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8-K - 8-K - TIPTREE INC.q420138-kpressreleasecover.htm
EX-99.2 - TIPTREE FINANCIAL INC. PRESENTATION - TIPTREE INC.tiptreeoverviewpresentat.htm


Exhibit 99.1
FOR IMMEDIATE RELEASE

TIPTREE FINANCIAL INC. REPORTS FINANCIAL RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2013

-Economic Net income of Operating Company was $34.7 million for 2013-
-Economic Net Income Available to Class A stockholders was $9.0 million, or $0.88 per diluted Class A share-
-Completed the acquisition of 67.5% of Luxury Mortgage Corp. in January 2014-
New York, New York – March 18, 2014 – Tiptree Financial Inc. (“Tiptree” or the “Company”) (NASDAQ:TIPT), a diversified holding company which operates in four segments: insurance and insurance services, specialty finance (including corporate, consumer and tax-exempt credit), asset management and real estate, today announced its financial results for the fourth quarter and year ended December 31, 2013. Tiptree operates its business through Tiptree Operating Company, LLC (“Operating Company”) which is owned 25% by Tiptree and 75% by Tiptree Financial Partners, L.P. (“TFP”).
Fourth Quarter Highlights
Economic net income of Operating Company was $4.9 million; economic net income available to Class A stockholders was $2.2 million, or $0.21 per diluted Class A share.
GAAP net income of Operating Company was $6.1 million; GAAP net income available to Tiptree Class A stockholders was $2.3 million, or $0.22 per diluted Class A share.
Economic Book Value per Class A share was $10.42 at December 31, 2013.
2013 Highlights
Sold the Bickford Portfolio for cash of $44 million and a net gain of approximately $15.5 million.
Purchased an interest in Siena Capital Finance LLC for $10 million.
Economic net income of Operating Company was $34.7 million; economic net income available to Class A stockholders was $9.0 million, or $0.88 per diluted Class A share.
GAAP net income of Operating Company was $34.8 million; GAAP net income available to Tiptree Class A stockholders was $8.8 million, or $0.86 per diluted Class A share.
Completed a public listing on NASDAQ through the Contribution Transactions.

Geoffrey Kauffman, President and Chief Executive Officer of Tiptree, commented, “We made meaningful progress in 2013 as we successfully listed the Company on the NASDAQ, added Siena Capital and more recently completed the acquisition of Luxury Mortgage. We intend to continue to focus on increasing book value and cash flow through acquisitions that complement our diversified portfolio of holdings, while maintaining the disciplined approach that has proven successful for the past seven years.

As we move forward, we plan to continue our proven strategy of working closely with our portfolio companies’ management teams to build strong strategic alliances. We will endeavor to help develop and execute their future growth plans and new business initiatives, while providing incremental capital to support this growth. We are energized by the growth opportunities both from within our current portfolio and from potential acquisitions in our ongoing efforts to create long-term shareholder value.”









2013 Financial Overview

Economic Net income of Operating Company
Economic net income of Operating Company for the year ended 2013 was $34.7 million compared to $36.3 million for 2012. Although net income was relatively unchanged from the prior year, there were changes in various components of total revenue and total expenses. Revenue from dividend/ distributions increased $2.4 million due to the additional Telos warehouse activity in 2013 and management fee income increased $9.2 million due to the purchase of TAMCO in June 2012. Offsetting these revenue increases, our tax-exempt assets experienced higher than usual unrealized gains in 2012; the unrealized gains for the tax-exempt assets declined by $6.8 million in 2013 from their highs in 2012. Total expenses increased $9.3 million from 2012 to 2013 largely due to the internalization of employees in 2012 as a result of the purchase of TAMCO, an increase in interest expense related to the Company’s new credit facility in 2013, and additional professional fees related to the Company’s expenses as a public company in 2013.

GAAP Net income available to Class A common stockholders
Net income available to Class A common stockholders for 2013 was $8.8 million compared to $8.7 million for 2012, an increase of $0.1 million, or 1.3%. This increase was primarily due to the $29.1 million decrease representing the net impact of the consolidated CLOs on our net income available to Class A common stockholders offset in part by increases in revenue from administrative service fees of $26.5 million and the gain on the sale of the Bickford portfolio of $15.5 million.


About Tiptree Financial Inc.
Tiptree is a diversified holding company engaged through its consolidated subsidiaries in a number of businesses and is an active acquirer of new businesses. Tiptree, whose operations date back to 2007, currently has subsidiaries that operate in four industry segments: insurance and insurance services, specialty finance, asset management and real estate.

Forward-Looking Statements
This release contains “forward-looking statements” which involve risks, uncertainties and contingencies, many of which are beyond the Company’s control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. All statements contained in this release that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should,” “target,” “will,” or similar expressions are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions. The forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecast in the forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to those described in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K, and as described in the Company’s other filings with the Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date of this release. The factors described therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could affect our forward-looking statements. Consequently, our actual performance could be materially different from the results described or anticipated by our forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by the federal securities laws, we undertake no obligation to update any forward-looking statements.







Economic Net Income
Economic Net Income (“ENI”) is a non-GAAP financial measure of profitability which Tiptree uses to measure the performance of its core business. Management believes that ENI reflects the nature and substance of the economic results of Tiptree’s businesses. Management also uses ENI as a measurement for determining incentive compensation. ENI as used by Tiptree may not be comparable to similar measures presented by other companies as it is a non-GAAP financial measure that is not based on a comprehensive set of accounting rules or principles and therefore may be defined differently by other companies. ENI should be considered in addition to, not as a substitute for, financial measures determined in accordance with GAAP.
Economic Net Income Components
The following table details the individual revenue and expense components of the non-GAAP measure ENI for the periods indicated (in thousands):
 
 
Three Months Ended December 31,
 
Year ended December 31,
 
 
 
2013
 
2012
 
2013
 
2012
 
Revenues:
 
 
 
 
 
 
 
 
 
Interest income
 
$
102

 
$
131

 
$
510

 
$
527

 
Dividend/distribution income
 
7,191

 
5,006

 
22,844

 
20,436

 
Realized (losses) gains
 
(9
)
 

 
(1,024
)
 
414

 
Unrealized gains
 
299

 
10,766

 
20,572

 
27,355

 
Management fee income
 
3,884

 
3,623

 
16,165

 
6,974

 
Total revenues
 
11,467

 
19,526

 
59,067

 
55,706

 
Expenses:
 
 
 
 
 
 
 
 
 
Compensation expense
 
2,641

 
3,472

 
12,480

 
6,568

 
Distribution expense (convertible preferred)
 

 
810

 
1,747

 
2,789

 
Interest expense
 
1,765

 
343

 
3,261

 
1,276

 
Professional fees and other
 
2,202

 
1,278

 
6,835

 
4,359

 
Total expense
 
6,608

 
5,903

 
24,323

 
14,992

 
Economic Net Income before management fee expenses and waivers and incentive allocation
 
4,859

 
13,623

 
34,744

 
40,714

 
Less: Management fee expenses (1)
 

 

 

 
1,996

 
Less: Management fee expenses waived (1)
 

 

 

 
(1,066
)
 
Economic Net Income before incentive allocation
 
4,859

 
13,623

 
34,744

 
39,784

 
Less: Incentive allocation (1)
 

 

 

 
3,459

 
Economic Net Income of Operating Company
 
4,859

 
13,623

 
34,744

 
36,325

 
Less: Economic net income attributable to TFP
 
3,461

 
10,224

 
25,911

 
27,276

 
Economic Net Income of Tiptree before tax provision
 
1,398

 
3,399

 
8,833

 
9,049

 
Less: Tax provision attributable to Tiptree
 
(764
)
 

 
(197
)
 

 
Economic Net Income of Tiptree
 
$
2,162

 
$
3,399

 
$
9,030

 
$
9,049

 
 
(1)
Following TFP’s acquisition of TAMCO in June 2012 described in Note 1 to the financial statements contained in Tiptree’s Form 10-K filed March 18, 2014. TAMCO no longer pays management or incentive fees.

Reconciliation of GAAP Net Income To Economic Net Income
In addition to the other adjustments indicated in the table below, ENI includes the following adjustments: (i) adjustment to results from real estate to eliminate non-cash items similar to adjusted funds from operations (“AFFO”) which is a non-GAAP financial measure widely used in the real estate industry, (ii) in our insurance segment, adjustment for fair value on available for sale securities, which is a non-GAAP measure frequently used throughout the insurance industry, and (iii) in our specialty finance segment, VIEs are shown as if not consolidated.
The following is a reconciliation of GAAP Net Income attributable to Tiptree to ENI for the three months and years ended December 31, 2013 and 2012 (in thousands):







    
 
 
Three Months Ended December 31,
 
Year Ended December 31,
 
 
2013
 
2012
 
2013
 
2012
GAAP Net Income of Tiptree
 
$
2,282

 
$
2,221

 
$
8,845

 
$
8,729

Plus: Tax provision attributable to Tiptree
 
(764
)
 

 
(197
)
 

Plus: Portion of NCI held by TFP
 
4,575

 
6,812

 
26,164

 
26,423

GAAP net income of Operating Company
 
6,093

 
9,033

 
34,812

 
35,152

 
 
 
 
 
 
 
 
 
Adjustments:
 
 
 
 
 
 
 
 
Adjustments to results from real estate operations (1)
 
1,829

 
816

 
(1,929
)
 
2,937

Effect of change in majority ownership of subsidiaries (2)
 
(138
)
 
2,558

 
(1,811
)
 
3,018

Fair value adjustments to carrying value (3)
 
(4,074
)
 
(572
)
 
(3,135
)
 
5,813

Reversal of VIEs net losses (gains) attributable to TFI (4)
 
1,149

 
(26
)
 
7,380

 
(3,752
)
Reversal of TAMCO net gains for periods prior to acquisition of TAMCO (5)
 

 
3,800

 

 
(2,760
)
TFP convertible preferred reclass of distributions to expense (6)
 

 
(812
)
 
(1,747
)
 
(2,790
)
Foreign exchange reserve (7)
 

 
(1,174
)
 
1,174

 
(1,174
)
Amortization of start-up expenses (8)
 

 

 

 
(119
)
Economic Net Income of Operating Company
 
4,859

 
13,623

 
34,744

 
36,325

Less: Economic net income attributable to TFP
 
3,461

 
10,224

 
25,911

 
27,276

Economic Net Income of Tiptree before tax provision
 
1,398

 
3,399

 
8,833

 
9,049

Less: Tax provision attributable to Tiptree
 
(764
)
 

 
(197
)
 

Economic Net Income of Tiptree
 
$
2,162

 
$
3,399

 
$
9,030

 
$
9,049


(1)
Adjustments to results from real estate operations includes the effects of straight lining lease revenue, expenses associated with depreciation and amortization, certain transaction expenses, non-cash equity compensation expenses, other non-cash charges, and incentive compensation adjustments for unconsolidated partnerships and joint ventures.

(2)
Effect of change in majority ownership of subsidiaries is the dilutive effect of Care Inc.’s issuance of shares related to the Contribution Transactions and stock-based compensation, the effect of Tiptree’s increased ownership of Philadelphia Financial due to accretion of preferred shares, and the increase in ownership of Siena.

(3)
Adjustment is to account at fair value the CLO subordinated notes held by Tiptree and PFG’s available-for-sale securities. Fair values are obtained from an independent third party pricing source.

(4)
Reversal of VIEs net losses/(gains) attributable to Tiptree (see reconciliation table below in thousands):





 
 
Year Ended December 31, 2013

 
 
Tiptree pro rata portion of Net Income
 
Net Income (net of 1% NCI)
 
Tiptree’s ownership %
Telos 1
 
$
(1,588
)
 
$
(22,341
)
 
7.11%
Telos 2
 
(7,934
)
 
(8,312
)
 
95.45%
Telos 3
 
549

 
2,988

 
18.38%
Telos 4
 
1,593

 
2,241

 
71.08%
Total
 
$
(7,380
)
 
$
(25,424
)
 
 
 
 
 
 
 
 
 
 
 
Year Ended December 31, 2012

 
 
Tiptree pro rata portion of Net Income
 
Net Income (net of 1% NCI)
 
Tiptree’s ownership %
Telos 1
 
$
297

 
$
4,173

 
7.11%
Telos 2
 
3,455

 
3,620

 
95.45%
Total
 
$
3,752

 
$
7,793

 
 

(5)
The purchase of TAMCO on June 30, 2012 was accounted for as a combination of entities under common control. As a result, the assets and liabilities of TAMCO were presented as if TAMCO had been consolidated by Tiptree on January 1, 2010. For non-controlling interest, we are reversing the effect of this recasting of financial information for prior periods.

(6)
Convertible preferred distribution reclassified as expense for purposes of ENI so as to reflect a cost of capital charge for outstanding convertible preferred. This class automatically converted to common shares effective July 1, 2013.

(7)
Reflects the timing difference on the recognition of yen exposure GAAP versus ENI.

(8)
Amortization of expenses associated with the start-up of Tiptree in 2007. The amortization period ended on June 30, 2012.

Reconciliation of GAAP Book Value to Economic Book Value:
Economic Book Value
Economic Book Value (“EBV”) is a non-GAAP financial measure which Tiptree uses to evaluate the performance of its core business. Management believes that EBV provides greater transparency and enhanced visibility into the underlying profitability drivers of our business and provides a useful, alternative view of the economic results of Tiptree’s businesses. EBV includes the following adjustments: (i) reversal of GAAP value for TAMCO and CLO VIEs and replacement with fair value, (ii) addition of life to date AFFO adjustments for real estate operations, (iii) reclassification of convertible preferred distributions to expense and (iv) foreign exchange timing adjustment.

EBV as used by Tiptree may not be comparable to similar measures presented by other companies as it is a non-GAAP financial measure that is not based on a comprehensive set of accounting rules or principles and therefore may be defined differently by other companies. EBV should be considered in addition to, not as a substitute for, financial measures determined in accordance with GAAP. The following is a reconciliation of GAAP book value attributable to Tiptree to EBV as of December 31, 2013 and 2012 (in thousands except share data):  






 
 
Year Ended December 31,
 
 
2013
 
2012
Economic Book Value
 
 
 
 
GAAP TFI Total Capital
 
$
565,856

 
$
535,588

Less: Non-controlling Interest in TFI
 
361,354

 
324,595

Less: Retained Earnings of consolidated TAMCO
 
84,591

 
102,635

GAAP Net Assets to Tiptree Class A Stockholders
 
119,911

 
108,358

Less net assets held directly at Tiptree
 
4,259

 
4,089

Plus portion of NCI held by TFP
 
339,283

 
315,640

GAAP Net Assets of Operating Company
 
454,935

 
419,909

Reversal of consolidation of TAMCO (including VIEs) (1)
 
(144,817
)
 
(120,513
)
Fair values of CLOs (2)
 
61,145

 
30,737

Value of TAMCO (3)
 
57,661

 
56,353

Adjustments to results from real estate operations (4)
 
3,711

 
5,603

TFP convertible preferred reclass of distributions to expense (5)
 

 
(810
)
Foreign exchange reserve (6)
 

 
(1,174
)
Total Adjustments
 
(22,300
)
 
(29,804
)
Economic Operating Company Net Assets
 
$
432,635

 
$
390,105

Units outstanding (7)
 
41,525

 
41,049

Economic Tiptree Book Value Per Class A Share
 
$
10.42

 
$
9.50


(1)
Under GAAP, Tiptree is required to consolidate all of the assets and liabilities of the VIEs managed by TAMCO on Tiptree’s balance sheet regardless of Tiptree’s economic interest. See Note 2(c) to the consolidated financial statements contained in Tiptree’s Form 10-K filed March 18, 2014. Adjustment is reversal of consolidation of TAMCO and VIEs.

(2)
Adjustment is to include the fair value of our ownership position in the VIEs which has been reversed as described in note (1) above.

(3)
Values TAMCO at the lower of cost or market and reflects the valuation of the purchase price based on the value of the partnership units issued in consideration for TAMCO.

(4)
Adjustments to results from real estate operations reverses the amounts, since inception, related to the effects of straight lining lease revenue, expenses associated with depreciation and amortization, certain transaction expenses, non-cash transactions expenses, non-cash equity compensation expenses, other non-cash charges, and incentive compensation adjustment for unconsolidated partnerships and joint ventures.

(5)
Convertible preferred distribution was reclassified as expense for purposes of ENI. This adjustment conforms the reclassification for EBV purposes.

(6)
A reserve was established for EBV purposes as of December 31, 2012 reflecting a timing difference relative to GAAP recognition of yen foreign exchange. Such reserve was subsequently reversed.

(7)
Assumes full redemption of Operating Company units for Class A common stock. Operating Company is owned approximately 25% by Tiptree and approximately 75% by TFP. Tiptree's ownership is equal to the number of shares of Class A common stock and pursuant to Operating Company's limited liability agreement this ratio will remain 1:1. TFP's ownership is equal to 2.798 times the number of TFP partnership units outstanding and this ratio is expected to remain 2.798:1. There were 11,068 and 11,016 partnership units outstanding as of December 31, 2013 and 2012, respectively. The basic EBV per partnership unit was $29.16 and $26.58 as of December 31, 2013 and 2012, respectively.






TIPTREE FINANCIAL INC.
AND SUBSIDIARIES
Consolidated Balance Sheet
(in thousands, except share and per share data)
 
 
Year Ended December 31,

 
2013

2012
Assets
 



Cash and cash equivalents – unrestricted
 
$
120,557


$
88,563

Cash and cash equivalents – restricted
 
26,395


20,748

Trading investments, at fair value
 
35,991


60,816

Investments in available for sale securities, at fair value
(amortized cost: $17,708 and $15,693 in 2013 and 2012, respectively)
 
17,763


16,303

Investments in loans, at fair value
 
171,087


20,423

Loans owned, at amortized cost – net of allowance
 
40,260


5,467

Investments in partially-owned entities
 
9,972


8,388

Real estate
 
105,061


118,827

Policy loans
 
102,147


99,123

Deferred tax assets
 
3,310


5,342

Intangible assets
 
154,695


162,412

Goodwill
 
4,294


3,088

Other assets
 
49,201


37,589

Separate account assets
 
4,625,099


4,035,053

Assets of consolidated CLOs
 
1,414,616


851,660

Total assets
 
$
6,880,448


$
5,533,802

Liabilities and Stockholders’ Equity
 



Liabilities:
 



Derivative financial instruments, at fair value
 
$
598


$
3,172

U.S. Treasuries, short position
 
18,493


20,175

Debt
 
360,609


195,648

Policy liabilities
 
112,358


108,868

Other liabilities and accrued expenses
 
21,829


14,988

Separate account liabilities
 
4,625,099


4,035,053

Liabilities of consolidated CLOs
 
1,175,606


620,310

Total liabilities
 
$
6,314,592


$
4,998,214

Commitments and contingencies
 




 



Stockholders’ Equity:
 



Preferred stock: $0.001 par value, 100,000,000 shares authorized, none issued or outstanding
 
$


$

Common stock - Class A: $0.001 par value, 200,000,000 shares authorized, 10,556,390 and 10,226,250 shares issued and outstanding respectively
 
11


11






Common stock - Class B: $0.001 par value, 50,000,000 shares authorized, 30,968,877 and 0 shares issued and outstanding respectively
 
31



Additional paid-in capital
 
100,903


96,144

Accumulated other comprehensive income
 
33


311

Retained earnings
 
18,933


11,892

Total stockholders’ equity of Tiptree Financial Inc.
 
119,911


108,358

Non-controlling interest
 
361,354


324,595

Appropriated retained earnings of consolidated TAMCO
 
84,591


102,635

Total stockholders’ equity
 
565,856


535,588

Total liabilities and stockholders’ equity
 
$
6,880,448


$
5,533,802








TIPTREE FINANCIAL INC.
AND SUBSIDIARIES
Consolidated Statement of Operations
(in thousands, except share and per share data)

 
Three months ended December 31, (Unaudited)
 
Year ended December 31,

 
2013
 
2012

2013

2012
Net realized (loss) gain on investments
 
$
(63
)
 
$
451


$
(833
)

$
1,377

Change in unrealized appreciation on investments
 
1,957

 
996


2,971


9,129

Income from investments in partially owned entities
 
37

 
1,255


3,250


2,308

Net realized and unrealized gains
 
1,931

 
2,702


5,388


12,814

Investment income:
 
 
 
 




Interest income
 
5,346

 
2,440


16,477


9,938

Separate account fees
 
5,912

 
5,021


22,248


19,875

Administrative service fees
 
12,633

 
12,730


49,489


22,995

Rental revenue
 
2,481

 
463


5,760


1,717

Other income
 
844

 
581


1,545


2,870

Total investment income
 
27,216

 
21,235


95,519


57,395

Total net realized and unrealized gains and investment income
 
29,147

 
23,937


100,907


70,209

Expenses:
 
 
 
 




Interest expense
 
5,509

 
3,680


17,517


8,096

Payroll expense
 
9,275

 
8,691


35,552


21,437

Professional fees
 
2,351

 
2,694


8,555


11,873

Change in future policy benefits
 
1,208

 
998


4,710


4,040

Mortality expenses
 
2,591

 
2,586


10,476


9,924

Commission expense
 
539

 
471


2,344


1,960

Depreciation and amortization expenses
 
1,085

 
711


4,467


2,238

Other expenses
 
4,734

 
2,798


15,456


7,720

Total expenses
 
27,292

 
22,629


99,077


67,288

Net Income before taxes and income attributable to consolidate CLOs from continuing operations
 
1,855

 
1,308

 
1,830

 
2,921

Results of Consolidated CLOs:
 
 
 
 
 
 
 
 
Income attributable to consolidated CLOs
 
19,212

 
20,992

 
52,687

 
71,412

Expenses attributable to consolidated CLOs
 
14,247

 
12,693

 
48,268

 
37,883

Net Income attributable to consolidated CLOs
 
4,965

 
8,299

 
4,419

 
33,529

Income before taxes from continuing operations
 
6,820

 
9,607

 
6,249

 
36,450

Provision for income taxes
 
2,392

 
(483
)
 
6,941

 
(321
)
Income (loss) from continuing operations
 
4,428

 
10,090

 
(692
)
 
36,771

Discontinued operations:
 
 
 
 
 

 

Gain on sale of Bickford portfolio, net
 

 

 
15,463

 

Income from discontinued operations, net
 

 
588

 
1,647

 
2,882

Provision for income taxes
 

 

 

 






Discontinued operations, net
 

 
588

 
17,110

 
2,882

Net income
 
4,428

 
10,678

 
16,418

 
39,653

Less net income attributable to noncontrolling interest
 
4,432

 
7,231

 
25,617

 
26,883

Less net (loss) income attributable to VIE subordinated noteholders
 
(2,286
)
 
1,226

 
(18,044
)
 
4,041

Net income available to common stockholders
 
$
2,282

 
$
2,221

 
$
8,845

 
$
8,729

Net income (loss) per Class A common share:
 
 
 
 
 

 

Basic, continuing operations, net
 
$
0.22

 
$
0.16

 
$
(0.81
)
 
$
0.57

Basic, discontinued operations, net
 

 
0.06

 
1.67

 
0.28

Net income basic
 
0.22

 
0.22

 
0.86

 
0.85

Diluted, continuing operations, net
 
0.22

 
0.16

 
(0.81
)
 
0.57

Diluted, discontinued operations, net
 

 
0.06

 
1.67

 
0.28

Net income dilutive
 
$
0.22

 
$
0.22

 
$
0.86

 
$
0.85

Weighted average number of Class A common shares:
 
 
 
 
 

 

Basic
 
10,349,856

 
10,289,603

 
10,250,438

 
10,286,412

Diluted
 
10,349,856

 
10,289,603

 
10,250,438

 
10,286,412



























Contact
(212) 446-1400
ir@tiptreefinancial.com