Tiptree Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Tiptree Inc. has submitted its annual 10-K filing for the fiscal year ended December 31, 2023, detailing its financial performance and corporate information.</b>

AI Summary

TIPTREE INC. (TIPT) filed a Annual Report (10-K) with the SEC on February 29, 2024. Tiptree Inc. filed its 10-K report for the fiscal year ending December 31, 2023. The company's principal business is Fire, Marine & Casualty Insurance. Tiptree Inc. was formerly known as Tiptree Financial Inc. and Care Investment Trust Inc. The filing includes financial data for the fiscal years 2020, 2021, 2022, and 2023. The company's business address is located at 660 Steamboat Road, 2nd Floor, Greenwich, CT 06830.

Why It Matters

For investors and stakeholders tracking TIPTREE INC., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Tiptree Inc.'s financial health, operational performance, and strategic positioning for the fiscal year 2023, which is crucial for investors to assess the company's value and future prospects. As a publicly traded entity, Tiptree Inc.'s adherence to SEC reporting requirements, including this 10-K, ensures transparency and allows stakeholders to make informed investment decisions based on standardized financial disclosures.

Risk Assessment

Risk Level: medium — TIPTREE INC. shows moderate risk based on this filing. The filing is a standard 10-K, which is a comprehensive annual report. While it contains significant financial data, it does not immediately highlight any extreme positive or negative trends or events that would classify the risk as high or low without further detailed analysis of the financial statements and risk factors.

Analyst Insight

Review the detailed financial statements and risk factors within the 10-K filing to identify specific areas of financial performance, potential risks, and strategic initiatives for Tiptree Inc.

Key Numbers

• 20231231 — Fiscal Year End (CONFORMED PERIOD OF REPORT)
• 20240229 — Filing Date (FILED AS OF DATE)
• 2023 — Fiscal Year (FILING VALUES)
• 2022 — Fiscal Year (FILING VALUES)
• 2021 — Fiscal Year (FILING VALUES)
• 2020 — Fiscal Year (FILING VALUES)

Key Players & Entities

• TIPTREE INC. (company) — FILER
• TIPTREE INC. (company) — COMPANY CONFORMED NAME
• TIPTREE FINANCIAL INC. (company) — FORMER COMPANY
• Care Investment Trust Inc. (company) — FORMER COMPANY
• 660 STEAMBOAT ROAD (company) — BUSINESS ADDRESS
• 2ND FLOOR (company) — BUSINESS ADDRESS
• GREENWICH (company) — BUSINESS ADDRESS
• CT (company) — BUSINESS ADDRESS

FAQ

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-02-29: Filing Date — Date the 10-K report was officially filed with the SEC.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This is the primary document type filed by Tiptree Inc. for its annual reporting.)

Fiscal Year End

The last day of a company's accounting year. (Indicates the period covered by the financial statements in the 10-K.)

Key Financial Figures

• $0.001 — ich registered common stock, par value $0.001 per share TIPT NASDAQ Capital Market
• $15.01 — , based upon the closing sales price of $15.01 per share as reported on the Nasdaq Cap
• $0 — there were 36,761,206 shares, par value $0.001, of the registrant's common stock o
• $200 million — Pincus LLC. "WP Transaction" means the $200 million strategic investment in Fortegra by War

Filing Documents

• tipt-20231231.htm (10-K) — 5096KB
• ex107-form2024rsumatchinga.htm (EX-10.7) — 49KB
• ex109-formprsuawardagt2024.htm (EX-10.9) — 58KB
• ex1018-amend5emeritusagtx.htm (EX-10.18) — 14KB
• ex211subsidiaries12-31x23.htm (EX-21.1) — 6KB
• exhibit231consentletterofi.htm (EX-23.1) — 3KB
• ex311-1231202310k.htm (EX-31.1) — 15KB
• ex312-1231202310k.htm (EX-31.2) — 15KB
• ex313-1231202310k.htm (EX-31.3) — 15KB
• ex321-1231202310k.htm (EX-32.1) — 4KB
• ex322-1231202310k.htm (EX-32.2) — 4KB
• ex323-1231202310k.htm (EX-32.3) — 4KB
• ex97-clawbackpolicy10k.htm (EX-97.1) — 29KB
• 0001393726-24-000032.txt (&nbsp;) — 26006KB
• tipt-20231231.xsd (EX-101.SCH) — 124KB
• tipt-20231231_cal.xml (EX-101.CAL) — 218KB
• tipt-20231231_def.xml (EX-101.DEF) — 884KB
• tipt-20231231_lab.xml (EX-101.LAB) — 1589KB
• tipt-20231231_pre.xml (EX-101.PRE) — 1234KB
• tipt-20231231_htm.xml (XML) — 5456KB

Business

Item 1. Business 10

Risk Factors

Item 1A. Risk Factors 26

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 53 I tem 1C. Cybersecurity 53

Properties

Item 2. Properties 53

Legal Proceedings

Item 3. Legal Proceedings 53

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 53 PART II 53

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 54

Reserved

Item 6. Reserved. 54

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 55

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 81

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data F- 1 Report of Independent Registered Public Accounting Firm F- 2 Consolidated Balance Sheets for December 31, 2023 and 2022 F- 5 Consolidated Statements of Operations for the three years ended December 31, 2023, 2022, and 2021 F- 6 Consolidated Statements of Comprehensive Income (Loss) for the three years ended December 31, 2023, 2022, and 2021 F- 7 Consolidated Statement of Changes in Stockholders' Equity for the three years ended December 31, 2023, 2022, and 2021 F- 8 Consolidated Statements of Cash Flows for the three years ended December 31, 2023, 2022, and 2021 F- 10

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements F- 12 (1) Organization F- 12 (2) Summary of Significant Accounting Policies F- 12 (3) Acquisitions F- 23 (4) Dispositions and Assets and Liabilities Held for Sale F- 24 (5) Operating Segment Data F- 24 (6) Investments F- 26 (7) Notes and Accounts Receivable, net F- 32 (8) Reinsurance Receivables F- 32 (9) Goodwill and Intangible Assets, net F- 35 (10) Derivative Financial Instruments and Hedging F- 36 (11) Debt, net F- 38 (12) Fair Value of Financial Instruments F- 40 (13) Liability for Unpaid Claims and Claim Adjustment Expenses F- 47 (14) Revenue from Contracts with Customers F- 50 (15) Other Assets and Other Liabilities and Accrued Expenses F- 51 (16) Other Revenue and Other Expenses F- 52 ( 17) Stockholders' Equity F- 53 (18) Accumulated Other Comprehensive Income (Loss) F- 56 (19) Stock Based Compensation F- 56 (20) Income Taxes F- 60 (21) Commitments and Contingencies F- 63 (22) Earnings Per Share F- 65 (23) Related Party Transactions F- 65 (24) Subsequent Events F- 66

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 67

Controls and Procedures

Item 9A. Controls and Procedures 67

Other Information

Item 9B. Other Information 68

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 57 PART III 68

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 68

Executive Compensation

Item 11. Executive Compensation 68 3 TIPTREE INC. Annual Report on Form 10-K December 31, 2023 Table of Contents ITEM Page Number

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 68

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 68

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 68 PART IV 69

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules 69

Form 10-K Summary

Item 16. Form 10-K Summary 71

Signatures

Signatures 72 4 PART I

Forward-Looking Statements

Forward-Looking Statements Except for the historical information included and incorporated by reference in this Annual Report on Form 10-K, 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" and elsewhere in this Annual Report on Form 10-K 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 s

Business

Item 1. Business OVERVIEW Our Business At Tiptree, our mission is to build long-term value by allocating capital to select small and middle market companies across industries. We have a significant track record investing in the insurance and credit-related financial sectors. With proprietary access and a flexible capital base, we seek to uncover compelling investment opportunities and support management teams in unlocking the full value potential of their businesses. This investment philosophy, executed by our experienced leadership, is our hallmark and has delivered consistent risk-adjusted returns to our stockholders since 2007. We categorize our businesses into: Insurance and Tiptree Capital. Insurance: Our Insurance segment consists of Fortegra, which is a growing, consistently profitable, and multinational specialty insurance company focused on underwriting complex and niche risks in underserved markets. Founded in 1978, the business has a long-standing track record of disciplined and stable underwriting results while generating strong growth and attractive returns on capital. Fortegra is an underwriting-focused company, with deep expertise within the admitted and E&S insurance lines and capital light fee-based services markets. It targets moderate risk limits and utilizes a sophisticated reinsurance strategy to reduce volatility and protect its capital. The business differentiates itself through its go-to-market strategy, expertise in customized underwriting solutions and the value-added services offered to its distribution partners. Tiptree Capital: We own a diversified group of businesses and investments that are owned and managed separately as Tiptree Capital, which include our Mortgage segment operations. We manage Tiptree Capital with a long-term focus, balancing current cash flow and long-term value appreciation. Today, Tiptree Capital consists primarily of our mortgage operations and principal investments. Our Operating Principles We acquire c

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View this 10-K filing on SEC EDGAR