Hello, everyone, and welcome to MLC 's Q2 2025 Earnings Call. My name is Emily, and I'll be coordinating your call today. After the presentation, you will have the opportunity to ask any questions by pressing star, followed by the number one on your telephone keypad. I would now like to turn the call over to Ted Goldthorpe to begin. Please go ahead.
Thank you, and good morning, everyone. We appreciate you joining us for our second quarter 2025 results call. During the call, we refer to the information provided in the second quarter 2025 press release, MD&A, and interim consolidated financial statements, all of which were released Thursday evening and are available on our website and on TDARS. Joining us this morning to discuss our results and outlook for the business is our Chief Financial Officer, Nikita Klassen, our President, Henry Wang, and our Head of Investor Relations, Scott Chan. As a reminder, all references to dollar amounts on this call are in U.S. dollars unless otherwise stated. Overall, we made progress on key business initiatives during the quarter and remain confident in the direction of the business, and we are looking forward to sharing more about that with you today.
We're also pleased to announce that we're paying our 24th consecutive quarterly dividend, which consists of a CAD 0.02 per share distribution for shareholders of record as of August 19th, 2025. As a reminder, during the first quarter, we announced a transformative all-stock combination with 180 Degree Capital, or TURN, which remains subject to regulatory and shareholder approval. We filed a joint proxy statement for the SEC around the proposed combination, and the proxy materials were declared effective on July 11, 2025. We've since held a joint call with the 180 Degree Capital management team to review TURN's preliminary Q2 2025 results, which remain strong, consistent with the Q1 performance earlier this year, despite the broader market volatility.
The joint call also provided an opportunity to discuss our continued excitement around the proposed business combination and to provide folks with an update ahead of our special meetings of shareholders, which are currently scheduled for August 22nd. As part of the process, Mount Logan has engaged in several productive discussions with our shareholders. Overall, we've seen strong shareholder support and received positive, encouraging feedback on the strategic rationale and long-term potential of the combined businesses. We anticipate the transaction closing shortly after the shareholder meetings are concluded. Following the combination, the company will continue to operate under the Mount Logan banner and is expected to be listed on NASDAQ under the ticker MLCI, transitioning from its current listing on CDSL Canada. On the asset management front, Mount Logan's total assets managed on behalf of Ability grew to approximately $680 million.
This represents approximately 64% of Ability's $1.06 billion in total investment assets, with a long-term target of reaching 75%. Managing insurance assets continued to be a serious growth for Mount Logan as we focus on scaling our fee-generating AUM through our investment management agreement. The growth in insurance AUMs followed an investment by Mount Logan into Ability at the end of the first quarter and reinforces the organic engine and flywheel effects that resulted in Mount Logan. Investments into Ability enable us to insure or reinsure new business, which increases the assets managed by Mount Logan for the benefit of policyholders. On the insurance side, Ability entered into a new reinsurance contract on May 15th, adding in excess of $40 million of MYGA policies through a co-insurance arrangement agreement with the ability to grow the amount reinsured for the remainder of the year.
We also remain active in evaluating additional partnership opportunities to support future growth, as well as new insurance product launches. With respect to the financial results, over the last 12 months, Mount Logan delivered fee-related earnings, or FRE, of $8.4 million, representing a 28% year-over-year increase. Spread-related earnings total $4.6 million for the short trailing 12 months, down from $11.6 million in the prior year, primarily due to actuarial adjustments and soft performance in the sub-managed book of business of the insurance company. The 0.7% spread earnings margins in the trailing 12-month period were below our stated target of 1%. However, we view this as transitory and remain confident in achieving at least 1% spread earnings on our insurance book. Asset management and incentive fees for the quarter totaled $3.3 million compared to $3.8 million in the same period last year.
The year-over-year decline primarily reflects the impact of the wind-down of the Ovation Alternative Income Fund. Management fees are expected to continue to decline as AUM rolls up, and we do not expect to receive incentive fees as it winds down. Partially offsetting this decline was continued growth in fees from the Ability Insurance and Opportunistic Crediting Interval Fund. On the retail front, the opportunity to capture market share remains given the low industry-wide allocation to private alternatives and the large total addressable market. While retail fundraising across private alternative strategies, including private credit, moderated in the second quarter amid broader market uncertainty, we remain committed to this distribution channel and view it as a key driver of long-term growth and go-forward investment.
The Opportunistic Credit Interval Fund, or SOFIX, or Opportunistic and Diversified Credit Interval Fund, delivered another quarter of slight growth, with net assets increasing to $156 million as of June 30. From year to date, through July 29, SOFIX achieved 6.4% in positive performance and demonstrated resiliency amid a period of market disruption. We believe the strong performance thus far in 2024, combined with its approximately 8.6% annualized dividend, positions SOFIX well for the fundraising momentum as a differentiated opportunistic private credit offering. Meanwhile, Alt-CIF our other credit-focused interval fund, reported total net assets of approximately $204 million at quarter end. On the industrial side, our BDC and CLO funds collectively represented approximately $1.1 billion in assets as of quarter end. These vehicles continue to provide good visibility into Mount Logan 's top line, driven by stable fee income generated from their permanent and semi-permanent capital bases.
On July 15th, we announced the successful closing of the business combination between Portman Ridge and Logan Ridge , setting the stage to rebrand the merged entity as BCC Investment Corporation. The newly combined and scaled BDC will trade under the ticker BCIC. We believe this transaction delivers meaningful benefits and includes earnings increases driven by increased scale, with over $600 million in combined assets alongside enhanced operational efficiencies, greater capital flexibility, and improved market liquidity. From an economic standpoint, Mount Logan will achieve increased distributions from Sierra Crest Investment Management and its affiliates, as Sierra Crest will serve as the investment advisor to significantly larger BDCs as BCC Investment Corp. On the CLO side, the AUM for quarter end was approximately $500 million.
We continue to evaluate opportunities to scale our CLO platform, owning with the expected realized managing the CLOs if we took over through the Garrison transaction. Mount Logan m anaged the specialty finance-focused vehicle, the Ovation Alternative Income Fund. SOFIX assets under management declined to approximately $105 million in the second quarter, primarily due to the app still a large asset in the fund. The fund is in wind-down, and our priority is maximizing value for our fund's investors. We remain confident in the long-term opportunity within specialty finance, as we see the compelling segment within private credit given its attractive yield profile, structural projections, ability to serve creditworthy yet underserved market segments that are undervalued, and non-correlation to the traditional sponsor-backed select lending universe. We continue to explore ways to leverage our team's expertise to expand this platform and drive long-term value for shareholders.
On the insurance side, the second quarter investment assets were $1.06 million and are slightly year- over- year. During the second quarter, Mount Logan assumed a new multi-year guaranteed annuity block of $46 million. Ability's total assets managed by Mount Logan were $680 million. The insurance business remains highly strategic for Mount Logan, and a key growth looking ahead is through the powerful flywheel effects of owning insurance and managing an increasingly larger portion of the assets in-house. Before I turn the call over to Nikita Klassen, I would like to take a moment to reiterate our continued enthusiasm about Mount Logan's long-term outlook and the opportunities that lie ahead. The investment business defined by sustained profitability across two core segments with clear visibility into near-term organic growth within our asset management insurance segment.
The acquisition and investment in Ability remains the best example of how Mount Logan can drive growth organically. Since acquiring Ability, Mount Logan secured over $40 million in capital to support MIDE reinsurance agreements and increased our managed AUM to $680 million. Today, Ability generates approximately $6.4 million in annual growth run rate management fees and contributed $4.6 million in spread related earnings over the last 12 months and is a centerpiece of our forward-looking business strategy. While our near-term focus remains on the 180 Degree Capital transaction, we remain committed to driving growth across our business, achieving excellent results for investors and shareholders in our managed vehicles. With that, I will hand those calls over to Nikita to walk you through our financial results for the quarter.
Thanks, Ted. Good morning, everyone. I will now summarize our key results for the second quarter of 2025. As a reminder, all figures represented in this call will be in U.S. dollars. Mount Logan's functional and presentation currently. For our asset management segment in the second quarter of 2025, we generated $4.5 million in revenue. Breaking down our asset management revenue further, our CLOs generated approximately $714,000 in management fees for the quarter. Ovation generated $517,000 in management fees from its underlying funds, and we also earned $340,000 in seven other manager fees. SOFIX, our interval fund, generated $917,000 in management and incentive fees. With regards to our BDC, Logan Ridge generated roughly $800,000 in management fees, and we recognized a modest gain on our minority interest in Sierra Crest, which manages the Portman Ridge BDC.
While these results contributed to revenues increasing by 42% quarter- over- quarter, the main driver is the increase in unrealized gains from our investments held in Runway and other assets. The asset management segment results also are impacted by Alt-CIF, another interval fund, for which the related net losses recorded within administration and servicing fees. Net losses on Alt-CIF were approximately $744,000 for the quarter, driven by declining AUM and higher recurring non-reimbursable expenses of the fund. We incurred approximately $114 million in operating expenses in the asset management segment in the second quarter. This includes $4.9 million of corporate overhead expenses, of which $2.3 million is attributable to transaction costs related to the TURN transaction.
Excluding these corporate overhead costs, asset management operating expenses increased 19% quarter- over- quarter due to the higher economic loss over Alt-CIF and amortization expense on the Ovation FMA, as it mirrors the net asset value decline in the underlying fund. For the quarter ended June 30th, Mount Logan incurred $1.9 million in interest in credit facility expenses, which primarily relates to our corporate credit facility and debenture unit. The interest expense increased slightly quarter- over- quarter due to the paid-in-kind interest on our debenture. Fee-related earnings were $8.4 million for the trailing 12 months ended June 30th, 2025, and increased to $1.8 million compared to the trailing 12 months ended June 30th, 2024. FRE increased year-o ver- year due to the increase in fee revenue, equity investment earnings from Sierra Crest, and other income, combined with decrease in general and admin expenses, other expenses, and increase in tax.
Fee revenue primarily increased due to the increased AUM for Ability 's SOFIX and First Trust's SMA, as well as our growth in SOFIX's paid incentive fee, net investment income, that drove the company's increased incentive fee. Equity investment earnings increased for the trailing 12 months ended June 30th, despite lower Portman Ridge fees earned as there were lower expenses incurred as the Sierra Crest investment manager. General and management expenses decreased due to the expiration of the transition services agreement, and tax expenses decreased due to overall net loss. The increase in FRE was partially offset by subtle increases in compensation costs from increased headcount. Moving on to our insurance business, the insurance business generated $16.7 million in revenue, a slight decrease of $2.3 million compared to the prior quarter.
The increase in revenue was primarily attributable to the $3.5 million increase in insurance service bills due to losses recorded on the newly assumed MIDE business, which are treated as owner's contracts on day one by SRS, and a $1.9 million decrease in net gains from investment activity due to higher treasury yields. The decreases were partially offset by a $1.5 million increase in realized and unrealized losses on embedded services attributed to our funds held assets, and a $1.6 million increase in net investment income due to lower investment expenses on assets held by the company under the MODCO agreement with Vista. The insurance business incurred total expenses of $13.2 million, a decrease of $10.1 million quarter- over- quarter. The decrease was mainly driven by higher treasury yields in the current quarter, which resulted in insurance finance expenses being $13.1 million lower compared to the prior quarter.
This decrease was partially offset by higher net investment income, $2.6 million on assets held by the company under its modified co-insurance agreement with Vista. There also was a $369,000 increase in general and admin expenses due to higher credit loss provisions on several of the investment assets. SRE, or S.R.E., spread-related earnings were $4.6 million for the trailing 12 months ended June 30th, 2025, compared with $11.6 million for the trailing 12 months ended June 30th, 2024, a decrease of $7 million. The SRE decrease year- over- year was due to higher cost of funds, partially offset by lower operating expenses.
Cost of funds increased due to an unfavorable impact in the in-force update of $1.8 million related to the Guardian block of our LTC business, whereas for the trailing 12 months ended June 2024, there was a favorable in-force impact of $4.8 million on the Medico block of our LTC business. Additionally, higher interest depletion on our LTC liability further contributed to the increase in cost of funds. Other operating expenses have decreased as a result of ongoing efforts to streamline operations and reduce expenses. Mount Logan reported a second diluted loss per share of $0.12 for the second quarter of 2025. This is compared to the second diluted loss per share of $0.48 for the three months ended March 31st, 2025.
The increase in earnings per share resulted from a decrease in net insurance finance expense and an increase in net investment income within the insurance segment growth per quarter. As of June 30, 2025, Mount Logan Capital Inc.'s balance sheet reflected total assets of $1.73 billion, total liabilities of $1.68 billion, and shareholders' equity of $45.8 million. The decrease in shareholders' equity from the first quarter was due to cumulative net losses and distributions based upon the shares. On the asset management side of the stock, total assets decreased slightly by 1.5% quarter- over- quarter to $59.9 million. This is primarily driven by the decrease in intangible assets due to the liquidation of a large asset from the Ovation Fund. This is because the amortization method on the Ovation Investment Management Agreement mirrors the net asset runoff on the managed assets.
The decrease in assets was partially offset by an increase in other assets. Other assets had increased due to the first half assets arising from accounting and tax differences. Asset management total liabilities increased 4.8% to $102.6 million, driven by an increase in our due discount. SOFIX's expenses payable have grown in the second quarter in anticipation of the special dividend payment made in mid-July to Logan Ridge shareholders. The quarter of net economic loss attributable to the company's service agreement with Sierra Crest also increased the company's payable under the cost tax. On the insurance side of the balance sheet, total assets increased quarter- over- quarter by $26 million, or 1.6% to $1.7 billion. The increase in assets was attributable to an increase in investment as the new MIGA business from the National Security Insurance Company, or NSIC, was ceded to Ability.
This increase was partially offset by a decrease in reinsurance assets due to recovery from reinsurance. Our insurance segment reported total liabilities of $1.6 billion, representing an increase of $22.5 million from March 31st, 2025. The increase in liabilities was attributable to increases in insurance contract liabilities of $30.9 million due to the assumption of the aforementioned new MIGA business, partially offset by higher treasury yields leading to a lower present value of liabilities. The increase was partially offset by a $4.3 million decrease in the investment contract liabilities as a result of increased MIGA surrenders as well as claim payments, partially offset by interest depletion on the MIGA liabilities. Our interest rate swap derivatives decreased by $1.4 million due to higher yields. Further, the funds withheld liability also decreased $1.1 million due to recovery from stress debriefs.
Overall, the company has experienced fairly consistent SRE and FRE over the last 12 months, and we look forward to the transformative height for our second half of the year ahead for Mount Logan in anticipation of the TURN transaction. I will now turn the call back to Ted for some closing remarks.
Thanks, Nikita. In closing, we're very excited about the prospects of our business, which reflect the durability of Mount Logan's fee and spread-related business model. Our managed fund's performance remains strong with low volatility, underpinned by our focus on investing in high-quality private credit assets that exhibit strong risk-adjusted returns. We remain excited about the opportunities to deploy capital and increase our asset management while we remain focused on enacting operational improvements to increase profitability across our business. We remain excited about the anticipated completion of our transformative business combination with 180 Degree Capital. We agree that the increased scale and expanded investor numbers will slightly enhance our ability to drive growth in both fee and spread-related earnings. A U.S. NASDAQ listing is expected to broaden our investor base and improve liquidity in our shares, which we hope unlocks valuation expansion and future capital formation. This concludes our prepared remarks. We'll now transition the call to the Q&A session if the operator is pleased to remain.
Thank you. We will now begin the question- and- answer session. As a reminder, if you would like to ask a question today, please do so now by pressing star, followed by the number one on your telephone keypad. If you change your mind or you feel like your question has already been answered, you can press star, followed by two to withdraw yourself from the queue. Our first question today comes from Matthew Lee with Canaccord Genuity . Please go ahead, Matthew Lee. Matthew Lee, your line is now open. Please proceed with your question.
Hi there. Can you hear me now? Hello?
Yeah, I can hear you.
Hi. Okay, great. When we started thinking about the year, we kind of came up with an FRE and SRE of $11.9 million each, I think, at the beginning of the year. Obviously, the first- half has not been on that run rate. How do we get back to that? Is something structurally different now than what you had expected going into 2025?
Thanks for the question. I think, obviously, the way interest rates behave from a macro perspective does have an impact. We are sheltered a little bit by our $187 million hedge that we have that covers some of our investment portfolio. I'd say the other pieces that we've been looking at is our legacy mortgage book hasn't been performing as well as we would have liked it to perform. That's contributing to a little bit of the drag this quarter and some of the reserves that we've put up against that book. We're also looking at sort of doing workout arrangements with these mortgages, which can take a little bit of time, which you should see happening in the second half of the year. In terms of getting back on track, as we said, the insurance business is the flywheel to Mount Logan' s performance.
With the additional capital that will come with the TURN merger closing, I think it's really looking at how we can put that into its best use to generate return for investors. Hopefully, that'll result in meaningful attributes directly linked to FRE on that perspective.
Yeah. There are a bunch of one-time things that happened this year, which we just don't think are ongoing. We do have a lot of cash in our insurance company today that we can do with that, and obviously, we'll benefit. Between that and, as we indicated, through this closing transaction and some organic things we're doing, we expect to reach the point where we grow.
Okay. That's helpful. I might have missed this one because I was on another call. Can you update us on the timing of the TURN close and any more transaction costs expected for the year?
That's the first part of it. You know, obviously, voting just opened recently, and we feel very, very good about where we stand today. The actual date of the vote is August 22nd, and that's kind of what we're pushing for. If we get the vote, we expect to close sometime at the end of the third or end of the fourth quarter.
Okay, that's helpful.
On the cost side, I think the bulk of the cost was incurred with getting the merger agreement signed, getting the proxy on file with the SEC, which was declared effective in early July. Any incremental costs now are really just part of the natural closing process. We don't expect sort of the run rate that we had over the past six months to continue.
Okay. That's helpful. Thanks.
Thank you. The next question comes from Chuck Burns with CIBC. Please go ahead.
Good morning. I think there's a short question on if you could again review briefly. Maybe you touched on it in terms of capital, but with the 180 Degree Capital merger almost done or almost at the finish line, can you briefly go over the main benefits of the combination?
Yeah, for sure. Great question. We could have hit that a little harder. Number one is, obviously, you know it's going to increase the scale so that offsets some of the public company costs that we bear. We do think we'll trade a lot better and have a lot more liquidity from the income aspect. CDL Canada has been a fantastic partner for us over the last period of time. Broadening liquidity and getting a bigger market cap, I think, is going to be very, very helpful for our valuation. Obviously, that transaction comes with some cash. That cash is the management team at TURN has done a really good job of increasing that. Since we've announced the deal, their NAV is higher. We plan to use some of that cash to help drive some of our organic opportunities that we're looking at.
The last thing I'd say is, you know the management team of 180 Degree Capital brings the skill set that we don't have. We actually think that it's very creative from a deal closing perspective, and that should help with fundraising, capital market fees, and everything else that goes along with it. This is a very, very big deal for our shareholders, and people are very focused on trying to get it done.
Okay, thanks very much.
Thanks, Chuck.
Thank you. The next question comes from Masa Song with TD Securities. Please go ahead.
Hi. I'm grateful for taking my question. I have two questions. First is on the growing private credit sector. With Manulife's acquisition of Comvesk earlier this week, which is quite interesting, is there anything you can share on your current M&A pipeline?
Yeah, good question, actually. That Comvesk deal, for those who don't know, was acquired by Manulife. That business is a pretty good comp for what we're doing. Obviously, if you look on any multiple on either cash flow or what's publicly available in the event, it's obviously a very high multiple. You've seen a wave of consolidation in our space at very, very high multiples, implying a lot of a lot higher stock price for Mount Logan. That's number one. Number two is, our M&A pipeline is probably the highest it's been in a very long time. We're working on a bunch of M&A deals right now. I think it all goes back to the same theme, which is scale matters. I think a lot of people have been quoting that, showing with a big platform like ourselves allows you to get to enhanced benefits of growth and scale. We think we're one of the biggest consolidators and beneficiaries of this. Your point about Comvesk is a good one. I think it highlights the value on these platforms.
Thank you. That's very good, Heather. My follow-up is on any potential macro headwinds that you're seeing or currently monitoring, just given the ongoing economic uncertainty.
Yeah. I mean, I would say the number one thing we're sensitive to is fund analysis. As of now, we don't expect to have—our portfolio is in very, very good shape right now. That is probably the biggest thing we have to focus on. Honestly, there's a lot of discussion on rates. A lot of what's happening today is actually inflationary versus deflationary. We don't really foresee massive rate cuts, but we should be okay from that perspective. Again, our investment strategy is in very safe assets. Like our insurance assets that represent a big chunk of our AUM are largely investment-grade. The rest of our portfolio, generally speaking, is senior in the capital structure. We feel like we don't know what's going to happen in the next 12, 18 months, but we feel like our business is relatively insulated from it.
The last thing I'd say is our revenue streams largely are relatively stable systems. We don't generate a lot of incentive; we don't generate a lot of market-based performance fees. Again, our FRE should be relatively insulated from changes in, you know, from the shifting statements.
Yeah, that's reassuring to hear. Thanks again for the call. I will pass the line.
Thank you.
As a reminder, if you would like to ask a question today, please do so now by pressing star, followed by the number one on your telephone keypad. At this time, we have no further questions, and I'll turn the call back to the management team for any closing comments.
Thank you, everyone, for your time today. As always, we're happy to make ourselves available for any questions you may have on the business. We look forward to speaking with you to recap Q3 2025 results in November. We hope you guys all have a great time of summer and a great weekend. Thank you.
Thank you, everyone, for joining us today. This concludes our call, and you may now disconnect your line.