Nader Tavakoli
Analyst · Odeon Capital Group. Sir, your line is open
Good morning. Thank you, Abbe, and thank you all for joining us for today's call. As we announced last evening, our financial results for the second quarter were excellent and we executed well against our strategic priorities. David will review our financial performance in detail, but I want to highlight that our book value and adjusted book value now stands $39.80 and $29.94 per share respectively. To put that in perspective, we’ve now generated $1.5 billion of book value and nearly $1.7 billion of adjusted book value since shortly after our emergence from bankruptcy in 2013. Our continued success in preserving and enhancing the value of AAC despite the highly publicized developments in Puerto Rico against which we have taken substantial reserves reinforces our view that job one at Ambac today is the continued efficient and accretive management of AAC. The vigilant pursuit of our contractual and legal rights to protect the interests of our stockholders has been and remains one of our key priorities. As many of you know, in connection with our RMBS case against Countrywide, Judge Branston issued summary judgment decisions on primary and secondary liability in the fall of 2015 and we await the First Department’s review of her decisions. While predictions as to the timing of legal proceedings are more often wrong than right, our present expectation is that the appeal will be heard before the end of this year with a trial by the middle of 2017. As we’ve discussed previously, however, we have a strong legal entitlement to prejudgment interest in our primary case against Countrywide and further delays will come at a significant cost to the defendant. Moreover, if we’re forced to try these cases, we intend to receive punitive damages as well as all other available remedies. We also continue to pursue our other RMBS cases and further disclosures on those cases is available on the Investor Relations section of our Web site. In addition to defending RMBS cases, we’re hard at work ensuring that our legal rights are protected in all matters and will litigate when necessary. For example, in the second quarter, we had a very successful settlement in a non-rep and warranty dispute where we were able to achieve an excellent result without litigation. We expect that this settlement will result in a near full recovery of our transaction-related losses. And since we did not carry a subrogation recoverable, given the nature of this matter, resulted in a full benefit of $60 million for the second quarter. In another matter where we were forced to litigate, we achieved a full recovery of premium amounts owed to us by counterparty on account of an insured transaction together with interest and substantially all fees and expenses we incurred in pursuing that matter in court. As most of you are aware, we’ve made it a top priority to urgently and actively manage and mitigate our risk of loss. Puerto Rico has been top of mind in this area and many of you are aware that we at Ambac have been at the forefront of the developments relating to Puerto Rico’s fiscal condition. Given the importance of Puerto Rico and the many questions we receive on the matter, I will now spend some time reviewing our exposures and our current thoughts on them, particularly in light of the recent passage of PROMESA. In the face of the Commonwealth's decision not to phase July 1 claims, AAC paid net claims in full of approximately $53 million on insured Puerto Rico bonds. Ambac has been committed to Puerto Rico for many years, playing a pivotal role in financing much of its infrastructure and our policy commitments connect us to the island for many years to come. We stand with the residents of Puerto Rico in their goal of seeing Puerto Rico return to long-term prosperity. With the collective efforts of all involved, we believe that Puerto Rico has the capacity to remedy the issues that ail its economy and we will continue to do all we can to advance that objective. As we have said before, we believe Puerto Rico has a temporary liquidity issue, not a solvency crisis. The people of Puerto Rico must have policy reforms to get back on track for efficient and effective government and fiscal prosperity. Ambac’s net par exposure to Puerto Rico is $2.2 billion. This exposure is spread across six legal entities, each with its own credit characteristics and is long-dated with an average weighted maturity of 29 years on total debt serviced. $247 million of our exposure relates to GO and GO-guaranteed PBA bonds. Approximately $1.9 billion of Ambac’s net par exposure relates to revenue bonds that are covered by pledged revenues. This revenue bond exposure includes $805 million of COFINA senior capital appreciation bonds maturing in 2047 to 2054. $503 million of PRIFA rum tax bonds, $472 million of HTA bond, and $137 million of hotel tax bonds. As a reminder, recall that we were able to force cancellation of a significant portion of our HTA policies last year. With approximately $9 billion of claim paying resources available, having generated $1.2 billion in operating earnings last year and with ample liquidity, we’re confident we can meet any near-term obligations related to Puerto Rico or otherwise. Importantly, as we have said many times, there is no possibility of forced acceleration of our policy obligations. So for COFINA, for example, there's almost no possibility that will face a prepayment – a payment of policy obligations before the year 2047. This issue is often confused when investors focus on our total policy obligations. Accordingly, our potential annual policy payments on Puerto Rico debt are limited to the extent of our annual principal and interest we've insured as further disclosed on our Web site, but only when that principal and interest is actually due and not paid. For January 2017, for example, the next day on which we have policy claims potentially due, the extent of our obligations, net of DSRs would at most be $14.9 million. We’ve taken a leadership role and have worked actively in Washington to try to ensure that the new legislation is fair to Puerto Rico is a path to implementing the required structural and fiscal reforms and is protective of Ambac’s interests. We’re optimistic that PROMESA establishes such a framework and will put Puerto Rico on the path towards a brighter future. Our optimism is based in part on the success of similar financial control board in cities like Washington DC, New York, Miami, Cleveland, Philadelphia to name just a few. Separating fiscal policy from local politics has repeatedly been met with success. While PROMESA is not perfect, we believe it's better than the status quo or a standalone bankruptcy. We’re working hard to ensure that the oversight board established by PROMESA will include qualified independent growth-oriented individuals with the experience and commitment necessary to address the island’s fiscal challenges. Under the terms of PROMESA, President Obama is expected to appoint the oversight board of seven members by September 15. Four of those seven members must be chosen from a list of candidates provided by Republican leaders of the House and the Senate. The oversight board will then hire an executive director who will work with the board to hire staff and advisors. The board’s number one priority must fiscal and structural reforms such that Puerto Rico can regain access to the capital markets. The first order of business for the oversight board will be to work with the Governor for Puerto Rico to approve balanced budgets and fiscal plans, prepare and publish financial statements and implement meaningful fiscal and structural reforms. In our opinion, only after completing these actions can the oversight board properly assess whether any of the government’s 17 bond insurers requires a debt restructure. Under Title VI of PROMESA, a majority of the oversight board must certify voluntary restructuring plans that must then be approved by a two-thirds majority of voting creditors in each class. If a voluntary restructuring fails and a debt restructuring is required, they can be accomplished under a bankruptcy-like proceeding under Title III. The filing of a Title III proceeding must, however, be approved by five out of the seven members of the oversight board. In a Title III proceeding, the instrumentality will be represented by, and any restructuring plan must be submitted by, the oversight board, not the Government of Puerto Rico. Both voluntary restructurings under Title VI and restructuring plans under Title III must be confirmed by a Federal District Court. Ambac retains its right to vote its wrapped bonds under both voluntary and involuntary proceedings. The vast majority of our Puerto Rico exposure falls into two main buckets, senior COFINA bonds and revenue bonds that are subject to clawback including PRIFA rum, HTA and hotel. I'll now provide a bit more detail on how we think each category should fare under PROMESA. Critically, we believe that PROMESA will halt the continued diversion of revenues from PRIFA, HTA and CCDA. Section 201 of PROMESA specifically requires that fiscal plans provide for the elimination of structural vestiges. We believe this can only be accomplished with the territory fiscal plan that provides for payment of obligations without reliance on clawback revenues as the implementation of clawback would create an unpaid obligation on the revenue bonds [ph]. Fiscal plans must cover a period of at least five years and annual budgets must comply with the fiscal plan. Moreover, Section 201 of PROMESA also requires fiscal plans to ensure that resources of one entity are not transferred to another entity unless approved by the oversight board and either a court and an involuntary plan of reorganization or a supermajority of voting bondholders fund their voluntary modification under Title VI. Once clawback is eliminated, excess pledged revenues could then be used to satisfy outstanding accrued debt obligations and, in certain cases, must be used for that purpose. Significantly, Section 303 of PROMESA expressly preempts unlawful executive orders that alter rights of bondholders or divert funds from one instrumentality to another. As Ambac has alleged in its pending clawback litigation, we believe that the executive orders pursuant to which the governor is currently clawing back revenues from PRIFA, HTA and PR CCDA are unlawful. Furthermore, under PROMESA, any restructuring of revenue bonds, voluntary or involuntary, must be certified by the oversight board and must be consistent with the certified budget and fiscal plan under Sections 206 and 302 of PROMESA before it can be voted on by creditors and approved by a Federal District Court. With respect to HTA, it is worth noting that Ambac insures only 1968 and 1998 resolution bonds, which have priority to approximately $284 million of subordinated 1998 resolution bonds and approximately $2 billion of subordinated loans from the GDB. Significantly, under PROMESA, the GDB loans would not get a vote in either a voluntary or involuntary restructuring under Sections 601 and 301 of PROMESA respectively. In the spirit of cooperation, Ambac recently decided not to contest the applicability of PROMESA’s failed litigation in our ongoing litigation against the HTA. Ambac unilaterally took this step to allow time for the HTA and the Commonwealth, more generally acting under the oversight board, to put in place the critical reforms that are in the best interest of Puerto Rico and its people. Ambac continues to press the court to require HTA to provide Ambac with financial and other information that it is contractually obligated to provide. COFINA bonds are supported by an effective securitization structure that we believe fully protects the pledged revenues from being attached or diverted by the Commonwealth. We believe it will be important for the oversight board to oppose any tax on the COFINA structure. In our view, securitization financing is an important alternative for the government to regain access to the capital markets and similar structures have already been proposed for financings for PREPA and PRASA. Under the enabling legislation establishing COFINA, taxes pledged to COFINA are expressly not available revenues of the Commonwealth and are not subject to clawback under the Puerto Rico constitution. COFINA is the only Puerto Rico issuer with this protection for all of its pledged revenues and we believe that this treatment is consistent with analogous state law. Ambac insures only senior COFINA capital appreciation bonds, which in the event of a default and acceleration have structural priority over the subordinated COFINA debt. Accordingly, all of our COFINA exposure enjoys seniority over $8.9 billion of subordinated debt. The relevant agreements provide that in such a scenario the senior bondholders must be paid in full before any payments are made to subordinated bondholders. Moreover, as previously mentioned, the Ambac insured COFINA bonds do not mature until 2047 to 2054 and we note again that an acceleration of the bond does not accelerate Ambac’s payment obligation. Finally, it's important to note that we, along with other mono-line insurers, ensure substantial portions of PRIFA, HTA and COFINA debt. We believe this will increase our ability to control and protect our interests in any restructuring process under PROMESA. Turning now to other matters, as most of you are aware, earlier this year, the OCI replaced the prior Special Deputy Commissioner or SDC responsible for the rehabilitation of the Segregated Account with Dan Schwartzer. As part of its transition process, Mr. Schwartzer had a listening session in New York on July 12 with policy beneficiaries and other creditors. In addition to his prepared remarks, he responded to questions and listened to participants’ views on many relevant issues. Among the many important topics discussed at the listening session, the SDC said that, one, at present, he did not have any plans to increase the interim payment percentage or IPP. He said that, among other things, the rehabilitator and his advisors would need to highly confident that any change to the IPP would be sustainable and fair to all policyholders. Two, the accretion rate at which the deferred amounts accrue, currently 5.1%, is under review. And three, that, although his preferred goal would be to achieve an exit from rehabilitation through a consensual plan, he would advise the commission to use all tools available to accomplish its successful and durable exit that enhances AAC’s long-term claims paying ability. We’re evaluating the SDC’s views with regard to the Segregated Account and the importance of long-term durability and its estimation [ph] as we evaluate our capital allocation decisions between and among Segregated Account, general accounts and otherwise. We look forward to continuing our constructive relationship with the SDC in the management and rehabilitation of the Segregated Account. As we've mentioned previously, right-sizing and achieving sufficiencies in our operations as we reduce AAC’s portfolio are another important strategic priority. David will detail some accomplishments in this area. Notably, however, during the quarter, we made substantial additional reductions to our headcount, thereby reducing our future compensation expenses by over 9%. Furthermore, with the announced retirement of Cathy Matanle by the end of the third quarter, we will consolidate our risk and portfolio management teams to one from three just a year ago. This will allow us to streamline our portfolio risk operations from both a functional and economic perspective. I want to conclude by reiterating our focus on the important work at AAC to both protect and enhance the value of our existing business. While we have made substantial progress across our business and although we face several important challenges, we believe we have significant additional opportunities to drive value creation through the continued active management of our liabilities, assets and legal rights. We’re fully focused on continuing to capture accretion at AAC and on how to realize that value for our shareholders. We will also continue to explore opportunities for selective transactions that offer attractive risk-adjusted returns that may, among other things, permit utilization of our substantial net operating loss carry-forwards. Finally, as you know, we've added several new members to our Board of Directors in the last year. I can assure you that the new directors and the entire Board are fully engaged and hard at work. In addition to diving into their oversight and strategy responsibilities, the Board is carefully evaluating and considering all of the feedback we’ve received from our shareholders throughout this year. I want to thank the Board for their sense of urgency on behalf of our shareholders and for their support and guidance as we confront the many challenges and opportunities before us. I'd now like to turn the call over to our CFO, David Trick, who will provide further detail on our financials.