TIPTREE INC
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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FY2023 · Filed Feb 29, 2024
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Tiptree Inc. has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Tiptree Inc. | ||
| Date: | February 29, 2024 | By:/s/ Jonathan Ilany |
|---|---|---|
| Jonathan Ilany | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| Signature | Title | Date |
|---|---|---|
| /s/ Jonathan IlanyJonathan Ilany | Chief Executive Officer and Director (Principal Executive Officer) | February 29, 2024 |
| /s/ Scott McKinneyScott McKinney | Chief Financial Officer (Principal Financial Officer andPrincipal Accounting Officer) | February 29, 2024 |
| /s/ Michael G. BarnesMichael G. Barnes | Executive Chairman and Director | February 29, 2024 |
| /s/ Randy S. MaultsbyRandy S. Maultsby | President and Director | February 29, 2024 |
| /s/ Paul M. FriedmanPaul M. Friedman | Director | February 29, 2024 |
| /s/ Lesley Goldwasser Lesley Goldwasser | Director | February 29, 2024 |
| /s/ Bradley E. SmithBradley E. Smith | Director | February 29, 2024 |
| /s/ Dominique MielleDominique Mielle | Director | February 29, 2024 |
Schedule II — Financial Information of Registrant
| TIPTREE INC. | |||
|---|---|---|---|
| PARENT COMPANY ONLY STATEMENTS OF INCOME | |||
| (All amounts in thousands) | For the Year Ended December 31, | ||
| 2023 | 2022 | 2021 | |
| Revenues | |||
| Net realized and unrealized gains (losses) | $6,126 | $— | $— |
| Interest income | 4,522 | 277 | 259 |
| Other revenue | 302 | 4 | 67 |
| Total revenues | 10,950 | 281 | 326 |
| Expenses | |||
| Employee compensation and benefits | 30,115 | 27,188 | 28,060 |
| Interest expense (1) | 163 | 123 | — |
| Professional fees | 4,511 | 6,532 | 6,656 |
| Rent and facilities | 2,003 | 3,126 | 1,993 |
| General and administrative | 868 | 755 | 1,254 |
| Depreciation and amortization | 1,327 | 805 | 805 |
| Other expenses | 1,390 | 1,675 | 1,305 |
| Total expenses | 40,377 | 40,204 | 40,073 |
| Equity in earnings (losses) of subsidiaries, net of tax (1) | 40,386 | 24,778 | 73,164 |
| Income (loss) before taxes | 10,959 | (15,145) | 33,417 |
| Less: provision (benefit) for income taxes | (2,992) | (6,871) | (4,715) |
| Net income (loss) attributable to Tiptree Inc. common stockholders | $13,951 | $(8,274) | $38,132 |
| TIPTREE INC. | ||
|---|---|---|
| PARENT COMPANY ONLY BALANCE SHEETS | ||
| (All amounts in thousands, except share data) | As of December 31, | |
| 2023 | 2022 | |
| Assets | ||
| Investment in subsidiaries (1) | $304,866 | $293,050 |
| Cash and cash equivalents | 45,098 | 126,111 |
| Available for sale securities, at fair value | 30,475 | — |
| Equity securities | 37,753 | — |
| Notes and accounts receivable, net | 2,124 | 3,300 |
| Income taxes receivable | 304 | 15,956 |
| Deferred tax assets | 22,636 | 17,571 |
| Right of use assets - operating leases | 12,021 | 13,570 |
| Other assets | 12,338 | 8,768 |
| Total assets | $467,615 | $478,326 |
| Liabilities and Stockholders’ Equity | ||
| Liabilities | ||
| Operating lease liability | $15,829 | $18,079 |
| Intercompany payables, net (1) | 16,865 | 48,186 |
| Accrued expenses | 18,055 | 14,696 |
| Total liabilities | $50,749 | $80,961 |
| Stockholders' Equity | ||
| Preferred stock: $0.001 par value, 100,000,000 shares authorized, none issued or outstanding | $— | $— |
| Common stock: $0.001 par value, 200,000,000 shares authorized, 36,756,187 and 36,385,299 shares issued and outstanding, respectively | 37 | 36 |
| Additional paid-in capital | 382,239 | 382,645 |
| Accumulated other comprehensive income (loss), net of tax | (26,073) | (39,429) |
| Retained earnings | 60,663 | 54,113 |
| Total stockholders’ equity | 416,866 | 397,365 |
| Total liabilities and stockholders' equity | $467,615 | $478,326 |
| TIPTREE INC. | |||
|---|---|---|---|
| PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS | |||
| (All amounts in thousands) | For the Year Ended December 31, | ||
| 2023 | 2022 | 2021 | |
| Operating Activities: | |||
| Net income (loss) attributable to Tiptree Inc. common stockholders | $13,951 | $(8,274) | $38,132 |
| Adjustments to reconcile net income to net cash provided by operating activities | |||
| Equity in earnings of subsidiaries(1) | (40,386) | (24,778) | (73,164) |
| Net realized and unrealized (gains) losses | (6,126) | — | — |
| Amortization/accretion of premiums and discounts | (1,899) | — | — |
| Depreciation expense | 1,327 | 805 | 805 |
| Deferred provision (benefit) for income taxes | (5,453) | 1,048 | (528) |
| Non-cash lease expense | 1,970 | 2,512 | 1,843 |
| Non-cash compensation expense | 5,845 | 7,093 | 8,580 |
| Net changes in other operating assets and liabilities | 13,032 | (4,054) | 5,412 |
| Net cash provided by (used in) operating activities | (17,739) | (25,648) | (18,920) |
| Investing Activities: | |||
| Purchases of investments | (149,309) | — | — |
| Proceeds from sales and maturities of investments | 90,811 | — | — |
| Proceeds from the sale of businesses | — | — | 125 |
| Proceeds from notes receivable | — | — | 169 |
| Issuance of notes receivable | — | — | (432) |
| Net cash flows provided by (used in) provided by investing activities | (58,498) | — | (138) |
| Financing Activities: | |||
| Distributions from subsidiaries (1) | 35,906 | 99,965 | 30,996 |
| Proceeds from intercompany notes payable (1) | — | 43,281 | — |
| Repayment of intercompany notes payable (1) | (33,281) | — | — |
| Cash received for the exercise of warrants | — | 13,724 | — |
| Dividends paid | (7,401) | (5,759) | (5,409) |
| Repurchases of common stock | — | (1,727) | (2,882) |
| Subsidiary RSU exchanges | — | (181) | (1,458) |
| Cash paid in connection with the vesting of units | — | — | (445) |
| Net cash provided by (used in) financing activities | (4,776) | 149,303 | 20,802 |
| Net increase (decrease) in cash and cash equivalents | (81,013) | 123,655 | 1,744 |
| Cash and cash equivalents at beginning of period | 126,111 | 2,456 | 712 |
| Cash and cash equivalents at end of period | $45,098 | $126,111 | $2,456 |
| Cash (received) paid for income taxes | $(15,708) | $(155) | $61 |
Note 1. Basis of Presentation
Tiptree Inc. (together with its consolidated subsidiaries, collectively, Tiptree, the Company, or we) is a Maryland Corporation that was incorporated on March 19, 2007. Tiptree’s common stock trades on the Nasdaq Capital Market under the symbol “TIPT”. Tiptree is a holding company that combines specialty insurance operations with investment management capabilities. We allocate our capital across our insurance operations and other investments. We classify our business intotwo reportable segments: Insurance and Mortgage. We refer to our non-insurance operations, assets and other investments, which is comprised of our Mortgage reportable segment and our non-reportable segments and other business activities, as Tiptree Capital.
Pursuant to the terms discussed in Note—(11) Debt, net in the notes to consolidated financial statements, indebtedness of subsidiaries of Tiptree limits that subsidiary’s ability to pay dividends or make distribution to Tiptree Inc. In addition, certain other subsidiaries’ activities are regulated, or subject to specific restriction on transfers as a result of financing arrangements. As a result of these restrictions, these financial statements of the Registrant have been prepared in accordance with Rule 12-04 of Regulation S-X, as restricted net assets of the Company's subsidiaries (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the Company's consolidated net assets as of December 31, 2023.
These financial statements have been prepared on a "parent-only" basis. Under a parent-only presentation, the Parent Company's investments in subsidiaries are presented under the equity method of accounting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been or omitted. The accompanying financial information should be read in conjunction with the Tiptree Inc. consolidated financial statements and related Notes thereto.
Note 2. Dividends Received
The Company received distributions of $35,906, $99,965 and $30,996 for the years ended December 31, 2023, 2022 and 2021, respectively.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.