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TIPTREE INC

For the period ended Dec 31, 2023. Filed Feb 29, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Feb 29, 2024

TIPT$17.66+0.7%Stored close · as of Nov 9, 2026

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Contents

(11) Debt, net

The following table presents the balance of the Company’s debt obligations, net of discounts and deferred financing costs for our corporate and asset based debt. Asset based debt is generally recourse only to specific assets and related cash flows.

As of December 31, 2023
Corporate debtInsuranceMortgageTotal
Secured revolving credit agreements (1)$130,000$—$130,000
Preferred trust securities (LIBOR + 4.10%)35,000—35,000
8.50% Junior subordinated notes125,000—125,000
Total corporate debt290,000—290,000
Asset based debt
Asset based revolving financing (SOFR + 2.75%)67,138—67,138
Residential mortgage warehouse borrowings (1.75% to 2.75% over SOFR) (2)(3)—54,35054,350
Total asset based debt67,13854,350121,488
Total debt, face value357,13854,350411,488
Unamortized deferred financing costs(8,950)(127)(9,077)
Total debt, net$348,188$54,223$402,411
As of December 31, 2022
Corporate debtInsuranceMortgageTotal
Secured revolving credit agreements (1)$—$—$—
Preferred trust securities (LIBOR + 4.10%)35,000—35,000
8.50% Junior subordinated notes125,000—125,000
Total corporate debt160,000—160,000
Asset based debt
Asset based revolving financing (LIBOR + 2.75%)60,628—60,628
Residential mortgage warehouse borrowings (1.88% to 2.50% over SOFR; 2.00% to 3.00% over BSBY) (2)(3)—47,45447,454
Total asset based debt60,62847,454108,082
Total debt, face value220,62847,454268,082
Unamortized deferred financing costs(8,703)(13)(8,716)
Total debt, net$211,925$47,441$259,366

(1)The secured credit agreements include separate tranches with multiple rate structures that are adjustable based on Fortegra’s senior leverage ratio, which as of December 31, 2023 and 2022 was SOFR +1.50%.

(2)As of December 31, 2023, included (i) a $50,000 line of credit at 1.75%,2.00% and 2.50% over the one month SOFR rate, and (ii) a $65,000 line of credit at 1.75%,2.25% and 2.75% over the one month SOFR rate, with a floor of 4.00%. The balance credit rate on the $50,000 line of credit was 25 basis points lower than the floor. As of December 31, 2022, included (i) a $60,000 line of credit at 2.00%,2.50% and 3.00% over the BSBY rate with a BSBY floor of 0.5% and (ii) a $50,000 line of credit at 1.875%,2.00% and 2.50% over the one month SOFR rate. The balance credit rate on the $50,000 line of credit was 25 basis points lower than the floor.

(3)The weighted average coupon rate for residential mortgage warehouse borrowings was 7.15% and 6.31% at December 31, 2023 and 2022, respectively.

The following table presents the amount of interest expense the Company incurred on its debt for the following periods:

For the Year Ended December 31,
202320222021
Total Interest expense - corporate debt$19,531$19,290$24,425
Total Interest expense - asset based debt8,16110,95013,018
Interest expense on debt$27,692$30,240$37,443

The following table presents the contractual principal payments and future maturities of the unpaid principal balance on the Company’s debt for the following periods:

As of December 31, 2023
2024$54,350
2025—
202667,138
2027130,000
2028—
2029 and thereafter160,000
Total$411,488

The following narrative is a summary of certain terms of our debt agreements for the year ended December 31, 2023:

Corporate Debt

Secured Revolving Credit Agreements

As of December 31, 2023 and 2022, a total of $130,000 and$0, respectively, was outstanding under the revolving line of credit in our insurance business. The maximum borrowing capacity under the agreements as of December 31, 2023 and 2022 was $200,000.

On October 21, 2022, a subsidiary of Fortegra entered into a Second Amended and Restated Credit Agreement by and among Fortegra, and its subsidiary, LOTS Intermediate Co., as borrowers, the lenders from time to time party thereto, certain of Fortegra’s subsidiaries, as guarantors, and Fifth Third Bank, National Association, as the administrative agent and issuing lender (the “Fortegra Credit Agreement”). The Fortegra Credit Agreement provides for a $200,000 revolving credit facility, all of which is available for the issuance of letters of credit, with a sub-limit of $25,000 for swing loans and matures on October 1, 2027.

Junior Subordinated Notes

On October 16, 2017, a subsidiary of Fortegra issued $125,000 of 8.50% Fixed Rate Resetting Junior Subordinated Notes due October 2057. Substantially all of the net proceeds were used to repay the existing secured credit agreement at that time, which was terminated thereafter. The notes are unsecured obligations of the subsidiary and rank in right of payment and upon liquidation, junior to all of the Fortegra subsidiary’s current and future senior indebtedness. The notes are not obligations of or guaranteed by any other subsidiaries of Fortegra, or any other Tiptree entities. So long as no event of default has occurred and is continuing, all or part of the interest payments on the notes can be deferred on one or more occasions for up tofive consecutive years per deferral period. This credit agreement contains customary financial covenants that require, among other items, maximum leverage and limitations on restricted payments under certain circumstances.

Preferred Trust Securities

On June 20, 2007, a subsidiary of Fortegra issued $35,000 of preferred trust securities due June 15, 2037. Interest is payable quarterly at an interest rate of LIBOR plus 4.10%. The Company may redeem the preferred trust securities, in whole or in part, at a price equal to the full outstanding principal amount of such preferred trust securities outstanding plus accrued and unpaid interest.

Asset Based Debt

Asset Based Revolving Financing

On October 16, 2020, subsidiaries of Fortegra entered into athree year $75,000 secured credit agreement, which replaced the individual agreements in its premium finance and warranty service contract finance businesses. The borrowers can select from various borrowing and rate options under the agreement, as well the option to convert certain borrowings to term loans, if no default or event of default exists. The agreement extends up to $20,000 for the Company’s premium finance business and up to $55,000 for its warranty service contract finance business, and is secured by substantially all of the assets of the borrowers thereunder. The obligations under the agreement are non-recourse to The Fortegra Group and its subsidiaries (other than the borrowers and their subsidiaries). On January 31, 2023, subsidiaries of Fortegra amended the asset based revolving financing to increase the revolving commitment to $100,000 and transition to SOFR.

On October 6, 2023, subsidiaries of Fortegra entered into athree-year $125 million secured credit agreement that amends and restates the prior credit agreement dated October 16, 2020. The agreement extends the maturity date of the revolving credit facility from October 2023 to October 2026 and increases the total revolving credit commitments from $100 million to $125 million.

As of December 31, 2023 and 2022, a total of $67,138 and $60,628, respectively, was outstanding under the borrowing related to our premium finance offerings in our insurance business.

Residential Mortgage Warehouse Borrowings

In January 2023, a $60,000 warehouse line of credit was renewed and the maturity date was extended from January 2023 to January 2024. In June 2023, the Company received notification that the warehouse lending partners was exiting the warehouse lending market for this renewed line. In October 2023, the line was terminated and paid in full as the provider exited the warehouse lending market. The Company entered into a new $65,000 warehouse line of credit on September 20, 2023 with similar terms with a maturity date of August 2024.

As of December 31, 2023 and 2022, a total of $54,350 and $47,454, respectively, was outstanding under such financing agreements.

Vessel-Backed Term Loan

The remaining balance of the vessel backed term loan totaling $13,050 was fully repaid at a discount during May 2022, for a net gain of $1,168 during the year ended 2022.

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