Ambac Financial Group, Inc.

Ladies and gentlemen, good morning, and welcome to the Octave Specialty Group's third quarter 2025 earnings call. At this time, all participants are in listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please signal the operator by pressing star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Karen Beyer, Head of Investor Relations. Please go ahead, Karen.

Thank you. Hello, I'm Karen Beyer, the new head of investor relations for Octave, and it is my pleasure to welcome you to our third quarter 2025 earnings call. For those of you following along on the webcast, we have posted a new investor presentation on our website, which Claude will be speaking to during his prepared remarks. Our call today includes forward-looking statements. The company cautions investors that any forward-looking statement involves risks and uncertainties, and it 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. These factors are described under the forward-looking statements in our press release and our most recent 10Q and 10K filed with the SEC. We do not undertake any obligation to update forward-looking statements. Also in our prepared remarks and responses to questions, we may mention some non-GAAP financial measures. Reconciliation to those non-GAAP measures are included in our recent earnings release, investor presentation, and operating supplement and other materials available to investors on our website, OctaveGroup.com. Speaking today will be Claude LeBlanc, President and CEO of Octave, and David Trick, Chief Financial Officer. With that, I will turn over the call to Claude LeBlanc, President and CEO of Octave.

Thank you, Karen. We are very pleased to have you participating on the call today, and I would like to extend a warm welcome to you as the newest member of our team. For those joining our call today, we are excited to welcome you to the inaugural earnings call for Octave Specialty Group, the new name and brand replacing AMBAC Financial Group, which we announced last night. We have a number of significant updates to share with you today. I will start by providing you with key highlights for the quarter, followed by David, who will cover our financial update. Following David's remarks, I will provide an overview of key themes included in the new investor presentation posted to our website last evening. Today begins a new era for our company as a pure play specialty P&C insurance business. This transformation reflects the culmination of years of hard work underscored by significant milestone achievements, starting with the successful restructuring and exit from rehabilitation of our financial guarantee business in 2018, ultimately leading to its recent sale. In parallel, we defined a vision and strategy for our new business, which we launched just under five years ago. These accomplishments have progressed our company from a runoff business with no access to future distributable earnings to a thriving high-growth insurance distribution platform. I am very proud of our accomplishments, and I want to thank our employees, board of directors, and others who have supported us throughout this monumental transformation. Turning to our quarterly highlights and progress against our recently announced 120-day plan. I am pleased to report we have made material progress against this plan, including, one, the launch of Okta's specialty group, our new corporate brand and vision. Two, we made material progress in executing our capital management plan, completing repurchases totaling 3.1 million shares or 6.5% of weighted average shares outstanding. Three, we undertook additional material corporate expense reductions this quarter that will result in more than a $10 million decrease in our run rate adjusted corporate expenses. And four, In addition to the successful close of the sale of our legacy financial guarantee business to Oak Tree for $420 million, we announced and closed the purchase of RamadaCare, a leading specialty A&H MGA platform. With respect to our organic growth initiatives, we announced the launch of a new Professional Alliance MGA, 1889 Specialty Insurance Services, the launch of the Alcor US MGA, and we converted our investment in the recently launched PIVX MGA led by Meg Miller to a majority stake, bringing our total class of 2025 MGA startups to three. We expect to continue to make material progress on our strategic initiatives during the fourth quarter, positioning our company for strong performance in 2026 and beyond. As we enter 2026, we expect to maintain robust organic growth, bolstered by continued momentum across our core businesses including the significant number of startups launched in the 2024 and 2025 period. We also remain focused on reducing corporate expenses to a more cost-efficient and sustainable level with an initial target of approximately $30 million of adjusted expenses for 2026. Capital management continues to be a top priority guided by our multi-pronged strategy that includes investment in startups, organic growth opportunities, share repurchases, selective and disciplined acquisitions, and continued investments in data, AI, and core technologies that will advance growth opportunities and lead to reductions in operating expenses. We look forward to providing you with guidance for 2026 during our fourth quarter earnings call. Before I turn it over to David, I would like to share some further thoughts on our new brand, Octave Specialty Group. Our new brand is much more than a name change. It is tied to a new vision, strategy, and culture that defines our business and our future. We've evolved from a capital business to one that is defined by people and services working in a collaborative and entrepreneurial ecosystem. We believe Octave captures the essence of who we are today, a collection of unique, high-performing businesses working in harmony. I should note that our aligned capacity, including our Lloyds syndicates and Everspan, will retain their brand identity, as will the individual MGAs within our portfolio. The new Octa brand encompasses the holding company, Octa Specialty Group, along with our two insurance distribution divisions, formerly known as Serrata and B. I will now turn the call over to David to walk us through our financial results for the quarter. David.

Thank you, Claude, and good morning, everyone. For the third quarter of 2025, AMBAC reported a net loss from continuing operations to shareholders of $32 million, or $0.67 per diluted share, compared to a loss of $18 million, or $0.43 per share, in the third quarter of 2024. The higher loss was driven by a $15 million combined increase in intangible amortization and interest in G&A expenses. coupled with the impact of Everspan's prior period $7.5 million gain on the sale of Scenic, all of which more than offset stronger results in the insurance distribution segment. The third quarter of 2024 also benefited by a $4.8 million gain at corporate on an FX hedge related to the July 2024 acquisition of BEAT. The increase in expenses resulted from the acquisition of BEAT as well as costs related to the exit from the financial guarantee business and expense reduction initiatives. It is worthy to note that the debt used to finance a portion of the acquisition of BEAT was repaid with the proceeds from the sale of AEC. Adjusted EBITDA from continuing operations to stockholders was a loss of $3 million compared to a sub $2 million gain in the third quarter of 2024. The reduction in adjusted EBITDA resulted from the $4.8 million FX gain in the third quarter of 2024, a $1.5 million reduction in Everspan adjusted EBITDA, and $1.2 million of corporate expenses most related to M&A and legacy litigation. These variances more than offset a threefold increase to $6 million in adjusted EBITDA in the insurance distribution segment. With regards to the insurance distribution segment, revenue increased by 80 percent compared to the third quarter of 2024 to 43 million. This growth was driven mostly by strong organic growth, which was 40 percent, and the inclusion of an additional month of BEAP results. On an operating basis, that is before the impact of NCI, insurance distribution reported 10 million of adjusted EBITDA, producing a 23 percent margin compared to $3 million and an 11.1% margin in the third quarter of 2024. Adjusted EBITDA to shareholders was $6 billion for the quarter at a 13.9% margin, up 183% compared to $2.1 million at an 8.8% margin for the third quarter of 2024. The increased margin to shareholders in the third quarter of 2025 versus 2024 is mostly related to the strong organic growth and higher profit commissions and fees. Included in this quarter's insurance distribution segment results was just over 1 million of de novo losses, approximately 700,000 of which were attributable to shareholders. As noted previously, our margins can be expected to flex a bit, period to period, depending on the relative performance of each MGA compared to our ownership level. but will converge over time with margins on an operating basis as we buy in certain NCI. Everspan's net written and net earned premium in the quarter were $18 million and $17 million, down from $33 million and $27 million, respectively, from the prior year period due to the previously disclosed proactive non-renewal of certain personal and commercial auto programs. While reported losses in the LAE declined year-over-year, the loss ratio increased to 84.5% in the third quarter of 2025 from 74.4% in the third quarter of 2024. Adverse development accounted for just over 23 percentage points of this quarter's loss ratio, due mostly to development in runoff commercial auto programs. These losses were partially offset by a sliding scale commission benefit of approximately seven percentage points, recognized as an offset to acquisition costs. Enforced programs are running in the mid-60s, materially better than the book and runoff, and in line with our expectations. The third quarter expense ratio of 28.4% was up from 26.1% in the prior year quarter. This increase was driven by a shift in mix of business and a reduction in earned premiums resulting in approximately 3.5 points of increase in the acquisition cost and G&A expense ratios, partially offset by a 5-point increase in the sliding scale benefit. As Everspan is experiencing steady growth in earned premiums sequentially, we continue to expect the expense ratio to improve. The resulting combined ratio for the third quarter of 112.9 percent compared to 100.5 percent in the prior year period. For the quarter, Everspan was breakeven on an adjusted EBITDA basis, which was down from 1.6 million in the third quarter of 2024. Corporate G&A expenses were 26.6 million in the quarter compared to 27.2 million in the third quarter of 2024. On an adjusted basis, G&A expenses were $9.3 million compared to $8.5 million in the third quarter of 2024. The difference between reported expenses and adjusted expenses in the current quarter is attributable to equity compensation and costs associated with our exit from the legacy business and expense reduction initiatives. We outlined in our investor materials certain select expense reduction initiatives, which include For example, the termination of our corporate headquarters leases. These select initiatives are estimated to generate over $17 million of reported expense savings and will have over a $10 million impact on adjusted corporate EBITDA when fully complete. I will now turn the call back to Claude.

Thanks, David. I would now like to review key themes and select information set out in our investor presentation posted last night, starting with slide five. outlining the key actions we have taken to reposition Octave along with our go-forward value creation opportunities. One, platform expansion. Since beginning our journey five years ago, we've expanded from one MGA to 22, including our Medicare. On a pro forma basis, our revenue has grown more than sevenfold since 2021. Two, accretive M&A transactions. We have a proven track record of attracting high-performing MGAs to our platform, most recently demonstrated by the acquisition of BEAT in 2024 and ArmadaCare last week. Three, expense reductions. As noted, we have already taken significant steps to reduce our corporate expenses across both compensation and non-comp areas and will continue to pursue additional measures to align our cost structure with the scale of our business. And four, Capital allocation. We take a disciplined approach to capital allocation, balancing the return of capital against other strategic uses. We believe the actions we have taken to date position us to deliver sustainable long-term shareholder value. Moving to slide 11. Consistent with the expansion of our business, we have built a leadership team that I am incredibly proud of, a team with an average of more than 30 years of industry experience, deep expertise across market cycles, and broad subject matter knowledge. Combined with our extensive industry relationships and market visibility, this experience provides significant value to the MGA partners on our platform. Moving to slide 13, we believe Octave is uniquely positioned and differentiated in the MGA sector as a strategic operator having a true partnership model to align interest with our MGA leaders as a pure-plate MGA platform, having a holistic and unified business service platform, and aligned capacity through our Lloyds syndicates and Everspan. Moving to slide 14, our platform is uniquely positioned to deliver value through two complementary growth engines, our De Novo Incubation Division, Octave Ventures, led by John Cavanaugh and Paul Rayner, and our M&A Division, Octave Partners, led by Naveen Anand. Both are supported by access to broad, aligned, and curated third-party capacity relationships, including our Lloyd Syndicates and Everspan. This dual strategy has created a diversified, high-performing platform where our MGA partners operate independently but with shared alignment, supported by our comprehensive technology-led business services platform. Now taking a closer look at our Ventures Division on slide 16. This division is built on a strong foundation that allows us to consistently attract top performing underwriting teams. We offer them a broad wholesale and retail distribution network, a strong network of aligned and curated third party capacity partners, access to a stable capital base and an experienced leadership team providing strategic oversight and direction, and an integrated technology enabled business services infrastructure. To date, we've made targeted investments in high-performing underwriting teams with proven track records in the respective markets. We generally expect these MGAs to reach profitability within 18 to 24 months. Our UK MGAs typically achieve scale in approximately three years, while in the U.S., the timeline is slightly longer but generally offers a much larger addressable market and stronger long-term growth potential. The nine new MGAs launched in 2024 and 2025 will be a key driver of EBITDA margin expansion as they scale and achieve profitability over the next three years. Turning to our partner division on slide 17. Within our partners division, we take a disciplined and selective approach to acquisitions, targeting high growth platforms that operate in niche markets with significant barriers to entry. When evaluating M&A opportunities, we focus on businesses that have the following attributes. Natural entry barriers and strong market positioning. A proven track record of underwriting excellence. Owners willing to retain equity to ensure an aligned partnership. A strong cultural fit. A clear and sustainable growth trajectory. And identifiable enterprise synergies. Our partners division has enabled us to achieve substantial product diversification in businesses supported by leading MGA entrepreneurs. Turning to slide 18. Once launched or acquired, our focus shifts to growth and margin expansion for our MGA platform. We utilize a number of key growth and margin drivers, including expanded carrier relationships, producer network growth, digital platform enhancements, producer and coverage expansion, geographic market expansion, and cross-selling and revenue synergies. This is supported by streamlined shared services supported by tech-enabled infrastructure that enables underwriting, discipline, and accelerated speed to market. Looking ahead to our aspirational $80 million EBITDA goal for 2028 on slide 24, This table represents our initial targeted aspirational goal we shared with investors earlier this year. We wanted to provide you with an update on our progress to date, including additional information supportive of our growth. On slide 25, we provide additional information showcasing Octave Ventures' strong organic growth. 2025 year-to-date organic revenue growth for Octave Ventures stands at 47%. As we previously outlined, bottom-line EBITDA expansion has a development curve that follows top-line growth as MGAs reach break-even and later critical scale. With the nine MGAs launched, completed in 2024 and 2025, Okta Ventures has significant potential built-in EBITDA growth and margin expansion, which we expect will push through in the 2026 to 2028 period. As it relates to another key EBITDA growth driver, on slide 26, we provide a schedule of BEAT and other MGA call put dates. The most significant EBITDA buy-in opportunity will be driven by BEAT, where we will have the opportunity to buy in the remaining 40% over the next four years. Finally, on slide 27, we provide an outline of key corporate expense reductions as previously addressed by David. In summary, we remain confident in our ability to reach our aspirational 2028 goal of 80 million of EBITDA, understanding that the individual contributing components in reaching that goal may vary as we progress through our growth cycle. The next chapter of our journey is now in full flight, and I am very excited about the enormous progress we've made in a short amount of time. Thank you for your continued support. I am truly optimistic about the road ahead and the octave chapter. With that, operator, please open the call for questions from analysts.

Thank you. We'll now be conducting a question and answer session. If you'd like to ask a question at this time, you may press star 1 from your telephone keypad and a confirmation tone indicate your line is in the question queue. You may press star 2 if you'd like to withdraw your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, so we poll for questions. Thank you. Thank you. Our first question is from the line of Mark Hughes with Truist Securities. Please, just use your questions.

Yeah, thank you. Good morning. The organic growth of 40% in the distribution business, quite strong. Could you talk about, I think you said in Q1 and Q2, the If you had incorporated BEAT, the growth would have been in the teens, I think low teens, upper teens, obviously nice acceleration in the third quarter. I wonder if you could talk about what contributed to that, and were there any, say, contingents or performance-based commissions that might be non-recurring that contributed to that 40%?

Hi, Mark. David, thanks for the question. No, I think it was really driven by just momentum in the business. There's no profit commissions or contingent commissions that are included in the revenue numbers for the calculation of organic growth. No impact from FX either. So it is a purely same store sales type of calculation. and what uh we've seen is just you know continued momentum in the business as a number of the uh mj that we have we started to particularly ones that started up in uh 23 and 24 uh have started to really build uh momentum uh in terms of their of their business so just a you know solid quarter uh with you know growth moving in line with our you know expectations for a number of the businesses as we had set those expectations when we launched them.

Very good. And then the third party capacity, I think you've highlighted the 1.5 billion in capacity for 2025. How is that shaping up if you've got 40% organic that presumably suggests you're going to need some more capacity to back the distribution business? How should we think about that going into 2026?

Yeah, at this time, Mark, we believe we have sufficient capacity for the business. The 1.5 does not include the new business of ArmadaCare, which, you know, is coming online October 1st. Just to point that out, it also does not include Everspan. So we believe we have sufficient capacity with interest from capital providers that well exceeded what we think our needs are for next year. So in the event that

um additional capacity were needed we are very confident we would be able to get that capacity very good and then uh when you think about capital allocation i think you've made the point that of your expected m a on the distribution side you've achieved 80 of your target with our modicare when we think about the uses of capital the non-controlling interest would be one, but what would be the priority, the pay down debt, buy back stock, additional M&A, perhaps above and beyond that target? How would we think about uses of capital?

Mark, I think, you know, we're obviously very focused on balancing these various interests for capital, but I would put them in the strategic launches as being a continued focus of ours, as we are a very growth-focused business. We will look at deployment of some capital potentially in M&A, although I don't believe there'll be any large M&As in the near future, given our focus on organic growth. We'll certainly continue to look at share buybacks. It's also a very important component, especially given where our current stock price or recent stock price has been. And we're also going to continue investing in select M&A data and technology platforms as we continue to build out our infrastructure and support for our various businesses.

Yeah. I did have one real specific question. The timeline of acquisitions of non-controlling interest, the BEAT, the 10% per year, understand that. The MGA1 is the one of the other, the single MGA that's, you're looking at a 2026 buy-in of that non-controlling interest. How much capital roughly at this point is involved in that MGA1 20% piece? Sorry, I know that's a little detailed, but just sort of curious the magnitude of what your capital spending would be on that, and then the associated EBITDA, if you have some thoughts there.

Sure, Mark. So that is not a significant amount of capital. Today would be less than a double-digit capital commitment. And it would not – it is not something that, you know, we've determined whether or not we would call and the management team hasn't decided whether they would put. And we would have a conversation with the management team and talk about what's the best path forward for the business and for them so it would be done in a collaborative way but not a significant financial commitment.

Okay. That's helpful. Thank you. I had a couple more questions. I'll get back in the queue. Thank you.

Thank you. As a reminder, to ask a question at this time, you may press star one from your telephone keypad. Our next question is follow-up from the line of Mark Hughes, True Securities. Please proceed with your question.

Yeah, thank you. In Eberspan, what should we think about the premium outlook there? You've had some adjustments that have been focusing on your more profitable programs. Is there kind of a run rate to think about going into 2026?

Yeah, Mark, I mean, if you look at the last couple quarters, you know, in 2025, right, we've seen this relatively controlled, modest, you know, growth on a sequential basis. So that, you know, is what I would expect to continue through the end of the year into 2026. You know, sometimes, you know, due to some seasonality, depending on programs that come online, and a number of other factors that are, you know, somewhat unique to the program business, you can get little jumps and bobs and weeds, if you will. But generally speaking, we're looking to, you know, grow that top line at a relatively controlled rate. So I think the prior guidance that we've given is around $400 million for this year. I'd say we'd probably be in the $370, $380 or so this year based on the current pace, unless there's a little bit of a year-end burst from just some of the underlying MGAs. And then next year, having pulled out full year guidance, we'd you know, continue to expect some of that modest growth. So, you know, somewhere north of, you know, $400 million, but, you know, not looking to push the top line.

Yeah. And then interest expense, post-theoretic error, what's the run rate on interest expense?

Probably about $7 million, about $7 million. The full year just thanks next year by run around what the average quarterly was for this year.

So significant drop in interest expense Yeah, yeah, and then Just to make sure I've got it straight. I think you've proved you talk about EBITDA margins kind of the EBITDA ratios five to seven percent relative to written premium When you think about revenue to written premium, I wonder if you could, if you have any specific numbers there that you might share when thinking about that outlook.

Yeah, that's a little more challenging because it does really depend on the underlying business. And what I mean by that is there are a number of businesses that you, I would say, you know, average, let's say 20, 20% of premium production would be your revenue number. But there's also businesses that we report because of the nature of the contract. Our commission income is reported on a net basis. So what you wind up having is some, you know, kind of adjustments to that ratio based on both seasonality and relative growth. So as the business that reports on a net grows, then that ratio of revenue to premiums place would come down. But at the end of the day, the bottom line result wouldn't shift dramatically. And that's why we're focused more on the bottom line results relative to that premium as opposed to the the nuances of the revenue recognition at the top line.

I understand.

Am I right in thinking that's largely the U.K. versus the U.S. distinction? That's primarily the difference. That's correct.

Yeah. Okay. Very good. Thank you. Appreciate it. Thanks, Mark.

Thank you. At this time, this will conclude today's question and answer session. It will also conclude today's conference. We thank you for your participation. You may now disconnect your lines and have a wonderful day.