |
|
Derivative liabilities |
|
1,992,227 |
|
|
2,155,456 |
|
Other
liabilities |
|
39 |
|
|
47 |
|
Total
liabilities |
|
19,471,302 |
|
|
20,738,801 |
|
Stockholders’
equity: |
|
|
|
|
Preferred
stock, par value $0.01 per share; 20,000,000 shares authorized;
issued and outstanding shares—none |
|
— |
|
|
— |
|
Common
stock, par value $0.01 per share; 130,000,000 shares authorized;
issued and outstanding shares: 45,365,170 and 45,365,170 |
|
454 |
|
|
454 |
|
Additional paid-in capital |
|
208,328 |
|
|
204,172 |
|
Accumulated other comprehensive income |
|
45,854 |
|
|
99,476 |
|
Retained
earnings |
|
1,545,702 |
|
|
1,541,464 |
|
Treasury
stock, shares at cost: 32,956 and 32,956 |
|
(527 |
) |
|
(511 |
) |
Total Ambac
Financial Group, Inc. stockholders’ equity |
|
1,799,811 |
|
|
1,845,055 |
|
Noncontrolling
interest |
|
264,110 |
|
|
264,110 |
|
Total
stockholders’ equity |
|
2,063,921 |
|
|
2,109,165 |
|
Total
liabilities and stockholders’ equity |
|
$ |
21,535,223 |
|
|
$ |
22,847,966 |
|
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