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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly period ended June 30, 2021
OR
 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from            to            
Commission File Number: 001-33549
Tiptree Inc.
(Exact name of Registrant as Specified in Its Charter)
Maryland                                38-3754322
(State or Other Jurisdiction of Incorporation of Organization        (IRS Employer Identification No.)

299 Park Avenue, 13th Floor, New York, New York                10171
(Address of Principal Executive Offices)                        Zip Code

Registrant’s Telephone Number, Including Area Code: (212) 446-1400
Securities registered pursuant to Section 12(b) of the Act:
 Title of each class Trading Symbol(s) Name of each exchange on which registered
common stock, par value $0.001 per share TIPT NASDAQ Capital Market
    
    Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x No ¨ 
    Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes x     No   ¨
    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨                    Accelerated filer x
Non-accelerated filer ¨                    Smaller reporting company ☐
                            Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)    Yes☐     No ☒

As of August 2, 2021, there were 33,406,981 shares, par value $0.001, of the registrant’s common stock outstanding.


Tiptree Inc.
Quarterly Report on Form 10-Q
June 30, 2021

Table of Contents
ITEM
Page Number
F- 1
Item 1. Financial Statements (Unaudited)
F- 3
F- 3
F- 4
F- 5
F- 6
F- 8
F- 9
F- 9
F- 9
F- 10
F- 11
F- 12
F- 13
F- 20
F- 20
F- 23
F- 24
F- 25
F- 27
F- 33
F- 34
F- 35
F- 36
F- 37
F- 38
F- 38
F- 41
F- 42
F- 43
F- 43
F- 44
1
26
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27
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PART I. FINANCIAL INFORMATION
Forward-Looking Statements

Except for the historical information included and incorporated by reference in this Quarterly Report on Form 10-Q, the information included and incorporated by reference herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements provide our current expectations or forecasts of future events and are not statements of historical fact. These forward-looking statements include information about possible or assumed future events, including, among other things, discussion and analysis of our future financial condition, results of operations and our strategic plans and objectives. When we use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “project,” “should,” “target,” “will,” or similar expressions, we intend to identify forward-looking statements.

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 forecasted 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 our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, in this Quarterly Report on Form 10-Q and in our other public filings with the SEC.
 
The factors described herein 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 applicable law, we undertake no obligation to update any forward-looking statements.

Market and Industry Data

Certain market data and industry data included in this Quarterly Report on Form 10-Q were obtained from reports of governmental agencies and industry publications and surveys. We believe the data from third-party sources to be reliable based upon our management’s knowledge of the industry, but have not independently verified such data and as such, make no guarantees as to its accuracy, completeness or timeliness.

Note to Reader

In reading this Quarterly Report on Form 10-Q, references to:
“A.M. Best” means A.M. Best Company, Inc.
“CLOs” means collateralized loan obligations.
“Corvid Peak” means collectively: Corvid Peak Holdings, L.P., Corvid Peak Capital Management, LLC, Corvid Peak GP Holdings, LLC. and Corvid Peak Holdings GP, LLC
“EBITDA” means earnings before interest, taxes, depreciation and amortization.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Fortress” means Fortress Credit Corp., as administrative agent, collateral agent and lead arranger, and affiliates of Fortress that are lenders under the Credit Agreement among the Company, Fortress and the lenders party thereto.
“Fortegra” or “The Fortegra Group” means The Fortegra Group, LLC, formerly known as Tiptree Insurance, LLC.
“Fortegra Financial” means Fortegra Financial Corporation.
“Fortegra Warranty” means Fortegra Warranty Holdings, LLC, formerly known as Tiptree Warranty Holdings, LLC.
“GAAP” means U.S. generally accepted accounting principles.
“GSE” means government-sponsored enterprise.
“Invesque” means Invesque Inc.
“Luxury” means Luxury Mortgage Corp.
“NAIC” means the National Association of Insurance Commissioners.
“Reliance” means Reliance First Capital, LLC.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended.
“Sky Auto” means Sky Services LLC.
F - 1

“Smart AutoCare” means the following entities and their subsidiaries operating under the Smart AutoCare brand: SAC Holdings, Inc., Freedom Insurance Company, Ltd., Dealer Motor Services, Inc., Independent Dealer Group, Inc., Ownershield, Inc. and Accelerated Service Enterprise, LLC.
“Tax Act” means Public Law no. 115-97, commonly referred to as the Tax Cuts and Jobs Act.
“Tiptree”, the “Company”, “we”, “its”, “us” and “our” means, unless otherwise indicated by the context, Tiptree Inc. and its consolidated subsidiaries.
“Tiptree Holdings” means Tiptree Holdings, LLC, formerly known as “Caroline Holdings, LLC”.
“Transition Services Agreement” means the Amended and Restated Transition Services Agreement between Corvid Peak and Tiptree Inc., effective as of January 1, 2019.




F - 2
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(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 













See accompanying notes to condensed consolidated financial statements.
F - 3
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(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 





















See accompanying notes to condensed consolidated financial statements.
F - 4
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(in thousands)


Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Net income (loss) $ 9,048  $ 4,439  39,688  (56,131)
Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on available for sale securities:
Unrealized holding gains (losses) arising during the period 315  4,998  (3,555) 5,357 
Related (provision) benefit for income taxes (70) (1,121) 805  (1,179)
Reclassification of (gains) losses included in net income (loss) (192) (87) (320) (91)
Related (provision) benefit for income taxes 43  20  73  21 
Unrealized gains (losses) on available for sale securities, net of tax 96  3,810  (2,997) 4,108 
Other comprehensive income (loss), net of tax 96  3,810  (2,997) 4,108 
Comprehensive income (loss) 9,144  8,249  36,691  (52,023)
Less: comprehensive income (loss) attributable to non-controlling interests 1,078  636  3,126  81 
Comprehensive income (loss) attributable to common stockholders $ 8,066  $ 7,613  $ 33,565  $ (52,104)





































See accompanying notes to condensed consolidated financial statements.
F - 5
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(in thousands, except shares)
Common stock
Number of shares Par value Additional paid-in capital Accumulated other comprehensive income (loss) Retained earnings Total
Tiptree Inc. stockholders’ equity 		Non-controlling interests Total stockholders' equity
Balance at December 31, 2020 32,682,462  $ 33  $ 315,014  $ 5,674  $ 35,423  $ 356,144  $ 17,394  $ 373,538 
Amortization of share-based incentive compensation —  —  1,189  —  —  1,189  782  1,971 
Vesting of share-based incentive compensation 357,970  —  81  —  —  81  (684) (603)
Shares issued in exchange for vested subsidiary awards (1)
676,180  1  2,291  —  —  2,292  (2,342) (50)
Shares purchased under stock purchase plan (528,662) (1) (2,881) —  —  (2,882) —  (2,882)
Shares issued upon exercise of warrants 207,445  —  —  —  —  —  —  — 
Non-controlling interest contributions —  —  —  —  —  —  100  100 
Repurchase of vested subsidiary awards —  —  (780) —  —  (780) (276) (1,056)
Net change in non-controlling
interest 		—  —  69  —  —  69  (69) — 
Dividends declared —  —  —  —  (2,660) (2,660) —  (2,660)
Other comprehensive income (loss), net of tax —  —  —  (2,985) —  (2,985) (12) (2,997)
Net income (loss) —  —  —  —  36,550  36,550  3,138  39,688 
Balance at June 30, 2021 33,395,395  $ 33  $ 314,983  $ 2,689  $ 69,313  $ 387,018  $ 18,031  $ 405,049 
Balance at March 31, 2021 32,538,486  $ 33  $ 313,140  $ 2,592  $ 62,678  $ 378,443  $ 18,956  $ 397,399 
Amortization of share-based incentive compensation —  —  562  —  —  562  454  1,016 
Vesting of share-based incentive compensation 13,284  —  132  —  —  132  230  362 
Shares issued in exchange for vested subsidiary awards (1)
676,180  1  2,291  —  —  2,292  (2,342) (50)
Shares purchased under stock purchase plan (40,000) (1) (431) —  —  (432) —  (432)
Shares issued upon exercise of warrants 207,445  —  —  —  —  —  —  — 
Repurchase of vested subsidiary awards —  —  (780) —  —  (780) (276) (1,056)
Net change in non-controlling interests —  —  69  —  —  69  (69) — 
Dividends declared —  —  —  —  (1,334) (1,334) —  (1,334)
Other comprehensive income (loss), net of tax —  —  —  97  —  97  (1) 96 
Net income (loss) —  —  —  —  7,969  7,969  1,079  9,048 
Balance at June 30, 2021 33,395,395  $ 33  $ 314,983  $ 2,689  $ 69,313  $ 387,018  $ 18,031  $ 405,049 
(1)    Exchange included $50 in cash.









F - 6
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
(in thousands, except shares)
Common stock
Number of shares Par value Additional paid-in capital Accumulated other comprehensive income (loss) Retained earnings Total
Tiptree Inc. stockholders’ equity 		Non-controlling interests Total stockholders' equity
Balance at December 31, 2019 34,562,553  $ 35  $ 326,140  $ 1,698  $ 70,189  $ 398,062  $ 13,353  $ 411,415 
Adoption of accounting standard (1)
—  —  —  42  (42) —  —  — 
Amortization of share-based incentive compensation —  —  1,941  —  —  1,941  1,522  3,463 
Vesting of share-based incentive compensation 455,798  —  (178) —  —  (178) (1,868) (2,046)
Shares purchased under stock purchase plan (1,342,168) (1) (8,499) —  —  (8,500) —  (8,500)
Cash settlement for the exchange of vested subsidiary awards —  —  (587) —  —  (587) (1,220) (1,807)
Net change in non-controlling
interest 		—  —  —  —  —  —  (500) (500)
Dividends declared —  —  —  —  (2,813) (2,813) —  (2,813)
Other comprehensive income (loss), net of tax —  —  —  4,087  —  4,087  21  4,108 
Net income (loss) —  —  —  —  (56,191) (56,191) 60  (56,131)
Balance at June 30, 2020 33,676,183  $ 34  $ 318,817  $ 5,827  $ 11,143  $ 335,821  $ 11,368  $ 347,189 
Balance at March 31, 2020 34,302,131  $ 34  $ 323,064  $ 2,030  $ 8,725  $ 333,853  $ 10,483  $ 344,336 
Amortization of share-based incentive compensation —  —  741  —  —  741  1,179  1,920 
Vesting of share-based incentive compensation 133,089  —  154  —  —  154  (2) 152 
Shares purchased under stock purchase plan (759,037) —  (4,555) —  —  (4,555) —  (4,555)
Non-controlling interest contributions —  —  (587) —  —  (587) (428) (1,015)
Net change in non-controlling
interest 		—  —  —  —  —  —  (500) (500)
Dividends declared —  —  —  —  (1,398) (1,398) —  (1,398)
Other comprehensive income (loss), net of tax —  —  —  3,797  —  3,797  13  3,810 
Net income (loss) —  —  —  —  3,816  3,816  623  4,439 
Balance at June 30, 2020 33,676,183  $ 34  $ 318,817  $ 5,827  $ 11,143  $ 335,821  $ 11,368  $ 347,189 
(1)    Amounts reclassified due to adoption of ASU 2016-13. See Note (2) Summary of Significant Accounting Policies of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.















See accompanying notes to condensed consolidated financial statements.
F - 7
TIPTREE INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)

Six Months Ended
June 30,
2021 2020
Operating Activities:
Net income (loss) attributable to common stockholders $ 36,550  $ (56,191)
Net income (loss) attributable to non-controlling interests 3,138  60 
Net income (loss) 39,688  (56,131)
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Net realized and unrealized (gains) losses (105,463) 32,331 
Net (gain) loss on sale of businesses 789  — 
Non-cash compensation expense 2,213  3,669 
Amortization/accretion of premiums and discounts 1,402  994 
Depreciation and amortization expense 12,142  8,234 
Non-cash lease expense 4,446  4,237 
Dividend reinvestment plan income —  (953)
Amortization of deferred financing costs 774  333 
Loss on extinguishment of debt —  353 
Deferred provision (benefit) for income taxes 10,340  (13,214)
Other 494  127 
Changes in operating assets and liabilities:
Mortgage loans originated for sale (1,733,658) (1,233,528)
Proceeds from the sale of mortgage loans originated for sale 1,833,832  1,337,392 
(Increase) decrease in notes and accounts receivable (18,828) (13,856)
(Increase) decrease in reinsurance receivables (34,742) 20,136 
(Increase) decrease in deferred acquisition costs (77,192) (14,874)
(Increase) decrease in other assets (5,291) (17,826)
Increase (decrease) in unearned premiums 107,889  (42,401)
Increase (decrease) in policy liabilities and unpaid claims 52,202  110 
Increase (decrease) in deferred revenue 73,399  42,855 
Increase (decrease) in reinsurance payable 5,930  (1,647)
Increase (decrease) in other liabilities and accrued expenses (24,763) 3,974 
Net cash provided by (used in) operating activities 145,603  60,315 
Investing Activities:
Purchases of investments (765,351) (687,938)
Proceeds from sales and maturities of investments 644,192  651,214 
Proceeds from the sale of real estate —  499 
Purchases of property, plant and equipment (1,191) (3,083)
Proceeds from the sale of businesses 125  250 
Proceeds from notes receivable 27,044  15,893 
Issuance of notes receivable (30,693) (33,804)
Business and asset acquisitions, net of cash, restricted cash and deposits (1)
—  20,900 
Net cash provided by (used in) investing activities (125,874) (36,069)
Financing Activities:
Dividends paid (2,660) (2,813)
Non-controlling interest contributions 100  — 
Non-controlling interest redemptions (1,106) (1,807)
Payment of debt issuance costs (62) (1,634)
Proceeds from borrowings and mortgage notes payable 1,868,331  1,486,297 
Principal paydowns of borrowings and mortgage notes payable (1,896,753) (1,485,302)
Repurchases of common stock (2,882) (8,500)
Net cash provided by (used in) financing activities (35,032) (13,759)
Net increase (decrease) in cash, cash equivalents and restricted cash (15,303) 10,487 
Cash, cash equivalents and restricted cash – beginning of period 195,275  144,590 
Cash, cash equivalents and restricted cash – beginning of period - held for sale 4,879  7,137 
Cash, cash equivalents and restricted cash – end of period 184,851  162,214 
Less: Reclassification of cash to assets held for sale 6,915  4,303 
Cash, cash equivalents and restricted cash – end of period $ 177,936  $ 157,911 
Supplemental Schedule of Non-Cash Investing and Financing Activities:
Right of use asset obtained in exchange for lease liability $ 2,349  $ 513 
Equity securities acquired as part of a dividend reinvestment plan $ —  $ 953 
Shares issued in exchange for vested subsidiary awards $ 2,292  $ — 
As of
Reconciliation of cash, cash equivalents and restricted cash June 30,
2021 		December 31, 2020
Cash and cash equivalents $ 141,661  $ 136,920 
Restricted cash 36,275  58,355 
Total cash, cash equivalents and restricted cash shown in the statements of cash flows $ 177,936  $ 195,275 
(1)    Changes in balance sheet balances due to acquisitions have been netted down in the respective line items. See Note (3) Acquisitions for additional information.

See accompanying notes to condensed consolidated financial statements.
F - 8
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)



(1) Organization

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 into two 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.

(2) Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements of Tiptree have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) and include the accounts of the Company and its subsidiaries. The condensed consolidated financial statements are presented in U.S. dollars, the main operating currency of the Company. The unaudited condensed consolidated financial statements presented herein should be read in conjunction with the annual audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. In the opinion of management, the accompanying unaudited interim financial information reflects all adjustments, including normal recurring adjustments necessary to present fairly the Company’s financial position, results of operations, comprehensive income and cash flows for each of the interim periods presented. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2021.

Non-controlling interests on the condensed consolidated balance sheets represent the ownership interests in certain consolidated subsidiaries held by entities or persons other than Tiptree. Accounts and transactions between consolidated entities have been eliminated.

Reclassifications

As a result of changes in presentation made in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, certain prior period amounts have been reclassified to conform to the current presentation. These reclassifications had no effect on the reported results of operations.

Recent Accounting Standards

Recently Adopted Accounting Pronouncements

Standard Description Adoption Date Impact on Financial Statements
2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes The standard eliminates the need for an organization to analyze whether the following apply in a given period: (1) exceptions to the incremental approach for intraperiod tax allocation, (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (3) exceptions in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The ASU also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (1) franchise taxes that are partially based on income, (2) transactions with a government that result in a step-up in the tax basis of goodwill, (3) separate financial statements of legal entities that are not subject to tax, and (4) enacted changes in tax laws in interim periods. January 1, 2021 The standard makes changes to areas of tax accounting for transactions and situations which do not currently apply to the Company’s activity, so the adoption of the standard does not currently impact the Company’s financial statements.

Recently Issued Accounting Pronouncements, Not Yet Adopted

During the six months ended June 30, 2021, there were no accounting standards issued applicable to the Company.

F - 9
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


(3) Acquisitions

Acquisitions during 2020

Acquisition of Smart AutoCare

On January 3, 2020, a subsidiary of the Company acquired (the Acquisition) all of the equity interests of Accelerated Service Enterprise LLC, SAC Holdings Inc., Dealer Motor Services, Inc., Independent Dealer Group, Inc., Ownershield, Inc., Freedom Insurance Company, Ltd. (Freedom), SAC Admin, Inc., SAC Insurance Company, Inc., Smart AutoCare, Inc. and Smart AutoCare Administration Solutions, Inc. (together Smart AutoCare), pursuant to the Equity Interest Purchase Agreement (the Purchase Agreement) between Fortegra Warranty Holdings, LLC (Buyer) and Peter Masi (Seller), dated as of December 16, 2019. Concurrent with the Acquisition, Freedom terminated reinsurance agreements with affiliates of Seller (the Commutation Transaction).

Tiptree paid Seller $111,804, net of working capital true-ups, in cash at closing, $8,250 of which will be held in an escrow account for 18 months to satisfy indemnity claims. Simultaneously, pursuant to the Commutation Transaction, affiliates of Seller paid Freedom $102,000 in cash. Smart AutoCare’s results are included in the Company’s Insurance segment for the three and six months ended June 30, 2021 and 2020.

Management’s allocation of the purchase price to the net assets acquired resulted in the recording of finite-lived intangible assets valued at $93,700, with an estimated amortization period of 5 to 13.5 years. It is expected that the tax basis in intangible assets will be similar to the GAAP values provided above. The residual amount of the purchase price after the allocation to net assets acquired and identifiable intangibles of $60,346 has been allocated to goodwill. This goodwill is included in the Insurance segment. It is expected that $21,127 of this goodwill will be tax deductible over a 15 year period.

The following table summarizes the final determination of the fair value amounts for the identifiable assets acquired, liabilities assumed, and goodwill, as described above, for the transactions completed during the six months ended June 30, 2020:
2020 Acquisition
Assets:
Investments:
Available for sale securities, at fair value $ 110 
Total investments 110 
Cash and cash equivalents 120,934 
Restricted cash 764 
Notes and accounts receivable, net 6,214 
Reinsurance receivables 71,337 
Intangible assets, net 93,700 
Other assets 34,053 
Total assets $ 327,112 
Liabilities:
Policy liabilities and unpaid claims $ 55,151 
Deferred revenue 182,568 
Reinsurance payable 27,075 
Other liabilities and accrued expenses 10,860 
Total liabilities 275,654 
Net assets acquired 51,458 
Goodwill 60,346 
$ 111,804 
Acquisition costs $ 3,539 

Supplemental pro forma results of operations have not been presented for the Acquisition as it is not material in relation to the Company’s reported results.
F - 10
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)



The following table shows the values recorded by the Company, as of the acquisition date, for finite-lived intangible assets and the range of their estimated amortization period:
Intangible Assets Weighted Average Amortization Period
(in Years) 		Value as of acquisition date
Customer relationships 7.2 $ 86,000 
Software licensing 5.0 600 
Trade names 13.5 7,100 
Total acquired finite-lived intangible assets 7.7 $ 93,700 

Acquisition of Sky Auto

On December 31, 2020, a subsidiary in our insurance business acquired all of the equity interests in Sky Auto for total net cash consideration of approximately $25,200. Sky Auto markets vehicle service contracts to consumers within the United States.

Identifiable assets acquired were primarily made up of goodwill and intangible assets. Management’s allocation of the purchase price to the net assets acquired resulted in the recording of goodwill and intangible assets of approximately $20,000 and $5,340, respectively.

(4) Assets and Liabilities Held for Sale

Assets and Liabilities Held for Sale

The Company has entered into a definitive agreement to sell Luxury, and it is classified as held for sale at June 30, 2021 and December 31, 2020. The agreement did not meet the requirements to be classified as a discontinued operation. The following table presents detail of Luxury’s assets and liabilities held for sale in the condensed consolidated balance sheets for the following periods:
As of
June 30,
2021 		December 31, 2020
Assets:
Investments:
Loans, at fair value $ 120,259  $ 164,802 
Other investments 3,288  4,345 
Total investments 123,547  169,147 
Cash, cash equivalents and restricted cash 6,915  4,879 
Notes and accounts receivable, net 190  1,760 
Other assets 9,696  5,919 
Assets held for sale $ 140,348  $ 181,705 
Liabilities:
Debt, net $ 119,031  $ 162,072 
Other liabilities and accrued expenses (1)
14,251  13,040 
Liabilities held for sale $ 133,282  $ 175,112 
(1)    Includes deferred tax liabilities of $1,549 and $939 as of June 30, 2021 and December 31, 2020, respectively.
For the three months and six months ended June 30, 2021, the Company recorded an impairment of $358 and $789, respectively, related to assets and liabilities held for sale. For the three and six months ended June 30, 2020, the Company did not record an impairment related to assets and liabilities held for sale. As of June 30, 2021 and December 31, 2020, accumulated impairment related to assets and liabilities held for sale was $5,217 and $4,428, respectively.
F - 11
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


(5) Segment Data

Tiptree is a holding company that allocates capital across a broad spectrum of businesses, assets and other investments. Tiptree’s principal operating subsidiary, The Fortegra Group, LLC and its subsidiaries (Fortegra), is a leading provider of specialty insurance underwriting, warranty and service contract products and related service solutions. Based on the ASC 280 quantitative analysis performed as of December 31, 2020, our reportable segments are 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 operating segments and other business activities, as Tiptree Capital. Corporate activities include holding company interest expense, employee compensation and benefits, and other expenses.

Our reportable segments’ income or loss is reported before income taxes and non-controlling interests. Segment results incorporate the revenues and expenses of these subsidiaries since they commenced operations or were acquired. For the three and six months ended June 30, 2021, Mortgage has been broken out of Tiptree Capital as a reportable segment since it meets the quantitative threshold for disclosure. Prior year segments have been conformed to the current year presentation. Intercompany transactions are eliminated.

Descriptions of our Insurance reportable segment and Tiptree Capital, including our Mortgage reportable segment, are as follows:

Insurance operations are conducted through Fortegra, which includes Fortegra Financial Corporation and Fortegra Warranty. Fortegra underwrites and administers specialty insurance programs and products, and is a leading provider of credit and asset protection products and administration services. Fortegra’s programs are provided across a diverse range of products and services including credit protection insurance, warranty and service contract products, premium finance, and niche personal and commercial lines of insurance.

Tiptree Capital:

Mortgage operations are conducted through Reliance. The Company’s mortgage origination business originates loans for sale to institutional investors, including GSEs and FHA/VA and services loans on behalf of Fannie Mae, Freddie Mac, and GNMA.

Other includes our asset management, mortgage operations of Luxury, shipping operations, and other investments (including our Invesque shares).

The tables below present the components of revenue, expense, income (loss) before taxes, and assets for our reportable segments as well as Tiptree Capital - Other for the following periods:
Three Months Ended June 30, 2021
Tiptree Capital
Insurance Mortgage Other Total
Total revenues $ 252,255  $ 25,272  $ 22,160  $ 299,687 
Total expenses (237,551) (19,497) (19,540) (276,588)
Corporate expenses —  —  —  (11,624)
Income (loss) before taxes $ 14,704  $ 5,775  $ 2,620  $ 11,475 
Less: provision (benefit) for income taxes 2,427 
Net income (loss) $ 9,048 
Less: net income (loss) attributable to non-controlling interests 1,079 
Net income (loss) attributable to common stockholders $ 7,969 
F - 12
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


Three Months Ended June 30, 2020
Tiptree Capital
Insurance Mortgage Other Total
Total revenues $ 164,954  $ 28,812  $ 5,428  $ 199,194 
Total expenses (150,866) (21,407) (14,616) (186,889)
Corporate expenses —  —  —  (7,871)
Income (loss) before taxes $ 14,088  $ 7,405  $ (9,188) $ 4,434 
Less: provision (benefit) for income taxes (5)
Net income (loss) $ 4,439 
Less: net income (loss) attributable to non-controlling interests 623 
Net income (loss) attributable to common stockholders $ 3,816 

Six Months Ended June 30, 2021
Tiptree Capital
Insurance Mortgage Other Total
Total revenues $ 474,818  $ 59,766  $ 59,791  $ 594,375 
Total expenses (438,586) (40,914) (42,177) (521,677)
Corporate expenses —  —  —  (21,831)
Income (loss) before taxes $ 36,232  $ 18,852  $ 17,614  $ 50,867 
Less: provision (benefit) for income taxes 11,179 
Net income (loss) $ 39,688 
Less: net income (loss) attributable to non-controlling interests 3,138 
Net income (loss) attributable to common stockholders $ 36,550 

Six Months Ended June 30, 2020
Tiptree Capital
Insurance Mortgage Other Total
Total revenues $ 308,294  $ 45,032  $ (24,461) $ 328,865 
Total expenses (321,323) (38,717) (29,968) (390,008)
Corporate expenses —  —  —  (16,174)
Income (loss) before taxes $ (13,029) $ 6,315  $ (54,429) $ (77,317)
Less: provision (benefit) for income taxes (21,186)
Net income (loss) $ (56,131)
Less: net income (loss) attributable to non-controlling interests 60 
Net income (loss) attributable to common stockholders $ (56,191)
The Company conducts its operations primarily in the U.S. with 6.5% and 5.6% of total revenues generated overseas for the three months ended June 30, 2021 and 2020, respectively, and 6.2% and 6.7% for the six months ended June 30, 2021 and 2020, respectively.


The following table presents the reportable segments and Tiptree Capital - Other assets for the following periods:
As of June 30, 2021 As of December 31, 2020
Tiptree Capital Tiptree Capital
Insurance Mortgage Other Corporate Total Insurance Mortgage Other Corporate Total
Total assets $ 2,670,102  $ 239,972  $ 275,304  $ 26,179  $ 3,211,557  $ 2,452,798  $ 217,138  $ 302,068  $ 23,756  $ 2,995,760 

(6) Investments

The following table presents the Company's investments related to insurance operations (Insurance) and investments from other Tiptree investing activities (Tiptree Capital), measured at fair value as of the following periods:
F - 13
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


As of June 30, 2021
Tiptree Capital
Insurance Mortgage Other Total
Available for sale securities, at fair value, net of allowance for credit losses $ 447,300  $ —  $ —  $ 447,300 
Loans, at fair value 7,880  89,525  —  97,405 
Equity securities 164,924  —  39,615  204,539 
Other investments 113,291  9,741  83,156  206,188 
Total investments $ 733,395  $ 99,266  $ 122,771  $ 955,432 

As of December 31, 2020
Tiptree Capital
Insurance Mortgage Other Total
Available for sale securities, at fair value, net of allowance for credit losses $ 377,133  $ —  $ —  $ 377,133 
Loans, at fair value 7,795  82,937  —  90,732 
Equity securities 98,130  —  25,708  123,838 
Other investments 125,833  9,439  84,429  219,701 
Total investments $ 608,891  $ 92,376  $ 110,137  $ 811,404 

Available for Sale Securities, at fair value, net of allowance for credit losses

All of the Company’s investments in Available for Sale Securities, at fair value, net of allowance for credit losses (AFS securities) as of June 30, 2021 and December 31, 2020 are held by subsidiaries in the insurance business. The following tables present the Company's investments in AFS securities:

As of June 30, 2021
Amortized cost
Allowance for Credit Losses(1)
Gross
unrealized gains 		Gross
unrealized losses 		Fair value
U.S. Treasury securities and obligations of U.S. government authorities and agencies $ 227,756  $ —  $ 3,343  $ (767) $ 230,332 
Obligations of state and political subdivisions 52,248  —  1,463  (72) 53,639 
Corporate securities 121,256  (79) 1,323  (206) 122,294 
Asset backed securities 38,801  —  181  (1,733) 37,249 
Certificates of deposit 856  —  —  —  856 
Obligations of foreign governments 2,959  (4) 8  (33) 2,930 
Total $ 443,876  $ (83) $ 6,318  $ (2,811) $ 447,300 
As of December 31, 2020
Amortized cost
Allowance for Credit Losses(1)
Gross
unrealized gains 		Gross
unrealized losses 		Fair value
U.S. Treasury securities and obligations of U.S. government authorities and agencies $ 191,116  $ —  $ 5,245  $ (58) $ 196,303 
Obligations of state and political subdivisions 42,583  —  1,768  (1) 44,350 
Corporate securities 92,761  —  2,181  (1) 94,941 
Asset backed securities 37,975  —  316  (2,099) 36,192 
Certificates of deposit 1,355  —  —  —  1,355 
Obligations of foreign governments 3,961  —  31  —  3,992 
Total $ 369,751  $ —  $ 9,541  $ (2,159) $ 377,133 
(1) - Represents the amount of impairment that has resulted from credit-related factors, and therefore was recognized in net realized and unrealized gains (losses) as a credit loss on AFS securities. Amount excludes unrealized losses relating to non-credit factors.

F - 14
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


The amortized cost and fair values of AFS securities, by contractual maturity date, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
As of
June 30, 2021 December 31, 2020
Amortized Cost Fair Value Amortized Cost Fair Value
Due in one year or less $ 32,165  $ 32,471  $ 30,306  $ 30,602 
Due after one year through five years 196,526  198,750  149,378  153,406 
Due after five years through ten years 39,150  39,409  26,621  27,479 
Due after ten years 137,234  139,421  125,471  129,454 
Asset backed securities 38,801  37,249  37,975  36,192 
Total $ 443,876  $ 447,300  $ 369,751  $ 377,133 

The following tables present the gross unrealized losses on AFS securities by length of time that individual AFS securities have been in a continuous unrealized loss position for less than twelve months, and twelve months or greater and do not have an allowance for credit losses:
As of June 30, 2021
Less Than or Equal to One Year More Than One Year
Fair value Gross
unrealized losses 		# of Securities Fair value Gross unrealized losses # of Securities
U.S. Treasury securities and obligations of U.S. government authorities and agencies
$ 103,000  $ (744) 196  $ 1,091  $ (23) 5 
Obligations of state and political subdivisions 5,463  (72) 34  —  —  — 
Corporate securities 35,439  (206) 133  —  —  — 
Asset backed securities 4,054  (10) 21  3,705  (1,723) 5 
Obligations of foreign governments 1,886  (33) 6  —  —  — 
Total
$ 149,842  $ (1,065) 390  $ 4,796  $ (1,746) 10 
As of December 31, 2020
Less Than or Equal to One Year More Than One Year
Fair value Gross
unrealized losses 		# of Securities Fair value Gross unrealized losses # of Securities
U.S. Treasury securities and obligations of U.S. government authorities and agencies
$ 15,323  $ (58) 41  $ 2  $ —  2 
Obligations of state and political subdivisions 379  (1) 5  —  —  — 
Corporate securities 901  (1) 3  —  —  — 
Asset backed securities —  —  —  18,927  (2,099) 9 
Total
$ 16,603  $ (60) 49  $ 18,929  $ (2,099) 11 
Management believes that it is more likely than not that the Company will be able to hold the fixed maturity AFS securities that were in an unrealized loss position as of June 30, 2021 until full recovery of their amortized cost basis.

F - 15
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


The table below presents a roll-forward of the activity in the allowance for credit losses on AFS securities by type as of June 30, 2021:
Obligations of state and political subdivisions Corporate securities Asset backed securities Obligations of foreign governments Total
Balance at December 31, 2020 $ —  $ —  $ —  $ —  $ — 
(Increase) in allowance for credit losses —  (105) —  (5) (110)
Reduction in credit losses due to AFS securities sold during the year —  3  —  —  3 
Gains from recoveries of amounts previously written off —  23  —  1  24 
Balance at June 30, 2021 $ —  $ (79) $ —  $ (4) $ (83)
Balance at December 31, 2019 $ —  $ —  $ —  $ —  $ — 
Increase in the allowance for the initial adoption of ASU 2016-13 (1) (50) (2) —  (53)
Gains from recoveries of amounts previously written off 1  48  2  —  51 
Balance at June 30, 2020 $ —  $ (2) $ —  $ —  $ (2)

The Company applies a discounted cash flow model, based on assumptions and model outputs provided by an investment management company, in determining its lifetime expected credit losses on AFS securities. This includes determining the present value of expected future cash flows discounted at the book yield of the security.

The table below presents the amount of credit losses (gains from recoveries) on AFS securities recorded by the Company for the following period:
Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Net gains from recoveries (credit losses) on AFS securities 23  17  (83) 51 

Pursuant to certain reinsurance agreements and statutory licensing requirements, the Company has deposited invested assets in custody accounts or insurance department safekeeping accounts. The Company cannot remove or replace investments in regulatory deposit accounts without prior approval of the contractual party or regulatory authority, as applicable. The following table presents the Company's restricted investments included in the Company's AFS securities:
As of
June 30,
2021 		December 31, 2020
Fair value of restricted investments in trust pursuant to reinsurance agreements $ 44,395  $ 44,349 
Fair value of restricted investments for special deposits required by state insurance departments 9,286  9,447 
Total fair value of restricted investments $ 53,681  $ 53,796 

F - 16
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


The following table presents additional information on the Company’s AFS securities:
Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Purchases of AFS securities $ 74,029  $ 38,415  $ 142,731  $ 61,995 
Proceeds from maturities, calls and prepayments of AFS securities $ 16,889  $ 24,189  $ 34,629  $ 43,849 
Gross proceeds from sales of AFS securities $ 19,544  $ 6,816  $ 33,189  $ 12,376 

The following table presents the gross realized gains and gross realized losses from sales and redemptions of AFS securities:

Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Gross realized gains $ 194  $ 92  $ 322  $ 159 
Gross realized (losses) (2) —  (2) (63)
Total net realized gains (losses) from investment sales and redemptions $ 192  $ 92  $ 320  $ 96 

Loans, at fair value

The following table presents the Company’s investments in loans measured at fair value and the Company’s investments in loans measured at fair value pledged as collateral:
As of June 30, 2021 As of December 31, 2020
Fair value Unpaid principal balance (UPB) Fair value exceeds / (below) UPB Pledged as Collateral Fair value Unpaid principal balance (UPB) Fair value exceeds / (below) UPB Pledged as Collateral
Insurance:
Corporate loans (1)
$ 7,880  $ 10,947  $ (3,067) $ —  $ 7,795  $ 12,281  $ (4,486) $ — 
Mortgage:
Mortgage loans held for sale (2)
89,525  85,899  3,626  85,882  82,937  78,590  4,347  81,630 
Total loans, at fair value $ 97,405  $ 96,846  $ 559  $ 85,882  $ 90,732  $ 90,871  $ (139) $ 81,630 
(1)    The cost basis of Corporate loans was approximately $9,748 and $11,282 at June 30, 2021 and December 31, 2020, respectively.
(2)    As of June 30, 2021 and December 31, 2020, there were two mortgage loans held for sale that were 90 days or more past due, respectively, with a fair value of $333 and $534, respectively.


Equity Securities

Equity securities consist mainly of publicly traded common and preferred stocks and fixed income exchange traded funds. Included within the equity securities balance are 17.0 million shares of Invesque as of June 30, 2021 and December 31, 2020, for which the Company has elected to apply the fair value option. The following table presents information on the cost and fair value of the Company’s equity securities related to insurance operations and other Tiptree investing activity as of the following periods:
As of June 30, 2021
Insurance Tiptree Capital - Other Total
Cost Fair Value Cost Fair Value Cost Fair Value
Invesque $ 23,339  $ 8,274  $ 111,491  $ 39,615  $ 134,830  $ 47,889 
Fixed income exchange traded fund 92,235  93,899  —  —  92,235  93,899 
Other equity securities 59,934  62,751  —  —  59,934  62,751 
Total equity securities $ 175,508  $ 164,924  $ 111,491  $ 39,615  $ 286,999  $ 204,539 

F - 17
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


As of December 31, 2020
Insurance Tiptree Capital - Other Total
Cost Fair Value Cost Fair Value Cost Fair Value
Invesque $ 23,339  $ 5,370  $ 111,491  $ 25,708  $ 134,830  $ 31,078 
Fixed income exchange traded fund 62,438  63,875  —  —  62,438  63,875 
Other equity securities 38,069  28,885  —  —  38,069  28,885 
Total equity securities $ 123,846  $ 98,130  $ 111,491  $ 25,708  $ 235,337  $ 123,838 

Other Investments

The following table contains information regarding the Company’s other investments as of the following periods:
As of June 30, 2021
Tiptree Capital
Insurance Mortgage Other Total
Corporate bonds, at fair value (1)
$ 87,416  $ —  $ —  $ 87,416 
Vessels, net (2)
—  —  81,717  81,717 
Debentures 23,988  —  —  23,988 
Other 1,887  9,741  1,439  13,067 
Total other investments $ 113,291  $ 9,741  $ 83,156  $ 206,188 

As of December 31, 2020
Tiptree Capital
Insurance Mortgage Other Total
Corporate bonds, at fair value (1)
$ 105,777  $ —  $ —  $ 105,777 
Vessels, net (2)
—  —  83,028  83,028 
Debentures 17,703  —  —  17,703 
Other 2,353  9,439  1,401  13,193 
Total other investments $ 125,833  $ 9,439  $ 84,429  $ 219,701 

(1)    The cost basis of corporate bonds was $80,979 and $97,284 as of June 30, 2021 and December 31, 2020, respectively.
(2)     Net of accumulated depreciation of $10,687 and $8,372 as of June 30, 2021 and December 31, 2020, respectively.


Net Investment Income - Insurance

Net investment income represents investment income and expense from investments related to insurance operations as disclosed within net investment income on the condensed consolidated statements of operations. The following table presents the components of net investment income by source of income:
Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Interest:
AFS securities $ 1,682  $ 1,974  $ 3,406  $ 4,255 
Loans, at fair value 294  223  499  396 
Other investments 1,698  295  2,980  1,150 
Dividends from equity securities 115  477  204  1,068 
Other (4) —  16  — 
Subtotal 3,785  2,969  7,105  6,869 
Less: investment expenses 551  677  1,104  1,089 
Net investment income $ 3,234  $ 2,292  $ 6,001  $ 5,780 


F - 18
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


Other Investment Income - Tiptree Capital

Other investment income represents other revenue from other Tiptree non-insurance activities as disclosed within other revenue on the condensed consolidated statements of operations, see Note (16) Other Revenue and Other Expenses. The following tables present the components of other investment income by type:
Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Interest:
Loans, at fair value (1)
$ 1,384  $ 956  $ 3,056  $ 2,687 
Dividends from equity securities —  —  —  2,533 
Loan fee income 5,135  4,272  10,497  7,826 
Vessel related revenue 7,918  4,455  13,617  11,701 
Other investment income $ 14,437  $ 9,683  $ 27,170  $ 24,747 
(1)    Primarily relates to Loans, at fair value classified as Held for Sale. See Note (4) Assets and Liabilities Held for Sale.


Net Realized and Unrealized Gains (Losses)

The following table presents the components of net realized and unrealized gains (losses) recorded on the condensed consolidated statements of operations. Net unrealized gains (losses) on AFS securities are included within other comprehensive income (loss) (OCI), net of tax, and, as such, are not included in this table. Net realized and unrealized gains (losses) on non-investment related financial assets and liabilities are included below:

Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Net realized gains (losses)
Insurance:
Reclass of unrealized gains (losses) on AFS securities from OCI $ 192  $ 87  $ 320  $ 91 
Net gains from recoveries (credit losses) on AFS securities 23  17  (83) 51 
Net realized gains (losses) on loans (479) 11  (479) (1,507)
Net realized gains (losses) on equity securities (2,711) (4,325) (4,564) (20,889)
Net realized gains (losses) on corporate bonds (318) 1,632  1,498  1,636 
Other (667) 943  1,910  1,677 
Tiptree Capital
Mortgage:
Net realized gains (losses) on loans 21,581  28,495  46,314  46,015 
Other 1,283  (6,053) 2,248  (7,430)
Other:
Net realized gains (losses) on loans (1)
11,701  7,746  25,588  14,583 
Other 1,085  (1,810) 1,754  (2,160)
Total net realized gains (losses) 31,690  26,743  74,506  32,067 
Net unrealized gains (losses)
Insurance:
Net change in unrealized gains (losses) on loans 631  (60) 1,487  (2,220)
Net unrealized gains (losses) on equity securities held at period end 4,202  1,030  15,289  (24,740)
Reclass of unrealized (gains) losses from prior periods for equity securities sold 1,616  757  405  17,009 
Other 335  5,543  (3,287) 924 
Tiptree Capital
Mortgage:
Net change in unrealized gains (losses) on loans 817  1,522  (825) 1,121 
Other (2,957) 1,162  3,066  (1,865)
F - 19
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


Other:
Net change in unrealized gains (losses) on loans (1)
(215) 106  (2,115) (146)
Net unrealized gains (losses) on equity securities held at period end 141  (9,833) 13,908  (58,384)
Other (168) 3,140  3,029  3,903 
Total net unrealized gains (losses) 4,402  3,367  30,957  (64,398)
Total net realized and unrealized gains (losses) $ 36,092  $ 30,110  $ 105,463  $ (32,331)
(1)    Primarily relates to Loans, at fair value classified as Held for Sale. See Note (4) Assets and Liabilities Held for Sale.

(7) Notes and Accounts Receivable, net

The following table presents the total notes and accounts receivable, net:
As of
June 30,
2021 		December 31, 2020
Notes receivable, net - premium financing program $ 65,385  $ 62,075 
Accounts and premiums receivable, net 125,933  95,269 
Retrospective commissions receivable 138,271  131,760 
Trust receivables 30,173  54,393 
Other receivables 34,586  26,955 
Total notes and accounts receivable, net $ 394,348  $ 370,452 

The following table presents the total valuation allowance and bad debt expense for the following periods:
Valuation allowance Bad Debt Expense
As of Three Months Ended
June 30, 		Six Months Ended
June 30,
June 30,
2021 		December 31,
2020
2021 2020 2021 2020
Notes receivable, net - premium financing program (1)
$ 117  $ 101  $ 62  $ 62  $ 142  $ 111 
Accounts and premiums receivable, net $ 198  $ 169  $ 6  $ 5  $ 10  $ 13 
(1)    As of June 30, 2021 and December 31, 2020, there were $254 and $215 in balances classified as 90 days plus past due, respectively.

(8) Reinsurance Receivables

The following table presents the effect of reinsurance on premiums written and earned by our insurance business for the following periods:
Direct amount Ceded to other companies Assumed from other companies Net amount Percentage of amount - assumed to net
For the Three Months Ended June 30, 2021
Premiums written:
Life insurance                   $ 20,732  $ 10,551  $ 277  $ 10,458  2.6  %
Accident and health insurance    29,423  20,016  567  9,974  5.7  %
Property and liability insurance 256,129  128,932  89,065  216,262  41.2  %
Total premiums written             306,284  159,499  89,909  236,694  38.0  %
Premiums earned:
Life insurance                   17,481  9,646  335  8,170  4.1  %
Accident and health insurance    29,322  19,625  1,683  11,380  14.8  %
Property and liability insurance 201,803  105,303  60,908  157,408  38.7  %
Total premiums earned $ 248,606  $ 134,574  $ 62,926  $ 176,958  35.6  %
F - 20
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


Direct amount Ceded to other companies Assumed from other companies Net amount Percentage of amount - assumed to net
For the Three Months Ended June 30, 2020
Premiums written:
Life insurance                   $ 10,853  $ 5,610  $ 328  $ 5,571  5.9  %
Accident and health insurance    18,307  11,643  4,720  11,384  41.5  %
Property and liability insurance 159,583  94,957  18,928  83,554  22.7  %
Total premiums written             188,743  112,210  23,976  100,509  23.9  %
Premiums earned:
Life insurance                   16,682  8,935  358  8,105  4.4  %
Accident and health insurance    28,336  18,579  3,053  12,810  23.8  %
Property and liability insurance 158,646  88,965  16,659  86,340  19.3  %
Total premiums earned $ 203,664  $ 116,479  $ 20,070  $ 107,255  18.7  %
For the Six Months Ended June 30, 2021
Premiums written:
Life insurance $ 39,304  $ 21,578  $ 687  $ 18,413  3.7  %
Accident and health insurance 61,586  42,683  5,428  24,331  22.3  %
Property and liability insurance 526,283  265,287  131,952  392,948  33.6  %
Total premiums written $ 627,173  $ 329,548  $ 138,067  $ 435,692  31.7  %
Premiums earned:
Life insurance $ 34,974  $ 19,411  $ 675  $ 16,238  4.2  %
Accident and health insurance 59,501  40,100  5,474  24,875  22.0  %
Property and liability insurance 443,631  265,698  104,831  282,764  37.1  %
Total premiums earned $ 538,106  $ 325,209  $ 110,980  $ 323,877  34.3  %
For the Six Months Ended June 30, 2020
Premiums written:
Life insurance $ 27,427  $ 14,354  $ 690  $ 13,763  5.0  %
Accident and health insurance 48,157  30,699  8,241  25,699  32.1  %
Property and liability insurance 357,307  211,507  47,728  193,528  24.7  %
Total premiums written $ 432,891  $ 256,560  $ 56,659  $ 232,990  24.3  %
Premiums earned:
Life insurance $ 34,290  $ 18,296  $ 739  $ 16,733  4.4  %
Accident and health insurance 60,506  40,097  6,595  27,004  24.4  %
Property and liability insurance 331,501  189,915  43,253  184,839  23.4  %
Total premiums earned $ 426,297  $ 248,308  $ 50,587  $ 228,576  22.1  %

The following table presents the components of policy and contract benefits, including the effect of reinsurance on losses and loss adjustment expenses (LAE) incurred:
Direct amount Ceded to other companies Assumed from other companies Net amount Percentage of amount - assumed to net
For the Three Months Ended June 30, 2021
Losses and LAE Incurred
Life insurance                   $ 11,946  $ 7,044  $ 212  $ 5,114  4.1  %
Accident and health insurance    5,101  4,101  660  1,660  39.8  %
Property and liability insurance 96,432  71,426  37,961  62,967  60.3  %
Total losses incurred 113,479  82,571  38,833  69,741  55.7  %
Member benefit claims (1)
19,452 
Total policy and contract benefits $ 89,193 
F - 21
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


Direct amount Ceded to other companies Assumed from other companies Net amount Percentage of amount - assumed to net
For the Three Months Ended June 30, 2020
Losses and LAE Incurred
Life insurance                   $ 10,563  $ 6,314  $ 160  $ 4,409  3.6  %
Accident and health insurance    3,918  3,261  1,809  2,466  73.4  %
Property and liability insurance 59,442  36,064  6,205  29,583  21.0  %
Total losses incurred 73,923  45,639  8,174  36,458  22.4  %
Member benefit claims (1)
12,689 
Total policy and contract benefits $ 49,147 
For the Six Months Ended June 30, 2021
Losses and LAE Incurred
Life insurance $ 27,542  $ 16,377  $ 365  $ 11,530  3.2  %
Accident and health insurance 9,919  7,916  1,319  3,322  39.7  %
Property and liability insurance 172,353  123,423  56,210  105,140  53.5  %
Total losses and LAE incurred 209,814  147,716  57,894  119,992  48.2  %
Member benefit claims (1)
36,375 
Total policy and contract benefits $ 156,367 
For the Six Months Ended June 30, 2020
Losses and LAE Incurred
Life insurance $ 20,654  $ 11,988  $ 281  $ 8,947  3.1  %
Accident and health insurance 7,617  6,303  4,022  5,336  75.4  %
Property and liability insurance 126,712  77,298  18,737  68,151  27.5  %
Total losses and LAE incurred 154,983  95,589  23,040  82,434  27.9  %
Member benefit claims (1)
27,589 
Total policy and contract benefits $ 110,023 
(1)    Member benefit claims are not covered by reinsurance.

The following table presents the components of the reinsurance receivables:
As of
June 30,
2021 		December 31, 2020
Prepaid reinsurance premiums:
Life insurance (1)
$ 71,047  $ 70,066 
Accident and health insurance (1)
68,844  66,261 
Property and liability insurance 419,451  423,868 
Total 559,342  560,195 
Ceded claim reserves:
Life insurance 3,621  4,133 
Accident and health insurance 11,208  11,118 
Property and liability insurance 122,987  98,092 
Total ceded claim reserves recoverable 137,816  113,343 
Other reinsurance settlements recoverable 65,593  54,471 
Reinsurance receivables $ 762,751  $ 728,009 
(1)    Including policyholder account balances ceded.
The following table presents the aggregate amount included in reinsurance receivables that is comprised of the three largest receivable balances from non-affiliated reinsurers:
As of
June 30, 2021
Total of the three largest receivable balances from non-affiliated reinsurers $ 112,083 

F - 22
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


As of June 30, 2021, the non-affiliated reinsurers from whom our insurance business has the largest receivable balances were: MFI Insurance Company, LTD (A. M. Best Rating: Not rated), Frandisco Property and Casualty Company (A. M. Best Rating: Not rated) and Canada Life International Reinsurance (Barbados) Corporation (A. M. Best Rating: Not rated).The related receivables of these reinsurers are collateralized by assets on hand, assets held in trust accounts and letters of credit. As of June 30, 2021, the Company does not believe there is a risk of loss due to the concentration of credit risk in the reinsurance program given the collateralization.


(9) Goodwill and Intangible Assets, net

The following table presents identifiable finite and indefinite-lived intangible assets, accumulated amortization, and goodwill by operating segment and/or reporting unit, as appropriate:
As of June 30, 2021 As of December 31, 2020
Finite-Lived Intangible Assets: Insurance Other Total Insurance Other Total
Customer relationships $ 143,300  $ —  $ 143,300  $ 143,300  $ —  $ 143,300 
Accumulated amortization (39,134) —  (39,134) (32,263) —  (32,263)
Trade names 14,750  800  15,550  14,750  800  15,550 
Accumulated amortization (5,019) (480) (5,499) (4,382) (440) (4,822)
Software licensing 9,300  640  9,940  9,300  640  9,940 
Accumulated amortization (8,720) (549) (9,269) (8,650) (503) (9,153)
Insurance policies and contracts acquired 36,500  —  36,500  36,500  —  36,500 
Accumulated amortization (36,282) —  (36,282) (36,238) —  (36,238)
Other 640  —  640  640  —  640 
Accumulated amortization (90) —  (90) —  —  — 
Total finite-lived intangible assets 115,245  411  115,656  122,957  497  123,454 
Indefinite-Lived Intangible Assets: (1)
Insurance licensing agreements 13,761  —  13,761  13,761  —  13,761 
Other —  1,012  1,012  —  1,000  1,000 
Total indefinite-lived intangible assets 13,761  1,012  14,773  13,761  1,000  14,761 
Total intangible assets, net $ 129,006  $ 1,423  $ 130,429  $ 136,718  $ 1,497  $ 138,215 
Goodwill 177,528  1,708  179,236  177,528  1,708  179,236 
Total goodwill and intangible assets, net $ 306,534  $ 3,131  $ 309,665  $ 314,246  $ 3,205  $ 317,451 
(1)    Impairment tests are performed at least annually on indefinite-lived intangible assets.

Goodwill

The following table presents the activity in goodwill, by operating segment and/or reporting unit, as appropriate, and includes the adjustments made to the balance of goodwill to reflect the effect of the final valuation adjustments made for acquisitions, as well as the reduction to any goodwill attributable to impairment related charges:
Insurance Other Total
Balance at December 31, 2020 $ 177,528  $ 1,708  $ 179,236 
Balance at June 30, 2021 $ 177,528  $ 1,708  $ 179,236 
Accumulated impairments $ —  $ 699  $ 699 


The Company conducts annual impairment tests of its goodwill as of October 1. For the three and six months ended June 30, 2021 and 2020, no impairments were recorded on the Company’s goodwill.

F - 23
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


Intangible Assets, net

The following table presents the activity, by operating segment and/or reporting unit, as appropriate, in finite and indefinite-lived other intangible assets and includes the adjustments made to the balance to reflect the effect of any final valuation adjustments made for acquisitions, as well as any reduction attributable to impairment-related charges:
Insurance Other Total
Balance at December 31, 2020 $ 136,718  $ 1,497  $ 138,215 
Intangibles acquired —  12  12 
Less: amortization expense (7,712) (86) (7,798)
Balance at June 30, 2021 $ 129,006  $ 1,423  $ 130,429 



The following table presents the amortization expense on finite-lived intangible assets for the following periods:
Three Months Ended
June 30, 2020 		Six Months Ended
June 30,
2021 2020 2021 2020
Amortization expense on intangible assets $ 3,898  $ 2,604  $ 7,798  $ 4,849 

For the three and six months ended June 30, 2021 and 2020, no impairments were recorded on the Company’s intangible assets.

The following table presents the amortization expense on finite-lived intangible assets for the next five years and thereafter by operating segment and/or reporting unit, as appropriate:
As of June 30, 2021
Insurance Other Total
Remainder of 2021 $ 7,694  $ 84  $ 7,778 
2022 15,852  127  15,979 
2023 15,031  80  15,111 
2024 13,344  80  13,424 
2025 11,229  40  11,269 
2026 and thereafter 52,095  —  52,095 
Total $ 115,245  $ 411  $ 115,656 


(10) Derivative Financial Instruments and Hedging

The Company utilizes derivative financial instruments as part of its overall investment and hedging activities. Derivative contracts are subject to additional risk that can result in a loss of all or part of an investment. The Company’s derivative activities are primarily classified by underlying credit risk and interest rate risk. In addition, the Company is also subject to additional counterparty risk should its counterparties fail to meet the contract terms. The derivative financial instruments are reported in other investments. Derivative liabilities are reported within other liabilities and accrued expenses.

Derivatives, at fair value
Interest Rate Lock Commitments

The Company enters into interest rate lock commitments (IRLCs) with customers in connection with its mortgage banking activities to fund residential mortgage loans with certain terms at specified times in the future. IRLCs that relate to the origination of mortgage loans that will be classified as held-for-sale are considered derivative instruments under applicable accounting guidance. As such, these IRLCs are recorded at fair value with changes in fair value typically resulting in recognition of a gain when the Company enters into IRLCs. In estimating the fair value of an IRLC, the Company assigns a probability that the loan commitment will be exercised and the loan will be funded (“pull through”). The fair value of the commitments is derived from the fair value of related mortgage loans, net of estimated costs to complete. Outstanding IRLCs expose the Company to the risk that the price of the loans underlying the commitments might decline from inception of the
F - 24
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


rate lock to funding of the loan. To manage this risk, the Company utilizes forward delivery contracts and to be announced (TBA) mortgage backed securities to economically hedge the risk of potential changes in the value of the loans that would result from the commitments.

Forward Delivery Contracts and TBA Mortgage Backed Securities
The Company enters into forward delivery contracts with loan aggregators and other investors as one of the tools to manage the interest rate risk associated with IRLCs and loans held for sale. In addition, the Company enters into TBA mortgage backed securities which facilitate hedging and funding by allowing the Company to prearrange prices for mortgages that are in the process of originating. The Company utilizes these hedging instruments for Agency (Fannie Mae and Freddie Mac) and FHA/VA (Ginnie Mae) eligible IRLCs.

The following table presents the gross notional and fair value amounts of derivatives (on a gross basis) categorized by underlying risk:
As of June 30, 2021 As of December 31, 2020
Notional
values 		Asset
derivatives 		Liability
derivatives 		Notional
values 		Asset
derivatives 		Liability
derivatives
Interest rate lock commitments $ 283,639  $ 9,568  $ —  $ 219,929  $ 9,207  $ — 
Forward delivery contracts 39,094  33  —  35,979  —  22 
TBA mortgage backed securities 311,000  139  573  291,000  232  1,508 
Other 6,471  1,898  2,173  3,058  2,090  560 
Total $ 640,204  $ 11,638  $ 2,746  $ 549,966  $ 11,529  $ 2,090 
(11) Debt, net

The following table presents the balance of the Company’s debt obligations, net of discounts and deferred financing costs.
Stated interest rate or range of rates Maximum borrowing capacity as of As of
Debt Type Stated maturity date June 30,
2021 		June 30,
2021 		December 31, 2020
Corporate debt
Secured revolving credit agreements (1)
August 2023 Base/Swing: $ 200,000  $ —  $ — 
Prime + 1.25%
LIBOR:
LIBOR + 2.25%
Secured term credit agreements February 2025 LIBOR + 6.75% 117,188  117,188  120,313 
Preferred trust securities June 2037 LIBOR + 4.10% 35,000  35,000  35,000 
Junior subordinated notes October 2057 8.50% 125,000  125,000  125,000 
Total corporate debt 277,188  280,313 
Asset based debt (2)
Asset based revolving financing October 2023 LIBOR + 2.75% 75,000  27,870  27,510 
Residential mortgage warehouse borrowings (3) (4)
August 2021 - LIBOR + 2.00% 110,000  74,479  55,994 
April 2022 to LIBOR + 3%
Vessel backed term loan November 2024 LIBOR + 4.75% 14,700  14,700  15,800 
Total asset based debt 117,049  99,304 
Total debt, face value 394,237  379,617 
Unamortized discount, net (1,742) (2,035)
Unamortized deferred financing costs (10,624) (11,336)
Total debt, net $ 381,871  $ 366,246 
(1)    The secured revolving credit agreements provide a two rate structure at the Company’s discretion.
(2)    Asset based debt is generally recourse only to specific assets and related cash flows.
(3)    The weighted average coupon rate for residential mortgage warehouse borrowings was 2.75% at June 30, 2021 and December 31, 2020, respectively.
(4)    Includes a LIBOR floor of 1.00%.


F - 25
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


The following table presents the amount of interest expense the Company incurred on its debt for the following periods:
Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Interest expense - corporate debt $ 6,301  $ 5,902  $ 12,364  $ 11,168 
Interest expense - asset based debt 2,607  1,744  5,689  4,029 
Interest expense on debt $ 8,908  $ 7,646  $ 18,053  $ 15,197 

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
June 30, 2021
Remainder of 2021 $ 44,116 
2022 43,038 
2023 36,320 
2024 15,450 
2025 95,313 
2026 and thereafter 160,000 
Total $ 394,237 

The following narrative is a summary of certain terms of our debt agreements for the period ended June 30, 2021:
Corporate Debt

Secured Revolving Credit Agreements

As of June 30, 2021 and December 31, 2020, $0 was outstanding under this agreement.

Secured Term Credit Agreement

As of June 30, 2021 and December 31, 2020, a total of $117,188 and $120,313, respectively, was outstanding under this agreement.

Asset Based Debt

Asset Backed Revolving Financing

As of June 30, 2021 and December 31, 2020, a total of $27,870 and $27,510, respectively, was outstanding under the borrowing related to our premium finance business in our insurance business.

Residential Mortgage Warehouse Borrowings

During the first fiscal quarter of 2021, the $60,000 warehouse line of credit was extended to April 2022. As of June 30, 2021 and December 31, 2020, a total of $74,479 and $55,994, respectively, was outstanding under such financing agreements.

Vessel Backed Term Loan

As of June 30, 2021 and December 31, 2020, the maximum borrowing capacity and borrowings outstanding were $14,700 and $15,800, respectively.


As of June 30, 2021, the Company is in compliance with the representations and covenants for its outstanding debt or has obtained waivers for any events of non-compliance.


F - 26
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


(12) Fair Value of Financial Instruments

The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs to the extent possible to measure a financial instrument’s fair value. Observable inputs reflect the assumptions market participants would use in pricing an asset or liability, and are affected by the type of product, whether the product is traded on an active exchange or in the secondary market, as well as current market conditions. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Fair value is estimated by applying the hierarchy discussed in Note (2) Summary of Significant Accounting Policies which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized within Level 3 of the fair value hierarchy.

The Company’s fair value measurements are based primarily on a market approach, which utilizes prices and other relevant information generated by market transactions involving identical or comparable financial instruments. Sources of inputs to the market approach include third-party pricing services, independent broker quotations and pricing matrices. Management analyzes the third-party valuation methodologies and its related inputs to perform assessments to determine the appropriate level within the fair value hierarchy and to assess reliability of values. Further, management has a process in place to review all changes in fair value that occurred during each measurement period. Any discrepancies or unusual observations are followed through to resolution through the source of the pricing as well as utilizing comparisons, if applicable, to alternate pricing sources.

The Company utilizes observable and unobservable inputs within its valuation methodologies. Observable inputs may include: benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers and reference data. In addition, specific issuer information and other market data is used. Broker quotes are obtained from sources recognized to be market participants. Unobservable inputs may include: expected cash flow streams, default rates, supply and demand considerations and market volatility.

Available for Sale Securities, at fair value

The fair values of available for sale securities are based on prices provided by an independent pricing service and a third-party investment manager. The Company obtains an understanding of the methods, models and inputs used by the independent pricing service and the third-party investment manager by analyzing the investment manager-provided pricing report.

The following details the methods and assumptions used to estimate the fair value of each class of AFS securities and the applicable level each security falls within the fair value hierarchy:

U.S. Treasury Securities, Obligations of U.S. Government Authorities and Agencies, Obligations of State and Political Subdivisions, Corporate Securities, Asset Backed Securities, and Obligations of Foreign Governments: Fair values were obtained from an independent pricing service and a third-party investment manager. The prices provided by the independent pricing service and third-party investment manager are based on quoted market prices, when available, non-binding broker quotes, or matrix pricing and fall under Level 2 or Level 3 in the fair value hierarchy.

Certificates of Deposit: The estimated fair value of certificates of deposit approximate carrying value and fall under Level 1 of the fair value hierarchy.

Equity Securities

The fair values of publicly traded common and preferred equity securities and exchange traded funds (“ETFs”) are obtained from market value quotations provided by an independent pricing service and fall under Level 1 in the fair value hierarchy. The fair values of non-publicly traded common and preferred stocks are based on prices obtained from an independent pricing service using unobservable inputs and fall under Level 3 in the fair value hierarchy.

F - 27
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


Loans, at fair value

Corporate Loans: These loans are comprised of a diversified portfolio of middle market and broadly syndicated leveraged loans and are generally classified under either Level 2 or Level 3 in the fair value hierarchy. To determine fair value, the Company uses quoted prices which include those provided from pricing vendors, where available. We perform internal price verification procedures to ensure that the prices and quotes provided from the independent pricing vendors are reasonable. Such verification procedures include comparison of pricing sources and analysis of variances among pricing sources. The Company has evaluated each loan’s respective liquidity and has additionally performed valuation benchmarking. The key characteristics which were evaluated as part of this determination were liquidity ratings, price changes to index benchmarks, depth of quotes, credit ratings and industry trends.

Mortgage Loans Held for Sale: Mortgage loans held for sale are generally classified under Level 2 in the fair value hierarchy and fair value is based upon forward sales contracts with third-party investors, including estimated loan costs.

Derivative Assets and Liabilities

Derivatives are primarily comprised of IRLCs, forward delivery contracts and TBA mortgage backed securities. The fair value of these instruments is based upon valuation pricing models, which represent the amount the Company would expect to receive or pay at the balance sheet date to exit the position. Our mortgage origination subsidiaries issue IRLCs to their customers, which are carried at estimated fair value on the Company’s condensed consolidated balance sheets. The estimated fair values of these commitments are generally calculated by reference to the value of the underlying loan associated with the IRLC net of costs to produce and an expected pull through assumption. The fair values of these commitments generally fall under Level 3 in the fair value hierarchy. Our mortgage origination subsidiaries manage their exposure by entering into forward delivery commitments with loan investors. For loans not locked with investors under a forward delivery commitment, the Company enters into hedge instruments, primarily TBAs, to protect against movements in interest rates. The fair values of TBA mortgage backed securities and forward delivery contracts generally fall under Level 2 in the fair value hierarchy.

Corporate Bonds

Corporate bonds are generally classified under Level 2 in the fair value hierarchy and fair value is provided by a third-party investment manager, based on quoted market prices. We perform internal price verification procedures monthly to ensure that the prices provided are reasonable.

Securities Sold, Not Yet Purchased

Securities sold, not yet purchased are generally classified under Level 1 or Level 2 in the fair value hierarchy, based on the leveling of the securities sold short, and fair value is provided by a third-party investment manager, based on quoted market prices. We perform internal price verification procedures monthly to ensure that the prices provided are reasonable.

Mortgage Servicing Rights

Mortgage servicing rights are classified under Level 3 in the fair value hierarchy and fair value is provided by a third-party valuation service. Various observable and unobservable inputs are used to determine fair value, including discount rate, cost to service and weighted average prepayment speed.










F - 28
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


The following tables present the Company’s fair value hierarchies for financial assets and liabilities, measured on a recurring basis:
As of June 30, 2021
Quoted prices in active markets
Level 1 		 Other significant
 observable inputs
 Level 2 		 Significant unobservable inputs
Level 3 		Fair value
Assets:
Available for sale securities, at fair value:
U.S. Treasury securities and obligations of U.S. government authorities and agencies $ —  $ 230,332  $ —  $ 230,332 
Obligations of state and political subdivisions —  53,639  —  53,639 
Obligations of foreign governments —  2,930  —  2,930 
Certificates of deposit 856  —  —  856 
Asset backed securities —  36,263  986  37,249 
Corporate securities —  122,294  —  122,294 
Total available for sale securities, at fair value 856  445,458  986  447,300 
Loans, at fair value:
Corporate loans —  —  7,880  7,880 
Mortgage loans held for sale —  89,525  —  89,525 
Total loans, at fair value —  89,525  7,880  97,405 
Equity securities:
Invesque 47,889  —  —  47,889 
Fixed income exchange traded fund 93,899  —  —  93,899 
Other equity securities 62,716  —  35  62,751 
Total equity securities 204,504  —  35  204,539 
Other investments, at fair value:
Corporate bonds —  87,416  —  87,416 
Derivative assets 1,887  183  9,568  11,638 
CLOs —  —  539  539 
Total other investments, at fair value 1,887  87,599  10,107  99,593 
Mortgage servicing rights (1)
—  —  23,202  23,202 
Total $ 207,247  $ 622,582  $ 42,210  $ 872,039 
Liabilities: (2)
Derivative liabilities $ 1,817  $ 929  $ —  $ 2,746 
Securities sold, not yet purchased 24,682  2,369  —  27,051 
Contingent consideration payable —  —  200  200 
Total $ 26,499  $ 3,298  $ 200  $ 29,997 
(1)    Included in other assets.
(2)    Included in other liabilities and accrued expenses.
F - 29
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


As of December 31, 2020
Quoted
prices in
active
markets
Level 1 		 Other significant
 observable inputs
 Level 2 		 Significant unobservable inputs
Level 3 		Fair value
Assets:
Available for sale securities, at fair value:
U.S. Treasury securities and obligations of U.S. government authorities and agencies $ —  $ 196,303  $ —  $ 196,303 
Obligations of state and political subdivisions —  44,350  —  44,350 
Obligations of foreign governments —  3,992  —  3,992 
Certificates of deposit 1,355  —  —  1,355 
Asset backed securities —  35,334  858  36,192 
Corporate securities —  94,941  —  94,941 
Total available for sale securities, at fair value 1,355  374,920  858  377,133 
Loans, at fair value:
Corporate loans —  —  7,795  7,795 
Mortgage loans held for sale —  82,937  —  82,937 
Total loans, at fair value —  82,937  7,795  90,732 
Equity securities:
Invesque 31,078  —  —  31,078 
Fixed income exchange traded fund 63,875  —  —  63,875 
Other equity securities 28,850  —  35  28,885 
Total equity securities 123,803  —  35  123,838 
Other investments, at fair value:
Corporate bonds —  105,777  —  105,777 
Derivative assets 2,090  232  9,207  11,529 
CLOs —  —  802  802 
Total other investments, at fair value 2,090  106,009  10,009  118,108 
Mortgage servicing rights (1)
—  —  14,758  14,758 
Total $ 127,248  $ 563,866  $ 33,455  $ 724,569 
Liabilities: (2)
Derivative liabilities $ —  $ 2,090  $ —  $ 2,090 
Securities sold, not yet purchased 16,479  30,158  —  46,637 
Contingent consideration payable —  —  200  200 
Total $ 16,479  $ 32,248  $ 200  $ 48,927 
(1) Included in other assets.
(2) Included in other liabilities and accrued expenses.


Transfers between Level 2 and 3 were a result of subjecting third-party pricing on assets to various liquidity, depth, bid-ask spread and benchmarking criteria as well as assessing the availability of observable inputs affecting their fair valuation.

The following table presents additional information about assets that are measured at fair value on a recurring basis for which the Company has utilized Level 3 inputs to determine fair value for the following periods:    
F - 30
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


For the Six Months Ended
June 30,
2021 2020
Balance at January 1, $ 33,455  $ 32,470 
 Net realized and unrealized gains or losses included in:
Earnings 9,589  (3,353)
OCI 128  (683)
Origination of IRLCs 53,730  58,529 
Purchases 4,362  610 
Sales (5,685) (3,010)
Conversions to mortgage loans held for sale (53,369) (55,718)
Balance at June 30,
$ 42,210  $ 28,845 
Changes in unrealized gains (losses) included in earnings related to assets still held at period end $ 3,149  $ (5,917)
Changes in unrealized gains (losses) included in OCI related to assets still held at period end $ 128  $ (683)

The following table presents the range and weighted average (WA) used to develop significant unobservable inputs for the fair value measurements of Level 3 assets and liabilities.

As of As of
June 30, 2021 December 31, 2020 June 30,
2021 		December 31,
2020
Valuation technique
Unobservable input(s) (1)
Assets Fair Value Range WA Range WA
IRLCs $ 9,568  $ 9,207  Internal model Pull through rate 55% to 95% 67% 50% to 95% 68%
Mortgage servicing rights 23,202  14,758  External model Discount rate 10% to 13% 10% 10% to 13% 11%
Cost to service $75 to $90 $82 $75 to $90 $82
Prepayment speed 5% to 70% 17% 8% to 60% 22%
Total $ 32,770  $ 23,965 
Liabilities
Contingent consideration payable - Smart AutoCare $ 200  $ 200  Cash Flow Model Forecast Cash EBITDA $20,000 to $30,000 N/A $20,000 to $30,000 N/A
Actuarial Analysis Assumed Claim Liabilities $55,000 $55,000
Total $ 200  $ 200 
(1)    Unobservable inputs were weighted by the relative fair value of the instruments.

The following table presents the carrying amounts and estimated fair values of financial assets and liabilities that are not recorded at fair value and their respective levels within the fair value hierarchy:
As of June 30, 2021 As of December 31, 2020
Level within
fair value
hierarchy 		Fair value Carrying value Level within
fair value
hierarchy 		Fair value Carrying value
Assets:
Debentures (1)
2 $ 23,988  $ 23,988  2 $ 17,703  $ 17,703 
Notes receivable, net 2 65,385  65,385  2 62,075  62,075 
Total assets $ 89,373  $ 89,373  $ 79,778  $ 79,778 
Liabilities:
Debt, net 3 $ 413,026  $ 392,495  3 $ 392,951  $ 377,582 
Total liabilities $ 413,026  $ 392,495  $ 392,951  $ 377,582 
(1)    Included in other investments.

F - 31
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


Debentures: Since interest rates on debentures are at current market rates for similar credit risks, the carrying amount approximates fair value. These values are net of allowance for doubtful accounts.

Notes Receivable, net: To the extent that carrying amounts differ from fair value, fair value is determined based on contractual cash flows discounted at market rates for similar credits. Categorized under Level 2 in the fair value hierarchy. See Note (7) Notes and Accounts Receivable, net.

Debt: The carrying value, which approximates fair value of LIBOR based debt, represents the total debt balance at face value excluding the unamortized discount. The fair value of the Junior subordinated notes is determined based on dealer quotes. Categorized under Level 3 in the fair value hierarchy.

Additionally, the following financial assets and liabilities on the condensed consolidated balance sheets are not carried at fair value, but whose carrying amounts approximate their fair value:

Cash and Cash Equivalents: The carrying amounts of cash and cash equivalents are carried at cost which approximates fair value. Categorized under Level 1 in the fair value hierarchy.

Accounts and Premiums Receivable, net, Retrospective Commissions Receivable and Other Receivables: The carrying amounts approximate fair value since no interest rate is charged on these short duration assets. Categorized under Level 2 in the fair value hierarchy. See Note (7) Notes and Accounts Receivable, net.

Due from Brokers, Dealers, and Trustees and Due to Brokers, Dealers and Trustees: The carrying amounts are included in other assets and other liabilities and accrued expenses and approximate their fair value due to their short term nature. Categorized under Level 2 in the fair value hierarchy.
F - 32
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


(13) Liability for Unpaid Claims and Claim Adjustment Expenses

Roll forward of Claim Liability

The following table presents the activity in the net liability for unpaid losses and allocated loss adjustment expenses of short duration contracts for the following periods:
For the Six Months Ended
June 30,
2021 2020
Policy liabilities and unpaid claims balance as of January 1, $ 233,438  $ 144,384 
     Less: liabilities of policy-holder account balances, gross (5,419) (11,589)
     Less: non-insurance warranty benefit claim liabilities (30,664) (85)
Gross liabilities for unpaid losses and loss adjustment expenses 197,355  132,710 
     Less: reinsurance recoverable on unpaid losses - short duration (113,163) (88,599)
     Less: other lines, gross (247) (230)
Net balance as of January 1, short duration 83,945  43,881 
Incurred (short duration) related to:
     Current year 116,868  73,240 
     Prior years 2,581  9,104 
Total incurred 119,449  82,344 
Paid (short duration) related to:
     Current year 73,847  40,489 
     Prior years 5,398  6,528 
Total paid 79,245  47,017 
Net balance as of June 30, short duration
124,149  79,208 
     Plus: reinsurance recoverable on unpaid losses - short duration 137,194  66,532 
     Plus: other lines, gross 689  242 
Gross liabilities for unpaid losses and loss adjustment expenses 262,032  145,982 
     Plus: liabilities of policy-holder account balances, gross 3,873  9,274 
     Plus: non-insurance warranty benefit claim liabilities 19,735  40,524 
Policy liabilities and unpaid claims balance as of June 30,
$ 285,640  $ 195,780 

The following schedule reconciles the total short duration contracts per the table above to the amount of total losses incurred as presented in the condensed consolidated statements of operations, excluding the amount for member benefit claims:
Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Short duration incurred $ 69,472  $ 36,451  $ 119,449  $ 82,344 
Other lines incurred 45  —  45  — 
Unallocated loss adjustment expenses 224  7  498  90 
Total losses incurred $ 69,741  $ 36,458  $ 119,992  $ 82,434 
During the six months ended June 30, 2021, the Company experienced an increase in prior year development of $2,581, primarily as a result of higher-than-expected claim severity from business written by a small group of producers of our personal and commercial lines of business.

During the six months ended June 30, 2020, the Company experienced an increase in prior year development of $9,104, primarily from its non-standard auto, light commercial and collateral protection lines of business.

Management considers the prior year development for each of the two years to be insignificant in the context of our annual earned premiums, net as well as our net losses and loss adjustment expenses and member benefit claims expenses. We analyze our development on a quarterly basis and given the short duration nature of our products, favorable or adverse
F - 33
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


development emerges quickly and allows for timely reserve strengthening, if necessary, or modifications to our product pricing or offerings.

Based upon our internal analysis, we believe that the amounts recorded for policy liabilities and unpaid claims reasonably represents the amount necessary to pay all claims and related expenses which may arise from incidents that have occurred as of the balance sheet date.
(14) Revenue from Contracts with Customers

The Company’s revenues from insurance and warranty operations are primarily accounted for under Financial Services-Insurance (Topic 944) that are not within the scope of Revenue for Contracts with Customers (Topic 606). The Company’s remaining revenues that are within the scope of Topic 606 are primarily comprised of revenues from contracts with customers for monthly membership dues for motor clubs, monthly administration fees for services provided for premiums, claims and reinsurance processing revenues, vehicle service contracts, vessel related revenue and warranty coverage revenues for household goods and appliances (collectively, remaining contracts).

The following table presents the disaggregated amounts of revenue from contracts with customers by product type for the following periods:
Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Service and Administrative Fees:
Motor club revenue $ 9,472  $ 9,028  $ 18,656  $ 18,763 
Warranty coverage revenue 35,808  21,212  68,876  42,430 
Vessel related revenue 7,918  4,455  13,617  11,701 
Other 6,969  1,390  12,333  3,091 
Revenue from contracts with customers $ 60,167  $ 36,085  $ 113,482  $ 75,985 

Service and Administrative Fees
Service fee revenue is recognized as the services are performed. These services include fulfillment, software development, and claims handling for our customers. Management reviews the financial results under each significant contract on a monthly basis. Any losses that may occur due to a specific contract would be recognized in the period in which the loss is determined probable.

Administrative fee revenue includes the administration of premium associated with our producers and their producer owned reinsurance companies (PORCs). In addition, we also earn fee revenue from debt cancellation programs, motor club programs, and warranty programs. Related administrative fee revenue is recognized consistent with the earnings recognition pattern of the underlying insurance policies, debt cancellation contracts and motor club memberships being administered, using Rule of 78's, modified Rule of 78's, pro rata, or other methods as appropriate for the contract. Management selects the appropriate method based on available information, and periodically reviews the selections as additional information becomes available.

We do not disclose information about remaining performance obligations pertaining to contracts that have an original expected duration of one year or less. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material at June 30, 2021.

The timing of our revenue recognition may differ from the timing of payment by our customers. We record a receivable when revenue is recognized prior to payment and we have an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, we record deferred revenue until the performance obligations are satisfied.

Vessel Related Revenue
The Company generates its revenues from charterers for the charter hire of its vessels. Vessels are chartered under time or voyage charters, where a contract is entered into for the use of a vessel for a specific voyage or a specific period of time and
F - 34
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


at a specified daily charter rate. Charter revenues are recognized as earned on the straight-line basis over the term of the charter as service is provided.
 
Revenue is recognized when a charter agreement exists, the vessel is made available to the charterer and collection of the related revenue is reasonably assured. Unearned revenue includes revenue received prior to the balance sheet date relating to services to be rendered after the balance sheet date.

The following table presents the activity in the significant deferred assets and liabilities related to revenue from contracts with customers for the following period:
January 1, 2021 June 30, 2021
Beginning balance Additions Amortization Ending balance
Deferred acquisition costs
Service and Administrative Fees:
Motor club revenue $ 13,081  $ 15,801  $ 14,410  $ 14,472 
Warranty coverage revenue 48,734  44,544  12,376  80,902 
Total $ 61,815  $ 60,345  $ 26,786  $ 95,374 
Deferred revenue
Service and Administrative Fees:
Motor club revenue $ 16,969  $ 20,254  $ 18,656  $ 18,567 
Warranty coverage revenue 348,391  138,000  68,876  417,515 
Total $ 365,360  $ 158,254  $ 87,532  $ 436,082 

For the periods presented, no write-offs for unrecoverable deferred acquisition costs and deferred revenue were recognized.


(15) Other Assets and Other Liabilities and Accrued Expenses

Other Assets

The following table presents the components of other assets as reported in the condensed consolidated balance sheets:
As of
June 30,
2021 		December 31, 2020
Right of use asset - Operating leases (1)
$ 25,905  $ 27,291 
Furniture, fixtures and equipment, net 15,273  15,798 
Income tax receivable 21,049  19,513 
Mortgage servicing rights 23,202  14,758 
Prepaid expenses 9,786  8,159 
Loans eligible for repurchase 59,737  70,593 
Other 9,503  5,922 
Total other assets $ 164,455  $ 162,034 
(1)    See Note (21) Commitments and Contingencies for additional information.

The following table presents the depreciation expense related to furniture, fixtures and equipment for the following periods:
Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Depreciation expense related to furniture, fixtures and equipment $ 996  $ 759  $ 1,773  $ 1,511 

F - 35
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


Other Liabilities and Accrued Expenses

The following table presents the components of other liabilities and accrued expenses as reported in the condensed consolidated balance sheets:
As of
June 30,
2021 		December 31, 2020
Accounts payable and accrued expenses $ 90,700  $ 106,142 
Operating lease liability (1)
31,725  32,914 
Deferred tax liabilities, net 33,024  24,183 
Securities sold, not yet purchased 27,051  46,637 
Due to brokers 57,944  45,047 
Loans eligible for repurchase liability 59,737  70,593 
Commissions payable 11,974  18,678 
Other 21,780  18,671 
Total other liabilities and accrued expenses $ 333,935  $ 362,865 
(1)    See Note (21) Commitments and Contingencies for additional information.

(16) Other Revenue and Other Expenses

Other Revenue

The following table presents the components of other revenue as reported in the condensed consolidated statement of operations. Other revenue is primarily generated by Tiptree Capital’s non-insurance activities except as noted in the footnote to the table.
Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Other investment income (1)
$ 14,437  $ 9,683  $ 27,170  $ 24,747 
Gain (loss) on sale of businesses (2)
(358) —  (789) — 
Other (3)
2,544  2,454  4,798  4,444 
Total other revenue $ 16,623  $ 12,137  $ 31,179  $ 29,191 
(1)    See Note (6) Investments for the components of Other investment income.
(2)    Relates to the impairment of Luxury. See Note (4) Assets and Liabilities Held for Sale.
(3)    Includes $2,458 and $2,373 for the three months ended June 30, 2021 and 2020, respectively, and $4,587 and $4,258 for the six months ended June 30, 2021 and 2020, respectively, related to Insurance.

Other Expenses

The following table presents the components of other expenses as reported in the condensed consolidated statement of operations:
Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Professional fees $ 9,553  $ 4,663  $ 14,993  $ 11,872 
General and administrative 10,060  5,515  18,063  10,853 
Premium taxes 4,926  3,747  9,862  7,545 
Mortgage origination expenses 4,260  3,562  8,455  7,138 
Rent and related 4,250  3,316  8,386  6,797 
Operating expenses from vessels 3,545  2,804  6,326  6,908 
Loss on extinguishment of debt —  —  —  353 
Other 2,000  1,408  3,876  3,779 
Total other expenses $ 38,594  $ 25,015  $ 69,961  $ 55,245 

F - 36
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


(17) Stockholders’ Equity

Stock Repurchases

The Board of Directors authorized the Company to make repurchases of up to $20,000 of shares of the Company’s outstanding common stock in the aggregate, at the discretion of the Company's Executive Committee. The following table presents the Company’s stock repurchase activity and remaining authorization.
Six Months Ended
June 30, 2021
Number of shares purchased Weighted average price per share
Share repurchase plan 528,662  $ 5.45 
Remaining repurchase authorization $ 13,669 

Warrants

In April 2021, warrants were exercised for 207,445 shares of Tiptree common stock. As of June 30, 2021, there were warrants for 2,008,075 shares of Tiptree common stock outstanding at an exercise price of $7.02.

Dividends

The Company declared cash dividends per share for the following periods presented below:
Dividends per share for the
Six Months Ended
June 30,
2021 2020
First quarter $ 0.04  $ 0.04 
Second quarter (1)
0.04  0.04 
Total cash dividends declared $ 0.08  $ 0.08 
(1)    See Note (24) Subsequent Events for when the dividend was declared.


Statutory Reporting and Insurance Company Subsidiaries Dividend Restrictions

The Company’s U.S. insurance subsidiaries prepare financial statements in accordance with Statutory Accounting Principles (SAP) prescribed or permitted by the insurance departments of their states of domicile. Prescribed SAP includes the Accounting Practices and Procedures Manual of the National Association of Insurance Commissioners (the NAIC) as well as state laws, regulations and administrative rules.

Statutory Capital and Surplus

The Company’s insurance company subsidiaries must maintain minimum amounts of statutory capital and surplus as required
by regulatory authorities, including the NAIC; their capital and surplus levels exceeded respective minimum requirements as
of June 30, 2021 and December 31, 2020.
Statutory Dividends

The Company’s U.S. domiciled insurance company subsidiaries may pay dividends to the Company, subject to statutory restrictions. Payments in excess of statutory restrictions (extraordinary dividends) to the Company are permitted only with prior approval of the insurance department of the applicable state of domicile. The Company eliminates all dividends from its subsidiaries in the condensed consolidated financial statements. There were no dividends paid to the Company by its U.S. domiciled insurance company subsidiaries for the six months ended June 30, 2021 and 2020.

F - 37
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


The following table presents the combined amount available for ordinary dividends of the Company's U.S. domiciled insurance company subsidiaries for the following periods:
As of
June 30,
2021 		December 31, 2020
Amount available for ordinary dividends of the Company's insurance company subsidiaries $ 18,519  $ 13,418 

At June 30, 2021, the maximum amount of dividends that our U.S. domiciled regulated insurance company subsidiaries could pay under applicable laws and regulations without regulatory approval was approximately $18,519. The Company may seek regulatory approval to pay dividends in excess of this permitted amount, but there can be no assurance that the Company would receive regulatory approval if sought.


(18) Accumulated Other Comprehensive Income (Loss)

The following table presents the activity of AFS securities in accumulated other comprehensive income (loss) (AOCI), net of tax, for the following periods:
Total AOCI
Amount attributable to
non-controlling interests 		Total AOCI to Tiptree Inc.
Balance at December 31, 2019 $ 1,711  $ (13) $ 1,698 
Other comprehensive income (losses) before reclassifications 4,178  (21) 4,157 
Amounts reclassified from AOCI (70) —  (70)
OCI 4,108  (21) 4,087 
Adoption of accounting standard (1)
42  —  42 
Balance at June 30, 2020 $ 5,861  $ (34) $ 5,827 
Balance at December 31, 2020 $ 5,702  $ (28) $ 5,674 
Other comprehensive income (losses) before reclassifications (2,750) 12  (2,738)
Amounts reclassified from AOCI (247) —  (247)
OCI (2,997) 12  (2,985)
Balance at June 30, 2021 $ 2,705  $ (16) $ 2,689 
(1)    Amounts reclassified to retained earnings due to adoption of ASU 2016-13. See Note (2) Summary of Significant Accounting Policies of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

The following table presents the reclassification adjustments out of AOCI included in net income and the impacted line items on the condensed consolidated statement of operations for the following periods:

Three Months Ended
June 30, 		Six Months Ended
June 30, 		Affected line item in
condensed consolidated
statements of operations
Components of AOCI 2021 2020 2021 2020
Unrealized gains (losses) on available for sale securities $ 192  $ 87  $ 320  $ 91  Net realized and unrealized gains (losses)
Related tax (expense) benefit (43) (20) (73) (21) Provision for income tax
Net of tax $ 149  $ 67  $ 247  $ 70 


(19) Stock Based Compensation

Equity Plans

2017 Omnibus Incentive Plan
The Company adopted the Tiptree 2017 Omnibus Incentive Plan (2017 Equity Plan) on June 6, 2017, which permits the grant of restricted stock units (RSUs), stock, and stock options up to a maximum of 6,100,000 shares of common stock. The
F - 38
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


general purpose of the 2017 Equity Plan is to attract, motivate and retain selected employees and directors for the Company and its subsidiaries, to provide them with incentives and rewards for performance and to better align their interests with the interests of the Company’s stockholders. Unless otherwise extended, the 2017 Equity Plan terminates automatically on June 6, 2027. The table below summarizes changes to the issuances under the Company’s 2017 Equity Plan for the periods indicated, excluding awards granted under the Company’s subsidiary incentive plans that are exchangeable for Tiptree common stock:
2017 Equity Plan
Number of shares (1)
Available for issuance as of December 31, 2020 3,788,417 
RSU, stock and option awards granted (38,665)
Exchanged for vested subsidiary awards (676,180)
Available for issuance as of June 30, 2021
3,073,572 
(1)    Excludes awards granted under the Company’s subsidiary incentive plans that are exchangeable for Tiptree common stock.

Restricted Stock Units and Stock Awards

Tiptree Corporate Incentive Plans

The Company values RSUs at their grant-date fair value as measured by Tiptree’s common stock price. Generally, the Tiptree RSUs vest and become non-forfeitable with respect to one-third of Tiptree shares granted on each of the first, second and third year anniversaries of the date of the grant, and expensed using the straight-line method over the requisite service period.

Stock Awards - Directors’ Compensation

The Company values the stock awards at their issuance-date fair value as measured by Tiptree’s common stock price. Upon issuance, the awards are deemed to be granted and immediately vested.

The following table presents changes to the issuances of RSUs and stock awards under the 2017 Equity Plan for the periods indicated:
Number of shares issuable Weighted average grant date fair value
Unvested units as of December 31, 2020 953,145  $ 6.52 
Granted
38,665  6.71 
Vested (392,798) 6.44 
Unvested units as of June 30, 2021
599,012  $ 6.59 

The following tables present the detail of the granted and vested RSUs and stock awards for the periods indicated:

Six Months Ended
June 30, 		Six Months Ended
June 30,
Granted 2021 2020 Vested 2021 2020
Directors 38,665  34,515  Directors 38,665  34,515 
Employees (1)
—  469,257  Employees 354,133  474,721 
Total Granted 38,665  503,772  Total Vested 392,798  509,236 
Taxes (34,828) (53,438)
Net Vested 357,970  455,798 
(1)    Includes 256,619 shares that vest ratably over three years and 212,638 shares that cliff vest in February 2023 for the six months ended June 30, 2020.

Subsidiary Incentive Plans

Certain of the Company’s subsidiaries have established incentive plans under which they are authorized to issue equity of those subsidiaries to certain of their employees. Such awards are accounted for as equity. These awards are subject to performance-vesting criteria based on the performance of the subsidiary (performance vesting awards) and time-vesting subject to continued employment (time vesting awards). Following the service period, such vested awards may be exchanged at fair market value, at the option of the holder, for Tiptree common stock under the 2017 Equity Plan. The service period for
F - 39
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


certain grants has been achieved and those vested subsidiary awards are currently eligible for exchange. The Company has the option, but not the obligation to settle the exchange right in cash.
The following table presents changes to the issuances of subsidiary awards under the subsidiary incentive plans for the periods indicated:
Grant date fair value of equity shares issuable
Unvested balance as of December 31, 2020 $ 4,305 
Granted 1,079 
Vested (1,363)
Unvested balance as of June 30, 2021
$ 4,021 

During the six months ended June 30, 2021, vested subsidiary awards were exchanged for 676,180 shares of Tiptree common stock and $50 in cash, for a total exchange award value of $7,326. Additionally, vested subsidiary units were repurchased under the subsidiary purchase plan for cash of $1,056. During the six months ended June 30, 2020, vested subsidiary awards were exchanged for cash, for a total exchange award value of $1,807.

The net vested balance of subsidiary awards eligible for exchange as of June 30, 2021 translates to 1,805,072 shares of Tiptree common stock.

Stock Option Awards

Tiptree Corporate Incentive Plans

Option awards have been granted to the Executive Committee with an exercise price equal to the fair market value of our common stock on the date of grant. The option awards have a 10-year term and are subject to the recipient’s continuous service, a market requirement, and vest one third on each of the three, four, and five year anniversaries of the grant date. The market requirement is the Company's 20-day volume weighted average per share trading price plus actual cash dividends paid following issuance of the option that exceeds the book value on the option grant date. If the service condition is met, the full amount of the compensation expense will be recognized over the appropriate vesting period whether the market requirement is met or not. The options granted after 2017 include a retirement provision and are amortized over the lesser of the service condition or expected retirement date. There were no options granted during the six months ended June 30, 2021. Book value targets for grants in 2020, 2019, 2018, 2017 and 2016 are $11.52, $10.79, $9.97, $10.14 and $8.96, respectively.

During the six months ended June 30, 2021, book value targets for all outstanding options were achieved.

The fair value option grants are estimated on the date of grant using a Black-Scholes-Merton option pricing formula embedded within a Monte Carlo model used to simulate the future stock prices of the Company, which assumes that the market requirement is achieved. Historical volatility was computed based on historical daily returns of the Company’s stock between the grant date and July 1, 2013, the date of the business combination through which Tiptree became a public company. The valuation is done under a risk-neutral framework using the 10-year zero-coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve on the grant date. The current quarterly dividend rates in effect as of the date of the grant are used to calculate a spot dividend yield as of the date of grant for use in the model.

The following table presents the assumptions used to estimate the fair values of the stock options granted for the following periods:
Valuation Input (1)
Six Months Ended June 30, 2020
Assumption Average
Historical volatility 27.60% N/A
Risk-free rate 1.51% N/A
Dividend yield 2.20% N/A
Expected term (years) 7.0
(1) Not applicable for the six months ended June 30, 2021 as there were no new grants during the period.

F - 40
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


The following table presents the Company's stock option activity for the current period:
Options outstanding Weighted average exercise price (in dollars per stock option) Weighted average grant date value (in dollars per stock option) Options exercisable
Balance, December 31, 2020 1,715,619  $ 6.49  $ 2.29  — 
Balance, June 30, 2021
1,715,619  $ 6.49  $ 2.29  712,542 
Weighted average remaining contractual term at June 30, 2021 (in years)
6.6

Stock Based Compensation Expense

The following table presents total stock based compensation expense and the related income tax benefit recognized on the condensed consolidated statements of operations:
Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Employee compensation and benefits $ 1,016  $ 1,920  $ 1,971  $ 3,463 
Director compensation 132  133  242  206 
Income tax benefit (241) (443) (465) (792)
Net stock based compensation expense $ 907  $ 1,610  $ 1,748  $ 2,877 

Additional information on total non-vested stock based compensation is as follows:

As of
June 30, 2021
Stock options Restricted stock awards and RSUs
Unrecognized compensation cost related to non-vested awards $ 363  $ 3,776 
Weighted - average recognition period (in years) 1.07 1.53


(20) Income Taxes

The following table presents the Company’s provision (benefit) for income taxes reflected as a component of income (loss):
Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Total income tax expense (benefit) $ 2,427  $ (5) $ 11,179  $ (21,186)
Effective tax rate (ETR) 21.2  %
(1)
(0.1) %
(2)
22.0  %
(3)
27.4  %
(4)
(1)    Higher than the U.S. federal statutory income tax rate of 21% due to the effect of state taxes, offset by the effects of foreign operations and discrete items.
(2)    Lower than the U.S. federal statutory income tax rate of 21% due to the effect of discrete items, including expected refunds arising from the CARES Act.
(3)     Higher than the U.S. federal statutory income tax rate of 21% due to the effect of state taxes, offset by the effects of foreign operations and discrete items.
(3)    Higher than the U.S. federal statutory income tax rate of 21% due to the effect of state rates and other discrete items.

F - 41
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


(21) Commitments and Contingencies

Operating Leases

All leases are office space leases and are classified as operating leases that expire through 2031. Some of our office leases include the option to extend for up to 5 years or less at management’s discretion. Such extension options were not included in the measurement of the lease liability. Below is a summary of our right of use asset and lease liability as of June 30, 2021:
As of
June 30,
2021
Right of use asset - Operating leases $ 25,905 
Operating lease liability $ 31,725 
Weighted-average remaining lease term (years) 7.1
Weighted-average discount rate (1)
7.4  %
(1)    Discount rate was determined by applying available market rates to lease obligations based upon their term.

As of June 30, 2021, the approximate aggregate minimum future lease payments required for our lease liability over the remaining lease periods are as follows:
June 30,
2021
Remainder of 2021 $ 4,499 
2022 7,758 
2023 6,971 
2024 6,065 
2025 5,450 
2026 and thereafter 18,023 
Total minimum payments 48,766 
Less: liabilities held for sale (650)
Less: present value adjustment (16,391)
Total $ 31,725 

The following table presents rent expense for the Company’s office leases recorded on the condensed consolidated statements of operations for the following periods:
Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Rent expense for office leases (1)
$ 2,251  $ 2,104  $ 4,446  $ 4,237 
(1)     Includes lease expense of $153 and $139 for the three months ended June 30, 2021 and 2020, respectively, and $306 and $240 for the six months ended June 30, 2021 and 2020, respectively, for assets held for sale.


Litigation
The Company is a defendant in Mullins v. Southern Financial Life Insurance Co., which was filed in February 2006, in the Pike County Circuit Court, in the Commonwealth of Kentucky. A class was certified in June 2010. At issue is the duration or term of coverage under certain disability and life credit insurance policies. The action alleges violations of the Consumer Protection Act and certain insurance statutes, as well as common law fraud and seeks compensatory and punitive damages, attorney fees and interest. To date, the court has not awarded sanctions in connection with Plaintiffs’ April 2012 Motion for Sanctions. In July 2021, the court entered an Order granting Plaintiffs’ Motion for Partial Summary Judgment as to certain disability policies, which the Company intends to challenge. No trial or additional hearings are currently scheduled.

The Company considers such litigation customary in the insurance industry. In management's opinion, based on information available at this time, the ultimate resolution of such litigation, which it is vigorously defending, should not be materially
F - 42
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


adverse to the financial position of the Company. It should be noted that large punitive damage awards, bearing little relation to actual damages sustained by plaintiffs, have been awarded in certain states against other companies in the credit insurance business. At this time, the Company cannot estimate a range of loss that is reasonably possible.

The Company and its subsidiaries are parties to other legal proceedings in the ordinary course of business. Although the Company’s legal and financial liability with respect to such proceedings cannot be estimated with certainty, the Company does not believe that these proceedings, either individually or in the aggregate, are likely to have a material adverse effect on the Company’s financial position.

(22) Earnings Per Share

The Company calculates basic net income per share of common stock (common share) based on the weighted average number of common shares outstanding, which includes vested corporate RSUs. Unvested corporate RSUs have a non-forfeitable right to participate in dividends declared and paid on the Company’s common stock on an as vested basis and are therefore considered a participating security. The Company calculates basic earnings per share using the “two-class” method under which the income available to common stockholders is allocated to the unvested corporate RSUs.

Diluted net income attributable to common stockholders includes the effect of unvested subsidiaries’ RSUs, when dilutive. The assumed exercise of all potentially dilutive instruments is included in the diluted net income per common share calculation, if dilutive.

The following table presents a reconciliation of basic and diluted net income per common share for the following periods:
Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
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 allocated to participating securities 142  104  711  — 
Net income (loss) attributable to Tiptree Inc. common shares - basic 7,827  3,712  35,839  (56,191)
Effect of Dilutive Securities:
Securities of subsidiaries (295) (195) (875) — 
Adjustments to income relating to exchangeable interests, net of tax 3  —  1,502  — 
Net income (loss) attributable to Tiptree Inc. common shares - diluted $ 7,535  $ 3,517  $ 36,466  $ (56,191)
Weighted average number of shares of common stock outstanding - basic 32,898,769  33,984,195  32,661,195  34,269,096 
Weighted average number of incremental shares of common stock issuable from exchangeable interests and contingent considerations 669,128  —  2,181,617  — 
Weighted average number of shares of common stock outstanding - diluted
33,567,897  33,984,195  34,842,812  34,269,096 
Basic net income (loss) attributable to common shares $ 0.24  $ 0.11  $ 1.10  $ (1.64)
Diluted net income (loss) attributable to common shares $ 0.22  $ 0.10  $ 1.05  $ (1.64)

(23) Related Party Transactions

Corvid Peak is a related party of the Company because Corvid Peak is deemed to be controlled by Michael Barnes, the Company’s Executive Chairman. Tiptree invested $75,000 to seed new investment funds to be managed by Corvid Peak, which was completely funded in the first quarter of 2020 (the “Corvid Peak Fund”). In addition, effective May 3, 2021 and July 1, 2021, Fortegra and certain of its subsidiaries, respectively, became party to an investment advisory agreement with Corvid Peak (the “IAA”). In connection with the Corvid Peak Fund, under the IAA Corvid Peak charges an annual management fee ranging from 0.20% to 1.25% of net asset value, depending on the asset class and the net asset value of certain asset classes, and an incentive fee equal to 20% of the net profits, subject to a conventional high water mark. The
F - 43
TIPTREE INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
June 30, 2021
(in thousands, except share data)


Company incurred $276 and $225, in the aggregate, of management and incentive fees to Corvid Peak for the three months ended June 30, 2021 and 2020, respectively. The Company incurred $584 and $437, in the aggregate, of management and incentive fees to Corvid Peak for the six months ended June 30, 2021 and 2020, respectively. Beginning January 1, 2021, Tiptree has been allocated 10.2% of certain profits interests earned by Corvid Peak with an additional 10.2% interest for each of the next consecutive four years, so that, as of January 1, 2025, Tiptree’s percentage interest will be 51%.

Pursuant to the Transition Services Agreement, Tiptree and Corvid Peak have mutually agreed to provide certain services to one another. Payments under the Transition Services Agreement in the six months ended June 30, 2021 and 2020 were not material.

Pursuant to the Emeritus Agreement, Tiptree agreed to provide Mr. Inayatullah, a greater than 5% stockholder of the Company, office space and support services, and reimburse Mr. Inayatullah for a portion of benefit expenses in exchange for advice and other consulting services as requested by the Company’s Executive Committee. Transactions related to the Emeritus Agreement in the six months ended June 30, 2021 and 2020 were not material.

(24) Subsequent Events

Effective July 1, 2021, certain of Fortegra’s subsidiaries that were not previously party to the IAA became parties to the IAA.

On August 3, 2021, the Company’s board of directors declared a quarterly cash dividend of $0.04 per share to holders of common stock with a record date of August 23, 2021, and a payment date of August 30, 2021.

On August 3, 2021, Tiptree granted 1,500,000 performance restricted stock units (“PRSUs”) to each of Michael Barnes, Executive Chairman and Jonathan Ilany, Chief Executive Officer and awarded 500,000 PRSUs to Randy Maultsby, President (together, the “Grantees”). A portion of the total number of PRSUs subject to the award will generally vest (subject to a catch-up vesting mechanism) upon achievement of each of five Tiptree share price target milestones ranging from $15 to $60 (adjusted for dividends paid) prior to the tenth anniversary of the date of grant, subject to the Grantee’s continued employment with Tiptree. The PRSUs are intended to cover three years of equity compensation to the Grantees and no new equity awards will be granted to the Grantees for three years. This special award reflects Tiptree’s desire for Messrs. Barnes, Ilany and Maultsby to continue to lead the company for a further significant number of years and to create significant shareholder value over time.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management’s Discussion and Analysis of Financial Conditions and Results of Operations is presented in this section as follows:

•Overview
•Results of Operations
•Non-GAAP Measures and Reconciliations
•Liquidity and Capital Resources
•Critical Accounting Policies and Estimates
•Off-Balance Sheet Arrangements

OVERVIEW

Tiptree is a holding company that allocates capital across a broad spectrum of businesses, assets and other investments. Our principal operating subsidiary and primary source of earnings, Fortegra, along with its subsidiaries, is a leading provider of specialty insurance underwriting, warranty and service contract products, and related service solutions. We also generate earnings from a diverse group of select investments that we refer to as Tiptree Capital, which includes our Mortgage segment and our other, non-insurance businesses and assets. We evaluate our performance primarily by the comparison of our shareholders’ long-term total return on capital, as measured by Adjusted Net Income, Adjusted EBITDA and growth in book value per share plus dividends.

Highlights for the first half 2021 include:

Overall:
•Net income of $36.6 million increased from a net loss of $56.2 million in 2020, which was driven by growth in insurance underwriting operations and improved volumes and margins in our mortgage business, in addition to realized and unrealized gains on investments as compared to losses in 2020.
•Adjusted net income increased 50.7% to $26.3 million, from $17.4 million in 2020, driven by improvement in insurance and mortgage operations. Adjusted return on average equity was 13.5%, as compared to 9.2% in 2020.
•Book value per share of $11.59 as of June 30, 2021, when combined with dividends paid, increased 17.9% from the prior year, and 7.1% from December 31, 2020.
•Cash and cash equivalents of $141.7 million as of June 30, 2021, of which $93.9 million resides outside our statutory insurance subsidiaries.

Insurance:
•Gross written premiums and premium equivalents were $1,076.5 million for the six months ended June 30, 2021, as compared to $711.4 million for the six months ended June 30, 2020, up 51.3% as a result of growth in admitted and surplus insurance lines as well as growth in fee-based warranty programs.
•Total revenues increased 54.0% to $474.8 million, from $308.3 million in 2020, driven by increases in earned premiums, net, service and administrative fees, and net realized and unrealized gains as compared to losses in the prior year period.
•The combined ratio improved to 91.8%, as compared to 92.9% in 2020, driven by the continued scalability of our technology and shared service platform, which improved the expense ratio, while the underwriting ratio remained stable.
•Income before taxes of $36.2 million increased by $49.3 million as compared to a loss before taxes of $13.0 million in 2020. Return on average equity was 19.4% in 2021 as compared to (5.9)% in 2020. The increase in both metrics was operationally driven by revenue growth and an improved combined ratio, in addition to net realized and unrealized gains on investments as compared to losses in the prior year.
•Adjusted net income increased 51.6% to $26.9 million, as compared to $17.7 million in 2020. Adjusted return on average equity was 18.3%, as compared to 12.8% in 2020. The increase in both metrics was driven by revenue growth and the improved combined ratio.
•As of June 30, 2021, total investments combined with cash and cash equivalents were $814.5 million, as compared to $597.9 million as of June 30, 2020. As of June 30, 2021, 77% of the portfolio was invested in high-credit quality fixed income securities with an average S&P rating of AA and a weighted average duration of 2.3 years.

Mortgage:
•Income before taxes of $18.9 million in 2021, as compared to $6.3 million in 2020, with the increase driven by growth in volumes and margins resulting from a lower interest rate environment and home price appreciation.
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•Adjusted net income improved by $3.9 million in 2021, driven by the same factors that impacted net income.
•Return on average equity of 42.8% and adjusted return on average equity of 34.3% in 2021, as compared to 27.5% and 41.3%, respectively, in 2020.

Key Trends:

Our results of operations are affected by a variety of factors including, but not limited to, general economic conditions and GDP growth, market liquidity and volatility, consumer confidence, U.S. demographics, employment and wage growth, business confidence and investment, inflation, interest rates and spreads, the impact of the regulatory environment, and the other factors set forth in Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Generally, our businesses are positively affected by a healthy U.S. consumer, stable to gradually rising interest rates, stable markets and business conditions, and global growth and trade flows. Conversely, rising unemployment, volatile markets, rapidly rising interest rates, changing regulatory requirements and slowing business conditions can have a material adverse effect on our results of operations or financial condition.

Our insurance business generally focuses on products which have low severity but high frequency loss experiences and are short duration. As a result, the business has historically generated significant fee-based revenues. In general, the types of products we offer tend to have limited aggregation risk and, thus, limited exposure to catastrophic and residual risk. We mitigate our underwriting risk through a combination of reinsurance and retrospective commission structures with our agents, distribution partners and/or third-party reinsurers. To mitigate counterparty risk, we ensure our distribution partners’ captive reinsurance entities are over-collateralized with highly liquid investments, primarily cash and cash equivalents. Our insurance results primarily depend on our pricing, underwriting, risk retention and the accuracy of reserves, reinsurance arrangements, returns on invested assets, and policy and contract renewals and run-off. While our insurance operations have historically maintained a relatively stable combined ratio which support steady earnings, our initiatives to change our business mix along with economic factors could generate different results than we have historically experienced. We believe there will continue to be growth opportunities to expand our specialty insurance and warranty business model to other niche products and markets.

Our insurance investment portfolio primarily serves as a source to pay claims and secondarily as a source of income for our operations. Our investments include fixed maturity securities, loans, credit investment funds, and equity securities. Many of our investments are held at fair value. Changes in fair value for loans, credit investment funds, and equity securities are reported quarterly as unrealized gains or losses in revenues and can be impacted by changes in interest rates, credit risk, or market risk, including specific company or industry factors. Our equity holdings are relatively concentrated. General equity market trends, along with company and industry specific factors, can impact the fair value of our holdings and can result in unrealized gains and losses affecting our results.

Our businesses can also be impacted in various ways by changes in interest rates, which can result in fluctuations in the fair value of our investments, revenues associated with floating rate investments, volume and revenues in our mortgage business and interest expense associated with floating rate debt used to fund many of our operations. Rising interest rates could impact the value of certain of our fixed income securities, with any unrealized losses recorded in equity, and if realized, could impact our results of operations. Offsetting the impact of a rising interest rate environment, new investments in fixed rate instruments from both maturities and portfolio growth can result in higher interest income on our investments over time. In declining interest rate environments, the opposite impacts could occur. In addition, certain of our investments are LIBOR based, which has resulted in lower investment income during the recent period of extended low rates. Rising interest rates can also impact our cost of LIBOR based debt obligations, while declining rates can decrease our cost of debt. Our secured revolving and term credit agreements, preferred trust securities and asset-based revolving financing are all floating rate obligations.

Low mortgage rates due to the Federal Reserve intervention in mortgage markets and rising home prices in certain markets, has resulted in a combination of higher mortgage volumes and margins beginning in the second quarter of 2020 and continuing into the first half of 2021, which has been a benefit to our mortgage operations. The recent low interest rate environment also benefits our interest cost on debt, although our corporate debt remains above current LIBOR rates. There can be no assurance that these positive trends will continue, the reversal of which could have a materially negative impact on our results of operations, and which may only be partially mitigated by the benefit to our LIBOR based investments.

Common shares of Invesque represent a significant asset on our condensed consolidated balance sheet, both as part of our insurance investments and separately in Tiptree Capital. Our investment in Invesque, which operates in the seniors housing, skilled nursing and medical office industries, is carried on our condensed consolidated balance sheet at fair value. In April
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2020, in response to the uncertainty in the industry, Invesque suspended its dividend to conserve liquidity. In combination with the impact of the COVID-19 pandemic on occupancy rates, Invesque’s stock declined significantly, which had a material impact on the carrying value of our investment and results of operations. While their stock price and the value of our investment increased in the first six months of 2021, any additional declines in the fair value of Invesque’s common stock could have a significant impact on our results of operations and the value of our investment.

The maritime transportation industry is highly competitive and fragmented. Demand for shipping capacity is a function of global economic conditions and the related demand for commodities, production and consumption patterns, and is affected by events which interrupt production, trade routes, and consumption. The shipping industry is cyclical with high volatility in charter hire rates and profitability, which can change rapidly. General global economic conditions, along with company and industry specific factors, are expected to continue to impact the fair value of our vessels and associated operating results. While there is a current imbalance in supply and demand for shipping capacity, which has led to a cyclical high in dry-bulk charter rates in the second quarter of 2021, a change in those factors and/or changes in global economic conditions could result in substantially lower charter rates, which could negatively impact our results of operations and the carrying value of our vessels.

RESULTS OF OPERATIONS
The following is a summary of our condensed consolidated financial results for the three and six months ended June 30, 2021 and 2020. In addition to GAAP results, management uses the Non-GAAP measures Adjusted net income, Adjusted return on average equity, Adjusted EBITDA 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 EBITDA is also used in determining incentive compensation for the Company’s executive officers. 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. The Company defines Adjusted EBITDA as GAAP net income of the Company plus corporate interest expense, plus income taxes, plus depreciation and amortization expense, less the effects of purchase accounting, plus non-cash fair value adjustments, plus significant non-recurring expenses, and plus unrealized gains (losses) on available for sale securities that are reported in other comprehensive income. Adjusted net income, Adjusted return on average equity and Adjusted EBITDA 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.

Selected Key Metrics
($ in thousands, except per share information) Three Months Ended
June 30, 		Six Months Ended
June 30,
GAAP: 2021 2020 2021 2020
Total revenues $ 299,687  $ 199,194  $ 594,375  $ 328,865 
Net income (loss) attributable to common stockholders $ 7,969  $ 3,816  $ 36,550  $ (56,191)
Diluted earnings per share $ 0.22  $ 0.10  $ 1.05  $ (1.64)
Cash dividends paid per common share $ 0.04  $ 0.04  $ 0.08  $ 0.08 
Return on average equity 9.0  % 5.1  % 20.4  % (29.6) %
Non-GAAP: (1)
Adjusted net income
$ 13,125  $ 10,526  $ 26,280  $ 17,433 
Adjusted return on average equity 13.1  % 12.2  % 13.5  % 9.2  %
Adjusted EBITDA $ 26,555  $ 17,423  $ 72,238  $ (53,106)
Book value per share $ 11.59  $ 9.97  $ 11.59  $ 9.97 
(1)    See “—Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.

Revenues

For the three months ended June 30, 2021, revenues were $299.7 million, which increased $100.5 million or 50.4% compared to the prior year period, primarily driven by growth in earned premiums, net, and service and administrative fees in our insurance business and net realized and unrealized gains in the 2021 period compared to losses in the 2020 period.

For the six months ended June 30, 2021, revenues were $594.4 million, which increased $265.5 million, or 80.7% compared
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to the prior year period. In addition to the factors impacting quarterly revenues, improvement in mortgage volumes and margins led to increased realized gain on sale of mortgage loans for the six month period.

The combination of unearned premiums and deferred revenues on the condensed consolidated balance sheet grew by $408.5 million, or 39.6%, from June 30, 2020 to June 30, 2021 as a result of Fortegra’s growth in gross written premiums and premium equivalents, primarily related to admitted and excess and surplus (E&S) insurance lines as well as warranty service contracts.

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.

Net Income (Loss) Attributable to common stockholders

For the three months ended June 30, 2021, net income attributable to common stockholders was $8.0 million, an increase of $4.2 million. For the six months ended June 30, 2021, net income attributable to common stockholders was $36.6 million, an increase of $92.7 million from a net loss of $56.2 million for the six months ended June 30, 2020, driven by the same factors which drove improvements in revenue, partially offset by higher policy and contract benefits, commission expense and premium taxes associated with higher insurance volumes, higher incentive compensation costs related to the improved performance and higher interest costs.

Adjusted net income & Adjusted return on average equity - Non-GAAP

Adjusted net income for the three months ended June 30, 2021 was $13.1 million, an increase of $2.6 million, or 24.7%, from the three months ended June 30, 2020. For the three months ended June 30, 2021, adjusted return on average equity was 13.1%, as compared to 12.2% at June 30, 2020, with the increase in both metrics driven by improved performance in our insurance and shipping operations.

Adjusted net income for the six months ended June 30, 2021 was $26.3 million, an increase of $8.8 million, or 50.7%, from the six months ended June 30, 2020. For the six months ended June 30, 2021, adjusted return on average equity was 13.5%, as compared to 9.2% at June 30, 2020, with the increase in both metrics driven by improved performance in our insurance and mortgage operations.

Adjusted EBITDA - Non-GAAP

Adjusted EBITDA for the three months ended June 30, 2021 was $26.6 million, an increase of $9.1 million from 2020. Adjusted EBITDA for the six months ended June 30, 2021 was $72.2 million, an increase of $125.3 million from 2020. The improvement in both periods was substantially driven by realized and unrealized gains in the 2021 periods compared to losses in the 2020 periods, in addition to the improved operating performance noted above.

Book Value per share - Non-GAAP

Total stockholders’ equity was $405.0 million as of June 30, 2021 compared to $373.5 million as of December 31, 2020. In the six months ended June 30, 2021, Tiptree returned $5.5 million to stockholders through share repurchases and dividends paid. Book value per share for the period ended June 30, 2021 was $11.59, an increase from book value per share of $9.97 as of June 30, 2020. The key drivers of the increase over the past four quarters were net income per share and the purchase of 1.6 million shares at a discount to book value partially offset by dividends paid of $0.16 per share, and issuance of shares related to warrants and vested subsidiary awards.

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
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compensation and benefits, and other expenses, including, but not limited to, public company expenses. For the three and six months ended June 30, 2021, Mortgage has been broken out of Tiptree Capital as a reportable segment because for the year ended December 31, 2020 it met the quantitative threshold for disclosure. Prior year segments have been conformed to the current year presentation.

The following tables present the components of Revenue, Income (loss) before taxes and Adjusted net income.

($ 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)    See “—Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.

Insurance

Our principal operating subsidiary, Fortegra, is a specialty insurance program underwriter and service provider, which focuses on niche programs and fee-oriented services. Our combination of specialty insurance underwriting, warranty and service contract products, and related service solutions delivered through a vertically integrated business model creates a blend of traditional underwriting revenues, investment income and unregulated fee revenues. We are an agent-driven business model, distributing our products through independent insurance agents, consumer finance companies, online retailers, auto dealers, and regional big box retailers to deliver products that complement the consumer transaction.

The following tables present the Insurance segment results for the three and six months ended June 30, 2021 and 2020.

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Results of Operations - Three Months Ended June 30, 2021 compared to 2020

($ in thousands) Three Months Ended June 30,
2021 2020 Change % Change
Revenues:
Earned premiums, net $ 176,958  $ 107,255  $ 69,703  65.0  %
Service and administrative fees 63,700  42,865  20,835  48.6  %
Ceding commissions 3,080  4,535  (1,455) (32.1) %
Net investment income 3,234  2,292  942  41.1  %
Net realized and unrealized gains (losses) 2,824  5,635  (2,811) (49.9) %
Other revenue 2,459  2,372  87  3.7  %
Total revenues $ 252,255  $ 164,954  $ 87,301  52.9  %
Expenses:
Net losses and loss adjustment expenses $ 69,741  $ 36,458  $ 33,283  91.3  %
Member benefit claims 19,452  12,689  6,763  53.3  %
Commission expense 99,543  67,903  31,640  46.6  %
Employee compensation and benefits 18,392  14,916  3,476  23.3  %
Interest expense 4,525  3,582  943  26.3  %
Depreciation and amortization 4,407  2,630  1,777  67.6  %
Other expenses 21,491  12,688  8,803  69.4  %
Total expenses $ 237,551  $ 150,866  $ 86,685  57.5  %
Income (loss) before taxes (1)
$ 14,704  $ 14,088  $ 616  4.4  %
Key Performance Metrics:
Gross written premiums and premium equivalents
$ 571,478  $ 318,942  $ 252,536  79.2  %
Return on average equity 16.2  % 16.2  %
Underwriting ratio
76.7  % 74.5  %
Expense ratio 15.5  % 17.6  %
Combined ratio 92.1  % 92.1  %
Non-GAAP Financial Measures (2):
Adjusted net income
$ 14,091  $ 8,988  $ 5,103  56.8  %
Adjusted return on average equity 20.1  % 12.9  %
(1)    Net income was $11,370 for the three months ended June 30, 2021 compared to a net income of $11,303 for the three months ended June 30, 2020.
(2)    See “—Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.

Revenues

Earned Premiums, net

Earned premiums, net represent the earned portion of our gross written and assumed premiums, less the earned portion that is ceded to third-party reinsurers under our reinsurance agreements. Our insurance policies generally have a term of six months to seven years depending on the underlying product and premiums are earned pro rata over the term of the policy. At the end of each reporting period, premiums written but not earned are classified as unearned premiums and are earned in subsequent periods over the remaining term of the policy.

Service and Administrative Fees

Service and administrative fees represent the earned portion of our gross written premiums and premium equivalents, which is generated from non-insurance programs including warranty service contracts, motor club programs and other services offered as part of our vertically integrated product offerings. Such fees are typically positively correlated with transaction volume and are recognized as revenue when realized and earned. At the end of each reporting period, gross written premiums and premium equivalents written for service contracts not earned are classified as deferred revenue, which are earned in subsequent periods over the remaining term of the policy.

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Ceding Commissions and Other Revenue

Ceding commissions and other revenue consists of commissions earned on policies written on behalf of third-party insurance companies with no exposure to the insured risk and certain fees earned in conjunction with underwriting policies. Other revenue also includes the interest income earned on our premium finance product offering.

Net Investment Income

We earn investment income on our portfolio of invested assets. Our invested assets are primarily comprised of fixed maturity securities, and may also include cash and cash equivalents and equity securities. The principal factors that influence net investment income are the size of our investment portfolio, the yield on that portfolio and expenses due to external investment managers.

Net Realized and Unrealized Gains (Losses)

Net realized and unrealized gains (losses) on investments are a function of the difference between the amount received by us on the sale of a security and the security’s cost-basis, as well as any “other-than-temporary” impairments and allowances for credit losses which are recognized in earnings. In addition, we carry our equity securities at fair value with unrealized gains and losses included in this line.

Revenues - Three Months Ended June 30, 2021 compared to 2020

For the three months ended June 30, 2021, total revenues increased 52.9%, to $252.3 million, as compared to $165.0 million for the three months ended June 30, 2020. Earned premiums, net of $177.0 million increased $69.7 million, or 65.0%, driven by growth in commercial, credit and warranty insurance programs. Service and administrative fees of $63.7 million increased by 48.6% driven by growth in warranty and consumer goods service contract revenues. Ceding commissions of $3.1 million decreased by $1.5 million, or 32.1%, driven by lower fees associated with higher premium retention in certain credit insurance and collateral protection programs. Other revenues increased by $0.1 million, or 3.7%, driven by growth in our premium and warranty finance programs.

For the three months ended June 30, 2021, 27.4% of our revenues were derived from fees that were not solely dependent upon the underwriting performance of our insurance products, resulting in more diversified earnings. For the three months ended June 30, 2021, 80.9% of our fee-based revenues were generated in non-regulated service companies, with the remainder in our regulated insurance companies.

For the three months ended June 30, 2021, net investment income was $3.2 million as compared to $2.3 million in the prior year period, primarily driven by growth in investments. Net realized and unrealized gains were $2.8 million, a decrease of $2.8 million.

Expenses

Underwriting and fee expenses under insurance and warranty service contracts include losses and loss adjustment expenses, member benefit claims and commissions expense.

Net Losses and Loss Adjustment Expenses

Net losses and loss adjustment expenses represent actual insurance claims paid, changes in unpaid claim reserves, net of amounts ceded and the costs of administering claims for insurance lines. Incurred claims are impacted by loss frequency, which is a measure of the number of claims per unit of insured exposure, and loss severity, which is based on the average size of claims. Loss occurrences in our insurance products are characterized by low severity and high frequency. Factors affecting loss frequency and loss severity include the volume of underwritten contracts, changes in claims reporting patterns, claims settlement patterns, judicial decisions, economic conditions, morbidity patterns and the attitudes of claimants towards settlements, and original pricing of the product for purposes of the loss ratio in relation to loss emergence over time. Losses and loss adjustment expenses are based on an actuarial analysis of the estimated losses, including losses incurred during the period and changes in estimates from prior periods.

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Member Benefit Claims

Member benefit claims represent the costs of services and replacement devices incurred in warranty and motor club service contracts. Member benefit claims represent claims paid on behalf of contract holders directly to third-party providers for roadside assistance and for the repair or replacement of covered products. Claims can also be paid directly to contract holders as a reimbursement payment, provided supporting documentation of loss is submitted to the Company. Claims are recognized as expense when incurred.

Commission Expense

Commission expenses reflect commissions we pay retail agents, program administrators and managing general underwriters, net of ceding commissions we receive on business ceded under certain reinsurance contracts. Commission expenses related to each policy we write are deferred and amortized to expense in proportion to the premium earned over the policy life. Commission expense is incurred on most product lines. The majority of commissions are retrospective commissions paid to agents, distributors and retailers selling our products, including credit insurance policies, warranty service contracts and motor club memberships. When claims increase, in most cases our distribution partners bear the risk through a reduction in their retrospective commissions. Commission rates are, in many cases, set by state regulators, such as in credit and collateral protection programs and are also impacted by market conditions and the retention levels of our distribution partners.

Operating and Other Expenses

Operating and other expenses represent the general and administrative expenses of our insurance operations including employee compensation and benefits and other expenses, including, technology costs, office rent, and professional services fees, such as legal, accounting and actuarial services.

Interest Expense

Interest expense consists primarily of interest expense on our corporate revolving debt, our Notes, our preferred trust securities due June 15, 2037 (Preferred Trust Securities) and asset-based debt for our premium finance and warranty service contract financing, which is non-recourse to Fortegra.

Depreciation and Amortization

Depreciation expense is primarily associated with furniture, fixtures and equipment. Amortization expense is primarily associated with purchase accounting amortization including values associated with acquired customer relationships, trade names and internally developed software and technology.

Expenses - Three Months Ended June 30, 2021 compared to 2020

For the three months ended June 30, 2021, net losses and loss adjustment expenses were $69.7 million, member benefit claims were $19.5 million and commission expense was $99.5 million, as compared to $36.5 million, $12.7 million and $67.9 million, respectively, for the three months ended June 30, 2020. The increases in net losses and loss adjustment expenses of $33.3 million, or 91.3%, and member benefit claims of $6.8 million, or 53.3%, were driven by growth in our U.S. Insurance and U.S. Warranty Solutions programs. Commission expense increased by $31.6 million, or 46.6%, driven by growth in revenues and an increase in retrospective commission payments, which were partially offset by lower proportional net losses and loss adjustment expenses.

For the three months ended June 30, 2021, employee compensation and benefits were $18.4 million and other expenses were $21.5 million, as compared to $14.9 million and $12.7 million, respectively, for the three months ended June 30, 2020. Employee compensation and benefits increased by $3.5 million, or 23.3%, driven by the acquisition of Sky Auto and investments in human capital associated with our growth objectives in admitted, E&S and warranty programs. Other expenses increased by $8.8 million, or 69.4%, driven primarily by increased marketing and advertising costs aligned with growth in revenues from Sky Auto, increases in premium taxes, which grew in line with written premiums, and $1.8 million of non-recurring professional and audit fees associated with preparation of the registration statement for the potential Fortegra initial public offering in 2021 (which registration statement has been withdrawn).

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For the three months ended June 30, 2021, interest expense was $4.5 million as compared to $3.6 million for the three months ended June 30, 2020. The increase in interest expense of $0.9 million, or 26.3%, was primarily driven by higher outstanding revolving credit borrowings and increased asset-based debt for our premium and warranty finance programs.

For the three months ended June 30, 2021, depreciation and amortization expense was $4.4 million, including $3.8 million of intangible amortization related to purchase accounting associated with the acquisitions of Fortegra, Smart AutoCare and Sky Auto, as compared to $2.6 million, including $2.5 million of intangible amortization from purchase accounting related to Fortegra and Smart AutoCare for 2020.


Results of Operations - Six Months Ended June 30, 2021 compared to 2020

($ in thousands) Six Months Ended June 30,
2021 2020 Change % Change
Revenues:
Earned premiums, net $ 323,877  $ 228,576  $ 95,301  41.7  %
Service and administrative fees 121,750  86,589  35,161  40.6  %
Ceding commissions 6,105  11,060  (4,955) (44.8) %
Net investment income 6,001  5,780  221  3.8  %
Net realized and unrealized gains (losses) 12,496  (27,968) 40,464  NM%
Other revenue 4,589  4,257  332  7.8  %
Total revenues $ 474,818  $ 308,294  $ 166,524  54.0  %
Expenses:
Net losses and loss adjustment expenses $ 119,992  82,434  $ 37,558  45.6  %
Member benefit claims 36,375  27,589  8,786  31.8  %
Commission expense 188,188  138,304  49,884  36.1  %
Employee compensation and benefits 37,481  31,958  5,523  17.3  %
Interest expense 8,829  7,230  1,599  22.1  %
Depreciation and amortization 8,598  4,900  3,698  75.5  %
Other expenses 39,123  28,908  10,215  35.3  %
Total expenses $ 438,586  $ 321,323  $ 117,263  36.5  %
Income (loss) before taxes (1)
$ 36,232  $ (13,029) $ 49,261  NM%
Key Performance Metrics:
Gross written premiums and premium equivalents
$ 1,076,479  $ 711,353  $ 365,126  51.3  %
Return on average equity 19.4  % (5.9) %
Underwriting ratio
75.5  % 75.1  %
Expense ratio 16.3  % 17.7  %
Combined ratio 91.8  % 92.9  %
Non-GAAP Financial Measures (2):
Adjusted net income
$ 26,867  $ 17,724  $ 9,143  51.6  %
Adjusted return on average equity 18.3  % 12.8  %
(1)    Net income was $28,469 for the six months ended June 30, 2021 compared to a net loss of $8,151 for the six months ended June 30, 2020.
(2)    See “—Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.


Revenues - Six Months Ended June 30, 2021 compared to 2020

For the six months ended June 30, 2021, total revenues increased 54.0%, to $474.8 million, as compared to $308.3 million for the six months ended June 30, 2020. Earned premiums, net of $323.9 million increased $95.3 million, or 41.7%, driven by growth in commercial, credit and warranty insurance programs. Service and administrative fees of $121.8 million increased by 40.6% driven by growth in warranty and consumer goods service contract revenues. Ceding commissions of $6.1 million decreased by $5.0 million, or 44.8%, driven by lower fees associated with increased premium retention in certain credit insurance and collateral protection programs. Other revenues increased by $0.3 million, or 7.8%, driven by growth in our premium and warranty finance programs.

For the six months ended June 30, 2021, 27.9% of our revenues were derived from fees that were not solely dependent upon
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the underwriting performance of our insurance products, resulting in more diversified earnings. For the six months ended June 30, 2021, 80.9% of our fee-based revenues were generated in non-regulated service companies, with the remainder in our regulated insurance companies.

For the six months ended June 30, 2021, net investment income was $6.0 million as compared to $5.8 million in the prior year period, driven by growth in investments, partially offset by lower interest rates. Net realized and unrealized gains were $12.5 million, an increase of $40.5 million, driven primarily by realized and unrealized gains on equity securities in the 2021 period, as compared to losses on equity securities and other investments in the 2020 period.

Expenses - Six Months Ended June 30, 2021 compared to 2020

For the six months ended June 30, 2021, net losses and loss adjustment expenses were $120.0 million, member benefit claims were $36.4 million and commission expense was $188.2 million, as compared to $82.4 million, $27.6 million and $138.3 million, respectively, for the six months ended June 30, 2020. The increases in net losses and loss adjustment expenses of $37.6 million, or 45.6%, and member benefit claims of $8.8 million, or 31.8%, were driven by growth in our U.S. Insurance, U.S. Warranty Solutions and Europe Warranty Solutions programs. Commission expense increased by $49.9 million, or 36.1%, driven by growth in revenues and an increase in retrospective commission payments, which were partially offset by lower proportional net losses and loss adjustment expenses.

For the six months ended June 30, 2021, employee compensation and benefits were $37.5 million and other expenses were $39.1 million, as compared to $32.0 million and $28.9 million, respectively, for the six months ended June 30, 2020. Employee compensation and benefits increased by $5.5 million, or 17.3%, driven by the acquisition of Sky Auto and investments in human capital associated with our growth objectives in admitted, E&S and warranty programs. Other expenses increased by $10.2 million, or 35.3%, driven primarily by increased marketing and advertising costs aligned with growth in revenues from Sky Auto, and increases in premium taxes, which grew in line with written premiums. Other expenses were elevated by $2.1 million and $2.2 million for the six months ended June 30, 2021 and 2020, respectively, related to non-recurring professional and audit fees associated with preparation of the registration statement for the potential Fortegra initial public offering in 2021 (which registration statement has been withdrawn), and investment banking and legal expenses for our acquisition of Smart AutoCare in 2020.

For the six months ended June 30, 2021, interest expense was $8.8 million as compared to $7.2 million for the six months ended June 30, 2020. The increase in interest expense of $1.6 million, or 22.1%, was primarily driven by higher outstanding revolving credit borrowings and increased asset-based debt for our premium and warranty finance programs.

For the six months ended June 30, 2021, depreciation and amortization expense was $8.6 million, including $7.7 million of intangible amortization related to purchase accounting associated with the acquisitions of Fortegra, Smart AutoCare and Sky Auto, as compared to $4.9 million, including $4.7 million of intangible amortization from purchase accounting related to Fortegra and Smart AutoCare for 2020.

Key Performance Metrics

We discuss certain key performance metrics, described below, which provide useful information about our business and the operational factors underlying our financial performance.

Gross Written Premiums and Premium Equivalents

Gross written premiums and premium equivalents represent total gross written premiums from insurance policies and warranty service contracts issued, as well as premium finance volumes during a reporting period. They represent the volume of insurance policies written or assumed and warranty service contracts issued during a specific period of time without reduction for policy acquisition costs, reinsurance costs or other deductions. Gross written premiums is a volume measure commonly used in the insurance industry to compare sales performance by period. Premium equivalents are used to compare sales performance of warranty service and administrative contract volumes to gross written premiums. Investors also use these measures to compare sales growth among comparable companies, while management uses these measures to evaluate the relative performance of various sales channels.

The below table shows gross written premiums and premium equivalents by business mix for the three and six months ended June 30, 2021 and 2020.
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($ in thousands) Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
U.S. Insurance $ 364,859  $ 193,705  $ 703,018  $ 439,674 
U.S. Warranty Solutions 182,908  116,767  333,694  250,104 
Europe Warranty Solutions 23,711  8,470  39,767  21,575 
Total $ 571,478  $ 318,942  $ 1,076,479  $ 711,353 

Total gross written premiums and premium equivalents for the six months ended June 30, 2021 were $1,076.5 million as compared to $711.4 million in 2020. The growth of $365.1 million, or 51.3%, is driven by a combination of factors including growing our distribution partner network, expanding our admitted and E&S insurance lines, and increasing penetration through our recent warranty acquisitions of Smart AutoCare (January 2020) and Sky Auto (December 2020). Additionally, certain distribution partners were impacted by COVID-19 shutdowns in the second quarter 2020, providing for a more favorable period over period comparison.

For the six months ended June 30, 2021, U.S. Insurance increased by $263.3 million, or 59.9%, driven by growth in commercial, credit, collateral protection and warranty insurance lines. For the six months ended June 30, 2021, U.S. Warranty Solutions increased by $83.6 million, or 33.4%, driven by growth in auto and consumer goods service contracts, including the acquisition of Sky Auto. Europe Warranty Solutions increased by $18.2 million, or 84.3%, driven by growth in auto and consumer goods warranty programs.

The growth in gross written premiums and premium equivalents, combined with higher retention in select products for June 30, 2021, has resulted in an increase of $408.5 million, or 39.6%, in unearned premiums and deferred revenue on the condensed consolidated balance sheets as compared to June 30, 2020. As of June 30, 2021, unearned premiums and deferred revenues were $1,441.1 million, as compared to $1,032.6 million as of June 30, 2020.

Combined Ratio, Underwriting Ratio and Expense Ratio

Combined ratio is an operating measure, which equals the sum of the underwriting ratio and the expense ratio. Underwriting ratio is the ratio of the GAAP line items net losses and loss adjustment expenses, member benefit claims and commission expense to earned premiums, net, service and administrative fees and ceding commissions and other revenue. Expense ratio is the ratio of the GAAP line items employee compensation and benefits and other underwriting, general and administrative expenses to earned premiums, net, service and administrative fees and ceding commissions and other revenue.

A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss. These ratios are commonly used in the insurance industry as a measure of underwriting profitability, excluding earnings on the insurance portfolio. Investors commonly use these measures to compare underwriting performance among companies separate from the performance of the investment portfolio. Management uses these measures to compare the profitability of various products we underwrite as well as profitability among programs of our various agents and sales channels.

The combined ratio was 91.8% for the six months ended June 30, 2021, which consisted of an underwriting ratio of 75.5% and an expense ratio of 16.3%, as compared to 92.9%, 75.1% and 17.7%, respectively, for the six months ended June 30, 2020. The improvement in the combined ratio year over year is primarily driven by the continued scalability of our technology and shared service platform, decreasing our expense ratio.

Return on Average Equity

Return on average equity is expressed as the ratio of net income to average stockholders’ equity during the period. Management uses this ratio as a measure of the on-going performance of the totality of the Company’s operations.

Return on average equity was 19.4% for the six months ended June 30, 2021, as compared to (5.9)% for the six months ended June 30, 2020, with the increase in net income and annualized return on average equity driven operationally by revenue growth and an improved combined ratio, in addition to net realized and unrealized gains in the 2021 period compared to net realized and unrealized losses in the 2020 period.

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Non-GAAP Financial Measures

Underwriting and Fee Revenues and Underwriting and Fee Margin - Non-GAAP(1)

In order to better explain to investors the underwriting performance of the Company’s programs and the respective retentions between the Company and its agents and reinsurance partners, we use the non-GAAP metrics – underwriting and fee revenues and underwriting and fee margin. We generally manage our exposure to the risks we underwrite using both reinsurance (e.g., quota share and excess of loss) and retrospective commission agreements with our agents (e.g., commissions paid are adjusted based on the actual underlying losses incurred), which mitigate our risk. Period-over-period comparisons of revenues and expenses are often impacted by the agents and their PORC’s choice as to their risk retention appetite, specifically earned premiums, net, service and administration fees, ceding commissions, and other revenue, all components of revenue, and losses and loss adjustment expenses, member benefit claims, and commissions paid to our agents and reinsurers. Generally, when losses are incurred, the risk which is retained by our agents and reinsurers is reflected in a reduction in commissions paid.

Underwriting and fee revenues represents total revenues excluding net investment income, net realized and unrealized gains (losses). See “—Non-GAAP Reconciliations” for a reconciliation of underwriting and fee revenues to total revenues in accordance with GAAP.

Underwriting and fee margin represents income before taxes excluding net investment income, net realized and unrealized gains (losses), employee compensation and benefits, other expenses, interest expense and depreciation and amortization. We deliver our products and services on a vertically integrated basis to our agents. As such, underwriting and fee margin exclude general and administrative expenses, interest income, depreciation and amortization and other corporate expenses, including income taxes, as these corporate expenses support our vertically integrated delivery model and are not specifically supporting any individual business line. See “—Non-GAAP Reconciliations” for a reconciliation of underwriting and fee margin to total revenues in accordance with GAAP.

The below table shows underwriting and fee revenues and underwriting and fee margin by business mix for the three and six months ended June 30, 2021 and 2020.
Three Months Ended June 30,
($ in thousands)
Underwriting and Fee Revenues (1)
Underwriting and Fee Margin (1)
2021 2020 2021 2020
U.S. Insurance $ 179,230  $ 115,460  $ 34,617  $ 23,694 
U.S. Warranty Solutions 56,015  37,319  21,360  14,491 
Europe Warranty Solutions 10,952  4,248  1,484  1,792 
Total $ 246,197  $ 157,027  $ 57,461  $ 39,977 
(1)    See “—Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.


Underwriting and fee revenues were $246.2 million for the three months ended June 30, 2021 as compared to $157.0 million for the three months ended June 30, 2020. Total underwriting and fee revenues increased $89.2 million, or 56.8%, driven by growth in U.S. Insurance, U.S. Warranty Solutions and Europe Warranty Solutions. The increase in U.S. Insurance was $63.8 million, or 55.2%, driven by growth in commercial, credit and warranty insurance programs. The increase in U.S. Warranty Solutions was $18.7 million, or 50.1%, driven by growth in auto, consumer goods, and premium and warranty finance programs, including the acquisition of Sky Auto. Europe Warranty Solutions increased by $6.7 million, or 157.8%, driven by growth in auto and consumer goods warranty programs.

Underwriting and fee margin was $57.5 million for the three months ended June 30, 2021 as compared to $40.0 million for the three months ended June 30, 2020. Total underwriting and fee margin increased $17.5 million, or 43.7%, driven by growth across U.S. Insurance and U.S. Warranty Solutions. U.S. Insurance underwriting ratio of 80.7% increased by 1.2% driven by change in business mix. U.S. Warranty Solutions underwriting ratio of 61.9% remained stable period over period.
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Six Months Ended June 30,
($ in thousands)
Underwriting and Fee Revenues (1)
Underwriting and Fee Margin (1)
2021 2020 2021 2020
U.S. Insurance $ 329,043  $ 246,690  $ 64,807  $ 50,177 
U.S. Warranty Solutions 107,134  74,980  41,998  28,224 
Europe Warranty Solutions 20,144  8,812  4,961  3,754 
Total $ 456,321  $ 330,482  $ 111,766  $ 82,155 
(1)    See “—Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.


Underwriting and fee revenues were $456.3 million for the six months ended June 30, 2021 as compared to $330.5 million for the six months ended June 30, 2020. Total underwriting and fee revenues increased $125.8 million, or 38.1%, driven by growth in U.S. Insurance, U.S. Warranty Solutions and Europe Warranty Solutions. The increase in U.S. Insurance was $82.4 million, or 33.4%, driven by growth in commercial, credit and warranty insurance programs. The increase in U.S. Warranty Solutions was $32.2 million, or 42.9%, driven by growth in auto, consumer goods, and premium and warranty finance programs, including the Sky Auto acquisition. Europe Warranty Solutions increased by $11.3 million, or 128.6%, driven by growth in auto and consumer goods warranty programs.

Underwriting and fee margin was $111.8 million for the six months ended June 30, 2021 as compared to $82.2 million for the six months ended June 30, 2020. Total underwriting and fee margin increased $29.6 million, or 36.0%, driven by growth across all business lines. U.S. Insurance underwriting ratio of 80.3% increased by 0.6% driven by change in mix of business. U.S. Warranty Solutions underwriting ratio of 60.8% decreased by 1.6% driven by the impact to margin from our acquisition of Sky Auto. Europe Warranty Solutions underwriting ratio of 75.4% increased by 18.0% as the growing book of business normalized.

Adjusted Net Income and Adjusted Return on Average Equity

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, including merger and acquisition related expenses, stock-based compensation, net realized and unrealized gains (losses), and intangibles amortization associated with purchase accounting.

Adjusted return on average equity represents adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period.

Management uses both these measures for executive compensation and as a measure of the on-going performance of our operations. See “—Non-GAAP Reconciliations” for a reconciliation of adjusted net income and adjusted return on average equity to income before taxes and adjusted return on average equity.

For the three months ended June 30, 2021, adjusted net income and adjusted return on average equity were $14.1 million and 20.1%, respectively, as compared to $9.0 million and 12.9%, respectively, for the three months ended June 30, 2020. The improvement in both metrics was driven by the growth in underwriting and fee revenues.

For the six months ended June 30, 2021, adjusted net income and adjusted return on average equity were $26.9 million and 18.3%, respectively, as compared to $17.7 million and 12.8%, respectively, for the six months ended June 30, 2020. The improvement in both metrics was driven by the growth in underwriting and fee revenues in addition to a 1.1 percentage point improvement in the combined ratio.

Net Investment Income and Net Realized and Unrealized Gains (Losses) on Investments

Our insurance investment portfolio includes investments held in statutory insurance companies and in unregulated entities. The portfolios held in statutory insurance companies are subject to different regulatory considerations, including with respect to types of assets, concentration limits, affiliate transactions and the use of leverage. Our investment strategy is designed to achieve attractive risk-adjusted returns across select asset classes, sectors and geographies while maintaining adequate liquidity to meet our claims payment obligations. As such, volatility from realized and unrealized gains and losses may
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impact period-over-period performance. Unrealized gains and losses on equity securities and loans held at fair value impact current period net income, while unrealized gains and losses on AFS securities impact AOCI.

Our net investment income includes interest and dividends, net of investment expenses, on our invested assets. We report net realized and unrealized gains and losses on our investments separately from our net investment income.

For the three months ended June 30, 2021, net investment income was $3.2 million as compared to $2.3 million in the prior year period, driven by growth in investments. Net realized and unrealized gains were $2.8 million, a decrease of $2.8 million, driven by reduced realized and unrealized gains on equity securities in the 2021 period as compared to the 2020 period.

For the six months ended June 30, 2021, net investment income was $6.0 million as compared to $5.8 million in the prior year period, driven by growth in investments, partially offset by lower interest rates. Net realized and unrealized gains were $12.5 million, an increase of $40.5 million, driven by realized and unrealized gains on equity securities in the 2021 period, as compared to losses on equity securities and other investments in the 2020 period.


Tiptree Capital

Tiptree Capital consists of our Mortgage segment, which includes the operating results of Reliance, our mortgage business, and Tiptree Capital - Other, which consists of our other non-insurance operating businesses and investments. As of June 30, 2021, Tiptree Capital - Other includes our Invesque shares, maritime transportation operations, and the mortgage operations of Luxury, which is classified as held for sale on our balance sheet.

Mortgage

Through our Mortgage operating subsidiary, Reliance, we originate, sell, securitize and service one-to-four-family, residential mortgage loans, comprised of conforming mortgage loans, Federal Housing Administration (“FHA”), Veterans Administration (“VA”), United States Department of Agriculture (“USDA”), and to a lesser extent, non-agency jumbo prime.

We are an approved seller/servicer for Federal National Mortgage Association (“Fannie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”). The Company is also an approved issuer and servicer for Government National Mortgage Association (“GNMA” or “Ginnie Mae”). The Company originates residential mortgage loans through its retail distribution channel (directly to consumers) in 37 states as of the year ended December 31, 2020.

The following tables present the Mortgage segment results for the three and six months ended June 30, 2021 and 2020.

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Results of Operations
($ in thousands) Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Revenues:
Net realized and unrealized gains (losses) $ 20,726  $ 25,129  $ 50,803  $ 37,843 
Other revenue 4,546  3,683  8,963  7,189 
Total revenues $ 25,272  $ 28,812  $ 59,766  $ 45,032 
Expenses:
Employee compensation and benefits $ 13,125  $ 15,847  $ 28,467  $ 27,347 
Interest expense 263  217  561  640 
Depreciation and amortization 227  241  452  476 
Other expenses 5,882  5,102  11,434  10,254 
Total expenses $ 19,497  $ 21,407  $ 40,914  $ 38,717 
Income (loss) before taxes $ 5,775  $ 7,405  $ 18,852  $ 6,315 
Key Performance Metrics:
Return on average equity 24.4  % 61.8  % 42.8  % 27.5  %
Non-GAAP Financial Measures (1):
Adjusted net income
$ 4,059  $ 7,427  $ 11,524  $ 7,623 
Adjusted return on average equity 22.4  % 81.1  % 34.3  % 41.3  %
(1)    See “Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.

Revenues

Net Realized and Unrealized Gains (Losses)

Net realized and unrealized gains (losses) include gains on sale of mortgage loans and the fair value adjustment in mortgage servicing rights. Gains on the sale of mortgage loans represent the difference between the selling price and carrying value of loans sold and are recognized upon settlement. Such gains also include the changes in fair value of loans held for sale and loan-related hedges and derivatives. We transfer the risk of loss or default to the loan purchaser, however, in some cases we are required to indemnify purchasers for losses related to non-compliance with borrowers’ creditworthiness and collateral requirements. Because of this, we recognize gains on sale net of required indemnification and premium recapture reserves. The fair value adjustment on mortgage servicing rights represents fair value adjustments considering estimated prepayments and other factors associated with changes in interest rates, plus actual run-off in the servicing portfolio. We report these adjustments separate from servicing income and servicing expense.

Other Revenue

Other revenue includes loan origination fees, interest income, and mortgage servicing income. Loan origination fees are earned as mortgage loans are funded. Servicing fees are earned over the life of the loan. Interest income includes interest earned on loans held for sale and interest income on bank balances and short-term investments.

Revenues - Three and Six Months Ended June 30, 2021 compared to 2020

For the three months ended June 30, 2021, we funded $375.9 million of loans, compared to $433.5 million for 2020, a decrease of $57.5 million, or 13.3%. The decrease in origination volumes is primarily attributed to higher interest rates in the three months ended June 30, 2021 compared to 2020. Gain on sale margins decreased to 5.6% for the three months ended June 30, 2021, down approximately 130 basis points from 6.9% for the three months ended June 30, 2020. Net realized and unrealized gains (losses) for the three months ended June 30, 2021 were $20.7 million, compared to $25.1 million for 2020, a decrease of $4.4 million or 17.5%. The primary drivers of the decreased gains on sale revenues were decreases in origination volumes and gains on sale margins, relative to the second quarter of 2020, partially offset by positive fair value adjustments in our mortgage servicing rights of $0.6 million as interest rates increased in the second quarter 2021. Other revenue for the three months ended June 30, 2021 was $4.5 million, compared to $3.7 million for 2020, an increase of $0.9 million or 23.4% driven by increased servicing fees associated with increased loans serviced.

For the six months ended June 30, 2021, we funded $795.8 million of loans, compared to $746.2 million for 2020, an increase of $49.6 million, or 6.6%. The increase in origination volumes is primarily attributed to the lower interest rate environment and rising home prices in the six months ended June 30, 2021 compared to 2020. Gain on sale margins also
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increased to 5.8% for the six months ended June 30, 2021, up approximately 10 basis points from 5.7% for the six months ended June 30, 2020. Net realized and unrealized gains (losses) for the six months ended June 30, 2021 were $50.8 million, compared to $37.8 million for 2020, an increase of $13.0 million or 34.2%. The primary drivers of increased gain on sale revenues were increases in origination volumes and gains on sale margins versus the first half of 2020, in addition to positive fair value adjustments in our mortgage servicing rights of $4.0 million as interest rates increased from year-end 2020. Other revenue for the six months ended June 30, 2021 was $9.0 million, compared to $7.2 million for 2020, an increase of $1.8 million or 24.7% driven by increased loan origination volumes as compared to the first half of 2020 and higher servicing fees from an increase in loans serviced.

Expenses

Employee Compensation and Benefits

Employee compensation and benefits includes salaries, commissions, benefits, bonuses, other incentive compensation and related taxes for employees. Commissions expense for sales staff generally varies with loan origination volumes.

Interest Expense

Interest expense represents borrowing costs under our warehouse and other credit facilities used primarily to fund loan originations. Amortization of deferred financing costs, including commitment fees, is included in interest expense.

Depreciation and Amortization

Depreciation expense is mainly associated with furniture, fixtures and equipment while amortization expense is primarily associated with a trade name and internally developed software.

Other Expenses

Other expenses include loan origination expenses, namely, leads, appraisals, credit reporting and licensing fees, general and administrative expenses, including office rent, insurance, legal, consulting and payroll processing expenses, and servicing expense.

Expenses - Three and Six Months Ended June 30, 2021 compared to 2020

For the three months ended June 30, 2021, employee compensation and benefits was $13.1 million, compared to $15.8 million in 2020, a decrease of $2.7 million or 17.2%. This decrease was driven primarily by reduced commissions on lower origination volumes, in addition to decreased incentive compensation. For the three months ended June 30, 2021, interest expense was $0.3 million compared to $0.2 million in 2020. For the three months ended June 30, 2021 and 2020, depreciation and amortization expense was $0.2 million. For the three months ended June 30, 2021, other expenses were $5.9 million compared to $5.1 million in 2020, with the $0.8 million increase driven by increased loan origination expenses, including marketing costs.

For the six months ended June 30, 2021, employee compensation and benefits was $28.5 million, compared to $27.3 million in 2020, an increase of $1.1 million or 4.1%. This increase was driven primarily by increased commissions on higher origination volumes. For the six months ended June 30, 2021 and 2020, interest expense was $0.6 million. For the six months ended June 30, 2021 and 2020, depreciation and amortization expense was 0.5 million. For the six months ended June 30, 2021, other expenses were $11.4 million compared to $10.3 million in 2020 with the $1.1 million increase driven by increased loan origination expenses, including marketing costs.

Income (loss) before taxes

Income before taxes for the three months ended June 30, 2021 was $5.8 million, compared to income before taxes of $7.4 million in 2020. The primary driver of the decline was lower volume and gain on sale margins as compared to the 2020 period.

Income before taxes for the six months ended June 30, 2021 was $18.9 million, compared to income before taxes of $6.3 million in 2020. The primary driver of the increase was the higher volume and gain on sale margins, in addition to positive fair value adjustments on the mortgage servicing rights asset, as compared to the six month 2020 period.

Tiptree Capital - Other

The following tables present a summary of Tiptree Capital - Other results for the three and six months ended June 30, 2021
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and 2020.

Results of Operations
Three Months Ended June 30,
($ in thousands) Total revenue Income (loss) before taxes
2021 2020 2021 2020
Senior living (Invesque) $ 142  $ (9,833) $ 142  $ (9,833)
Maritime transportation 7,918  4,455  1,994  (263)
Other (1)
14,100  10,806  484  908 
Total $ 22,160  $ 5,428  $ 2,620  $ (9,188)
Six Months Ended June 30,
($ in thousands) Total revenue Income (loss) before taxes
2021 2020 2021 2020
Senior living (Invesque) $ 13,908  $ (55,851) $ 13,908  $ (55,851)
Maritime transportation 13,617  11,701  2,507  903 
Other (1)
32,266  19,689  1,199  519 
Total $ 59,791  $ (24,461) $ 17,614  $ (54,429)
(1)    Includes our held for sale mortgage originator (Luxury), asset management, and certain intercompany elimination transactions.

Revenues

Tiptree Capital - Other earns revenues from the following sources: net interest income; revenues on our held for sale mortgage originator; realized and unrealized gains and losses on the Company’s investment holdings (primarily Invesque); and charter revenue from vessels within our maritime transportation operations.

Revenues for the three months ended June 30, 2021 were $22.2 million compared to revenues of $5.4 million for 2020. The primary driver of the change in revenues was unrealized gains on Invesque in the 2021 period compared to unrealized losses in the 2020 period, increased dry-bulk charter rates earned by our maritime transportation business, and growth in mortgage gain on sale revenues in our held for sale mortgage originator.

Revenues for the six months ended June 30, 2021 were $59.8 million compared to negative revenues of $24.5 million for 2020. The primary driver of the change in revenues for the six months ended June 30, 2021 was unrealized gains on Invesque in the 2021 period compared to unrealized losses in the 2020 period, partially offset by the suspension of its monthly dividend payment in April 2020, increased dry-bulk charter rates earned by our maritime transportation business, and growth in mortgage gain on sale revenues in our held for sale mortgage originator.

Income (loss) before taxes

For the three months ended June 30, 2021, the income before taxes from Tiptree Capital - Other was $2.6 million, compared to a loss before taxes of $9.2 million in 2020. The primary driver of the increase was unrealized gains in the 2021 period compared to losses in the 2020 period on our investment in Invesque. Additionally, our maritime transportation business earned higher income before taxes in 2021 than in 2020 due primarily to increased revenues from higher dry-bulk charter rates.

The income before taxes from Tiptree Capital - Other for the six months ended June 30, 2021 was $17.6 million, compared to a loss before taxes of $54.4 million in 2020. The primary driver of the increase was unrealized gains in the 2021 period compared to losses in the 2020 period on our investment in Invesque, in addition to increased income before taxes in our maritime transportation business due to a rise in dry-bulk charter rates.


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Adjusted net income - Non-GAAP(1)
($ in thousands) Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Senior living (Invesque) $ —  $ 1  $ —  $ 2,001 
Maritime transportation 2,050  (256) 2,571  1,061 
Other 14  34  60  8 
Total $ 2,064  $ (221) $ 2,631  $ 3,070 
(1)    See “—Non-GAAP Reconciliations” for a discussion of non-GAAP financial measures.

Adjusted net income decreased to $2.6 million for the six months ended June 30, 2021 compared to $3.1 million in 2020. The key drivers of the decrease were the dividend income on our investment in Invesque which was discontinued in April 2020, partially offset by improvement in our maritime transportation business from higher dry-bulk charter rates.


Corporate
The following table presents a summary of corporate results for the three and six months ended June 30, 2021 and 2020.

Results of Operations
($ in thousands) Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Employee compensation and benefits $ 1,769  $ 1,711  $ 3,836  $ 3,857 
Employee incentive compensation expense 2,372  1,004  5,925  2,371 
Interest expense 2,558  2,688  5,122  4,681 
Depreciation and amortization 201  200  399  400 
Other expenses 4,724  2,269  6,549  4,865 
Total expenses $ 11,624  $ 7,872  $ 21,831  $ 16,174 
Corporate expenses include expenses of the holding company for interest expense, employee compensation and benefits, and public company and other expenses. Corporate employee compensation and benefits includes the expense of management, legal and accounting staff. Other expenses primarily consisted of audit and professional fees, insurance, office rent and other related expenses.

Employee compensation and benefits, including incentive compensation expense, was $9.8 million for the six months ended June 30, 2021 compared to $6.2 million for 2020, driven by an increase in performance related employee incentive compensation. Interest expense for the six months ended June 30, 2021 was $5.1 million, up from $4.7 million in 2020, driven by a higher average outstanding balance during the 2021 periods associated with our increased borrowing in February 2020. As of June 30, 2021, the outstanding borrowing was $117.2 million compared to $120.3 million at December 31, 2020. Other expenses of $6.5 million increased by $1.7 million from the six months ended June 30, 2020 driven by $2.2 million of non-recurring professional and legal fees associated with preparation of the registration statement for the potential Fortegra initial public offering in 2021 (which registration statement has been withdrawn), compared to $0.4 million of non-recurring debt extinguishment fees associated with the refinancing of our corporate credit facility in the prior year.

Provision for Income Taxes

The total income tax expense of $2.4 million for the three months ended June 30, 2021, and the total income tax benefit of $0.01 million for the three months ended June 30, 2020 are reflected as components of net income (loss). For the three months ended June 30, 2021, the Company’s effective tax rate was equal to 21.2%. The effective rate for the three months ended June 30, 2021 was higher than the U.S. federal statutory income tax rate of 21.0%, primarily from the impact of state taxes, partially offset by the effect of foreign operations and discrete items. For the three months ended June 30, 2020, the Company’s effective tax rate was equal to (0.1)%. The effective rate for the three months ended June 30, 2020 was lower than the U.S. federal statutory income tax rate of 21.0% due to the effect of discrete items, including expected refunds arising from the CARES Act.

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The total income tax expense of $11.2 million for the six months ended June 30, 2021, and the total income tax benefit of $21.2 million for the six months ended June 30, 2020 are reflected as components of net income (loss). For the six months ended June 30, 2021, the Company’s effective tax rate was equal to 22.0%. The effective rate for the six months ended June 30, 2021 was higher than the U.S. federal statutory income tax rate of 21.0%, primarily from the impact of state taxes, partially offset by the effect of foreign operations and discrete items. For the six months ended June 30, 2020, the Company’s effective tax rate was equal to 27.4%. The effective rate for the six months ended June 30, 2020 was higher than the U.S. federal statutory income tax rate of 21.0%, primarily from the impact of state taxes and other discrete items.

Balance Sheet Information

Tiptree’s total assets were $3,211.6 million as of June 30, 2021, compared to $2,995.8 million as of December 31, 2020. The $215.8 million increase in assets is primarily attributable to the growth in our Insurance segment.

Total stockholders’ equity was $405.0 million as of June 30, 2021, compared to $373.5 million as of December 31, 2020, primarily driven by net income for six months ended June 30, 2021, partially offset by stock repurchases and dividends. As of June 30, 2021, there were 33,395,395 shares of common stock outstanding as compared to 32,682,462 as of December 31, 2020.

The following table is a summary of certain balance sheet information:
As of June 30, 2021
Tiptree Capital
($ in thousands) Insurance Mortgage Other Corporate Total
Total assets $ 2,670,102  $ 239,972  $ 275,304  $ 26,179  $ 3,211,557 
Corporate debt $ 160,000  $ —  $ —  $ 117,188  $ 277,188 
Asset based debt 27,870  74,479  14,700  —  117,049 
Tiptree Inc. stockholders’ equity $ 277,891  $ 70,411  $ 119,102  $ (80,386) $ 387,018 
Non-controlling interests - Other 10,130  3,715  2,239  1,947  18,031 
Total stockholders’ equity $ 288,021  $ 74,126  $ 121,341  $ (78,439) $ 405,049 

NON-GAAP MEASURES AND RECONCILIATIONS

Non-GAAP Reconciliations

In addition to GAAP results, management uses the non-GAAP financial measures underwriting and fee revenues and underwriting and fee margin in order to better explain to investors the underwriting performance of the Company’s programs and the respective retentions between the Company and its agents and reinsurance partners. We also use the non-GAAP financial measures adjusted net income, adjusted return on average equity and Adjusted EBITDA as measures of operating performance and as part of our resource and capital allocation process, to assess comparative returns on invested capital. Adjusted EBITDA is also used in determining incentive compensation for the Company’s executive officers. Management believes these measures provide supplemental information useful to investors as they are frequently used by the financial community to analyze financial performance and to compare relative performance among comparable companies. Adjusted net income, adjusted return on average equity, Adjusted EBITDA, underwriting and fee revenues and underwriting and fee margin are not measurements of financial performance or liquidity under GAAP and should not be considered as an alternative or substitute for earned premiums, net income or any other measure derived in accordance with GAAP.

Underwriting and Fee Revenues and Underwriting and Fee Margin — Non-GAAP (Insurance only)

The following tables present program specific revenue and expenses by business mix. We generally manage our exposure to the underwriting risk we assume using both reinsurance (e.g., quota share and excess of loss) and retrospective commission agreements with our partners (e.g., commissions paid are adjusted based on the actual underlying losses incurred), which mitigate our risk. Period-over-period comparisons of revenues and expenses are often impacted by the PORCs and distribution partners’ choice as to whether to retain risk, specifically service and administration fees and ceding commissions, both components of revenue, and policy and contract benefits and commissions paid to our partners and reinsurers. Generally, when losses are incurred, the risk which is retained by our partners and reinsurers is reflected in a reduction in commissions paid. In order to better explain to investors the underwriting performance of the Company’s programs and the respective
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retentions between the Company and its agents and reinsurance partners, we use the non-GAAP metrics underwriting and fee revenues and underwriting and fee margin.

Underwriting and Fee Revenues — Non-GAAP

We define underwriting and fee revenues as total revenues from our Insurance segment excluding net investment income and net realized and unrealized gains (losses). Underwriting and fee revenues represents revenues generated by our underwriting and fee-based operations and allows us to evaluate our underwriting performance without regard to investment income. We use this metric as we believe it gives our management and other users of our financial information useful insight into our underlying business performance. Underwriting and fee revenues should not be viewed as a substitute for total revenues calculated in accordance with GAAP, and other companies may define underwriting and fee revenues differently.

($ in thousands) Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Total revenues $ 252,255  $ 164,954  $ 474,818  $ 308,294 
Less: Net investment income (3,234) (2,292) (6,001) (5,780)
Less: Net realized and unrealized gains (losses) (2,824) (5,635) (12,496) 27,968 
Underwriting and fee revenues $ 246,197  $ 157,027  $ 456,321  $ 330,482 

Underwriting and Fee Margin — Non-GAAP

We define underwriting and fee margin as income before taxes from our Insurance segment, excluding net investment income, net realized and unrealized gains (losses), employee compensation and benefits, other expenses, interest expense and depreciation and amortization. Underwriting and fee margin represents the underwriting performance of our underwriting and fee-based programs. As such, underwriting and fee margin excludes general administrative expenses, interest expense, depreciation and amortization and other corporate expenses as those expenses support the vertically integrated business model and not any individual component of our business mix. We use this metric as we believe it gives our management and other users of our financial information useful insight into the specific performance of our underlying underwriting and fee program. Underwriting and fee income should not be viewed as a substitute for income before taxes calculated in accordance with GAAP, and other companies may define underwriting and fee margin differently.

($ in thousands) Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Income (loss) before income taxes $ 14,704  $ 14,088  $ 36,232  $ (13,029)
Less: Net investment income (3,234) (2,292) (6,001) (5,780)
Less: Net realized and unrealized gains (losses) (2,824) (5,635) (12,496) 27,968 
Plus: Depreciation and amortization 4,407  2,630  8,598  4,900 
Plus: Interest expense 4,525  3,582  8,829  7,230 
Plus: Employee compensation and benefits 18,392  14,916  37,481  31,958 
Plus: Other expenses 21,491  12,688  39,123  28,908 
Underwriting and fee margin $ 57,461  $ 39,977  $ 111,766  $ 82,155 

Adjusted Net Income — Non-GAAP

We define 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 present adjustments for amortization associated with acquired intangible assets. The intangible assets were recorded as part of purchase accounting in connection with Tiptree’s acquisition of FFC in 2014, Defend in 2019, and Smart AutoCare
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and Sky Auto in 2020. The intangible assets acquired contribute to overall revenue generation, and the respective purchase accounting adjustments will continue to occur in future periods until such intangible assets are fully amortized in accordance with the respective amortization periods required by GAAP.

Adjusted Return on Average Equity — Non-GAAP

We define adjusted return on average equity as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period. See “—Adjusted Net Income—Non-GAAP” above. 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 $16 of incentive fees paid with respect to specific unrealized and realized gains that are added-back to Adjusted net income.
(2) Specifically associated with acquisition purchase accounting. See Note (3) Acquisitions.
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Six Months Ended June 30, 2021
Tiptree Capital
($ 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  —  —  446  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  %
___________________________
The footnotes below correspond to the tables above, under “—Adjusted Net Income - Non-GAAP and “—Adjusted Return on Average Equity - Non-GAAP”.

Notes
(1)
Results for the six 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.
Adjusted EBITDA - Non-GAAP

The Company defines Adjusted EBITDA as GAAP net income of the Company plus corporate interest expense, plus income taxes, plus depreciation and amortization expense, less the effects of purchase accounting, plus non-cash fair value adjustments, plus significant non-recurring expenses, and plus unrealized gains (losses) on available for sale securities reported in other comprehensive income. Adjusted EBITDA is used to determine incentive compensation for the Company’s executive officers. Adjusted EBITDA is not a measurement of financial performance or liquidity under GAAP and should not be considered as an alternative or substitute for GAAP net income.
($ in thousands) Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Net income (loss) attributable to common stockholders $ 7,969  $ 3,816  $ 36,550  $ (56,191)
Add: net (loss) income attributable to non-controlling interests 1,079  623  3,138  60 
Income (loss) from continuing operations $ 9,048  $ 4,439  $ 39,688  $ (56,131)
Corporate debt related interest expense(1)
6,300  5,903  12,364  11,168 
Consolidated provision (benefit) for income taxes 2,427  (5) 11,179  (21,186)
Depreciation and amortization 6,208  4,371  12,142  8,234 
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($ in thousands) Three Months Ended
June 30, 		Six Months Ended
June 30,
2021 2020 2021 2020
Non-cash fair value adjustments(2)
(1,836) (2,191) (3,816) (2,971)
Non-recurring expenses(3)
4,286  (5) 4,556  2,514 
Unrealized gains (losses) on AFS securities 122  4,911  (3,875) 5,266 
Adjusted EBITDA $ 26,555  $ 17,423  $ 72,238  $ (53,106)
_______________________________
Notes
(1)
Corporate debt interest expense includes interest expense from secured corporate credit agreements, junior subordinated notes and preferred trust securities. Interest expense associated with asset-specific debt is not added-back for Adjusted EBITDA.
(2) For our maritime transportation operations, depreciation and amortization is deducted as a reduction in the value of the vessel.
(3) Acquisition, start-up and disposition costs, including debt extinguishment, legal, taxes, banker fees and other costs.

Book Value per share - Non-GAAP

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 


LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity are unrestricted cash, cash equivalents and other liquid investments and distributions from operating subsidiaries, including income from our investment portfolio and sales of assets and investments. We intend to use our cash resources to continue to fund our operations and grow our businesses. We may seek additional sources of cash to fund acquisitions or investments. These additional sources of cash may take the form of debt or equity and may be at the parent, subsidiary or asset level. We are a holding company and our liquidity needs are primarily for interest payments on the Fortress credit facility, compensation, professional fees, office rent and insurance costs. In February 2020, we refinanced our existing facility with Fortress, extending the maturity to February 2025 and increasing the principal amount to $125 million, generating approximately $53 million of cash after repaying the existing facility and expenses. A portion of those funds were invested in Insurance to fund our warranty business, with the remainder used to provide additional liquidity.

Our subsidiaries’ ability to generate sufficient net income and cash flows to make cash distributions will be subject to numerous business and other factors, including restrictions contained in our subsidiaries’ financing agreements, regulatory restrictions, availability of sufficient funds at such subsidiaries, general economic and business conditions, tax considerations, strategic plans, financial results and other factors such as target capital ratios and ratio levels anticipated by rating agencies to maintain or improve current ratings. We expect our cash and cash equivalents and distributions from operating subsidiaries, our subsidiaries’ access to financing, and sales of investments to be adequate to fund our operations for at least the next 12 months.

As of June 30, 2021, cash and cash equivalents, excluding restricted cash, were $141.7 million, compared to $136.9 million at December 31, 2020, a decrease of $4.7 million primarily as a result of additional invested assets at Fortegra.

Our mortgage business relies on short term uncommitted sources of financing as a part of their normal course of operations. To date, we have been able to obtain and renew uncommitted warehouse credit facilities. If we were not able to obtain financing, then we may need to draw on other sources of liquidity to fund our mortgage business. See Note (11) Debt, net in the notes to condensed consolidated financial statements, for additional information regarding our mortgage warehouse borrowings.
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We believe that our cash flow from operations will provide us with sufficient capital to continue to grow our business and fund interest on the outstanding debt, capital expenditures and other general corporate needs over the next several years. As we continue to expand our business, including by any acquisitions we may make, we may, in the future, require additional working capital for increased costs.

For purposes of determining enterprise value and Adjusted EBITDA, we consider corporate credit agreements and preferred trust securities, which we refer to as corporate debt, as corporate financing and associated interest expense is added back. The below table outlines this amount by debt outstanding and interest expense at the insurance company and corporate level.

Corporate Debt
($ in thousands)
Corporate Debt Outstanding as of June 30,
Interest Expense for the three months ended June 30,
Interest Expense for the six months ended June 30,
2021 2020 2021 2020 2021 2020
Insurance $ 160,000  $ 177,635  $ 3,742  $ 3,215  $ 7,242  $ 6,487 
Corporate 117,188  121,108  2,559  2,687  5,122  4,681 
Total $ 277,188  $ 298,743  $ 6,301  $ 5,902  $ 12,364  $ 11,168 

As of June 30, 2021, our $117.2 million credit facility with Fortress carries a rate of LIBOR (with a minimum LIBOR rate of 1.0%), plus a margin of 6.75% per annum. We are required to make quarterly principal payments of approximately $1.56 million. See Note (11) Debt, net in the notes to condensed consolidated financial statements for details.

On August 4, 2020, Fortegra entered into an Amended and Restated Credit Agreement by and among Fortegra and its wholly-owned 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 $200.0 million revolving credit facility, all of which is available for the issuance of letters of credit, with a sub-limit of $17.5 million for swing loans, and matures on August 4, 2023.

Consolidated Comparison of Cash Flows
($ in thousands) Six Months Ended
June 30,
Total cash provided by (used in): 2021 2020
Net cash (used in) provided by:
Operating activities $ 145,603  $ 60,315 
Investing activities (125,874) (36,069)
Financing activities (35,032) (13,759)
Net increase (decrease) in cash, cash equivalents and restricted cash $ (15,303) $ 10,487 
Operating Activities

Cash provided by operating activities was $145.6 million for the six months ended June 30, 2021. In 2021, the primary sources of cash from operating activities included consolidated net income (excluding unrealized gains and losses), proceeds from mortgage loans outpacing originations and growth in unearned premiums and net deferred revenues, partially offset by increases in deferred acquisition costs and other assets in addition to decreases in other liabilities and accrued expenses.

Cash provided by operating activities was $60.3 million for the six months ended June 30, 2020. In 2020, the primary sources of cash from operating activities included proceeds from mortgage loans outpacing originations, offset by increases in notes and accounts receivable and decreases in unearned premiums from our insurance operations.

Investing Activities

Cash used in investing activities was $125.9 million for the six months ended June 30, 2021. In 2021, the primary use of cash from investing activities was the purchase of investments outpacing proceeds from the sales of investments in our insurance investment portfolio, and the issuance of notes receivable outpacing proceeds.

Cash used in investing activities was $36.1 million for the year ended six months ended June 30, 2020. In 2020, the primary
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use of cash from investing activities was the purchase of investments outpacing proceeds from the sales of investments in our insurance investment portfolio and the issuance of notes receivables outpacing proceeds. This was partially offset by proceeds received in connection with the acquisition of Smart AutoCare.

Financing Activities

Cash used in financing activities was $35.0 million for the six months ended June 30, 2021. In 2021, the primary use of cash from financing activities was the repurchase of $2.9 million of the Company’s common stock, repurchase of $1.1 million of vested subsidiary awards, the payment of $2.7 million in dividends and principal repayments in excess of proceeds from borrowings in our mortgage operations.

Cash provided by financing activities was $13.8 million for the six months ended June 30, 2020. In 2020, our new borrowings from various debt arrangements exceeded our principal paydowns, primarily due to increased borrowings on our secured term credit agreement and our secured corporate revolving credit agreement in our insurance operations, offset by decreased borrowings on our mortgage warehouse facilities. Net cash provided by increased borrowings under our debt facilities was offset by the repurchase of $8.5 million of the Company’s common stock and the payment of $2.8 million in dividends.

Contractual Obligations

The table below summarizes consolidated contractual obligations by period for payments that are due as of June 30, 2021:
($ in thousands)
Less than 1 year
1-3 years
3-5 years
More than 5 years
Total 
Corporate debt, including interest (1)
$ 28,027  $ 54,602  $ 33,098  $ 200,615  $ 316,342 
Asset based debt
42,783  66,964  8,299  —  118,046 
Total debt (2)
$ 70,810  $ 121,566  $ 41,397  $ 200,615  $ 434,388 
Operating lease obligations (3)
8,736  13,684  11,052  15,294  48,766 
Total $ 79,546  $ 135,250  $ 52,449  $ 215,909  $ 483,154 
(1)    Estimated interest obligation calculated for corporate debt as the outstanding borrowing balance is fixed. The Company has an option to redeem junior subordinated notes 10 years from the issue date.
(2)    See Note (11) Debt, net, in the accompanying condensed consolidated financial statements for additional information.
(3)    Minimum rental obligation for office leases. The total rent expense for the six months ended June 30, 2021 and 2020 was $4.4 million and $4.2 million, respectively.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial statements in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ materially from those estimates. There have been no material changes to the critical accounting policies and estimates as discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Recently Adopted and Issued Accounting Standards

For a discussion of recently adopted and issued accounting standards, see the section “Recent Accounting Standards” in Note (2) Summary of Significant Accounting Policies of the notes to the accompanying condensed consolidated financial statements.

OFF-BALANCE SHEET ARRANGEMENTS

In the normal course of business, we enter into various off-balance sheet arrangements including entering into derivative financial instruments and hedging transactions, operating leases and sponsoring and owning interests in consolidated and non-consolidated variable interest entities.

Further disclosure on our off-balance sheet arrangements as of June 30, 2021 is presented in the “Notes to Condensed Consolidated Financial Statements” in “Part I. Item 1. Notes to Condensed Consolidated Financial Statements” of this filing as follows:

•Note (10) Derivative Financial Instruments and Hedging
•Note (21) Commitments and Contingencies
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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 described our Quantitative and Qualitative Disclosures About Market Risk. There were no material changes to the assumptions or risks during the six months ended June 30, 2021.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act) as of the end of the period covered by this report. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that material information is recorded, processed, summarized and reported accurately and on a timely basis. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d- 15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Our legal proceedings are discussed under the heading “Litigation” in Note (21) — Commitments and Contingencies in the Notes to the condensed consolidated financial statements in this report.

Item 1A. Risk Factors

For information regarding factors that could affect our Company, results of operations and financial condition, see the risk factors discussed under Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. There have been no material changes in those risk factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Share repurchase activity for the three months ended June 30, 2021 was as follows:
Period Purchaser
Total
Number of
Shares
Purchased(1)
Average
Price
Paid Per
Share 		Total Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs
Approximate
Dollar Value of
Shares That
May Yet Be
Purchased
Under the
Plans or
Programs(1)
April 1, 2021 to April 30, 2021 Tiptree Inc. —  $ —  — 
May 1, 2021 to May 31, 2021 Tiptree Inc. —  $ —  — 
June 1, 2021 to June 30, 2021: Open Market Purchases Tiptree Inc. 40,000  $ 10.76  40,000 
Total 40,000  $ 10.76  40,000  $ 13,669 

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(1)On November 2, 2020, the Board of Directors of Tiptree authorized Tiptree’s Executive Committee to repurchase up to $20 million of its outstanding common stock in the aggregate from time to time.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits, Financial Statement Schedules
The following documents are filed as a part of this Form 10-Q:  
   
Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020
F- 3
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020
F- 4
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2021 and 2020
F- 5
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the periods ended June 30, 2021 and 2020
F- 6
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020
F- 8
F- 9
   
Exhibits:  
The Exhibits listed in the Index of Exhibits, which appears immediately following the signature page, is incorporated herein by reference and is filed as part of this Form 10-Q.
27

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Tiptree Inc. has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Tiptree Inc.
Date: August 4, 2021 By:/s/ Michael Barnes
Michael Barnes
Executive Chairman
Date: August 4, 2021 By:/s/ Jonathan Ilany
Jonathan Ilany
Chief Executive Officer
Date: August 4, 2021 By:/s/ Sandra Bell
Sandra Bell
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)


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EXHIBIT INDEX
Exhibit No.
Description
10.1
31.1
31.2
31.3
32.1
32.2
32.3
101.INS
XBRL Instance Document*
101.SCH
XBRL Taxonomy Extension Schema Document*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB
XBRL Taxonomy Extension Label Linkbase Document*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document*
104 Cover page from Tiptree’s Form 10-Q for the quarter ended June 30, 2021 formatted in iXBRL (included in Exhibit 101).

*     Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020, (ii) the Condensed Consolidated Statements of Operations for the six months ended June 30, 2021 and 2020, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the six months ended June 30, 2021 and 2020, (iv) the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the six months ended June 30, 2021 and 2020, (v) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 and (vi) the Notes to the Condensed Consolidated Financial Statements.





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EXHIBIT 10.1
INVESTMENT ADVISORY AGREEMENT
This is an Investment Advisory Agreement (the “Agreement”), effective with respect to each party as of the date set forth below its signature (the “Effective Date”), between The Fortegra Group, LLC, a Delaware limited liability company (“Fortegra”) and each of the following subsidiaries of Fortegra and any additional subsidiaries that become party hereto from time to time by signing a joinder agreement: Fortegra Financial Corporation, a Delaware corporation, Life of the South Insurance Company, a Georgia corporation, Insurance Company of the South, a Georgia corporation, Response Indemnity Company of California, a California corporation, Southern Financial Life Insurance Company, a Kentucky corporation, Bankers Life Insurance Company of Louisiana, a Louisiana corporation, 4Warranty Corporation, a Florida corporation, Accelerated Service Enterprise, LLC, a New Jersey limited liability company, Auto Knight Motor Club, Inc., a California corporation, Blue Ridge Indemnity Company, a Delaware corporation, Continental Car Club, Inc., a Tennessee corporation, Dealer Motor Services, Inc., a New Jersey corporation, Digital Leash LLC, d/b/a ProtectCELL, a Florida limited liability company, Fortegra Indemnity Insurance Company, Ltd., a Turks & Caicos limited company, Fortegra Specialty Insurance Company, a Arizona corporation, Freedom Insurance Company, Ltd., a Turks & Caicos limited company, Independent Dealer Group, Inc., a New Jersey corporation, LOTS Intermediate Co., a Delaware corporation, Lyndon Southern Insurance Company, a Delaware corporation, Ownershield, Inc., a Texas corporation, Pacific Benefits Group Northwest, LLC, d/b/a Fortegra Personal Insurance Agency, a Oregon corporation, Sky Services LLC, a Delaware limited liability company, Tiptree Reassurance Company, Ltd., a Turks & Caicos limited company, and United Motor Club of America, Inc., a Kentucky corporation (each a “Subsidiary” and collectively the “Subsidiaries”) on the one hand, and Corvid Peak Capital Management, LLC, a Delaware limited liability company (the “Investment Adviser”) on the other hand. Defined terms will have the meaning given to them in Exhibit A.

WHEREAS, Fortegra and each Subsidiary desire to retain the Investment Adviser to manage certain assets of Fortegra and each Subsidiary; and
WHEREAS, the Investment Adviser is willing to perform the services and accept the responsibilities under the terms and conditions as set forth in this Agreement.
NOW THEREFORE, Fortegra, each Subsidiary and the Investment Adviser agree as follows:

1.APPOINTMENT.


Fortegra and each Subsidiary hereby appoint the Investment Adviser as the investment adviser with respect to the Accounts, subject to the terms and conditions of this Agreement. The Investment Adviser hereby accepts the appointment and agrees to act as investment adviser to the Accounts in accordance with the terms and conditions of this Agreement. For the avoidance of doubt, this Agreement shall not apply to any direct investment by any Subsidiary in any private investment fund or investment vehicle managed by Investment Advisor, including but not limited to the Corvid Peak Restructuring Partners Master Fund L.P. and such investment will be soley governed by the legal terms of such private investment fund or investment vehicle.
2.ACCOUNTS.
(a)Fortegra and each Subsidiary will instruct the Custodian to establish segregated custody accounts on its books and records held in the name of Fortegra and each individual Subsidiary and with the authority granted to the Investment Adviser as described herein (such accounts collectively, the “Accounts”).
(b)Fortegra or any of the Subsidiaries may make additional investments to the Accounts at any time subject to prior notice to and the consent of the Investment Adviser.
(c)Fortegra or any of the Subsidiaries may make cash withdrawals from their Accounts as follows (in each case subject to settlement):
i.Withdrawals from the Liquidity Asset portfolio may be made as of any Business Day upon five days prior written notice,
ii.Withdrawals from the Credit Risk Asset portfolio may be made as of the end of the first quarter following the effective date of this Agreement and each calendar quarter end thereafter in each case upon thirty days prior written notice, and
iii.Withdrawals from the Equity and Alternative Asset portfolio may be made as of the end of the first year following the effective date of this Agreement and each calendar quarter end thereafter in each case on 180 days’ prior written notice, subject to any suspensions imposed, subject to any suspensions imposed by any commingled investment funds in which any of the assets are invested.
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(d)Subject to Fortegra’s and each Subsidiary’s rights to make withdrawals as described in Section 2(c) above, Fortegra and each Subsidiary require that all dividends, interest and other income earned on assets in the Accounts and all capital gains realized on the disposition of such assets, to remain part of the Accounts or investments held therein.
3.AUTHORITY OF THE INVESTMENT ADVISER.
(a)Subject to the terms of this Agreement, and subject always to the individual Investment Guidelines attached hereto and made a part hereof which each Subsidiary may revise at any time upon prior written notice to the Investment Adviser, the Investment Adviser will have full and sole discretionary authority, on behalf of Fortegra and each Subsidiary, to manage and control the Accounts and to invest and reinvest the assets contained therein; provided, however, that the Custodian(s) will always retain custody of the assets as described in Section 4 below. Except as otherwise provided herein, when exercising its authority as set forth in this Agreement, the Investment Adviser will be under no obligation to consult with or obtain the consent of Fortegra and/or any individual Subsidiary. Without limiting the generality of the foregoing, provided such actions are consistent with the investment guidelines and restrictions (as may be delivered to the Investment Adviser by Fortegra and each Subsidiary from time to time, “Guidelines”) and subject to the terms of this Agreement, the Investment Adviser is authorized with respect to the Account:
i.to buy, settle, invest in, hold for investment, sell, exchange, trade in, deliver and otherwise deal in any security, asset or instrument;
ii.to make all decisions relating to the manner, method and timing of investment transactions and to select brokers and dealers or counterparties for the execution, clearance and settlement of any transactions;
iii.to execute, in the name and on behalf of Fortegra and each Subsidiary, all such agreements and other documents (including, without limitation, settlement documents, but excluding any agreements with the Custodian) and to take all such other actions that the Investment Adviser considers necessary or advisable to carry out its duties hereunder in full compliance with the terms hereof, and to make representations and covenants on behalf of Fortegra and each Subsidiary in relation thereto that (A) with respect to such representations, the Investment Adviser determines are factually
3

accurate and (B) with respect to such covenants, neither Fortegra nor any Subsidiary has notified the Investment Adviser in writing it is not permitted to make such covenant;
iv.to consult with Fortegra and each Subsidiary with respect to any settlement or compromise, or submission to arbitration, of any claims, debts, or damages, due or owing to or from Fortegra or each Subsidiary in relation to the Accounts or any assets held at any time in the Accounts and to take such actions as Fortegra and each Subsidiary may reasonably direct;
v.purchase, sell, transfer, mortgage, pledge or otherwise deal in and exercise all rights (including but not limited to, voting and consent rights), powers, privileges and other incidents of ownership or possession with respect to assets of the Accounts and including the right to exercise options, conversion privileges, rights to subscribe to additional shares or other rights acquired with respect to the Accounts;
vi.consent to or participate in dissolutions, bankruptcies, reorganizations, consolidations, mergers, sales, leases, or other changes affecting the Accounts or any assets held at any time in the Accounts;
vii.invest in funds or accounts managed or sponsored by the Investment Adviser only as permitted by the Investment Guidelines;
viii.to the extent permitted by applicable law and the Investment Guidelines, execute the purchase, sale or other transfer of securities or assets between or among the Accounts and other accounts managed by the Investment Adviser or its affiliates (a “Cross Trade”);
ix.to the extent permitted by applicable law and the Investment Guidelines as well as the regulations and requirements of applicable States regulators, execute agency cross transactions (collectively, “Agency Cross Transactions”) for the Accounts in accordance with the Investment Adviser’s or its affiliates’ policies and the Advisers Act. “Agency Cross Transactions” include inter-account transactions in which the Investment Adviser or its affiliates effect transactions for the Accounts and other accounts managed by the Investment Adviser or its affiliates. “Agency Cross Transactions” also include agency
4

cross transactions where the Investment Adviser or an affiliate acts as broker for both the Accounts and the other party to the transaction; and
x.to the extent permitted by applicable law and the Investment Guidelines as well as the regulations and requirements of the applicable States regulators, and so long as the disclosure and consent requirements of Section 206(3) of the Advisers Act are satisfied, execute principal transactions (collectively, “Principal Transactions”) for the Accounts and for the Investment Adviser’s or any of its affiliates’ own accounts, including, without limitation, to cause the Accounts to purchase securities or assets from or sell securities or assets to, the Investment Adviser or any of its affiliates.
(b)In furtherance of the foregoing, Fortegra and each Subsidiary hereby appoint the Investment Adviser as their agent and attorney-in-fact with full power and authority to do and perform every act necessary and appropriate to manage the Accounts in accordance with this Agreement. They represent that (i) they have full power and authority, under any applicable laws or other requirements, to appoint the Investment Adviser as provided in this Agreement with respect to themselves, and (ii) the Investment Adviser may rely on such representation to the fullest extent necessary to perform its services under this Agreement, and each will indemnify the Investment Adviser pursuant to Section 8 hereof as a result of any breach of such representation. This power of attorney is a continuing power coupled with an interest and will remain in full force and effect until this Agreement is terminated, but for avoidance of doubt, any such termination will not affect any transaction entered into in accordance with this Agreement and initiated prior to receipt of notice of such termination; provided, that the Investment Adviser will use all reasonable efforts to terminate any such transaction if requested by Fortegra or any of the Subsidiaries.
(c)For all purposes, the Investment Adviser will be deemed to be an independent contractor and not an employee of Fortegra or any of the Subsidiaries, and nothing herein will be construed as making Fortegra or any of the Subsidiaries a partner or co-venturer with the Investment Adviser or any of its affiliates. The Investment Adviser will have no authority to act for, represent, bind or obligate Fortegra or any of the Subsidiaries except as specifically provided herein.
(d)The Investment Adviser is permitted to delegate any of its obligations or duties hereunder to any third party investment adviser (“Sub-Adviser”), provided, that the Investment Adviser will remain responsible for any and all actions or inactions of any such Sub-Adviser only to the extent that such Sub-Adviser is responsible to the
5

Investment Adviser for the same and only to the extent that the Investment Adviser is otherwise liable under the terms of this Agreement.
4.OWNERSHIP AND CUSTODY OF ASSETS.
(a)The assets of the Accounts will be held in the name of Fortegra and/or the individual Subsidiaries in custodial accounts maintained by Fifth Third Bank, National Association, or one or more of its affiliates, or U S Bank, National Association, or one or more of its affiliates, or in the custody of such other bank, trust company, brokerage firm or other entity as may be selected by Fortegra and each Subsidiary and agreed to by the Investment Adviser (each, a “Custodian”) that qualifies as a “qualified custodian” as such term is defined under Rule 206(4)-2 under the Advisers Act and any applicable States regulations.
(b)Upon execution of this Agreement, Fortegra and each Subsidiary will direct each Custodian to accept instructions from the Investment Adviser as appropriate for the Investment Adviser to carry out its obligations under this Agreement, and will not, for the avoidance of doubt, direct any Custodian to accept directions from the Investment Adviser that exceed the authority granted to the Investment Adviser in this Agreement. Upon the Investment Adviser’s request, Fortegra and each Subsidiary will provide the Investment Adviser with a copy of each document containing its instructions or directions to each Custodian described in the foregoing sentence. Upon execution of this Agreement, Fortegra and each Subsidiary will direct each Custodian to provide to the Investment Adviser such information regarding the Accounts and transactions in relation to assets in the Accounts at such intervals, including daily intervals, as the Investment Adviser reasonably requests (“Custodian Reporting”).
(c)Ownership of the assets in the Accounts will remain with Fortegra and each Subsidiary, as such funds and assets are their exclusive property, held for their benefit and are subject to their control. Notwithstanding any provision in this Agreement to the contrary, the Investment Adviser will have no authority hereunder to take possession of any assets of the Accounts or to direct delivery of any assets or direct payment of any funds held in the Accounts to itself and the Investment Adviser will not, under any circumstances, take possession, custody, title, or ownership of any of the assets in the Accounts (including, by taking “inadvertent custody” as a result of directing the delivery of any assets or the payment of any funds to any third party other than in connection with settlement of a transaction on a “delivery versus payment” basis (or its substantial equivalent)). The Investment Adviser will not have the right to have securities or assets in the Accounts held or registered in its own name or in the name of its nominee, nor will the Investment Adviser in any manner acquire or become possessed of any
6

income or proceeds distributable by reason of selling, holding or controlling any of the assets in the Accounts. Accordingly, the Investment Adviser will have no responsibility with respect to the collection of income, reclamation of withheld taxes, physical acquisition, or the safekeeping of the assets in the Accounts. All such duties of collection, physical acquisition, or safekeeping will be the sole obligation of the Custodians.
(d)If the Subsidiary is a regulated insurance company and is placed in receivership or seized by the insurance commissioner under the applicable State insurance law, all of the rights of such Subsidiary under the Agreement extend to the receiver or insurance commissioner; and, all books and records will immediately be made available to the receiver or the insurance commissioner, and shall be turned over to the receiver or insurance commissioner immediately upon the receiver or the insurance commissioner's request. The Investment Adviser has no automatic right to terminate the Agreement if a Subsidiary is placed in receivership, and the Investment Advisor will continue to maintain any systems, programs, or other infrastructure notwithstanding such seizure of a Subsidiary by the insurance commissioner and will make them available to the receiver, for so long as the Investment Adviser continues to receive timely payment for services rendered.
5.MANAGEMENT OF ASSETS.
A list of Fortegra’s and each Subsidiary’s representatives authorized to provide instructions contemplated hereunder to the Investment Adviser is attached hereto as Exhibit B. Exhibit B may be updated or revised upon written notice by Fortegra or any of the individual Subsidiaries to the Investment Adviser; provided, that any changes will not be effective until received in writing by the Investment Adviser. The Investment Adviser will be entitled to follow any such instructions that it reasonably believes to have been provided by any Client representative set forth in Exhibit B (including instructions received electronically). The Investment Adviser may rely on the accuracy of the information set forth in Exhibit B unless and until notified to the contrary by Fortegra or any of the Subsidiaries. The insurance Subsidiaries that are parties to this Agreement will maintain oversight of the services provided by Investment Advisor and will monitor those services annually for quality assurance.
6.INVESTMENT ADVISER REPRESENTATIONS, WARRANTIES AND COVENANTS.
The Investment Adviser represents, warrants and covenants throughout the term of this Agreement that:
7

(a)it has been duly formed and is validly existing in good standing in its jurisdiction of organization with full power and authority under the laws of such jurisdiction and its organizational documents to execute, deliver and perform its obligations under this Agreement and to conduct its business as described in its organizational documents and in this Agreement;
(b)it has the corporate power to enter into this Agreement and to exercise its rights and perform its obligations hereunder, that all corporate action required to authorize the execution of this Agreement and the performance of its obligations hereunder have been duly taken and that no approval, consent, filing or governmental authority is required in connection with its execution, delivery and performance of this Agreement;
(c)this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation;
(d)the execution, delivery and performance of this Agreement by it, (i) will not require any consent or approval of any person that has not been lawfully and validly obtained, and (ii) will not violate or be in conflict with, result in a breach of or constitute a default under any law, regulation, agreement (including the organizational documents of the Investment Adviser), lease or instrument to which it is a party or by which it or its properties, assets or rights is bound or affected;
(e)it is registered as an “investment adviser” under the Advisers Act and will remain so registered for the duration of this Agreement;
(f)it will provide Fortegra and each Subsidiary with prompt written notice of any material change to its business or operations that would materially adversely affect Fortegra or any of the Subsidiaries; and
(g)it has and will maintain all licenses, memberships, filings and registrations necessary under laws, rules and regulations applicable to it or the Accounts, and the rules and regulations of any self-regulatory organization with competent jurisdiction, to carry on the activities contemplated herein, and that all such licenses, memberships, filings and registrations will be valid and in effect at the time of any such activities.
The Investment Adviser further covenants that it will promptly notify Fortegra and each Subsidiary in the event that any of the warranties or covenants contained in this Agreement are no longer true.
8

7.CLIENT REPRESENTATIONS, WARRANTIES AND COVENANTS.
Fortegra and each Subsidiary represents, warrants and covenants throughout the term of this Agreement that:
(a)it has been duly formed and is validly existing in good standing in its jurisdiction of organization with full power and authority under the laws of such jurisdiction and its organizational documents to execute, deliver and perform its obligations under this Agreement and to conduct its business as described in its organizational documents and in this Agreement;
(b)it has the corporate power to enter into this Agreement and to exercise its rights and perform its obligations hereunder, that all corporate action required to authorize the execution of this Agreement and the performance of its obligations hereunder have been duly taken and that no approval, consent, filing or governmental authority is required in connection with its execution, delivery and performance of this Agreement;
(c)this Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation;
(d)the execution, delivery and performance of this Agreement by it, (i) will not require any consent or approval of any person that has not been lawfully and validly obtained and (ii) will not violate or be in conflict with, result in a breach of or constitute a default under any law, regulation, agreement (including the organizational documents of Fortegra and each Subsidiary and any side letter agreement with any investor in Fortegra), lease or instrument to which Fortegra or any Subsidiary is a party or by which Fortegra or any Subsidiary or their properties, assets or rights is bound or affected;
(e)it will have full responsibility for payment of all taxes due on capital or income held or collected for the Accounts;
(f)it will not authorize anyone other than the Investment Adviser to manage the Accounts;
(g)Fortegra and each Subsidiary has the legal authority to direct the investment of the assets in the Accounts and to engage the Investment Adviser with respect thereto;
9

(h)there is no Lien on the Accounts or any assets in the Accounts, and there is no agreement, arrangement or obligation to create a Lien on any of the foregoing and neither Fortegra nor any of the Subsidiaries will grant a right to any person or otherwise permit any other person to create a Lien on the Accounts;
(i)it is not, and during the term of this Agreement will not be, an “investment company,” as that term is defined under the 1940 Act;
(j)it has and will maintain all licenses, memberships, filings and registrations necessary under laws, rules and regulations applicable to it or the Accounts, and the rules and regulations of any self-regulatory organization with competent jurisdiction, to carry on the activities contemplated herein, and that all such licenses, memberships, filings and registrations will be valid and in effect at the time of any such activities;
(k)its assets and each contribution to the Accounts were not, are not and will not be derived from illegal activities;
(l)any materials and other information provided by it to the Investment Adviser with respect to it or the Accounts are accurate as of the date hereof; and
(m)it will provide the Investment Adviser with prompt written notice in the event that any of them intends to engage any person other than the Investment Adviser to provide investment advisory services to Fortegra or each Subsidiary or intends to establish any accounts similar to the Accounts.
Fortegra and each Subsidiary further covenants that it will promptly notify the Investment Adviser in the event that any of the warranties or covenants contained in this Agreement are no longer true.
8.LIABILITY AND INDEMNIFICATION.
(a)Except to the extent that gross negligence or willful malfeasance on the part of the Investment Advisor or its respective members, partners, shareholders, directors, officers, and employees (collectively, the “Covered Persons” and each, a “Covered Person”), as applicable, has given rise to the matter at issue, such Covered Person will not be liable to Fortegra or any Subsidiary (or any of their members, partners, shareholders, directors, officers, employees, agents or representatives) for any act or omission concerning the Accounts. Without limiting the foregoing, but subject to any gross negligence or willful malfeasance on the part of a Covered Person, a Covered Person will not be liable to Fortegra or any Subsidiary or any shareholder, partner, member or any
10

ultimate beneficial owner of them for the amount of taxes, interest or similar or related governmental fees or charges imposed upon them or the Accounts by virtue of the Account’s activities. For the avoidance of doubt, this Section 8(a) is intended solely to limit the liability of Covered Persons and will in no event be interpreted to impose liability that would not exist in the absence of this Section 8(a).
(b)Except to the extent that gross negligence or willful malfeasance on the part of a Covered Person has given rise to the matter at issue, Fortegra and each Subsidiary, will, to the maximum extent permitted by applicable law, but subject to the express provisions of this Section 8, indemnify and hold each of the entities comprising the Firm and each of the Covered Persons harmless from and against any loss, expense, damage or injury (including reasonable attorneys fees) suffered or sustained by such Covered Person by reason of any actual or threatened claim, demand, action, suit or proceeding (civil, criminal, administrative or investigative) in which such Covered Person may be involved, as a party or otherwise, by reason of its actual or alleged management of, or involvement in, the affairs of the Accounts, including, without limitation, the performance of any obligations under this Agreement. Notwithstanding the foregoing, the obligation of Fortegra or each Subsidiary to advance payments in respect of their indemnification obligations under this Agreement to the Firm or a Covered Person hereunder will be subject to each applicable person agreeing, prior to receipt of any such payments under this Section 8, to promptly reimburse Fortegra or each Subsidiary for any such payments if it is determined that the Firm or a Covered Person engaged in gross negligence or willful malfeasance. The termination of any proceeding by settlement will not, of itself, create a presumption that gross negligence or willful malfeasance on the part of a Covered Person has given rise to the matter at issue.
(c)Notwithstanding the foregoing and with respect to whether a Covered Person has engaged in gross negligence or willful malfeasance, (i) a Covered Person will be deemed to have acted in good faith and without gross negligence or willful malfeasance with regard to any action or inaction that is taken in accordance with the advice or opinion of an attorney appointed by or at the direction of Fortegra or any Subsidiary, accountant or other expert advisor so long as such advisor was selected with reasonable care and the Covered Person informed such advisor of all the facts pertinent to such advice or opinion, and (ii) no Covered Person will be responsible for any action or omission of an independent contractor, consultant, or other similar agent so long as such independent contractor, consultant or other similar agent was selected with reasonable care; provided, however, that, no Covered Person will be responsible for any action or omission of any Custodian, administrator or broker-dealer or any of their agents.
11

(d)The indemnification provided by this Section 8 will not be deemed to be exclusive of, or otherwise to diminish, any other rights to which any Covered Person may be entitled under any agreement, as a matter of law, in equity or otherwise.
(e)The U.S. federal and state securities laws impose liabilities under certain circumstances on persons who act in good faith, and therefore nothing in this Agreement (including this Section 8) will in any way constitute a waiver or limitation of any rights that Fortegra or any Subsidiary, as applicable, may have under such laws.
9.REPORTS; BOOKS AND RECORDS.
(a)The Investment Adviser will maintain appropriate books and records regarding the activities contemplated herein consistent with its duties under applicable laws and regulations and this Agreement. All such books and records for services to the insurance Subsidiaries are and remain the property of the insurance Subsidiary and are subject to the control of the insurance Subsidiary. All books and records pertaining to the Accounts shall be available upon reasonable notice at normal business hours for inspection and copying by Fortegra and any Subsidiary or any of their regulators.
(b)Upon request with respect to specific investments, to the extent not available from the Custodian, the Investment Adviser will provide Fortegra with all material and supporting information the Investment Adviser used for purposes of determining the value of any investments as of any date on which a valuation was determined, including, without limitation, any broker quotations obtained by the Investment Adviser.
(c)The Investment Adviser will furnish Fortegra with the information required herein in accordance with the terms specified herein and any other information Fortegra reasonably requests solely in connection with the Accounts, as soon as reasonably practicable after receipt of such request; including, without limitation, any information necessary to prepare any reports or filings required by any governmental agency.
10.FEES AND EXPENSES; VALUATION.
(a)For the Investment Adviser’s services hereunder, the Investment Adviser will receive fair and reasonable compensation determined in accordance with the Fee Schedule contained in Exhibit C to this Agreement. Advancement of funds by each Subsidiary is prohibited except as payment for the services provided under this Agreement.
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(b)Except as otherwise provided in Section 10(b), expenses of the Accounts will not include the normal operating expenses of the Investment Adviser (including salaries and benefits provided to employees of the Investment Adviser and its affiliates, rent, communications and non-investment related travel expenses). The Investment Adviser also will bear any management fees or incentive fees charged by any Sub-Advisers.
(c)Notwithstanding the foregoing, the parties agree that expenses of the Accounts will include (and that Client will pay or reimburse the Investment Adviser and affiliates therefore) any out-of-pocket expenses incurred by the Investment Adviser in connection with the establishment of the Accounts, and the provision of services described herein. In furtherance and not in limitation of the foregoing Section 10(b), Fortegra and each Subsidiary will bear the expenses of the Accounts, which will include the following costs and expenses associated with the establishment, operation, winding-up, or termination of the Account: (i) all expenses associated with the establishment of the Accounts; (ii) the Management Fee; (iii) the Incentive Fee; (iv) all costs and expenses incurred in connection with the actual or proposed making, financing, holding, monitoring, hedging, management or disposition of the Accounts investments (whether or not such investments or transactions are consummated), including: appraisal expenses, fees and expenses of custodians, brokerage costs, finder’s fees, spreads, markups, clearing and settlement costs, investment banking fees, expenses relating to short sales, commitment fees, financing costs and interest charges, bank service fees, broken deal expenses and other transactional charges, consultants’, attorneys’ accountants’ and other experts’ fees, legal and due diligence expenses and consulting fees, and servicing and special servicing fees (paid to third parties); (v) costs of any research software, pricing facilities, credit databases and market data, computerized news or statistic services or software used by the Investment Adviser specifically related to the Accounts and investments of funds in those Accounts (including, without limitation, Bloomberg); (vi) order management, portfolio management and risk management expenses; and (vii) any expenses that are passed through by any commingled investment fund (including any fund managed or sponsored by the Investment Adviser or its affiliates) or by any Sub-Adviser (other than management fees or incentive fees charged by a Sub-Adviser).
(d)Expenses shared by the Accounts and other accounts or clients advised by the Investment Adviser will be allocated pro rata based on the assets under management of each such account or client, provided, that for purposes of determining the Account’s pro rata share of such expenses, any assets invested with Sub-Advisers shall be excluded from such calculation with respect to the Accounts.
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(e)The value of investments held in the Accounts will be determined in accordance with the Investment Adviser’s valuation policies, procedures and guidelines, as are in effect from time to time. In any event, any investments in funds or other instruments issued by the Investment Adviser or any affiliates will be purchased and valued at fair market value.
(f)All valuations of assets in the Accounts for any purpose contemplated by this Agreement and all calculations of fees contemplated by this Agreement will be performed by the Investment Adviser, and the Investment Adviser will provide to Fortegra and each Subsidiary on a quarterly basis, documentation showing the methods and sources for determining such valuations and calculations and any work-sheets showing how the valuations and calculations were accomplished.
(g)In the event that Fortegra or any Subsidiary reasonably disputes any valuation of assets or calculation of fees, it will notify the Investment Adviser within 30 days of its receipt of notice of such valuation or calculation (including receipt of any report or similar document that explicitly includes the calculation or valuation or implicitly relies upon the Investment Adviser having made that calculation or valuation), and the Investment Adviser agrees that it will consult with Fortegra and any applicable Subsidiary in good faith to discuss such valuations or calculations to their satisfaction within 30 days of the written request.
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11.INVOICES.
The Investment Adviser will submit to Fortegra and each Subsidiary (a) a quarterly invoice within 30 days of the last day of each calendar quarter with respect to which any Management Fees are payable or any reimbursable expenses incurred by the Investment Adviser and (b) an annual invoice within 30 days of the end of each calendar year in which services were provided hereunder with respect to Incentive Fees (or within 30 days of the termination of this Agreement or applicable withdrawal, if such termination or applicable withdrawal is effective on a day other than the last day of a calendar year). Timely settlement process shall comply with the requirements in the Accounting Practices and Procedural Manual for the insurance Subsidiaries that are parties to this Agreement. Fortegra and each Subsidiary will pay (or will instruct the Custodian to cause to be paid) such invoice within 30 days of receipt. Any late payments hereunder shall include reasonable interest at a rate not to exceed 1% per week. Invoices will be mailed and emailed to Fortegra and each Subsidiary at the address included in Section 17 below.
12.TERMINATION.
(a)This Agreement will commence as of the Effective Date and continue until the fifth year anniversary. Thereafter, this Agreement shall renew every three years and be subject to renegotiation prior to such renewal (the fifth year anniversary and each three year anniversary thereafter, an “Anniversary Date”).
(b)Each of Fortegra, a Subsidiary (with respect to that Subsidiary) or the Investment Adviser may terminate this Agreement upon 90 days’ prior written notice to the other parties in advance of any Anniversary Date. However, Fortegra and each Subsidiary may terminate this Agreement for Cause at any time upon thirty (30) days’ notice to the Investment Adviser. “Cause” means, gross negligence or willful misconduct on the part of Investment Adviser with respect to its performance of this Agreement.
(c)Upon notice of termination of the Agreement, the Investment Adviser will use commercially reasonable efforts to liquidate the assets of the Accounts in an orderly manner within the applicable Windup Period.
(d)Upon termination of this Agreement, Fortegra and each Subsidiary will be liable for all fees accrued but unpaid under this Agreement as of the date of termination and reimbursement of all expenses incurred on or prior to the date of termination and, for avoidance of doubt, no fees or expenses incurred after the date of termination will be payable except as agreed by Fortegra and each Subsidiary. For avoidance of doubt, to the extent following termination of this Agreement any fees or
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expenses are due and payable hereunder, the Investment Adviser will invoice Fortegra for such amounts and such amounts will be due within 30 days of receipt of such invoice.
(e)The provisions of Sections 8, 12(d), 12(e), 13, 17-27 and any relevant exhibits will survive termination of this Agreement.
13.CONFIDENTIALITY.
(a)The Investment Adviser will treat as confidential all information pertaining to Fortegra, each Subsidiary and the Accounts and the identities of the persons associated therewith that is not already within the public domain, that has not been made available to the Investment Adviser by a third party not under a confidentiality obligation, or that the Investment Adviser cannot show as having been independently developed; provided, that the Investment Adviser may make such disclosures to outside parties (i) as directed or approved by Fortegra or any Subsidiary, (ii) as may be necessary for the management of the Accounts (including disclosures to any Custodian or bank), (iii) as necessary to comply with applicable laws, rules, regulations, court orders or regulatory requests or any regulatory, self-regulatory, relevant stock exchange or other similar filings or requirements applicable to Fortegra, each Subsidiary, the Accounts, or the Investment Adviser or its affiliates and (iv) if, in the reasonable judgment of counsel to the Investment Adviser and upon prior written notice to Fortegra and each Subsidiary, disclosure to a government agency or regulatory organization is appropriate in connection with any anti-money laundering laws or regulations. Notwithstanding the foregoing, Fortegra understands and acknowledges that (x) the Investment Adviser may disclose in marketing materials or otherwise the performance and other characteristics of the Accounts or investments in the Accounts, whether aggregated with other clients or on a stand alone basis and that the foregoing will not restrict the Investment Adviser with respect to its operations as a sponsor, investment adviser, manager or in other similar capacities with respect to any portfolio investment of the Accounts and (y) the Investment Adviser may identify Fortegra or each Subsidiary by name as a client in marketing or other promotional materials and presentations but only after obtaining their consent to any such advertising. Further, Fortegra and each Subsidiary understand and acknowledge that the Investment Adviser may share the confidential information with advisers and agents of the Investment Adviser only as necessary in connection with their services to the Investment Adviser and its affiliates and/or Fortegra.
(b)Fortegra and each Subsidiary will treat as confidential all information pertaining to the Investment Adviser and its affiliates and the Accounts (including, without limitation, securities positions, investments and transactions) that is not already within the public domain, that has not been made available to Fortegra or any Subsidiary
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by a third party not under a confidentiality obligation, or that Fortegra or any Subsidiary cannot show as having been independently developed; provided, that Fortegra and each Subsidiary may make such disclosures to outside parties (i) as directed or approved by the Investment Adviser, (ii) as may be necessary for the management of the Accounts, (iii) as necessary to comply with applicable laws, rules, regulations, court orders or regulatory requests and (iv) if, in the reasonable judgment of Fortegra or any Subsidiary, as applicable, disclosure to a government agency or regulatory organization, including any insurance regulatory authority, is appropriate in connection with any laws or regulations. Notwithstanding the foregoing, Fortegra and each Subsidiary will limit the dissemination of confidential information relating to the Accounts pursuant to the above to those personnel of Fortegra and any Subsidiary having a need to know such information in connection with administration or supervision of the Accounts and will not disclose such confidential information to any outside party unless such outside party has executed a confidentiality agreement satisfactory to the Investment Adviser or is otherwise subject to a duty to keep such information confidential (e.g., its attorneys, auditors). Fortegra and each Subsidiary may not, and may not attempt to, make any disclosure of the Investment Adviser’s confidential information to a third party who they reasonably believe (or have reason to believe) will attempt to reverse engineer or otherwise replicate the strategy employed by the Investment Adviser with respect to the Accounts.
(c)In the event that any party intends to disclose confidential information pursuant to this Section 13, it will provide the other parties with notice of such disclosure request(s) as promptly as reasonably practicable, will cooperate with the other parties in seeking to limit any such disclosure, and will exercise commercially reasonable efforts to obtain reasonable assurance that confidential treatment will be accorded any confidential information so furnished.
14.DELIVERY OF FORM ADV; CLIENT COMMUNICATIONS.
(a)Fortegra and each Subsidiary acknowledge receipt of Part 2A and Part 2B of Form ADV filed by the Investment Adviser with the U.S. Securities and Exchange Commission prior to entering into this Agreement. The Investment Adviser will deliver to Fortegra and each Subsidiary any amendments and annual updates to Part 2A and Part 2B of Form ADV as required by the Advisers Act.
(b)Fortegra and each Subsidiary agree and consent to the use by the Investment Adviser of electronic mail or, upon prior notice, a password protected Internet website (“Electronic Communications”) (in addition to regular mail or facsimile) to communicate with them or their designees, including, but not limited to, delivery of the Investment Adviser’s Form ADV and annual updates, confirmations, announcements,
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regulatory and other communications, including financial and other reports and statements. The Investment Adviser, in its sole discretion, will choose which method of delivery it uses with respect to any and all such communications. Fortegra and each Subsidiary acknowledge that such documents may contain confidential information that is specific to their financial matters. Fortegra’s and each Subsidiary’s consents will take effect immediately and will remain in effect during the term of this Agreement; provided, that any of them may revoke its consent to delivery by Electronic Communications by so notifying the Investment Adviser in writing. In addition, all parties acknowledge that there are risks, such as systems outages and interception of communications that are associated with Electronic Communications.
15.SPECIFIC TRADING AUTHORIZATIONS AND REPRESENTATIONS.
Unless otherwise directed by Fortegra or any of the Subsidiaries, the Investment Adviser may utilize the service of whatever broker, dealer, bank, futures commission merchant or other transaction counterparty as it in good faith deems appropriate with respect to the Accounts (a “Counterparty”). The Investment Adviser may place orders for the execution of transactions for the Accounts with or through such Counterparty as the Investment Adviser may select in its best judgement and using its reasonable discretion. In selecting Counterparties to execute transactions, the Investment Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission, mark-up or other cost. However, the Investment Adviser will always seek to obtain best execution of trades for the Accounts, taking into account customary practices in prevailing markets for the particular types of investments being traded and the full range, quality and reliability of brokerage services. Factors that may be considered in selecting Counterparties to execute orders for the Accounts include, without limitation, the price, commission rate, size of order and nature of the transaction, the difficulty of execution and degree of skill required by the Counterparty and the Counterparty’s trading and execution, clearing and settlement capabilities as well as the research and investment information and other services provided by the Counterparty. The Investment Adviser will also consider such factors as the Counterparty’s financial stability and responsibility, reputation, reliability, ability to achieve prompt and reliable executions at favorable prices, operational efficiency with which transactions are effected, access to markets, ECN access, responsiveness, access to capital to accommodate trades, history in a security, ability to maintain confidentiality, depth of services provided (including research services and coverage) and back office and processing capabilities. The Investment Adviser is permitted to generate “soft” or commission dollars with respect to the Account, it is permitted to use such soft dollars for the benefit of both the Account and other accounts and clients it advises. To the extent that the Investment Adviser
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uses soft dollars generated by the Account to pay certain expenses that would otherwise be payable by the Account, it intends for such payments to fall within the parameters of Section 28(e) of the Securities Exchange Act of 1934. The Investment Adviser will not be liable for any act or omission of any Counterparty. All transaction costs, including commissions, will be borne by the Account.
16.OTHER ACTIVITIES OF THE INVESTMENT ADVISER.
(a)The Investment Adviser will devote that amount of its time to the affairs of the Accounts that in its judgment the conduct of the Account’s business reasonably requires.
(b)Fortegra and each Subsidiary acknowledge that, to the extent permitted by law, the Investment Adviser will be permitted to bunch or aggregate orders for the Accounts with orders for other accounts advised by the Investment Adviser or its affiliates.
(c)By reason of the investment advisory and other activities of the Firm, the Investment Adviser may acquire confidential information or be restricted from initiating transactions in certain investments. It is acknowledged and agreed that the Investment Adviser will not be obligated to divulge, or to act upon, any such confidential information with respect to the Investment Adviser’s performance of its responsibilities under this Agreement and may be prohibited by law or contract from doing so. It is further acknowledged and agreed that (i) due to such a restriction, there may be certain investment opportunities that the Investment Adviser will decline, or be unable, to make, (ii) there may be circumstances in which one or more individuals associated with the Investment Adviser will be precluded from providing services to the Accounts because of certain confidential information available to those individuals or the Investment Adviser and (iii) the Investment Adviser is under no obligation to decline any engagements or investments in order to make an investment opportunity available to the Accounts.
(d)Fortegra and each Subsidiary acknowledge that the Investment Adviser may engage in Cross Trades, Agency Cross Transactions and Principal Transactions as may be permitted by law and further consents and agrees that the Account may invest in investments for which the Investment Adviser or its affiliates provide management and advisory services and receive fees from such investments and that will therefore be indirectly borne by the Account. To the fullest extent permitted by the Guidelines and the Advisors Act, Fortegra and each Subsidiary authorize the Investment Adviser to execute Cross Trades and Agency Cross Transactions for its Accounts.
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(e)The relationship between the Investment Adviser, each Subsidiary and Fortegra as described in this Agreement permits, expressly as set forth herein, the Firm, to effect transactions with or for the Accounts in instances in which the Firm may have multiple interests, subject only to the Investment Adviser’s obligations set forth in this Agreement and applicable law (including the Advisers Act). In this regard, each Client acknowledges that the Investment Adviser may perform advisory services for other clients, and as such, the Firm and its partners, members, shareholders, directors, officers, employees and agents (“Personnel”) may have multiple advisory, transactional and financial and other interests in investments that may be purchased, sold or held for or by the Accounts and persons that may issue investments that may be purchased, sold or held for or by the Accounts. In addition, the Firm may act as sponsor or general partner for pooled investment vehicles and other clients and may give advice, engage in transactions, and take action, with respect to any of those pooled investment vehicles and other clients. At times, these activities may cause the Firm to give advice to clients that (i) may differ from the advice given, or the timing or nature of action taken or contemplated, with respect to the Account or (ii) may cause these clients to take actions adverse to the interests of the Accounts.
(f)The Firm and Personnel may act in a proprietary capacity with long or short positions, in instruments of all types, including those that may be purchased, sold or held by the Accounts. Such activities could affect the prices and availability of the investments that the Investment Adviser seeks to buy or sell on behalf of the Accounts, which could adversely impact the financial returns of the Accounts. Personnel may serve as directors of companies the securities and/or assets of that may be purchased, sold or held directly or indirectly by the Account and any board compensation actually received by such personnel will be credited to the account of Fortegra. The Investment Adviser will provide notice to Fortegra and each Subsidiary to the extent that the Investment Adviser, on behalf of any proprietary account or any client account for which it has discretionary authority, takes long positions where any Account has a short position or where it takes a short position where any Account has a long position, in any case, in the same security.
(g)Various potential and actual conflicts of interest may arise from the overall advisory, investment and other activities of the Firm and its clients. The Firm and Personnel may give advice, and take action (or refrain from taking action), with respect to any of the Firm’s client or proprietary accounts that may differ from the advice given, or may involve a different timing or nature of action taken, than with respect to any one or all of the Investment Adviser’s clients or accounts, and effect transactions for such clients or proprietary accounts at prices or rates that may be more or less favorable than the prices or
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rates applying to transactions effected for the Accounts. For instance, the Firm (and its Personnel) or its clients may invest for their own accounts or on behalf of other clients in securities that would be appropriate as investments for the Accounts, subject to restrictions as may be required by law and the Investment Adviser’s policies. Such investments may be identical or similar to, or different from, those made by or on behalf of the Accounts. The Investment Adviser may at certain times be simultaneously seeking to purchase or sell investments for the Accounts and any similar entity for which it serves as investment adviser or asset manager in the future, or for its clients and affiliates. Such transactions may be inconsistent with the activities undertaken by the Investment Adviser with respect to the Accounts.
(h)The Investment Adviser will allocate investment opportunities fairly and equitably pursuant to the Firm’s allocation policies and procedures. Furthermore, the Investment Adviser may be bound by affirmative obligations in the future, whereby the Investment Adviser is obligated to offer certain securities or other investment opportunities to clients or accounts that it manages or advises before or without the Investment Adviser offering those securities or other investment opportunities to the Accounts. The Firm is not required to accord exclusivity or priority to the Accounts in the event of limited investment opportunities. Furthermore, other clients of, or accounts managed by, the Investment Adviser may on occasion have different investment parameters and, for that reason, among others, be allocated opportunities to acquire or sell assets not offered to the Accounts.
(i)Nothing herein will prevent the Firm or Personnel from engaging in other businesses, or from rendering services of any kind to the Accounts and its affiliates or any other person, subject to the Advisers Act.
17.NOTICES.
All notices will be sent to Fortegra, each Subsidiary or to the Investment Adviser at the following addresses:
(a)if to Fortegra or a Subsidiary, at:
The Fortegra Group, LLC
10751 Deerwood Park Boulevard, Suite 200
Jacksonville, FL 32256
Attn: Michael Grasher
Email: Mgrasher@fortegra.com
and
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Attn: John Short
Email: jshort@fortegra.com

(b)if Investment Adviser, at:
Corvid Peak Capital Management LLC
299 Park Ave, Fl 13
New York, NY 10171

Attn: Michael Barnes
Email: Mbarnes@tiptreeinc.com
and
Attn: Greg Fabiano
Email: gfabiano@corvidpeak.com
And
Attn: Siew Kwok
Email: skwok@tiptreeinc.com

Any notice or other communication required or permitted by this Agreement will be deemed to have been given (i) upon actual delivery in fully legible form to the recipient’s address set forth above (evidenced in the case of an electronic transmission, on confirmation of receipt, and in the case of delivery by same day or overnight courier, by confirmation of delivery from the courier service making such delivery) or (ii) in the case of a letter, five days after the notice or communication was deposited in the United States mail properly addressed to the recipient’s address set forth above, with first-class postage prepaid and registered or certified; provided, that a party to this Agreement may change the address to which notices and communications to it must be sent by providing each other party written notice of the new address, which notice will be effective upon receipt.
18.ASSIGNMENT.
This Agreement may not be assigned by any party.
19.FORCE MAJEURE.
No party will be responsible for any failure to perform its duties hereunder if such failure is caused by, directly or indirectly, war, enemy action, the act or regulation of any government or other competent authority (including exchange or market rates or the suspension of trading), pandemic, riot, civil commotion, terrorism, rebellion, storm, accident,
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fire, lock-out or strike, or other cause, whether similar or not, beyond the control of the relevant party.
20.SUCCESSORS; THIRD PARTY BENEFICIARIES.
This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective heirs and successors. Other than the Covered Persons, who are intended third-party beneficiaries of this Agreement, this Agreement is not intended to, and does not convey any rights to persons not a party to this Agreement.
21.GOVERNING LAW; CONSENT TO JURISDICTION.
This Agreement will be governed and construed in accordance with the laws of the State of New York, without regard to conflicts of interest principles thereof. Each party to this Agreement, to the fullest extent permitted by law, (a) hereby irrevocably submits to the exclusive jurisdiction of the state court of the State of New York, New York County, and the United States District Court located in the State of New York, New York County, (b) hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any action arising out of or based upon this Agreement or relating to the subject matter hereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise.
22.WAIVER OF JURY TRIAL.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, UNLESS OTHERWISE AGREED TO IN WRITING BY THE PARTIES HERETO, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF
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THIS SECTION 22 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
23.SEVERABILITY.
If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement will remain in effect, and if any provision is inapplicable to any person or circumstance, it will nevertheless remain applicable to all other persons and circumstances.
24.TAXES; AUDIT SERVICES; REGULATORY SERVICES.
Fortegra and each Subsidiary understand that the Investment Adviser’s services do not include tax-related advice or services. The Investment Adviser will not be required to provide or arrange for the provision of any audit or tax services with respect to the Accounts. The Investment Adviser does not provide regulatory advice with respect to the Accounts and is not responsible for any regulatory or legal filings with respect to the Accounts. Fortegra and each Subsidiary or their designees, including any third-party administration agent will make themselves available on a reasonable basis, to answer any inquiries from the Investment Adviser or its designees regarding Fortegra, any Subsidiary or the Accounts in connection with any such filings.
25.INTEGRATION, AMENDMENT AND WAIVER.
This Agreement (including the Exhibits hereto) constitutes the entire Agreement between the parties and may not be amended, except in writing executed by an authorized representative of each of the parties and with the approval of the Audit Committees and Investment Committees of each of the parties under respective related party transaction policies and with any applicable state insurance regulatory approvals. No amendment to this Agreement, or any provision hereof, or waiver of any right or remedy herein provided, will be effective for any purpose unless agreed to in writing by all of the parties, provided however that to the extent that any amendment only relates to one or certain Subsidiaries, such amendment will only require the consent of the relevant Subsidiary or Subsidiaries (and any Audit Committees and Investment Committees thereof), Fortegra, and the Investment Adviser. The waiver of any rights or remedy in respect to any occurrence or event on one occasion will not be deemed a waiver of such right or remedy in respect to such occurrence or event on any other occasion.
26.HEADINGS.
The descriptive word headings used in this Agreement are for convenience only and will be disregarded in interpreting this Agreement.
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27.COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.
[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF each party has caused this Agreement to be executed on its respective behalf by its duly authorized representatives, as of the date first above written.
CORVID PEAK CAPITAL MANAGEMENT, LLC

By:    /s/Michael Barnes
Name: Michael Barnes
Title: Principal
Effective Date: May 3, 2021

THE FORTEGRA GROUP, LLC, on behalf of itself and its subsidiaries
By: /s/ Richard Kahlbaugh
Name: Richard Kahlbaugh
Title: President and Chief Executive Officer
Effective Date: May 3, 2021
FORTEGRA FINANCIAL CORPORATION
By: /s/ Richard Kahlbaugh
Name: Richard Kahlbaugh
Title: President and Chief Executive Officer
Effective Date: July 1, 2021
BANKERS LIFE INSURANCE COMPANY OF LOUISIANA
By: /s/ Richard Kahlbaugh
Name: Richard Kahlbaugh
Title: President and Chief Executive Officer
Effective Date: July 1, 2021
INSURANCE COMPANY OF THE SOUTH


[Signature page to Investment Advisory Agreement]

By: /s/ Richard Kahlbaugh
Name: Richard Kahlbaugh
Title: President and Chief Executive Officer
Effective Date: July 1, 2021
LIFE OF THE SOUTH INSURANCE COMPANY
By: /s/ Richard Kahlbaugh
Name: Richard Kahlbaugh
Title: President and Chief Executive Officer
Effective Date: July 1, 2021
RESPONSE INDEMNITY COMPANY OF CALIFORNIA
By: /s/ Richard Kahlbaugh
Name: Richard Kahlbaugh
Title:    President and Chief Executive Officer
Effective Date: July 1, 2021
SOUTHERN FINANCIAL LIFE INSURANCE COMPANY
By: /s/ Richard Kahlbaugh
Name: Richard Kahlbaugh
Title:    President and Chief Executive Officer
Effective Date: July 1, 2021
ACCELERATED SERVICE ENTERPRISE, LLC
By: /s/ Peter Masi
Name: Peter Masi
Title:    Chief Executive Officer and President


Effective Date: May 3, 2021
AUTO KNIGHT MOTOR CLUB, INC.
By: /s/ Sanjay Vara
Name: Sanjay Vara
Title:    President and Chief Executive Officer
Effective Date: May 3, 2021
BLUE RIDGE INDEMINTY COMPANY
By: /s/ Richard Kahlbaugh
Name: Richard Kahlbaugh
Title:    President and Chief Executive Officer
Effective Date: May 3, 2021
CONTINENTAL CAR CLUB, INC.
By:    /s/ Sanjay Vara
Name: Sanjay Vara
Title:    President and Chief Executive Officer
Effective Date: May 3, 2021
DEALER MOTOR SERVICES, INC.
By:    /s/ Peter Masi
Name: Peter Masi
Title:     Chief Executive Officer and President
Effective Date: May 3, 2021


DIGITAL LEASH LLC, D/B/A PROTECTCELL
By:     /s/ Richard Kahlbaugh
Name: Richard Kahlbaugh
Title:    President and Chief Executive Officer
Effective Date: May 3, 2021
FORTEGRA INDEMNITY INSURANCE COMPANY, LTD
By: /s/ Richard Kahlbaugh
Name: Richard Kahlbaugh
Title:    President and Chief Executive Officer
Effective Date: May 3, 2021
FREEDOM INSURANCE COMPANY, LTD.
By: /s/ Peter Masi
Name: Peter Masi
Title:    Chief Executive Officer and President
Effective Date: May 3, 2021
FORTEGRA SPECIALTY INSURANCE COMPANY
By:     /s/ Richard Kahlbaugh
Name: Richard Kahlbaugh
Title:    President and Chief Executive Officer
Effective Date: May 3, 2021


INDEPENDENT DEALER GROUP, INC.
By: /s/ Peter Masi
Name: Peter Masi
Title:     Chief Executive Officer and President
Effective Date: May 3, 2021
LOTS INTERMEDIATE CO.
By: /s/ Richard Kahlbaugh
Name: Richard Kahlbaugh
Title:    President and Chief Executive Officer
Effective Date: May 3, 2021
LYNDON SOUTHERN INSURANCE COMPANY
By: /s/ Richard Kahlbaugh
Name: Richard Kahlbaugh
Title:    President and Chief Executive Officer
Effective Date: May 3, 2021
OWNERSHIELD, INC.
By: /s/ Peter Masi    
Name: Peter Masi
Title:     Chief Executive Officer and President
Effective Date: May 3, 2021
PACIFIC BENEFITS GROUP NORTHWEST, LLC, D/B/A FORTEGRA PERSONAL INSURANCE AGENCY


By:     /s/ Richard Kahlbaugh
Name: Richard Kahlbaugh
Title:    President and Chief Executive Officer
Effective Date: May 3, 2021
SKY SERVICES LLC
By: /s/ Peter Masi
Name: Peter Masi
Title:     Chief Executive Officer and President
Effective Date: May 3, 2021
TIPTREE REASSURANCE COMPANY, LTD.
By: /s/ Richard Kahlbaugh
Name: Richard Kahlbaugh
Title:    President and Chief Executive Officer
Effective Date: May 3, 2021
UNITED MOTOR CLUB OF AMERICA, INC.
By:    /s/ Sanjay Vara
Name: Sanjay Vara
Title:    Chief Executive Officer
Effective Date: May 3, 2021





Exhibit A
DEFINITIONS
“1940 Act” means the U.S. Investment Company Act of 1940, as amended.
“Account” has the meaning given to it in Section 2(a).
“Advisers Act” means the U.S. Investment Advisers Act of 1940, as amended.
“Agency Cross Transactions” has the meaning given to it in Section 3(a)(ix).
“Agreement” has the meaning given to it in the preamble.
“Anniversary Date” has the meaning given to it in Section 12(a).
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.
“Cause” has the meaning given to it in Section 12(e).
“Client” has the meaning given to it in the preamble.
“Counterparty” has the meaning given to it in Section 15.
“Covered Person” or “Covered Persons” has the meaning given to them in Section 8(a).
“Cross Trade” has the meaning given to it in Section 3(a)(viii).
“Custodian” has the meaning given to it in Section 4(a).
“Custodian Reporting” has the meaning given to it in Section 4(b).
“ECN” means an Electronic Communications Network.
“Effective Date” has the meaning given to it in the preamble.
“Electronic Communications” has the meaning given to it in Section 14(b).
“Firm” means the Investment Adviser and its affiliates.
“Fortega” has the meaning given to it in the preamble.
“GAAP” means U.S. generally accepted accounting principles.
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“Guidelines” has the meaning given to it in Section 3(a).
“Incentive Fee” has the meaning given to it on Exhibit C.
“Investment Adviser” has the meaning given to it in the preamble.
“Lien” means any lien, claim, security interest, encumbrance, option or charge of any kind.
“Management Fee” has the meaning given to it on Exhibit C.
“Net Asset Value” means, with respect to the Accounts, the excess, if any, at the time of determination of (a) the aggregate fair market value of the Account’s assets, including its investments, over (b) the aggregate principal amount of the liabilities of the Accounts, in each case as determined in accordance with GAAP.
“Personnel” has the meaning given to it in Section 16(e).
“Principal Transactions” has the meaning given to it in Section 3(a)(x).
“Sub-Advisor” has the meaning given to it Section 3(d).
“Subsidiary” or “Subsidiaries” has the meaning given to them in the preamble.
“Windup Period” means the 90- or 30-day period between the notice of termination pursuant to Section 12 and the termination of this Agreement.


EXHIBIT B
AUTHORIZED REPRESENTATIVES
The following individuals are authorized to provide instructions to the Investment Adviser on behalf of Fortegra:

Name                Title                Signature

            



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EXHIBIT C
FEE SCHEDULE
1.The “Management Fee” for each calendar quarter shall be an amount equal to the sum of the Net Asset Value of each portfolio as of the last day of such calendar quarter multiplied by the applicable Management Fee Rate for such portfolio determined without taking into account any deduction for the Management Fee being calculated or any Incentive Fee accrued but not yet paid. For purposes of calculating the Management Fee Rate, portfolio investments shall be designated as belonging to one of the following portfolios: (i) Liquidity Asset, (ii) Credit Risk Asset and (iii) Equity and Alternative Asset. The “Management Fee Rate” means, with respect to each portfolio, one quarter of:
(a)With respect to the Liquidity Asset portfolio, as of such date of determination, 0.30% per annum with respect to the Net Asset Value of the portfolio up to and including $1.5 billion, 0.25% per annum with respect to the Net Asset Value of the portfolio in excess of $1.5 billion up to $3 billion, and 0.20% per annum with respect to the Net Asset Value of the portfolio in excess of $5 billion;
(b)With respect to the Credit Risk Asset portfolio, 0.40% per annum; and
(c)With respect to the Equities and Alternative Asset portfolio, 1.25% per annum.
2.The “Incentive Fee” for each Incentive Period shall be an amount equal to 20% multiplied by the amount, if any, by which the Net Capital Appreciation in the Accounts with respect to the Equity and Alternative Asset portfolio exceeds the balance of the Loss Carryforward Account (determined prior to adjustments for such Incentive Period). For the avoidance of doubt, the Incentive Fee will be taken net of (i) the applicable Management Fee paid for such period in respect of the Equity and Alternative Asset portfolio and (ii) a pro rata portion of any expenses charged to the Accounts based on the Net Asset Value of the Equity and Alternative Assets portfolio.
The “Loss Carryforward Account” is a memorandum account retained in respect of the Equity and Alternative Assets portfolio the beginning balance of which will be zero. For each Incentive Period, the Loss Carryforward Account will be increased by the Net Capital Depreciation, if any, attributable to such Equity and Alternative Assets portfolio for such Incentive Period and decreased, but not below zero, by the aggregate Net Capital Appreciation, if any, attributable to such Equity and Alternative Assets portfolio (prior to any Incentive Fee) for such Incentive Period. In the event that a Loss Carryforward Account ends an Incentive Period above zero (after adjustments for such Incentive Period), the
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Investment Adviser will receive no Incentive Fee until such Loss Carryforward Account has been reduced to zero.
In addition, in the case of a withdrawal from the Equity and Alternative Assets portfolio or termination of the Accounts other than as a calendar year end, the Incentive Fee shall be calculated and paid as of such date. For purposes of calculating the Incentive Fee in the event of a partial withdrawal from such portfolio, the Net Asset Value of the Equity and Alternative Assets portfolio shall be divided between the portion attributable to the withdrawn amount and the portion not being withdrawn, and the Incentive Fee shall only be calculated and paid with respect to the portion being withdrawn. Any balance in the Loss Carryforward Account outstanding as of such withdrawal date shall also be divided such that (i) the portion to be applied to such calculation of the Incentive Fee on the withdrawn amount shall be an amount equal to the balance of the Loss Carryforward Account prior to any adjustments in respect of such withdrawal multiplied by a fraction, the numerator of which is the amount of the withdrawal and the denominator of which is the Net Asset Value of the Equity and Alternative Assets portfolio (the “Withdrawal Loss Carryforward Account”) and (ii) the Loss Carryforward Account to be applied to the Incentive Fee calculation on a going forward basis will be equal to any balance in the Loss Carryforward Account outstanding as of such withdrawal date less an amount equal to the balance of the Withdrawal Loss Carryforward Account prior to any reductions in respect of the withdrawal.
3.For purposes of this Exhibit C:
(a)“Accounting Period” shall means the following periods: The initial Accounting Period shall begin upon the commencement of the Accounts. Each subsequent Accounting Period shall commence immediately after the close of the next preceding Accounting Period. Each Accounting Period hereunder shall close at the close of business on the first to occur of (i) the last day of each calendar quarter of the Accounts, (ii) the date immediately prior to the effective date of any additional contribution to the Equity and Alternative Assets portfolio, (iii) the date of any withdrawal from the Equity and Alternative Assets portfolio, (iv) the date when the Accounts terminate, or (v) any other date as determined in the sole discretion of the Investment Adviser.
(b)“Beginning Value” means, with respect to any Accounting Period, the Net Asset Value of the Equity and Alternative Assets portfolio at the close of the immediately preceding Accounting Period after giving effect to any withdrawals and the debiting of the applicable Management Fee relating to such immediately preceding Accounting Period plus any additional contributions made to such portfolio as of the first day of the new Accounting Period. Beginning Value in respect of the initial Accounting
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Period shall mean the value of the contributions made as of the first day of such Accounting Period.
(c)“Credit Risk Asset” means any asset classified as of the applicable date of determination (i) as a non-agency residential mortgage-backed security or non-agency commercial mortgage-backed security, (ii) as an collateralized loan obligation, (iii) as an asset-backed security (both insurance-linked securities and non-insurance-linked securities) that is not a residential mortgage-backed security or a commercial mortgage-backed security or a collateralized loan obligation, (iv) as an emerging market investment, (v) as a corporate debt security, (vi) as a subordinated debt obligation, hybrid security or surplus note issued or assumed by a Financial Issuer, (vii) as preferred equity, (viii) as a residential mortgage loan, (ix) as a bank loan, (x) as infrastructure debt,(xi) as a commercial mortgage loan or (xii) with respect to which the Investment Adviser and Fortegra have mutually agreed following the Effective Date to constitute a Credit Risk Asset.
(d)“Ending Value” means, with respect to any Accounting Period, the Net Asset Value of the Equity and Alternative Assets portfolio at the end of such Accounting Period without taking into account any withdrawals from such portfolio in such Accounting Period.
(e)“Equity and Alternative Asset” means any asset classified as of the applicable date of determination (i) common or preferred equity, (ii) alternative investment vehicles (including private investment funds and joint ventures), (iii) non-performing residential mortgages, (iv) real estate, (v) covered call options, or (vi) any asset that Investment Adviser and Fortegra mutually agree in writing from time to time constitutes an Equity or Alternative Asset.
(f)“Liquidity Asset” means any asset classified as of the applicable date of determination (i) cash and cash equivalents, (ii) as an investment grade corporate, (iii) as a municipal security, (iv) as an agency residential or commercial mortgage-backed security, (v) as an obligation of any governmental agency or government sponsored entity that is not expressly backed by the U.S. government or (vi) with respect to which the Investment Adviser and Fortegra have mutually agreed following the Effective Date to constitute as a liquidity asset.
(g)“Net Capital Appreciation” means, with respect to any Accounting Period, the excess, if any, of the Ending Value over the Beginning Value. With respect to any Incentive Period, the term “Net Capital Appreciation” shall mean the aggregate Net
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Capital Appreciation for such period less the aggregate Net Capital Depreciation for such period, but in no event shall it be less than zero.
(h)“Net Capital Depreciation” means, with respect to any Accounting Period, the excess, if any, of the Beginning Value over the Ending Value. With respect to any Incentive Period, the term “Net Capital Depreciation” shall mean the aggregate Net Capital Depreciation for such period less the aggregate Net Capital Appreciation for such period, but in no event shall it be less than zero.
(i)The initial “Incentive Period” shall commence upon the commencement of the Accounts. Each subsequent Incentive Period shall commence immediately after the close of the preceding Incentive Period, and ending on the first to occur of: (A) the last day of the calendar year; (B) the date the Accounts are terminated; or (C) the effective date of any full or partial withdrawal (with respect to such withdrawn amounts) if such date is other than a calendar year end.

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EXHIBIT 31.1


CERTIFICATIONS
I, Michael Barnes, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Tiptree Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2021
/s/ Michael Barnes
Michael Barnes
Executive Chairman


EXHIBIT 31.2


CERTIFICATIONS
I, Jonathan Ilany, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Tiptree Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2021
/s/ Jonathan Ilany
Jonathan Ilany
Chief Executive Officer



EXHIBIT 31.3


CERTIFICATIONS
I, Sandra Bell, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Tiptree Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2021
/s/ Sandra Bell
Sandra Bell
Chief Financial Officer

EXHIBIT 32.1


Certification Pursuant to Section 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Tiptree Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Barnes, the Executive Chairman of the Company, certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that;
(i) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Michael Barnes
Michael Barnes
Executive Chairman
Date: August 4, 2021


EXHIBIT 32.2


Certification Pursuant to Section 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Tiptree Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan Ilany, the Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that;
(i) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Jonathan Ilany
Jonathan Ilany
Chief Executive Officer
Date: August 4, 2021


EXHIBIT 32.3


Certification Pursuant to Section 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    In connection with the Quarterly Report of Tiptree Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sandra Bell, the Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that;
(i) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Sandra Bell
Sandra Bell
Chief Financial Officer
Date: August 4, 2021