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8-K - 8-K - TIPTREE INC.a8k-6302015er.htm
EX-99.2 - EXHIBIT 99.2 - TIPTREE INC.exhibit992.htm
Exhibit 99.1

FOR IMMEDIATE RELEASE

TIPTREE FINANCIAL INC. REPORTS SECOND QUARTER 2015 FINANCIAL RESULTS
Tiptree Financial Inc. GAAP net income of $15.0 million for the second quarter and $14.0 million for the first half of 2015, representing its 77% ownership of Tiptree Operating Company, which had GAAP net income of $19.8 million for the second quarter and $18.0 million for the first half of 2015.
Tiptree Operating Company total Adjusted EBITDA of $32.2 million for the second quarter and $45.2 million for the first half of 2015.
Tiptree Operating Company Adjusted EBITDA for continuing operations of $7.2 million for the second quarter and $12.0 million for the first half of 2015.
Declared dividend of $0.025 per share to Class A stockholders.
GAAP book value of $9.34 per Class A common share as of June 30, 2015.

New York, New York - August 13, 2015 - Tiptree Financial Inc. (NASDAQ:TIPT) (“Tiptree Financial”), a diversified holding company which operates in the insurance and insurance services, specialty finance, asset management and real estate industries, today announced its financial results for the quarter and six months ended June 30, 2015. Tiptree Financial operates its business through Tiptree Operating Company, LLC (“Tiptree” or the “Company”), which is owned 77% by Tiptree Financial and 23% by Tiptree Financial Partners, L.P. (“TFP”). This release reports both the results of Tiptree and the results available to Tiptree Financial’s Class A stockholders.

Second Quarter 2015 Highlights

Completed the sale of Philadelphia Financial Group, Inc. (“PFG”) for a net after tax gain of $16.3 million. We received proceeds of $142.8 million and the tax associated with the sale of PFG is expected to be approximately $25.9 million.
First six months of 2015 Fortegra Financial Corporation (“Fortegra”) contributed $10.3 million in pre-tax earnings to consolidated results.
Sold CLO subordinated notes in Telos CLO 2007-2, Ltd. (“Telos 2”) and Telos CLO 2013-4, Ltd. (“Telos 4”) for net cash of $39.7 million partly to fund the diversification of our principal investments and secondarily to recycle capital from existing, amortizing CLOs into a new loan warehouse facility with the objective of creating new CLOs to increase asset management fees.
Invested $25.0 million in its credit opportunity strategy which involves the leveraged purchase of commercial loans.
Tiptree invested approximately $9.7 million in a pool of non-performing residential mortgages securing single family properties.

Subsequent Events

Closed its previously announced acquisition of Reliance First Capital, LLC, a retail mortgage origination company for a combination of cash and Class A Common Stock of Tiptree.
Contributed $30 million to Telos 2015-7, Ltd. and established a new warehouse line to leverage investments in loans in anticipation of launching a new CLO.
Declared a dividend of $0.025 per share to Class A stockholders and TFP limited partners on an as exchanged basis with a record date of August 24, 2015, and a payment date of August 31, 2015.
The Board has approved a stock purchase program for the purchase of up to an aggregate of $5 million of Class A common stock by the Company and Michael Barnes that has not yet commenced.

Geoffrey Kauffman, Co-Chief Executive Officer of Tiptree Financial, commented, “We are pleased with Tiptree’s results for the quarter and are confident that our strategic direction to take advantage of positive economic trends puts the Company in a strong position to drive long term shareholder value.”





Second Quarter and First Half 2015 Financial Overview
Consolidated Results
For the three months ended June 30, 2015, the Company reported after-tax net income of $19.8 million compared with after tax net income of $4.0 million in the comparable period of 2014. For the six months ended June 30, 2015, the Company reported after tax net income of $17.8 million compared with after tax net income of $7.6 million in the comparable period in 2014. The increases in both periods were primarily driven by the $27.2 million pre-tax gain (or $16.3 million after-tax gain) on the sale of the Company’s PFG subsidiary, the incorporation of Fortegra’s pre-tax earnings of $6.3 million in the second quarter of 2015 ($10.3 million for the six months ended June 30, 2015), partially offset by the loss on the sales of subordinated notes in Telos 2 and Telos 4.
The Company’s total adjusted EBITDA was $32.2 million in the three months ended June 30, 2015, compared with total adjusted EBITDA of $11.4 million in the three months ended June 30, 2014. The primary driver of the increase in total adjusted EBITDA was the gain on sale of PFG. The primary driver of the increase in adjusted EBITDA for continuing operations was the incorporation of Fortegra’s adjusted EBITDA of $9.2 million for the second quarter of 2015.

The Company’s total adjusted EBITDA was $45.2 million in the six months ended June 30, 2015, compared with total adjusted EBITDA of $21.9 million in the six months ended June 30, 2014. The primary driver of the increase in total adjusted EBITDA was the gain on sale of PFG, partially offset by the loss on the sale of subordinated notes in Telos 2 and Telos 4. The primary driver of the increase in adjusted EBITDA for continuing operations was the incorporation of Fortegra’s results for the first half of 2015 of $17.5 million.
Management believes that adjusted EBITDA provides a supplementary metric to enhance investors’ understanding of the on-going earnings potential of the Company’s businesses and an indication of the Company’s ability to generate additional funds for re-investment in the combined businesses. As adjusted EBITDA is a Non-GAAP measure, it should be reviewed in conjunction with the Company’s GAAP results. See “Non-GAAP Financial Measures-EBIDTA and Adjusted EBITDA” below for further information relating to the Company’s adjusted EBITDA measure, including a reconciliation to GAAP net income.

Segment Results
Insurance and Insurance Services segment

Insurance and insurance services segment pre-tax income was $6.3 million for the second quarter and $10.3 million for the first half of 2015. Pre-tax income increased from $4.0 million in the first quarter of 2015 to $6.3 million in the second quarter of 2015. The quarter over quarter improvement in revenues was largely attributable to strong sales of credit and warranty insurance products partially offset by competitive pressure in mobile device protection plans and motor club memberships resulting in reduced contract volumes in those two product lines. Results in this segment reflect our acquisition of Fortegra in December 2014 and previously reflected the results of PFG prior to PFG being treated as a discontinued operation. As such, given that segment results year over year reflect different business models and different earnings profiles, we have not provided year over year comparisons.

Specialty Finance segment

Specialty Finance segment pre-tax income was $568 thousand for the three months ended June 30, 2015, compared with a pre-tax net loss of $731 thousand for the second quarter of 2014. For the six months ended June 30, 2015, the specialty finance segment pre-tax net income was $1.0 million, compared with a pre-tax net loss of $1.5 million for the prior year comparable period. The Luxury and Siena businesses benefited from an improving US economy. The increase is primarily driven by increased mortgage originations at Luxury and higher lending volume at Siena. At Luxury, the subsidiary‘s improved business outlook reflects the improving housing and mortgage markets, while Siena’s improved results reflect the growing confidence of small businesses to borrow and invest.

Real Estate segment

Care had a pre-tax net loss of $2.0 million for the second quarter of 2015, compared with a pre-tax net loss of $751 thousand in the second quarter of 2014. Care had a pre-tax loss of $6.2 million in the first half of 2015, compared with pre-tax loss of $1.5 million in the first half of 2014. Care made significant investments in senior housing properties and joint ventures during 2014 and the first quarter of 2015. The increase in the number of Care properties generated higher rental and other income in the first half of 2015, but the revenue improvement was more than offset by additional amortization expenses as the result of increased value attributable to the acquired properties as a consequence of the expansion in Care’s business.


Page 2



Care had Adjusted EBITDA of $2.0 million for the second quarter of 2015 compared to $784 thousand in the comparable period
of 2014 and $2.7 million of Adjusted EBITDA for the first half of 2015 compared to $1.6 million in the comparable period in
2014. See “—Non-GAAP Financial Measures - EBITDA and Adjusted EBITDA” below for a reconciliation to GAAP net income.

Asset Management

Pre-tax net income for the asset management segment was $2.4 million for the second quarter of 2015, compared with pre-tax net income of $2.6 million for the second quarter of 2014, a decline of $0.2 million. Pre-tax net income for the first half of 2015 was $4.5 million, as compared to $4.9 million in the prior year period. The principal reason for the decline was the reduction in CLO management fees, driven by a combination of amortized AUM and lower fees.

Net Income attributable to CLOs managed by the Company

Pre-tax net income from the Company’s CLO business was $1.9 million for the second quarter of 2015, compared with net pre-tax net income of $7.1 million in the second quarter of 2014. Pre-tax net income attributable to consolidated CLOs was $2.7 million in the first half of 2015 versus $11.7 million in the prior year period. The primary drivers of the decline in 2015 were attributable to realized and unrealized losses incurred on the Company’s holdings of CLO subordinated notes in the second quarter of 2015. The Company sold its holdings of subordinated notes issued by Telos 2 and Telos 4 during the second quarter of 2015. The sale generated net cash proceeds of $39.7 million and realized a total cumulative loss of $22.0 million, of which a net total of $8.0 million was recognized in the first half of 2015. The total cumulative realized loss on the CLO subordinated notes sold was offset by total cumulative distributions of $94.3 million received by the company over the period the subordinated notes were held, of which $3.2 million was earned in 2015. The sale had the effect of reducing the total amount of distributions earned from holdings of subordinated notes in the second quarter of 2015. A portion of the proceeds, $30 million, was invested into a new loan warehouse facility in the third quarter 2015 in anticipation of the creation of a new CLO (Telos 7). Net interest income from the redeployment of these proceeds into new loans will be recorded in the second half of the year until the CLO is issued, offsetting a portion of the loss of the future dividend income on the subordinated notes sold. A component of the realized loss on the sale of the subordinated notes is attributable to the future value of this loss in the dividend income.

Corporate and Other

The Company’s corporate and other segment incorporates revenues from the Company’s principal investment activities, including investments in CLO subordinated notes, investments in tax exempt securities, income from the Company’s credit investment portfolio, net interest income from any loans funded through warehouse facilities and net gains or losses from the Company’s corporate finance activity, including the interest rate and credit derivative risk mitigation transactions. Segment expenses include interest expense on the Fortress credit facility and head office payroll and other expenses.

Pre-tax loss from the corporate and other segment for the second quarter 2015 was $8.8 million compared to $339 thousand in the comparable period in 2014. Pre-tax loss from the corporate and other segment for the six months ended June 30, 2015 was $17.1 million compared to a pre-tax income of $502 thousand for the comparable period in 2014. The primary driver of the loss in the second quarter and first six months of 2015 was realized and unrealized net losses of $11.9 million on CLO subordinated notes compared to net income generated by warehouse credit facilities in place in the first half of 2014, as discussed above.

Earnings Conference Call
Tiptree Financial will host a conference call on Friday, August 14, 2015 at 11:00 a.m. Eastern Time to discuss its second quarter 2015 financial results. A copy of our investor presentation for the second quarter 2015, to be used during the conference call, as well as this press release, will be available in the Investor Relations section of the Company’s website, located at www.tiptreefinancial.com.

The conference call will be available via live or archived webcast at http://www.investors.tiptreefinancial.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software.

To participate in the telephone conference call, please dial 1-877-407-4018 (domestic) or 1-201-689-8471 (international). Please dial in at least five minutes prior to the start time.
A replay of the call will be available from Friday, August 14, 2015 at 2:00 p.m. Eastern Time, until midnight Eastern on Friday, August 21, 2015. To listen to the replay, please dial 1-877-870-5176 (domestic) or 1-858-384-5517 (international), Passcode 13617634.

Page 3



 About Tiptree
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 five segments: insurance and insurance services, specialty finance, asset management, real estate and corporate and other (which includes Tiptree’s principal investments).
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. 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.

Page 4



Tiptree Financial Inc.
As of
Consolidated Statements of Financial Condition (GAAP) (in thousands except per share amounts)
June 30, 2015
 
December 31, 2014
 
(Unaudited)
 
As adjusted
Cash and cash equivalents – unrestricted
$
170,100

 
$
52,987

Cash and cash equivalents – restricted
30,085

 
28,045

Trading assets, at fair value
31,824

 
30,163

Investments in available for sale securities, at fair value
179,772

 
171,128

Mortgage loans held for sale, at fair value
56,417

 
28,661

Investments in loans, at fair value
63,718

 
2,601

Loans owned, at amortized cost – net of allowance
51,439

 
36,095

Notes receivable, net
21,647

 
21,916

Accounts and premiums receivable, net
56,947

 
39,666

Reinsurance receivables
300,065

 
264,776

Investments in partially-owned entities
113

 
2,451

Real estate
208,565

 
131,308

Intangible assets
103,607

 
120,394

Other receivables
46,565

 
36,068

Goodwill
92,118

 
92,118

Other assets
76,131

 
36,875

Assets of consolidated CLOs
1,883,030

 
1,978,094

Assets held for sale

 
5,129,745

Total assets
$
3,372,143

 
$
8,203,091

Liabilities and Stockholders’ Equity
 
 
 
Liabilities:
 
 
 
Trading liabilities, at fair value
$
22,371

 
$
22,573

Debt
464,372

 
363,199

Unearned premiums
333,560

 
299,826

Policy liabilities
69,638

 
63,365

Deferred revenue
65,594

 
45,393

Deferred tax liabilities
32,473

 
45,925

Commissions payable
6,904

 
12,983

Other liabilities and accrued expenses
135,876

 
63,928

Liabilities of consolidated CLOs
1,835,238

 
1,877,377

Liabilities held for sale and discontinued operations
771

 
5,006,901

Total liabilities
$
2,966,797

 
$
7,801,470

Stockholders’ Equity:
 
 
 
Preferred stock
$

 
$

Common stock - Class A
32

 
32

Common stock - Class B
10

 
10

Additional paid-in capital
271,189

 
271,090

Accumulated other comprehensive income
(265
)
 
(49
)
Retained earnings
25,758

 
13,379

Total stockholders’ equity of Tiptree Financial Inc.
296,724

 
284,462

Non-controlling interests (including $92,968 and $90,144 attributable to Tiptree Financial Partners, L.P., respectively)
108,622

 
117,159

Total stockholders’ equity
405,346

 
401,621

Total liabilities and stockholders’ equity
$
3,372,143

 
$
8,203,091

 
 
 
 
Book Value Per Share - Tiptree Financial Inc.
June 30, 2015
 
December 31, 2014
Total stockholders’ equity of Tiptree Financial Inc.
$
296,724

 
$
284,462

Class A common stock outstanding
31,764

 
31,830

Class A book value per common share (1)
$
9.34

 
$
8.94

Note:
(1) See “—Tiptree Financial Inc. and the Company Book Value Per Share” below for further discussion of book value per common share.

Page 5



Tiptree Financial Inc.
Consolidated Statements of Income (GAAP)
(Unaudited, in thousands, except share and per share data)
Three months ended June 30,
 
Six months ended June 30,

2015
 
2014
 
2015
 
2014
Revenues:
 
 
As adjusted
 
 
 
As adjusted
Net realized and unrealized gains (losses) on investments
$
443

 
$
(29
)
 
$
222

 
$
875

Net realized and unrealized gains on mortgage pipeline and associated hedging instruments
368

 
105

 
719

 
190

Interest income
2,867

 
3,184

 
5,163

 
7,176

Net credit derivative losses
(444
)
 
(1,257
)
 
(534
)
 
(1,521
)
Service and administrative fees
25,545

 

 
47,472

 

Ceding commissions
10,148

 

 
20,085

 

Earned premiums, net
39,707

 

 
77,060

 

Gain on sale of loans held for sale, net
4,005

 
1,759

 
6,598

 
2,734

Loan fee income
1,882

 
980

 
3,281

 
1,409

Rental revenue
11,191

 
4,383

 
20,560

 
8,839

Other income
3,467

 
515

 
6,563

 
804

Total revenue
99,179

 
9,640

 
187,189

 
20,506

Expenses:
 
 
 
 
 
 
 
Interest expense
6,194

 
2,643

 
11,323

 
5,457

Payroll and employee commissions
23,429

 
7,297

 
43,770

 
13,012

Commission expense
23,927

 

 
40,455

 

Member benefit claims
8,240

 

 
15,819

 

Net losses and loss adjustment expenses
12,926

 

 
25,376

 

Professional fees
3,671

 
1,916

 
8,299

 
2,990

Depreciation and amortization expenses
11,359

 
1,662

 
26,823

 
3,330

Acquisition costs

 

 
1,349

 

Other expenses
12,929

 
2,437

 
24,073

 
5,015

Total expense
102,675

 
15,955

 
197,287

 
29,804

 
 
 
 
 
 
 
 
Results of consolidated CLOs:
 
 
 
 
 
 
 
Income attributable to consolidated CLOs
19,033

 
18,083

 
34,696

 
32,698

Expenses attributable to consolidated CLOs
17,117

 
11,012

 
32,038

 
20,984

Net Income attributable to consolidated CLOs
1,916

 
7,071

 
2,658

 
11,714

(Loss) income before taxes from continuing operations
(1,580
)
 
756

 
(7,440
)
 
2,416

Less: Provision (benefit) for income taxes
(371
)
 
(1,080
)
 
(1,867
)
 
(1,732
)
 (Loss) income from continuing operations
(1,209
)
 
1,836

 
(5,573
)
 
4,148

 
 
 
 
 
 
 
 
Discontinued operations:
 
 
 
 
 
 
 
Income from discontinued operations, net
4,654

 
2,186

 
6,999

 
3,476

Gain on sale of discontinued operations, net
16,349

 

 
16,349

 

Discontinued operations, net
21,003

 
2,186

 
23,348

 
3,476

Net income before non-controlling interests
19,794

 
4,022

 
17,775

 
7,624

Less: net income attributable to noncontrolling interests - Tiptree Financial Partners, L.P.
4,735

 
2,245

 
3,875

 
4,551

Less: net income (loss) attributable to noncontrolling interests - Other
97

 
(262
)
 
(83
)
 
(592
)
Net income available to common stockholders
$
14,962

 
$
2,039

 
$
13,983

 
$
3,665

 
 
 
 
 
 
 
 
Net income (loss) per Class A common share:
 
 
 
 
 
 
 
Basic, continuing operations, net
$
(0.03
)
 
$
0.14

 
$
(0.11
)
 
$
0.27

Basic, discontinued operations, net
0.50

 
0.05

 
0.55

 
0.08

Net income basic
0.47

 
0.19

 
0.44

 
0.35

 
 
 
 
 
 
 
 
Diluted, continuing operations, net
(0.03
)
 
0.14

 
(0.11
)
 
0.27

Diluted, discontinued operations, net
0.50

 
0.05

 
0.55

 
0.08

Net income dilutive
$
0.47

 
$
0.19

 
$
0.44

 
$
0.35

Weighted average number of Class A common shares:
 
 
 
 
 
 
 
Basic
31,881,904

 
10,617,863

 
31,962,065

 
10,602,311

Diluted
31,881,904

 
10,617,863

 
31,962,065

 
10,602,311


Page 6



Tiptree Financial Inc.
Segment Statement of Operations
(Unaudited, in thousands)
 
Three months ended June 30, 2015
 
Insurance and insurance services(1)
 
Specialty finance
 
Real estate
 
Asset management
 
Corporate and other
 
Totals
Net realized and unrealized gains (losses) on investments
$
5

 
$
(195
)
 
$
369

 
$

 
$
264

 
$
443

Net realized and unrealized gains on mortgage pipeline and associated hedging instruments

 
368

 

 

 

 
368

Interest income
687

 
1,822

 
25

 

 
333

 
2,867

Service and administrative fees
25,545

 

 

 

 

 
25,545

Ceding commissions
10,148

 

 

 

 

 
10,148

Earned premiums, net
39,707

 

 

 

 

 
39,707

Gain on sale of loans held for sale, net

 
4,005

 

 

 

 
4,005

Loan fee income

 
1,882

 

 

 

 
1,882

Rental revenue

 
7

 
11,184

 

 

 
11,191

Other income
2,429

 
91

 
772

 
38

 
(307
)
 
3,023

Total revenue
78,521

 
7,980

 
12,350

 
38

 
290

 
99,179

 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
1,775

 
834

 
1,810

 

 
1,775

 
6,194

Payroll and employee commissions
9,678

 
4,520

 
4,129

 
264

 
4,838

 
23,429

Commission expense
23,927

 

 

 

 

 
23,927

Member benefit claims
8,240

 

 

 

 

 
8,240

Net losses and loss adjustment expenses
12,926

 

 

 

 

 
12,926

Depreciation and amortization expenses
7,258

 
124

 
3,945

 

 
32

 
11,359

Other expenses
8,417

 
1,934

 
4,435

 
175

 
1,639

 
16,600

Total expense
72,221

 
7,412

 
14,319

 
439

 
8,284

 
102,675

Net income attributable to consolidated CLOs

 

 

 
2,752

 
(836
)
 
1,916

Pre-tax income (loss)
$
6,300

 
$
568


$
(1,969
)
 
$
2,351

 
$
(8,830
)
 
$
(1,580
)
Less: Provision (benefit) for income taxes
 
 
 
 
 
 
 
 
 
 
(371
)
Discontinued operations
 
 
 
 
 
 
 
 
 
 
21,003

Net income before non-controlling interests
 
 
 
 
 
 
 
 
 
 
$
19,794

Less: net income attributable to noncontrolling interests from continuing operations and discontinued operations - Tiptree Financial Partners, L.P.
 
 
 
 
 
 
 
 
 
 
4,735

Less: net income attributable to noncontrolling interests from continuing operations and discontinued operations - Other
 
 
 
 
 
 
 
 
 
 
97

Net income available to common stockholders
 
 
 
 
 
 
 
 
 
 
$
14,962


Note:
(1) The revenues and expenses associated with PFG are reported in Discontinued Operations.

Page 7



Tiptree Financial Inc.
Segment Statement of Operations
(Unaudited, in thousands)
 
Three months ended June 30, 2014
 
Insurance and insurance services(1)
 
Specialty finance
 
Real estate
 
Asset management
 
Corporate and other
 
Totals
Net realized and unrealized gains (losses) on investments
$

 
$
148

 
$
(415
)
 
$

 
$
238

 
$
(29
)
Net realized and unrealized gains on mortgage pipeline and associated hedging instruments

 
105

 

 

 

 
105

Interest income

 
766

 
682

 

 
1,736

 
3,184

Gain on sale of loans held for sale, net

 
1,759

 

 

 

 
1,759

Loan fee income

 
980

 

 

 

 
980

Rental revenue

 
7

 
4,376

 

 

 
4,383

Other income

 
91

 
192

 
64

 
(1,089
)
 
(742
)
Total revenue

 
3,856

 
4,835

 
64

 
885

 
9,640

 
 
 
 
 
 
 
 
 
 
 
 
Interest expense

 
311

 
978

 

 
1,354

 
2,643

Payroll and employee commissions

 
2,799

 
1,716

 
324

 
2,458

 
7,297

Depreciation and amortization expenses

 
127

 
1,535

 

 

 
1,662

Other expenses

 
1,240

 
1,357

 
173

 
1,583

 
4,353

Total expense

 
4,477

 
5,586

 
497

 
5,395

 
15,955

Net intersegment revenue/(expense)

 
(110
)
 

 

 
110

 

Net income attributable to consolidated CLOs

 

 

 
3,010

 
4,061

 
7,071

Pre-tax income (loss)
$

 
$
(731
)
 
$
(751
)
 
$
2,577

 
$
(339
)
 
$
756

Less: Provision (benefit) for income taxes
 
 
 
 
 
 
 
 
 
 
(1,080
)
Discontinued operations
 
 
 
 
 
 
 
 
 
 
2,186

Net income before non-controlling interests
 
 
 
 
 
 
 
 
 
 
$
4,022

Less: net income attributable to noncontrolling interests from continuing operations and discontinued operations - Tiptree Financial Partners, L.P.
 
 
 
 
 
 
 
 
 
 
2,245

Less: net (loss) attributable to noncontrolling interests from continuing operations and discontinued operations - Other
 
 
 
 
 
 
 
 
 
 
(262
)
Net income available to common stockholders
 
 
 
 
 
 
 
 
 
 
$
2,039


Note:
(1) The revenues and expenses associated with PFG are reported in Discontinued Operations. There is no activity reported in the second quarter of 2014 for this segment as Tiptree acquired Fortegra on December 4, 2014.





Page 8



Tiptree Financial Inc.
Segment Statement of Operations
(Unaudited, in thousands)
 
Six months ended June 30, 2015
 
Insurance and insurance services(1)
 
Specialty finance
 
Real estate
 
Asset management
 
Corporate and other
 
Totals
Net realized and unrealized gains (losses) on investments
$

 
$
307

 
$
(116
)
 
$

 
$
31

 
$
222

Net realized and unrealized gains on mortgage pipeline and associated hedging instruments

 
719

 

 

 

 
719

Interest income
1,399

 
3,175

 
44

 

 
545

 
5,163

Service and administrative fees
47,472

 

 

 

 

 
47,472

Ceding commissions
20,085

 

 

 

 

 
20,085

Earned premiums, net
77,060

 

 

 

 

 
77,060

Gain on sale of loans held for sale, net

 
6,598

 

 

 

 
6,598

Loan fee income

 
3,281

 

 

 

 
3,281

Rental revenue

 
24

 
20,536

 

 

 
20,560

Other income
4,884

 
131

 
1,310

 
101

 
(397
)
 
6,029

Total revenue
150,900

 
14,235

 
21,774

 
101

 
179

 
187,189

 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
3,514

 
1,345

 
3,140

 

 
3,324

 
11,323

Payroll and employee commissions
20,083

 
8,244

 
8,052

 
812

 
6,579

 
43,770

Commission expense
40,455

 

 

 

 

 
40,455

Member benefit claims
15,819

 

 

 

 

 
15,819

Net losses and loss adjustment expenses
25,376

 

 

 

 

 
25,376

Depreciation and amortization expenses
19,212

 
246

 
7,333

 

 
32

 
26,823

Other expenses
16,115

 
3,397

 
9,399

 
337

 
4,473

 
33,721

Total expense
140,574

 
13,232

 
27,924

 
1,149

 
14,408

 
197,287

Net income attributable to consolidated CLOs

 

 

 
5,573

 
(2,915
)
 
2,658

Pre-tax income (loss)
$
10,326

 
$
1,003

 
$
(6,150
)
 
$
4,525

 
$
(17,144
)
 
$
(7,440
)
Less: Provision (benefit) for income taxes
 
 
 
 
 
 
 
 
 
 
(1,867
)
Discontinued operations
 
 
 
 
 
 
 
 
 
 
23,348

Net income before non-controlling interests
 
 
 
 
 
 
 
 
 
 
$
17,775

Less: net income attributable to noncontrolling interests from continuing operations and discontinued operations - Tiptree Financial Partners, L.P.
 
 
 
 
 
 
 
 
 
 
3,875

Less: net (loss) attributable to noncontrolling interests from continuing operations and discontinued operations - Other
 
 
 
 
 
 
 
 
 
 
(83
)
Net income available to common stockholders
 
 
 
 
 
 
 
 
 
 
$
13,983

Segment Assets as of June 30, 2015
 
 
 
 
 
 
 
 
 
 
 
Segment assets
$
840,262

 
$
123,636

 
$
240,247

 
$
2,782

 
$
282,186

 
$
1,489,113

Assets of consolidated CLOs
 
 
 
 
 
 
 
 
 
 
1,883,030

Assets held for sale
 
 
 
 
 
 
 
 
 
 

Total assets
 
 
 
 
 
 
 
 
 
 
$
3,372,143

Note:
(1) The revenues and expenses associated with PFG are reported in Discontinued Operations.

Page 9



Tiptree Financial Inc.
Segment Statement of Operations
(Unaudited, in thousands)
 
Six months ended June 30, 2014
 
Insurance and insurance services(1)
 
Specialty finance
 
Real estate
 
Asset management
 
Corporate and other
 
Totals
Net realized and unrealized gains (losses) on investments
$

 
$
115

 
$
(724
)
 
$

 
$
1,484

 
$
875

Net realized and unrealized gains on mortgage pipeline and associated hedging instruments

 
190

 

 

 

 
190

Interest income

 
1,220

 
1,365

 

 
4,591

 
7,176

Gain on sale of loans held for sale, net

 
2,734

 

 

 

 
2,734

Loan fee income

 
1,409

 

 

 

 
1,409

Rental revenue

 
17

 
8,822

 

 

 
8,839

Other income

 
92

 
386

 
158

 
(1,353
)
 
(717
)
Total revenue

 
5,777

 
9,849

 
158

 
4,722

 
20,506

 
 
 
 
 
 
 
 
 
 
 
 
Interest expense

 
455

 
1,956

 

 
3,046

 
5,457

Payroll and employee commissions

 
4,392

 
3,514

 
1,030

 
4,076

 
13,012

Depreciation and amortization expenses

 
237

 
3,093

 

 

 
3,330

Other expenses

 
1,972

 
2,801

 
363

 
2,869

 
8,005

Total expense

 
7,056

 
11,364

 
1,393

 
9,991

 
29,804

Net intersegment revenue/(expense)

 
(188
)
 

 

 
188

 

Net income attributable to consolidated CLOs

 

 

 
6,131

 
5,583

 
11,714

Pre-tax income (loss)
$

 
$
(1,467
)
 
$
(1,515
)
 
$
4,896

 
$
502


$
2,416

Less: Provision for income taxes


 


 


 


 


 
(1,732
)
Discontinued operations


 


 


 


 


 
3,476

Net income before non-controlling interests


 


 


 


 


 
$
7,624

Less: net (loss) attributable to noncontrolling interests from continuing operations and discontinued operations - Tiptree Financial Partners, L.P.
 
 
 
 
 
 
 
 
 
 
4,551

Less: net income attributable to noncontrolling interests from continuing operations and discontinued operations - Other


 


 


 


 


 
(592
)
Net income available to common stockholders
 
 
 
 
 
 
 
 
 
 
$
3,665

 
 
 
 
 
 
 
 
 
 
 
 
Segment Assets as of December 31, 2014
 
 
 
 
 
 
 
 
 
 
 
Segment assets
$
767,914

 
$
79,075

 
$
179,822

 
$
2,871

 
$
65,570

 
$
1,095,252

Assets of consolidated CLOs
 
 
 
 
 
 
 
 
 
 
1,978,094

Assets held for sale
 
 
 
 
 
 
 
 
 
 
5,129,745

Total assets
 
 
 
 
 
 
 
 
 
 
$
8,203,091


Note:
(1) The revenues and expenses associated with PFG are reported in Discontinued Operations. There is no activity reported in the first half of 2014 for this segment as Tiptree acquired Fortegra on December 4, 2014.



Page 10



Tiptree Financial Inc.
Non-GAAP Financial Measures
(Unaudited, in thousands)

Non-GAAP Financial Measures - EBITDA and Adjusted EBITDA
In addition to the results of operations presented in accordance with GAAP, management uses EBITDA and Adjusted EBITDA on a consolidated basis and for each segment, which are non-GAAP financial measures. We believe that consolidated EBITDA and Adjusted EBITDA provide supplemental information useful to investors as it is frequently used by the financial community to analyze performance period to period, to analyze a company’s ability to service its debt and to facilitate comparison among companies. We believe segment EBITDA and Adjusted EBITDA provides additional supplemental information to compare results among our segments. EBITDA and Adjusted EBITDA are not a measurement of financial performance or liquidity under GAAP; therefore, EBITDA and Adjusted EBITDA should not be considered as an alternative or substitute for GAAP. Our presentation of EBITDA and Adjusted EBITDA may differ from similarly titled non-GAAP financial measures used by other companies. We define EBITDA as GAAP net income of the Company adjusted to add consolidated interest expense, consolidated income taxes and consolidated depreciation and amortization expense as presented in our financial statements and Adjusted EBITDA as EBITDA adjusted to (i) subtract interest expense on asset-specific debt incurred in the ordinary course of our subsidiaries’ business operations, (ii) adjust for the effect of purchase accounting, (iii) add significant acquisition related costs and (iv) adjust for significant relocation costs.
Reconciliation from the Company’s GAAP net income to
Non-GAAP financial measures - EBITDA and Adjusted EBITDA
(Unaudited)
(in thousands)
Three months ended June 30,
 
Six months ended June 30,
 
Year ended December 31,
 
2015
 
2014
 
2015
 
2014
 
2014
Net income (loss) available to Class A common stockholders
$
14,962

 
$
2,039

 
$
13,983

 
$
3,665

 
$
(1,710
)
Add: net income attributable to noncontrolling interests - Tiptree Financial Partners, L.P.
4,735

 
2,245

 
3,875

 
4,551

 
6,791

Add: net income (loss) attributable to noncontrolling interests - Other
97

 
(262
)
 
(83
)
 
(592
)
 
(497
)
Less: net income from discontinued operations
21,003

 
2,186

 
23,348

 
3,476

 
(7,937
)
Income (loss) from Continuing Operations of the Company
$
(1,209
)
 
$
1,836

 
$
(5,573
)
 
$
4,148


$
(3,353
)
Consolidated interest expense
6,194

 
2,643

 
11,323

 
5,457

 
12,541

Consolidated income taxes
(371
)
 
(1,080
)
 
(1,867
)
 
(1,732
)
 
4,141

Consolidated depreciation and amortization expense
11,359

 
1,662

 
26,823

 
3,330

 
11,945

EBITDA for Continuing Operations
$
15,973

 
$
5,061

 
$
30,706

 
$
11,203


$
25,274

Consolidated non-corporate and non-acquisition related interest expense(1)
(2,663
)
 
(1,289
)
 
(4,441
)
 
(2,938
)
 
(7,236
)
Effects of Purchase Accounting related to the Fortegra acquisition(2)
(6,118
)
 

 
(15,601
)
 

 
(4,168
)
Significant acquisition related costs(3)

 

 
1,349

 

 
6,121

Subtotal Adjusted EBITDA for Continuing Operations of the Company
$
7,192

 
$
3,772

 
$
12,013

 
$
8,265

 
$
19,991


 
 
 
 
 
 
 
 
 
Income from Discontinued Operations of the Company(4)
$
21,003

 
$
2,186

 
$
23,348

 
$
3,476

 
$
7,937

Consolidated interest expense
2,572

 
2,896

 
5,226

 
5,810

 
11,475

Consolidated income taxes
1,054

 
1,577

 
3,796

 
2,658

 
5,525

Consolidated depreciation and amortization expense
404

 
937

 
862

 
1,740

 
4,379

EBITDA for Discontinued Operations
$
25,033

 
$
7,596

 
$
33,232

 
$
13,684


$
29,316

Significant relocation costs(5)

 

 

 

 
5,477

Subtotal Adjusted EBITDA for Discontinued Operations of the Company
$
25,033

 
$
7,596

 
$
33,232

 
$
13,684


$
34,793


 
 
 
 
 
 
 
 
 
Total Adjusted EBITDA of the Company
$
32,225

 
$
11,368

 
$
45,245

 
$
21,949


$
54,784



Page 11



Notes:
(1)
The consolidated non-corporate and non-acquisition related interest expense subtracted from Adjusted EBITDA includes interest expense associated with asset-specific debt at subsidiaries in the Specialty Finance, Real Estate and Corporate and Other segments. For the quarter ended June 30, 2015, interest expense for the asset-specific debt was $834 thousand for Specialty Finance, $1.7 million for Real Estate and $83 thousand for Corporate and Other, totaling $2.7 million. For the quarter ended June 30, 2014, interest expense for the asset-specific debt was $311 thousand for Specialty Finance and $1 million for Real Estate totaling $1.3 million. For the six months ended June 30, 2015, interest expense for the asset-specific debt was $1.3 million for Specialty Finance, $3 million for Real Estate and $83 thousand for Corporate and other, totaling $4.4 million. For the six months ended June 30, 2014, interest expense for the asset-specific debt was $455 thousand for Specialty Finance, $2 million for Real Estate, and $527 thousand for Corporate and Other segments, totaling $2.9 million.
(2)
Tiptree’s purchase of Fortegra resulted in a number of purchase accounting adjustments being made as of the date of acquisition, which included setting deferred cost assets to a fair value of zero, modifying deferred revenue liabilities to their respective fair values, and recording a substantial intangible asset representing the value of the acquired insurance policies and contracts. Following the purchase accounting adjustments, for the quarter ended June 30, 2015, expenses associated with deferred costs were more favorably stated by $7.9 million and current period income associated with deferred revenues were less favorably stated by $1.8 million. For the six months ended June 30, 2015, expenses associated with deferred costs were more favorably stated by $20.3 million and current period income associated with deferred revenues were less favorably stated by $4.7 million.Thus, the purchase accounting effect increased EBITDA by $6.1 million and $15.6 million in the quarter ended June 30, 2015 and the six months ended June 30, 2015, respectively, above what the historical basis of accounting would have generated. The impact of purchase accounting has been reversed to reflect an adjusted EBITDA without the purchase accounting effect.
(3)
Significant acquisition related costs in connection with Care’s acquisition of the Royal Portfolio and Greenfield II Portfolio properties included taxes of $504 thousand, legal costs of $414 thousand and $431 thousand of other property acquisition expenses.
(4)
See Note 5—Dispositions, Asset Held for Sale and Discontinued Operations, in the accompanying consolidated financial statements contained in Tiptree Financial’s form 10-Q for the quarter ended June 30, 2015, for further discussion of discontinued operations.
(5)
Significant relocation costs for discontinued operations included expenses incurred in connection with the move of PFAS’s physical location from New Jersey to Philadelphia for the year ended December 31, 2014.
Segment EBITDA and ADJUSTED EBITDA - Three months ended June 30, 2015 and June 30, 2014 (Unaudited)
($ in thousands)
Segment EBITDA and ADJUSTED EBITDA - Three months ended June 30, 2015 and June 30, 2014
 
Insurance and insurance services
 
Specialty finance
 
Real estate
 
Asset management
 
Corporate and other
 
Totals
 
Three months ended June 30,
 
Three months ended June 30,
 
Three months ended June 30,
 
Three months ended June 30,
 
Three months ended June 30,
 
Three months ended June 30,
 
2015
 
2015
2014
 
2015
2014
 
2015
2014
 
2015
2014
 
2015
2014
Pre tax income/(loss)
$
6,300

 
$
568

$
(731
)
 
$
(1,969
)
$
(751
)
 
$
2,351

$
2,577

 
$
(8,830
)
$
(339
)
 
$
(1,580
)
$
756

Add back:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
1,775

 
834

311

 
1,810

978

 


 
1,775

1,354

 
6,194

2,643

Depreciation and amortization expenses
7,258

 
124

127

 
3,945

1,535

 


 
32


 
11,359

1,662

Segment EBITDA
$
15,333

 
$
1,526

$
(293
)
 
$
3,786

$
1,762

 
$
2,351

$
2,577

 
$
(7,023
)
$
1,015

 
$
15,973

$
5,061

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset-specific debt interest

 
(834
)
(311
)
 
(1,746
)
(978
)
 


 
(83
)

 
(2,663
)
(1,289
)
Fortegra purchase accounting
(6,118
)
 


 


 


 


 
(6,118
)

Segment Adjusted EBITDA
$
9,215

 
$
692

$
(604
)
 
$
2,040

$
784

 
$
2,351

$
2,577

 
$
(7,106
)
$
1,015

 
$
7,192

$
3,772



Page 12



Segment EBITDA and ADJUSTED EBITDA - Six months ended June 30, 2015 and June 30, 2014 (Unaudited)
($ in thousands)
Segment EBITDA and ADJUSTED EBITDA - Six months ended June 30, 2015 and June 30, 2014
 
Insurance and insurance services
 
Specialty finance
 
Real estate
 
Asset management
 
Corporate and other
 
Totals
 
Six months ended June 30,
 
Six months ended June 30,
 
Six months ended June 30,
 
Six months ended June 30,
 
Six months ended June 30,
 
Six months ended June 30,
 
2015
 
2015
2014
 
2015
2014
 
2015
2014
 
2015
2014
 
2015
2014
Pre tax income/(loss)
$
10,326

 
$
1,003

$
(1,467
)
 
$
(6,150
)
$
(1,515
)
 
$
4,525

$
4,896

 
$
(17,144
)
$
502

 
$
(7,440
)
$
2,416

Add back:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
3,514

 
1,345

455

 
3,140

1,956

 


 
3,324

3,046

 
11,323

5,457

Depreciation and amortization expenses
19,212

 
246

237

 
7,333

3,093

 


 
32


 
26,823

3,330

Segment EBITDA
$
33,052

 
$
2,594

$
(775
)
 
$
4,323

$
3,534

 
$
4,525

$
4,896

 
$
(13,788
)
$
3,548

 
$
30,706

$
11,203

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EBITDA adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Asset-specific debt interest

 
(1,345
)
(455
)
 
(3,013
)
(1,956
)
 


 
(83
)
(527
)
 
(4,441
)
(2,938
)
Fortegra purchase accounting
(15,601
)
 


 


 


 


 
(15,601
)

Significant acquisition expenses

 


 
1,349


 


 


 
1,349


Segment Adjusted EBITDA
$
17,451

 
$
1,249

$
(1,230
)
 
$
2,659

$
1,578

 
$
4,525

$
4,896

 
$
(13,871
)
$
3,021

 
$
12,013

$
8,265



Page 13



Tiptree Financial Inc. and the Company
Book Value Per Share
(Unaudited, in thousands, except per share amounts)

Tiptree Financial’s book value per share was $9.34 as of June 30, 2015 compared with $8.94 as of December 31, 2014. Total stockholders' equity for the Company was $395.3 million as of June 30, 2015, which comprised total stockholders' equity of $405.3 million adjusted for $15.7 million attributable to non-controlling interest at subsidiaries that are not wholly owned by the Company, such as Siena, Luxury and Care, and net liabilities of $5.7 million wholly owned by Tiptree Financial Inc. Total stockholders' equity for the Company was $381.3 million as of December 31, 2014, which comprised total stockholders' equity of $401.7 million adjusted for $27.1 million attributable to non-controlling interest at subsidiaries that are not wholly owned by the Company and net liabilities of $6.7 million wholly owned by Tiptree Financial Inc. Additionally, the Company’s book value per share is based upon Class A common shares outstanding, plus Class A common stock issuable upon exchange of partnership units of TFP. The total shares as of June 30, 2015 and December 31, 2014 were 41.5 million and 41.6 million, respectively.

Tiptree Financial’s Class A book value per common share and the Company’s book value per share are presented below.
Book value per share - Tiptree Financial (in thousands, except per share data)
 
 
June 30, 2015
 
December 31, 2014
Total stockholders’ equity of Tiptree Financial
 
$
296,724

 
$
284,462

Class A common stock outstanding
 
31,764

 
31,830

Class A book value per common share(1)
 
$
9.34

 
$
8.94

 
 
 
 
 
Book value per share - the Company
 
 
 
 
Total stockholders’ equity of the Company
 
$
395,340

 
$
381,300

 
 
 
 
 
Class A common stock outstanding
 
31,764

 
31,830

Class A common stock issuable upon exchange of partnership units of TFP
 
9,767

 
9,770

Total shares
 
41,531

 
41,600

 
 
 
 
 
Company book value per share
 
$
9.52

 
$
9.17

 
 
 
 
 
Notes:
 
 
 
 
(1) See Note 24Earnings per Share, in the Form 10-Q for the quarter ended June 30, 2015, for further discussion of potential dilution from warrants.













Page 14