EXHIBIT 10.1
PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
UNDER THE TIPTREE INC. 2017 OMNIBUS INCENTIVE PLAN
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Name of Participant:
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[●]
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Maximum Number of Performance Restricted Stock Units (“PRSUs”):
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[●]
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Grant Date
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[DATE]
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This Performance Restricted Stock Unit Agreement (this “Agreement”) is between Tiptree Inc., a Maryland corporation (the “Company”), and the Participant named above.
For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Participant hereby agree as follows:
1.Award of Performance Restricted Stock Units. On the Grant Date, the Company grants to the Participant PRSUs, on the terms and conditions hereinafter set forth and in accordance with the terms of the Tiptree Inc. 2017 Omnibus Incentive Plan (as it may be amended from time to time, the “Plan”), for that number of shares of the Company’s Common Stock, par value $0.001 per share (“Shares”), indicated above.
2.Vesting. Subject to the terms and conditions of this Agreement, the PRSUs shall become vested based upon the achievement by the Company of specified Average Price (defined below) Share prices within five pre-established determination periods (collectively, the “Determination Periods”), in each case, as set forth below and subject to the Participant’s continued service with the Company on any such vesting date together with the additional terms, conditions and limitations set forth below:
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Company Share Price Target*
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Number of PRSUs that Vest
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Determination Period
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$15
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[ ]
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First Determination Period: Not later than [Date] [2 years following Grant Date]
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$20
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[ ]
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Second Determination Period: Not later than [Date] [4 years following Grant Date]
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$30
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[ ]
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Third Determination Period: Not later than [Date] [6 years following Grant Date]
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$45
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[ ]
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Fourth Determination Period: Not later than [Date] [8 years following Grant Date]
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$60
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[ ]
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Final Determination Period: Not later than [Date] [10 years following Grant Date]
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*Company Share Price Targets will be adjusted for dividends.
(a)If the average of the thirty (30) trading day closing stock price of a Share (the “Average Price”) during a given Determination Period does not satisfy the Company Share Price Target set forth in the preceding table for such Determination Period, the PRSUs associated with such Company Share Price Target shall no longer be eligible to vest with respect to that Company Share Price Target. However, such PRSUs may be eligible to vest in a subsequent Determination Period if, but only if, a higher Company Share Price Target is achieved, as described in the following sentence. If the Average Price satisfies a subsequent Company Share Price Target associated with a later occurring Determination Period, the PRSUs associated with any lower Company Share Price Target for which vesting has not occurred will vest during such later Determination Period. For the avoidance of doubt, the “make-up” vesting described in the preceding sentence will only occur if the Average Price during a later Determination Period is equal to or greater than the Company Share Price Target associated with such later Determination Period and not the Company Share Price Target associated with any earlier occurring Determination Period. The date, if any, within a Determination Period when PRSUs become vested as a result of the achievement of a Company Share Price Target is herein referred to as a “Vesting Date.”
(i)Example: If the Average Price during the First Determination Period does not satisfy the $15 Company Share Price Target, the PRSUs associated with the $15 Company Share Price Target shall not vest during the First Determination Period. However, if the Average Price during the Second Determination Period is equal to or greater than the $20 Company Share Price Target, the PRSUs associated with the $15 Company Share Price Target (as well as the PRSUs associated with the $20 Company Share Price Target) shall vest during the Second Determination Period. If the Average Price during the Second Determination Period is
greater than the $15 Company Share Price Target but below the $20 Company Share Price Target, neither the PRSUs associated with the $15 Company Share Price Target nor the PRSUs associated with the $20 Company Share Price Target shall vest during the Second Determination Period.
(b)No PRSUs shall vest following the Final Determination Period and any such PRSUs that remain unvested as of the Final Determination Period shall be forfeited and cancelled as of such date for no consideration.
(c)For purposes of this Agreement, “service with the Company” means the Participant’s continued service as an employee of, or officer or other service provider with, the Company, any parent or subsidiary of the Company or any other entity that directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Company, including Corvid Peak Holdings, L.P. The Participant’s service with the Company shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company regardless of whether pay is suspended during such leave.
3.Exchange Right. Notwithstanding anything in this Agreement to the contrary, in the event that the Company’s stockholders approve an increase to the Plan’s share pool, as set forth in Section 3.1 of the Plan, not later than 30 calendar days from the Company’s 2022 annual meeting of stockholders, the Participant shall have a right to exchange the award of PRSUs under this Agreement, to the extent unvested, for an equal number of shares of unvested Restricted Stock (the “Exchange”). The Participant must provide written notice to the Company of his election of the Exchange not later than 30 days following the date of the stockholder approval described in the preceding sentence. The unvested Restricted Stock received pursuant to the Exchange shall be subject to a restricted stock award agreement, to be approved by the Committee or by the Board, that contains terms and conditions substantially similar to the terms and conditions of this Agreement, including but not limited to vesting and forfeiture; provided, however, that the restricted stock agreement shall provide that the Participant has the right to vote any shares of Restricted Stock of which he is the record owner on the record date for such vote.
4.Issuance of Shares. The Company shall issue to the Participant (or his beneficiary in the event of a Vesting Date that occurs following the death of the Participant) within thirty (30) days following a Vesting Date, a number of Shares equal to the number of PRSUs vesting on such Vesting Date. Such Shares may be delivered to the Participant either by book-entry registration or in the form of a certificate or certificates, registered in the Participant’s name or in the names of the Participant’s legal representatives, beneficiaries or heirs, as applicable. The Participant shall have no further rights with regard to the PRSUs once the underlying Shares have been delivered to the Participant. Notwithstanding the foregoing, the Company, in its sole discretion, may, if Shares are not available under the Plan or any successor plan at the time the PRSUs are settled in accordance with the terms of this Section 4, instead deliver cash equal to the Fair Market Value of the Shares underlying such vested PRSUs.
5.Effect of Termination of Employment.
(a)Except as provided in Section 5(b), the Participant’s rights to PRSUs that are not vested shall be immediately and irrevocably forfeited upon a termination of the Participant’s service with the Company, including the right to receive dividend equivalents as provided in Section 8(b) of this Agreement.
(b)Notwithstanding the foregoing, in the event that a termination of the Participant’s service with the Company occurs:
(i)due to the Participant’s death or due to the Participant’s Disability (as defined below), any unvested PRSUs shall remain outstanding and eligible to vest during each Determination Period that follows such termination if the Company Share Price Targets for such Determination Periods are met in accordance with Section 2; or
(ii)due to (A) a termination of the Participant’s service by the Company without Cause (as defined below), or (B) following the third anniversary of the Grant Date, as a result of the Participant’s Retirement (as defined below), then any unvested PRSUs shall remain outstanding and eligible to vest during each Determination Period that follows such termination if the Company Share Price Targets for such Determination Periods are met in accordance with Section 2; provided, however, that all unvested PRSUs shall be forfeited in the event that the Participant engages in Competition (as defined below).
(c)“Cause” shall mean any one of the following (i) any event constituting “Cause” as defined in any employment agreement, if any, then in effect between the Participant and the Company or any of its Affiliates, (ii) the Participant’s engagement in misconduct which is materially injurious to the Company or any of its Affiliates, (iii) the Participant’s failure to substantially perform his duties to the Company or any of its Affiliates, (iv) the Participant’s repeated dishonesty in the performance of his duties to the Company or any of its Affiliates, (v) the Participant’s commission of an act or acts constituting any (x) fraud against, or misappropriation or embezzlement from the Company or any of its Affiliates, (y) crime involving moral turpitude, or (z) offense that could result in a jail sentence of at least 30 days or (vi) the Participant’s material breach of any confidentiality or non-competition covenant entered into between the Participant and the Company or any of its Affiliates.
(d)“Competition” shall mean the Participant engaging in, participating in, carrying on, owning, or managing, directly or indirectly, either for himself or as a partner, stockholder, officer, director, employee, agent, independent contractor, representative, co-venturer, or consultant (whether compensated or not), any business, partnership, corporation, or other enterprise that is a Competitive Business.
(e)“Competitive Business” shall mean (i) an asset management business of similar size and scope as the Company (a “Competitor”); provided that an asset management business shall be excluded from the definition of Competitor if (A) the average assets under management of that business over the three (3) years prior to the date of termination of the Participant’s service with the Company is equal to or exceeds the greater of (x) $5.0 billion and (y) 120% of the assets under management of, and assets owned by, the Company on the date of the termination of the Participant’s service with the Company, and (B) that such entity has reported EBITDA (or other similar measure) equal to or exceeding 120% of the Adjusted
EBITDA as most recently publicly reported by the Company prior to the date of the termination of the Participant’s service with the Company; or (ii) a business of similar size and scope as, and providing similar products or services to, any subsidiary of the Company, including, if applicable, an asset management subsidiary, which represents more than 20% of the Adjusted EBITDA as most recently publicly reported by the Company, but only if such subsidiary is not being treated as a discontinued operation under GAAP or in the process of being sold or otherwise wound down as of the date of the termination of the Participant’s service with the Company (a “Material Subsidiary Competitor”); provided, however, that the foregoing shall not prohibit the Participant from (i) after the termination of the Participant’s service with the Company, performing services for an entity that is engaged in a Competitive Business, so long as the Participant is not providing services in a material way for that part of the business that is engaged in a Competitive Business and that part of the business that constitutes a Competitive Business does not represent 20% or more of the earnings of such entity; or (ii) being a passive owner of not more than 2% of the outstanding stock of any class of a corporation or other business entity which is publicly traded.
(f)“Disability” shall have the meaning as defined under the Company’s long-term disability plan or policy that covers the Participant, or, in the event that the Company has no long-term disability plan or policy covering the Participant or such definition does not comply with Section 409A of the Code, “Disability” shall have the same meaning as defined under Section 409A of the Code.
(g)“Retirement” shall mean a termination by the Participant of his or her service with the Company following the Participant’s attainment of age fifty-five (55) but only if the Participant has satisfied the Rule of 65 (defined below), provided that the Participant has delivered a “written notice of termination,” which meets the requirements set forth below, to the Company at least thirty (30) days prior to the scheduled Retirement and otherwise complies with the definition of “Retirement” set forth immediately below. For purposes of this definition, “Retirement” will generally mean that the Participant is not working at all, except for (i) engaging in certain charitable or not-for-profit endeavors, (ii) management of the Participant’s personal investments, or (iii) providing advisory services on a limited basis or serving as a member of the board of directors of a public or private company (in each case, other than with respect to a Competitive Business). For purposes of this definition, “a written notice of termination” shall include, but shall not be limited to, a statement of the Participant’s intention to terminate his or her service with the Company that (x) specifies the Participant’s date of termination, (y) certifies that the Participant will not be employed by or provide services to any entity other than personal services provided to a charitable or non-profit organization, advisory services provided to an individual or entity on a limited basis or service as a member of the board of directors of a public or private company on the terms set forth above (and, if accepting such employment or providing such services, identifying the organization, individual or entity, as applicable, by name and describing the position, duties and/or relationships with such organization, individual or entity, as applicable), and (z) acknowledges the Participant’s agreement to provide other information regarding the Participant's reasons for termination and subsequent business activity upon request of the Company. For purposes of the definition of “Retirement”, “Rule of 65” means that the sum of the Participant’s age and years of combined
and continuous service with the Company equals at least sixty-five (65). For purposes of determining the Rule of 65, only full years of service with the Company shall count as years of combined and continuous service.
6.Effect of a Change in Control. In the event of a Change in Control, unvested PRSUs that have not been previously forfeited shall (a) with respect to that portion of the unvested PRSUs, if any, that are associated with a Company Share Price Target(s) that is less than or equal to the transaction value on a per Share basis, immediately vest, with the Company issuing to the Participant on the effective date of the Change in Control a number of Shares equal to the number of PRSUs vesting on such date; and (b) with respect to that portion of the PRSUs, if any, that are associated with a Company Share Price Target(s) that is greater than the transaction value on a per Share basis, be immediately and irrevocably forfeited for no consideration, unless otherwise assumed in the Change in Control.
7.Transfer Restrictions.
(a)Notwithstanding anything to the contrary in this Agreement, the PRSUs may not be sold, assigned, transferred, pledged, or otherwise encumbered by the Participant.
(b)No transfer by will or the applicable laws of descent and distribution of any Shares which are issuable to the Participant upon settlement of the PRSUs by reason of the Participant’s death shall be effective to bind the Company unless the Committee administering the Plan shall have been furnished with written notice of such transfer and a copy of the will or such other evidence as the Committee may deem necessary to establish the validity of the transfer.
8.Distributions and Adjustments.
(a)If there is any change in the number or character of the Shares without additional consideration paid to the Company (through any stock dividend or other distribution, recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or otherwise), other than a dividend in which the PRSU is credited with dividend equivalent rights pursuant to Section 8(b) below, the Committee administering the Plan shall, in such manner and to such extent (if any) as it deems appropriate and equitable, adjust the number of PRSUs subject to this Agreement and the Company Share Price Targets accordingly, in its sole discretion. Any fractional PRSU resulting from an adjustment under this Section 8(a) shall be rounded down to the nearest whole unit.
(b)Unvested PRSUs shall not be entitled to be credited with dividend equivalents.
9.Taxes.
(a)The Participant acknowledges that the Participant shall consult with the Participant’s own tax advisor regarding the federal, state and local tax consequences of the grant of the PRSUs, payment of dividend equivalents on the PRSUs, the vesting of the PRSUs and
issuance of Shares to the Participant in settlement of the PRSUs, the Exchange, and any other matters related to this Agreement. The Participant is relying solely on the Participant’s advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant is solely responsible for the Participant’s own tax liability that may arise as a result of this grant or any other matters related to this Agreement.
(b)In order to comply with all applicable federal, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all income and payroll taxes, which are the Participant’s sole and absolute responsibility, are withheld or collected from the Participant at the minimum required withholding rate.
(c)In accordance with the terms of the Plan, and such rules as may be adopted by the Committee administering the Plan, the Participant may elect, on or before the date that the amount of any tax required to be withheld is determined, to satisfy any applicable tax withholding obligations arising from the receipt of, or the lapse of restrictions relating to, the PRSUs (including property attributable to the PRSUs described in Section 8(b) above) by:
(i)delivering cash (including check, draft, money order or wire transfer made payable to the order of the Company),
(ii)to the extent permitted by the Committee, in its sole discretion, having the Company withhold a portion of the Shares to be issued to the Participant in settlement of the PRSUs having a Fair Market Value equal to the minimum tax withholding amount for such taxes (at the time of settlement and/or upon the earlier vesting of the PRSUs, as applicable), or
(iii)delivering to the Company Shares having a Fair Market Value equal to the minimum tax withholding amount for such taxes. The Company shall not deliver any fractional Share but shall pay, in lieu thereof, the Fair Market Value of such fractional Share.
10.General Provisions.
(a)Interpretations. This Agreement is subject in all respects to the terms of the Plan. A copy of the Plan is available to the Participant upon request. Terms used herein which are defined in the Plan shall have the respective meanings given to such terms in the Plan, unless otherwise defined herein. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan shall govern. Any question of administration or interpretation arising under this Agreement shall be determined by the Committee administering the Plan, and such determination shall be final, conclusive and binding upon all parties in interest.
(b)No Right to Continued Service. Nothing in this Agreement or the Plan shall be construed as giving the Participant the right to be retained as an employee, officer or other service provider to the Company. In addition, the Company may at any time dismiss the Participant from service free from any liability or any claim under this Agreement, unless otherwise expressly provided in this Agreement.
(c)Securities Matters. The Company shall not be required to issue or deliver any Shares until the requirements of any federal or state securities or other laws, rules or regulations (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied.
(d)Headings. Headings are given to the sections and subsections of this Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Agreement or any provision hereof.
(e)Saving Clause. If any provision(s) of this Agreement shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.
(f)Section 409A of the Code. The PRSUs granted hereunder are intended to be exempt from, or comply with, the requirements of Section 409A of the Code and shall be interpreted in a manner consistent with that intention. Notwithstanding the foregoing or any provision of the Plan or this Agreement, if any provision of this Agreement contravenes Section 409A of the Code or could cause the Participant to incur any tax, interest or penalties under Section 409A of the Code, the Board or the Committee, as applicable, may, in its sole discretion, and without the Participant’s consent, modify such provision to (i) comply with, or avoid being subject to, Section 409A of the Code, or to avoid the incurrence of any taxes, interest and penalties under Section 409A of the Code, and/or (ii) maintain to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A of the Code. This Section 9(f) does not create an obligation on the part of the Company to modify the Plan or this Agreement and does not guarantee that the PRSUs or Shares distributed hereunder shall not be subject to taxes, interest and penalties under Section 409A of the Code. For purposes of this Agreement, to the extent required to satisfy the requirements of Section 409A of the Code, references to termination of service with the Company shall be required to mean a “separation of service” within the meaning of Section 409A of the Code and the regulations thereunder (after giving effect to the presumptions contained therein).
(g)Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to any Shares issuable upon the vesting of the PRSUs until the date that the Shares are issued to the Participant.
(h)Clawback. If the Company’s fiscal year end financials are restated and it is found that the Participant’s misconduct led to the restatement, any unvested PRSUs granted hereunder may be forfeited and Shares received by the Participant upon settlement of the PRSUs or proceeds received by the Participant upon the sale of Shares received upon settlement of the PRSUs may be recovered in an amount determined by the Committee and to the maximum extent required to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act.
(i)Nature of Payments. This Agreement is in consideration of services performed or to be performed for the Company or any subsidiary, division or business unit of the Company. Any income or gain realized pursuant to this Agreement shall constitute a special incentive payment to the Participant and shall not be taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company or any subsidiary except as may be determined by the Committee or by the Board or board of directors of the applicable subsidiary.
(j)Governing Law. The internal law, and not the law of conflicts, of the State of Maryland shall govern all questions concerning the validity, construction and effect of this Agreement.
(k)Notices. The Participant shall send all written notices regarding this Agreement or the Plan to the Company at the following address:
Tiptree Inc.
299 Park Avenue
13th Floor
New York, New York 10171
Attn: General Counsel
Email: legal@tiptreeinc.com
(l)Benefit and Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors, permitted assigns, and legal representatives. The Company has the right to assign this Agreement, and such assignee shall become entitled to all the rights of the Company hereunder to the extent of such assignment.
**Signature Page Follows**
IN WITNESS WHEREOF, the Company by one of its duly authorized officers has executed this Agreement as of the day and year first above written.
TIPTREE INC.
By:
Name:
Title:
ACKNOWLEDGED AND AGREED
By:
Name:
Dated:
TIPTREE REPORTS SECOND QUARTER AND SIX-MONTH 2021 RESULTS
•Revenues of $299.7 million, an increase of 50.4% from second quarter 2020. Year-to-date revenues of $594.4 million, an increase of 80.7%, driven by growth in insurance and mortgage operations and net realized and unrealized gains in 2021 period compared to losses in 2020 period. Excluding the impact from investment gains and losses, year-to-date revenues increased 34.9% versus prior year.
•Net income for the quarter was $8.0 million, an increase from $3.8 million in 2020. Year-to-date net income of $36.6 million, representing a 20.4% annualized ROAE.
•Adjusted net income of $13.1 million for the quarter, an increase of 24.7% from prior year. Year-to-date adjusted net income of $26.3 million, an increase of 50.7%, driven by improvement in insurance, mortgage and shipping operations. Year-to-date annualized Adjusted ROAE of 13.5%, compared to 9.2% in the prior year period.
•Book value per share of $11.59 as of June 30, 2021, when combined with dividends paid of $0.16 per share, increased 17.9% from the prior year.
•Declared a dividend of $0.04 per share to stockholders of record on August 23, 2021 with a payment date of August 30, 2021.
New York, New York - August 4, 2021 - Tiptree Inc. (NASDAQ:TIPT) (“Tiptree” or the “Company”), a holding company that combines specialty insurance operations with investment management, today announced its financial results for the three and six months ended June 30, 2021.
“Our second-quarter performance was a continuation of positive trends we have experienced over the past year”, said Tiptree Executive Chairman, Michael Barnes. “Fortegra had an extremely strong first half with premium and equivalents growth of 51% while maintaining best-in-class profitability. We continue to believe in the strength of the platform and its ability to produce growth and returns in excess of its peers over the long-term.”
Barnes added, “Our mortgage business had another excellent quarter as the rate environment and home price appreciation continue to be tailwinds. Our shipping business also showed positive results for the quarter based on persistent favorable market conditions, particularly in the dry-bulk sector. Overall, we believe Tiptree is well positioned for the second half of 2021 and going forward.”
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($ in thousands, except per share information)
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Three Months Ended June 30,
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Six Months Ended June 30,
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GAAP:
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2021
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2020
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2021
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2020
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Total revenues
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$
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299,687
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$
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199,194
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$
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594,375
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$
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328,865
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Net income (loss) attributable to common stockholders
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$
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7,969
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$
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3,816
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$
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36,550
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$
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(56,191)
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Diluted earnings per share
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$
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0.22
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$
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0.10
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$
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1.05
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$
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(1.64)
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Cash dividends paid per common share
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$
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0.04
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$
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0.04
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$
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0.08
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$
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0.08
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Return on average equity
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9.0
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%
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5.1
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%
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20.4
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%
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(29.6)
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%
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Non-GAAP: (1)
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Adjusted net income
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$
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13,125
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$
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10,526
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$
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26,280
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$
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17,433
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Adjusted return on average equity
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13.1
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%
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12.2
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%
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13.5
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%
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9.2
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%
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Book value per share
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$
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11.59
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$
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9.97
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$
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11.59
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$
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9.97
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____________________________
(1) For information relating to Adjusted net income, Adjusted return on average equity and book value per share, including a reconciliation to GAAP financials, see “—Non-GAAP Reconciliations” below.
Earnings Conference Call
Tiptree will host a conference call on Thursday, August 5, 2021 at 9:00 a.m. Eastern Time to discuss its second quarter 2021 financial results. A copy of our investor presentation, to be used during the conference call, as well as this press release, will be available in the Investor Relations section of the Company’s website, located at www.tiptreeinc.com.
The conference call will be available via live or archived webcast at http://www.investors.tiptreeinc.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. To participate in the telephone conference call, please dial 1-877-407-4018 (domestic) or 1-201-689-8471 (international). Please dial in at least five minutes prior to the start time.
A replay of the call will be available from Thursday, August 5, 2021 at 1:00 p.m. Eastern Time, until midnight Eastern on Thursday, August 12, 2021. To listen to the replay, please dial 1-844-512-2921 (domestic) or 1-412-317-6671 (international), Passcode: 13720336.
Segment Financial Highlights - Second Quarter and Year-to-date 2021
Insurance (Fortegra Group):
•The Fortegra Group crossed a significant milestone with over $2.0 billion in trailing twelve month gross written premiums and premium equivalents (GWPPE), delivering a 23.8% CAGR since 2017.
•GWPPE of $571.5 million in the second quarter, an increase of 79.2% from the prior year period. Year-to-date GWPPE of $1,076.5 million, up 51.3%, driven by robust 49.6% organic growth across all lines of business.
•Total revenues of $252.3 million, up 52.9% compared to second quarter 2020. Year-to-date revenues of $474.8 million, up 54.0%, driven by growth in domestic admitted and surplus insurance lines, as well as continued growth in fee-based warranty programs. Excluding the impact of realized and unrealized gains and losses, revenues increased by 37.5% over the prior year-to-date period.
•The combined ratio for the quarter was 92.1%, consistent with the prior year. The year-to-date 2021 combined ratio was 91.8%, compared to 92.9% in the prior year period. Technology efficiencies contributed to an improved expense ratio, while the underwriting ratio remained stable.
•Income before taxes of $14.7 million, up 4.4% as compared to second quarter 2020. Year-to-date 2021 income before taxes of $36.2 million compared to a loss before taxes of $13.0 million for the prior year period. Annualized return on average equity was 19.4% for year-to-date 2021, as compared to (5.9)% in 2020.
•Adjusted net income for the quarter was $14.1 million, up 56.8% from the prior year period. Adjusted net income year-to-date was $26.9 million, up 51.6%, driven by revenue growth and an improved combined ratio. The adjusted return on average equity was 18.3% for year-to-date 2021, as compared to 12.8% in 2020.
•The combination of unearned premiums and deferred revenues on the balance sheet of $1,441.1 million grew by $408.5 million, or 39.6%, from June 30, 2020 to June 30, 2021 as a result of Fortegra’s growth in GWPPE.
Mortgage:
•Income before taxes of $5.8 million compared to $7.4 million second quarter 2020. Year-to-date income before taxes of $18.9 million, as compared to $6.3 million in the prior year.
•Adjusted net income of $11.5 million, an increase of $3.9 million from second quarter 2020. The increase was driven by growth in volumes and margins resulting from reduced interest rates and home price appreciation. Adjusted return on average equity was 34.3%.
Results by Segment
We classify our business into two reportable segments, Insurance and Mortgage, with the remainder of our operations aggregated into Tiptree Capital - Other. Corporate activities include holding company interest expense, corporate employee compensation and benefits, and other expenses, including, but not limited to, public company expenses. The following table present summary financial data for the three and six months ended June 30, 2021 and 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Insurance
|
$
|
252,255
|
|
|
$
|
164,954
|
|
|
$
|
474,818
|
|
|
$
|
308,294
|
|
|
Mortgage
|
25,272
|
|
|
28,812
|
|
|
59,766
|
|
|
45,032
|
|
|
Tiptree Capital - other
|
22,160
|
|
|
5,428
|
|
|
59,791
|
|
|
(24,461)
|
|
|
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total revenues
|
$
|
299,687
|
|
|
$
|
199,194
|
|
|
$
|
594,375
|
|
|
$
|
328,865
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes:
|
|
|
|
|
|
|
|
|
Insurance
|
$
|
14,704
|
|
|
$
|
14,088
|
|
|
$
|
36,232
|
|
|
$
|
(13,029)
|
|
|
Mortgage
|
5,775
|
|
|
7,405
|
|
|
18,852
|
|
|
6,315
|
|
|
Tiptree Capital - other
|
2,620
|
|
|
(9,188)
|
|
|
17,614
|
|
|
(54,429)
|
|
|
Corporate
|
(11,624)
|
|
|
(7,871)
|
|
|
(21,831)
|
|
|
(16,174)
|
|
|
Total income (loss) before taxes
|
$
|
11,475
|
|
|
$
|
4,434
|
|
|
$
|
50,867
|
|
|
$
|
(77,317)
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP - Adjusted net income:
|
|
|
|
|
|
|
|
|
Insurance
|
$
|
14,091
|
|
|
$
|
8,988
|
|
|
$
|
26,867
|
|
|
$
|
17,724
|
|
|
Mortgage
|
4,059
|
|
|
7,427
|
|
|
11,524
|
|
|
7,623
|
|
|
Tiptree Capital - other
|
2,064
|
|
|
(221)
|
|
|
2,631
|
|
|
3,070
|
|
|
Corporate
|
(7,089)
|
|
|
(5,668)
|
|
|
(14,742)
|
|
|
(10,984)
|
|
|
Total adjusted net income (1)
|
$
|
13,125
|
|
|
$
|
10,526
|
|
|
$
|
26,280
|
|
|
$
|
17,433
|
|
(1) For further information relating to the Company’s Adjusted net income, including a reconciliation to GAAP income (loss) before taxes, see “—Non-GAAP Reconciliations.”
The table below provides a break down between net realized and unrealized gains and losses from Invesque and other securities which impacted our consolidated results on a pre-tax basis. Many of our investments are carried at fair value and marked to market through unrealized gains and losses. As a result, we expect our earnings relating to these investments to be relatively volatile between periods. Our fixed income securities are primarily marked to market through AOCI in stockholders’ equity and do not impact net realized and unrealized gains and losses until they are sold.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
Net realized and unrealized gains (losses)(1)
|
$
|
3,397
|
|
|
$
|
6,211
|
|
|
$
|
13,612
|
|
|
$
|
(18,580)
|
|
|
|
|
Net realized and unrealized gains (losses) - Invesque
|
$
|
169
|
|
|
$
|
(11,891)
|
|
|
$
|
16,812
|
|
|
$
|
(70,604)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Excludes Invesque and Mortgage realized and unrealized gains and losses.
Non-GAAP
Management uses Adjusted net income and book value per share as measurements of operating performance. Management believes these measures provide supplemental information useful to investors as they are frequently used by the financial community to analyze financial performance and comparison among companies. Management uses Adjusted net income and adjusted return on average equity as part of its capital allocation process and to assess comparative returns on invested capital. Adjusted net income represents income before taxes, less provision (benefit) for income taxes, and excluding the after-tax impact of various expenses that we consider to be unique and non-recurring in nature, stock-based compensation, net realized and unrealized gains (losses), and intangibles amortization associated with purchase accounting. Adjusted net income and Adjusted return on average equity are not measurements of financial performance or liquidity under GAAP and should not be considered as an alternative or substitute for GAAP net income. See “Non-GAAP Reconciliations” for a reconciliation of these measures to their GAAP equivalents.
About Tiptree
Tiptree Inc. (NASDAQ: TIPT) is a holding company that allocates capital across a broad spectrum of businesses, assets and other investments. Our principal operating business, Fortegra, is a specialty insurance underwriter and service provider, which focuses on niche business lines and fee-oriented services. We also allocate capital to a diverse group of businesses and investments that we refer to as Tiptree Capital. For more information, please visit www.tiptreeinc.com.
Forward-Looking Statements
This release contains “forward-looking statements” which involve risks, uncertainties and contingencies, many of which are beyond the Company’s control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. All statements contained in this release that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should,” “target,” “will,” or similar expressions are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations for our businesses and intentions. The forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecast in the forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to those described in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K, and as described in the Company’s other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date of this release. The factors described therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could affect our forward-looking statements. Consequently, our actual performance could be materially different from the results described or anticipated by our forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by the federal securities laws, we undertake no obligation to update any forward-looking statements.
Tiptree Inc.
Condensed Consolidated Balance Sheets
($ in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
|
|
|
June 30,
2021
|
|
December 31, 2020
|
|
Assets:
|
|
|
|
|
Investments:
|
|
|
|
|
Available for sale securities, at fair value, net of allowance for credit losses
|
$
|
447,300
|
|
|
$
|
377,133
|
|
|
Loans, at fair value
|
97,405
|
|
|
90,732
|
|
|
Equity securities
|
204,539
|
|
|
123,838
|
|
|
Other investments
|
206,188
|
|
|
219,701
|
|
|
Total investments
|
955,432
|
|
|
811,404
|
|
|
Cash and cash equivalents
|
141,661
|
|
|
136,920
|
|
|
Restricted cash
|
36,275
|
|
|
58,355
|
|
|
Notes and accounts receivable, net
|
394,348
|
|
|
370,452
|
|
|
Reinsurance receivables
|
762,751
|
|
|
728,009
|
|
|
Deferred acquisition costs
|
306,622
|
|
|
229,430
|
|
|
Goodwill
|
179,236
|
|
|
179,236
|
|
|
Intangible assets, net
|
130,429
|
|
|
138,215
|
|
|
Other assets
|
164,455
|
|
|
162,034
|
|
|
Assets held for sale
|
140,348
|
|
|
181,705
|
|
|
Total assets
|
$
|
3,211,557
|
|
|
$
|
2,995,760
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
Liabilities:
|
|
|
|
|
Debt, net
|
$
|
381,871
|
|
|
$
|
366,246
|
|
|
Unearned premiums
|
968,580
|
|
|
860,690
|
|
|
Policy liabilities and unpaid claims
|
285,640
|
|
|
233,438
|
|
|
Deferred revenue
|
472,610
|
|
|
399,211
|
|
|
Reinsurance payable
|
230,590
|
|
|
224,660
|
|
|
Other liabilities and accrued expenses
|
333,935
|
|
|
362,865
|
|
|
Liabilities held for sale
|
133,282
|
|
|
175,112
|
|
|
Total liabilities
|
$
|
2,806,508
|
|
|
$
|
2,622,222
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 33,395,395 and 32,682,462 shares issued and outstanding, respectively
|
33
|
|
|
33
|
|
|
Additional paid-in capital
|
314,983
|
|
|
315,014
|
|
|
Accumulated other comprehensive income (loss), net of tax
|
2,689
|
|
|
5,674
|
|
|
Retained earnings
|
69,313
|
|
|
35,423
|
|
|
|
|
|
|
|
Total Tiptree Inc. stockholders’ equity
|
387,018
|
|
|
356,144
|
|
|
Non-controlling interests
|
18,031
|
|
|
17,394
|
|
|
Total stockholders’ equity
|
405,049
|
|
|
373,538
|
|
|
Total liabilities and stockholders’ equity
|
$
|
3,211,557
|
|
|
$
|
2,995,760
|
|
Tiptree Inc.
Condensed Consolidated Statements of Operations
($ in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
Earned premiums, net
|
$
|
176,958
|
|
|
$
|
107,255
|
|
|
$
|
323,877
|
|
|
$
|
228,576
|
|
|
|
|
Service and administrative fees
|
63,700
|
|
|
42,865
|
|
|
121,750
|
|
|
86,589
|
|
|
|
|
Ceding commissions
|
3,080
|
|
|
4,535
|
|
|
6,105
|
|
|
11,060
|
|
|
|
|
Net investment income
|
3,234
|
|
|
2,292
|
|
|
6,001
|
|
|
5,780
|
|
|
|
|
Net realized and unrealized gains (losses)
|
36,092
|
|
|
30,110
|
|
|
105,463
|
|
|
(32,331)
|
|
|
|
|
Other revenue
|
16,623
|
|
|
12,137
|
|
|
31,179
|
|
|
29,191
|
|
|
|
|
Total revenues
|
299,687
|
|
|
199,194
|
|
|
594,375
|
|
|
328,865
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
Policy and contract benefits
|
89,193
|
|
|
49,147
|
|
|
156,367
|
|
|
110,023
|
|
|
|
|
Commission expense
|
99,543
|
|
|
67,903
|
|
|
188,188
|
|
|
138,304
|
|
|
|
|
Employee compensation and benefits
|
45,693
|
|
|
40,678
|
|
|
98,617
|
|
|
79,179
|
|
|
|
|
Interest expense
|
8,981
|
|
|
7,646
|
|
|
18,233
|
|
|
15,197
|
|
|
|
|
Depreciation and amortization
|
6,208
|
|
|
4,371
|
|
|
12,142
|
|
|
8,234
|
|
|
|
|
Other expenses
|
38,594
|
|
|
25,015
|
|
|
69,961
|
|
|
55,245
|
|
|
|
|
Total expenses
|
288,212
|
|
|
194,760
|
|
|
543,508
|
|
|
406,182
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes
|
11,475
|
|
|
4,434
|
|
|
50,867
|
|
|
(77,317)
|
|
|
|
|
Less: provision (benefit) for income taxes
|
2,427
|
|
|
(5)
|
|
|
11,179
|
|
|
(21,186)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
9,048
|
|
|
4,439
|
|
|
39,688
|
|
|
(56,131)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: net income (loss) attributable to non-controlling interests
|
1,079
|
|
|
623
|
|
|
3,138
|
|
|
60
|
|
|
|
|
Net income (loss) attributable to common stockholders
|
$
|
7,969
|
|
|
$
|
3,816
|
|
|
$
|
36,550
|
|
|
$
|
(56,191)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
$
|
0.24
|
|
|
$
|
0.11
|
|
|
$
|
1.10
|
|
|
$
|
(1.64)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
$
|
0.22
|
|
|
$
|
0.10
|
|
|
$
|
1.05
|
|
|
$
|
(1.64)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
32,898,769
|
|
|
33,984,195
|
|
|
32,661,195
|
|
|
34,269,096
|
|
|
|
|
Diluted
|
33,567,897
|
|
|
33,984,195
|
|
|
34,842,812
|
|
|
34,269,096
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
|
Tiptree Inc.
Non-GAAP Reconciliations (Unaudited)
Non-GAAP Financial Measures — Adjusted net income and Adjusted return on average equity
The Company defines Adjusted net income as income before taxes, less provision (benefit) for income taxes, and excluding the after-tax impact of various expenses that we consider to be unique and non-recurring in nature, including merger and acquisition related expenses, stock-based compensation, net realized and unrealized gains (losses) and intangibles amortization associated with purchase accounting. We use adjusted net income as an internal operating performance measure in the management of business as part of our capital allocation process. We believe adjusted net income provides useful supplemental information to investors as it is frequently used by the financial community to analyze financial performance between periods and for comparison among companies. Adjusted net income should not be viewed as a substitute for income before taxes calculated in accordance with GAAP, and other companies may define adjusted net income differently.
We define Adjusted return on average equity as Adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholder’s equity during the period. We use Adjusted return on average equity as an internal performance measure in the management of our operations because we believe it gives our management and other users of our financial information useful insight into our results of operations and our underlying business performance. Adjusted return on average equity should not be viewed as a substitute for return on average equity calculated in accordance with GAAP, and other companies may define adjusted return on average equity differently.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2021
|
|
|
|
|
Tiptree Capital
|
|
|
|
|
|
($ in thousands)
|
Insurance
|
|
Mortgage
|
|
Other
|
|
Corporate
|
|
Total
|
|
Income (loss) before taxes
|
$
|
14,704
|
|
|
$
|
5,775
|
|
|
$
|
2,620
|
|
|
$
|
(11,624)
|
|
|
$
|
11,475
|
|
|
Less: Income tax (benefit) expense
|
(3,334)
|
|
|
(1,366)
|
|
|
(34)
|
|
|
2,307
|
|
|
(2,427)
|
|
|
Less: Net realized and unrealized gains (losses)(1)
|
(2,808)
|
|
|
(600)
|
|
|
(142)
|
|
|
—
|
|
|
(3,550)
|
|
|
Plus: Intangibles amortization (2)
|
3,835
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,835
|
|
|
Plus: Stock-based compensation expense
|
500
|
|
|
166
|
|
|
4
|
|
|
479
|
|
|
1,149
|
|
|
Plus: Non-recurring expenses
|
1,834
|
|
|
—
|
|
|
281
|
|
|
2,171
|
|
|
4,286
|
|
|
Plus: Non-cash fair value adjustments
|
—
|
|
|
—
|
|
|
(695)
|
|
|
—
|
|
|
(695)
|
|
|
Less: Tax on adjustments
|
(640)
|
|
|
84
|
|
|
30
|
|
|
(422)
|
|
|
(948)
|
|
|
Adjusted net income
|
$
|
14,091
|
|
|
$
|
4,059
|
|
|
$
|
2,064
|
|
|
$
|
(7,089)
|
|
|
$
|
13,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income
|
$
|
14,091
|
|
|
$
|
4,059
|
|
|
$
|
2,064
|
|
|
$
|
(7,089)
|
|
|
$
|
13,125
|
|
|
Average stockholders’ equity
|
$
|
281,041
|
|
|
$
|
72,364
|
|
|
$
|
121,129
|
|
|
$
|
(73,310)
|
|
|
$
|
401,223
|
|
|
Adjusted return on average equity
|
20.1
|
%
|
|
22.4
|
%
|
|
6.8
|
%
|
|
NM%
|
|
13.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2020
|
|
|
|
|
Tiptree Capital
|
|
|
|
|
|
($ in thousands)
|
Insurance
|
|
Mortgage
|
|
Other
|
|
Corporate
|
|
Total
|
|
Income (loss) before taxes
|
$
|
14,088
|
|
|
$
|
7,405
|
|
|
$
|
(9,188)
|
|
|
$
|
(7,871)
|
|
|
$
|
4,434
|
|
|
Less: Income tax (benefit) expense
|
(2,785)
|
|
|
(1,746)
|
|
|
2,059
|
|
|
2,477
|
|
|
5
|
|
|
Less: Net realized and unrealized gains (losses)(1)
|
(5,635)
|
|
|
1,471
|
|
|
9,841
|
|
|
—
|
|
|
5,677
|
|
|
Plus: Intangibles amortization (2)
|
2,534
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,534
|
|
|
Plus: Stock-based compensation expense
|
492
|
|
|
896
|
|
|
7
|
|
|
657
|
|
|
2,052
|
|
|
Plus: Non-recurring expenses
|
44
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|
85
|
|
|
Plus: Non-cash fair value adjustments
|
—
|
|
|
—
|
|
|
(871)
|
|
|
—
|
|
|
(871)
|
|
|
Less: Tax on adjustments
|
250
|
|
|
(599)
|
|
|
(2,069)
|
|
|
(972)
|
|
|
(3,390)
|
|
|
Adjusted net income
|
$
|
8,988
|
|
|
$
|
7,427
|
|
|
$
|
(221)
|
|
|
$
|
(5,668)
|
|
|
$
|
10,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income
|
$
|
8,988
|
|
|
$
|
7,427
|
|
|
$
|
(221)
|
|
|
$
|
(5,668)
|
|
|
$
|
10,526
|
|
|
Average stockholders’ equity
|
$
|
279,013
|
|
|
$
|
36,646
|
|
|
$
|
119,506
|
|
|
$
|
(89,402)
|
|
|
$
|
345,763
|
|
|
Adjusted return on average equity
|
12.9
|
%
|
|
81.1
|
%
|
|
(0.7)
|
%
|
|
NM%
|
|
12.2
|
%
|
|
|
|
|
|
|
|
|
Notes
|
|
(1)
|
Results for the three months ended June 30, 2021 included $16 of incentive fees paid with respect to specific unrealized and realized gains that are added-back to Adjusted net income.
|
|
(2)
|
Specifically associated with acquisition purchase accounting. See Note (3) Acquisitions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2021
|
|
|
|
|
Tiptree Capital
|
|
|
|
|
|
($ in thousands)
|
Insurance
|
|
Mortgage
|
|
Other
|
|
Corporate
|
|
Total
|
|
Income (loss) before taxes
|
$
|
36,232
|
|
|
$
|
18,852
|
|
|
$
|
17,614
|
|
|
$
|
(21,831)
|
|
|
$
|
50,867
|
|
|
Less: Income tax (benefit) expense
|
(7,763)
|
|
|
(4,462)
|
|
|
(2,941)
|
|
|
3,987
|
|
|
(11,179)
|
|
|
Less: Net realized and unrealized gains (losses)(1)
|
(12,432)
|
|
|
(4,020)
|
|
|
(13,908)
|
|
|
—
|
|
|
(30,360)
|
|
|
Plus: Intangibles amortization (2)
|
7,669
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,669
|
|
|
Plus: Stock-based compensation expense
|
872
|
|
|
331
|
|
|
12
|
|
|
999
|
|
|
2,214
|
|
|
Plus: Non-recurring expenses
|
2,104
|
|
|
—
|
|
|
281
|
|
|
2,171
|
|
|
4,556
|
|
|
Plus: Non-cash fair value adjustments
|
—
|
|
|
—
|
|
|
(1,352)
|
|
|
—
|
|
|
(1,352)
|
|
|
Less: Tax on adjustments
|
185
|
|
|
823
|
|
|
2,925
|
|
|
(68)
|
|
|
3,865
|
|
|
Adjusted net income
|
$
|
26,867
|
|
|
$
|
11,524
|
|
|
$
|
2,631
|
|
|
$
|
(14,742)
|
|
|
$
|
26,280
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income
|
$
|
26,867
|
|
|
$
|
11,524
|
|
|
$
|
2,631
|
|
|
$
|
(14,742)
|
|
|
$
|
26,280
|
|
|
Average stockholders’ equity
|
$
|
292,865
|
|
|
$
|
67,292
|
|
|
$
|
113,430
|
|
|
$
|
(84,295)
|
|
|
$
|
389,292
|
|
|
Adjusted return on average equity
|
18.3
|
%
|
|
34.3
|
%
|
|
4.6
|
%
|
|
NM%
|
|
13.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2020
|
|
|
|
|
Tiptree Capital
|
|
|
|
|
|
($ in thousands)
|
Insurance
|
|
Mortgage
|
|
Other
|
|
Corporate
|
|
Total
|
|
Income (loss) before taxes
|
$
|
(13,029)
|
|
|
$
|
6,315
|
|
|
$
|
(54,429)
|
|
|
$
|
(16,174)
|
|
|
$
|
(77,317)
|
|
|
Less: Income tax (benefit) expense
|
4,878
|
|
|
(1,231)
|
|
|
11,731
|
|
|
5,808
|
|
|
21,186
|
|
|
Less: Net realized and unrealized gains (losses)
|
27,968
|
|
|
2,819
|
|
|
58,396
|
|
|
—
|
|
|
89,183
|
|
|
Plus: Intangibles amortization (2)
|
4,702
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,702
|
|
|
Plus: Stock-based compensation expense
|
843
|
|
|
896
|
|
|
158
|
|
|
1,826
|
|
|
3,723
|
|
|
Plus: Non-recurring expenses
|
2,239
|
|
|
—
|
|
|
—
|
|
|
448
|
|
|
2,685
|
|
|
Plus: Non-cash fair value adjustments
|
—
|
|
|
—
|
|
|
(520)
|
|
|
—
|
|
|
(520)
|
|
|
Less: Tax on adjustments
|
(9,877)
|
|
|
(1,176)
|
|
|
(12,266)
|
|
|
(2,890)
|
|
|
(26,209)
|
|
|
Adjusted net income
|
$
|
17,724
|
|
|
$
|
7,623
|
|
|
$
|
3,070
|
|
|
$
|
(10,984)
|
|
|
$
|
17,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income
|
$
|
17,724
|
|
|
$
|
7,623
|
|
|
$
|
3,070
|
|
|
$
|
(10,984)
|
|
|
$
|
17,433
|
|
|
Average stockholders’ equity
|
277,900
|
|
|
36,934
|
|
|
143,720
|
|
|
(79,252)
|
|
|
379,302
|
|
|
Adjusted return on average equity
|
12.8
|
%
|
|
41.3
|
%
|
|
4.3
|
%
|
|
NM%
|
|
9.2
|
%
|
___________________________
|
|
|
|
|
|
|
|
Notes
|
|
(1)
|
Results for the three months ended June 30, 2021 included $64 of incentive fees paid with respect to specific unrealized and realized gains that are added-back to Adjusted net income.
|
|
(2)
|
Specifically associated with acquisition purchase accounting. See Note (3) Acquisitions.
|
Non-GAAP Financial Measures — Book value per share
Management believes the use of this financial measure provides supplemental information useful to investors as book value is frequently used by the financial community to analyze company growth on a relative per share basis. The following table provides a reconciliation between total stockholders’ equity and total shares outstanding, net of treasury shares.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands, except per share information)
|
As of June 30,
|
|
|
|
|
2021
|
|
2020
|
|
|
|
Total stockholders’ equity
|
$
|
405,049
|
|
|
$
|
347,189
|
|
|
|
|
Less: Non-controlling interests
|
18,031
|
|
|
11,368
|
|
|
|
|
Total stockholders’ equity, net of non-controlling interests
|
$
|
387,018
|
|
|
$
|
335,821
|
|
|
|
|
|
|
|
|
|
|
|
Total common shares outstanding
|
33,395
|
|
|
33,676
|
|
|
|
|
|
|
|
|
|
|
|
Book value per share
|
$
|
11.59
|
|
|
$
|
9.97
|
|
|
|
