Maryland | 001-33549 | 38-3754322 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
299 Park Avenue, 13th Floor New York, New York | 10171 | |
(Address of Principal Executive Offices) | (Zip Code) | |
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 |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition. |
Item 7.01 | Regulation FD Disclosure. |
Item 9.01 | Financial Statements and Exhibits. |
TIPTREE INC. | |||
Date: | May 7, 2020 | By: | /s/ Jonathan Ilany |
Name: Jonathan Ilany | |||
Title: Chief Executive Officer | |||

• | Revenues of $129.7 million, a decrease of $54.2 million or 29.5% from the prior year period, primarily driven by net unrealized losses of $83.9 million on investments impacted by market disruptions in Q1 2020. |
• | Excluding net unrealized losses, revenues were up 18.7% and Operating EBITDA(1) of $15.8 million increased 25.4% from the prior year period, primarily driven by improved performance in Tiptree Insurance. |
• | Book value per share of $9.73 as of March 31, 2020, a decrease of 15.2% (including dividends), driven by the unrealized mark-to-market losses on our investment in Invesque and other securities in our insurance investment portfolio. |
• | Declared a dividend of $0.04 per share to stockholders of record on May 18, 2020 with a payment date of May 25, 2020. |
($ in millions, except per share information) | Three Months Ended March 31, | ||||||
GAAP: | 2020 | 2019 | |||||
Total revenues | $ | 129.7 | $ | 183.9 | |||
Net income (loss) attributable to common stockholders | $ | (60.0 | ) | $ | 3.9 | ||
Diluted earnings per share | $ | (1.74 | ) | $ | 0.11 | ||
Cash dividends paid per common share | $ | 0.040 | $ | — | |||
Non-GAAP: (1) | |||||||
Operating EBITDA | $ | 15.8 | $ | 12.6 | |||
Adjusted EBITDA | $ | (70.9 | ) | $ | 14.6 | ||
Book value per share | $ | 9.73 | $ | 11.12 | |||
• | Book value per share of $9.73 as of March 31, 2020, a decrease of 15.2% (including dividends), driven by the unrealized mark-to-market losses on our investment in Invesque and other securities in our insurance investment portfolio. |
• | In February 2020, we refinanced our existing facility with Fortress, extending the maturity to February 2025, and increasing the principal amount to $125 million. |
• | Cash and cash equivalents of $108.8 million as of March 31, 2020, of which $84.0 million resides outside our statutory insurance subsidiaries. |
• | We purchased and retired 583,131 shares of our common stock for $3.9 million. |
• | Gross written premiums were $276.8 million, up 39.5% from the prior year period, driven by growth in all product lines. Net written premiums were $132.5 million, up 9.5%, driven by growth in warranty and specialty programs. |
• | Pre-tax loss in Tiptree Insurance was $27.1 million, driven primarily by unrealized mark-to-market losses of $33.6 million on equities, loans, and other securities held at fair value, as the markets reflected concerns over the impact of the shut-down of the economy caused by social distancing and other mitigation efforts as a result of COVID-19. |
• | Tiptree Insurance Operating EBITDA was $14.3 million, up $0.6 million, reflecting the growth in premiums above. |
• | In January 2020, we acquired Smart AutoCare, a vehicle warranty solutions provider in the United States. The transaction valued the business at $160 million of enterprise value, representing a multiple of 8.3x modified cash EBITDA. |
• | The pretax loss in Tiptree Capital was $46.3 million, primarily driven by the unrealized mark-to-market loss of $48.5 million on our investment in Invesque. Operating EBITDA grew year over year, driven by the inclusion of a full quarter of operations for all five vessels in our maritime transportation business. |
• | In April 2020, Invesque announced they were suspending their dividend to conserve liquidity until the impact of COVID-19 on their occupancy and operations is better known. |
($ in millions) | Three Months Ended March 31, | ||||||
2020 | 2019 | ||||||
Net realized and unrealized gains (losses)(1) | $ | (25.2 | ) | $ | 1.5 | ||
Net realized and unrealized gains (losses) - Invesque | $ | (58.7 | ) | $ | 2.5 | ||
($ in millions) | Three Months Ended March 31, | ||||||
2020 | 2019 | ||||||
Tiptree Insurance | $ | (27.1 | ) | $ | 8.1 | ||
Tiptree Capital | (46.3 | ) | 5.9 | ||||
Corporate | (8.4 | ) | (8.9 | ) | |||
Pre-tax income (loss) | $ | (81.8 | ) | $ | 5.1 | ||
($ in millions) | Three Months Ended March 31, | ||||||
2020 | 2019 | ||||||
Tiptree Insurance | $ | 14.3 | $ | 13.7 | |||
Tiptree Capital | 6.1 | 4.7 | |||||
Corporate | (4.6 | ) | (5.8 | ) | |||
Operating EBITDA (1) | $ | 15.8 | $ | 12.6 | |||
(1) | For further information relating to the Company’s Operating EBITDA, including a reconciliation to pre-tax income, see “—Non-GAAP Reconciliations.” |
As of | |||||||
March 31, 2020 | December 31, 2019 | ||||||
Assets: | |||||||
Investments: | |||||||
Available for sale securities, at fair value, net of allowance for credit losses | $ | 333,703 | $ | 335,192 | |||
Loans, at fair value | 79,177 | 108,894 | |||||
Equity securities | 129,022 | 155,378 | |||||
Other investments | 182,877 | 137,472 | |||||
Total investments | 724,779 | 736,936 | |||||
Cash and cash equivalents | 108,785 | 133,117 | |||||
Restricted cash | 45,416 | 11,473 | |||||
Notes and accounts receivable, net | 322,793 | 286,968 | |||||
Reinsurance receivables | 581,717 | 539,833 | |||||
Deferred acquisition costs | 176,821 | 166,493 | |||||
Goodwill | 163,623 | 99,147 | |||||
Intangible assets, net | 139,429 | 47,974 | |||||
Other assets | 74,346 | 68,510 | |||||
Assets held for sale | 84,963 | 107,835 | |||||
Total assets | $ | 2,422,672 | $ | 2,198,286 | |||
Liabilities and Stockholders’ Equity | |||||||
Liabilities: | |||||||
Debt, net | $ | 433,136 | $ | 374,454 | |||
Unearned premiums | 728,519 | 754,993 | |||||
Policy liabilities and unpaid claims | 195,464 | 144,384 | |||||
Deferred revenue | 304,622 | 94,601 | |||||
Reinsurance payable | 147,513 | 143,869 | |||||
Other liabilities and accrued expenses | 189,174 | 172,140 | |||||
Liabilities held for sale | 79,908 | 102,430 | |||||
Total liabilities | $ | 2,078,336 | $ | 1,786,871 | |||
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, 34,302,131 and 34,562,553 shares issued and outstanding, respectively | 34 | 35 | |||||
Additional paid-in capital | 323,064 | 326,140 | |||||
Accumulated other comprehensive income (loss), net of tax | 2,030 | 1,698 | |||||
Retained earnings | 8,725 | 70,189 | |||||
Total Tiptree Inc. stockholders’ equity | 333,853 | 398,062 | |||||
Non-controlling interests | 10,483 | 13,353 | |||||
Total stockholders’ equity | 344,336 | 411,415 | |||||
Total liabilities and stockholders’ equity | $ | 2,422,672 | $ | 2,198,286 | |||
Three Months Ended March 31, | |||||||
2020 | 2019 | ||||||
Revenues: | |||||||
Earned premiums, net | $ | 121,321 | $ | 118,973 | |||
Service and administrative fees | 43,724 | 25,895 | |||||
Ceding commissions | 6,525 | 2,504 | |||||
Net investment income | 3,488 | 4,301 | |||||
Net realized and unrealized gains (losses) | (62,441 | ) | 20,111 | ||||
Other revenue | 17,054 | 12,119 | |||||
Total revenues | 129,671 | 183,903 | |||||
Expenses: | |||||||
Policy and contract benefits | 60,876 | 40,841 | |||||
Commission expense | 70,401 | 74,903 | |||||
Employee compensation and benefits | 38,501 | 29,153 | |||||
Interest expense | 7,551 | 6,920 | |||||
Depreciation and amortization | 3,863 | 3,094 | |||||
Other expenses | 30,230 | 23,837 | |||||
Total expenses | 211,422 | 178,748 | |||||
Income (loss) before taxes | (81,751 | ) | 5,155 | ||||
Less: provision (benefit) for income taxes | (21,181 | ) | 854 | ||||
Net income (loss) before non-controlling interests | (60,570 | ) | 4,301 | ||||
Less: net income (loss) attributable to non-controlling interests | (563 | ) | 376 | ||||
Net income (loss) attributable to common stockholders | $ | (60,007 | ) | $ | 3,925 | ||
Net income (loss) per common share: | |||||||
Basic earnings per share | $ | (1.74 | ) | $ | 0.11 | ||
Diluted earnings per share | $ | (1.74 | ) | $ | 0.11 | ||
Weighted average number of common shares: | |||||||
Basic | 34,566,330 | 34,673,054 | |||||
Diluted | 34,566,330 | 34,673,054 | |||||
Dividends declared per common share | $ | 0.04 | $ | 0.04 | |||
($ in millions) | Three Months Ended March 31, | ||||||
2020 | 2019 | ||||||
Net income (loss) attributable to common stockholders | $ | (60.0 | ) | $ | 3.9 | ||
Add: net (loss) income attributable to non-controlling interests | (0.6 | ) | 0.4 | ||||
Income (loss) | $ | (60.6 | ) | $ | 4.3 | ||
Corporate debt related interest expense(1) | 5.3 | 5.0 | |||||
Consolidated income tax expense (benefit) | (21.2 | ) | 0.9 | ||||
Depreciation and amortization expense(2) | 3.8 | 3.0 | |||||
Non-cash fair value adjustments(3) | (0.8 | ) | (0.6 | ) | |||
Non-recurring expenses(4) | 2.6 | 2.0 | |||||
Adjusted EBITDA | $ | (70.9 | ) | $ | 14.6 | ||
Add: Stock based compensation expense | 1.7 | 1.4 | |||||
Add: Vessel depreciation, net of capital expenditures | 1.1 | 0.6 | |||||
Less: Realized and unrealized gains (losses)(5) | (83.9 | ) | 4.0 | ||||
Operating EBITDA | $ | 15.8 | $ | 12.6 | |||
(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 in Tiptree Insurance and Tiptree Capital is not added-back for Adjusted EBITDA and Operating EBITDA. |
(2) | Represents total depreciation and amortization expense less purchase accounting amortization related adjustments at our insurance companies. Following the purchase accounting adjustments, current period expenses associated with deferred costs were more favorably stated and current period income associated with deferred revenues were less favorably stated. Thus, the purchase accounting effect related to our insurance companies increased EBITDA above what the historical basis of accounting would have generated. |
(3) | For our maritime transportation operations, depreciation and amortization is deducted as a reduction in the value of the vessel. |
(4) | Acquisition, start-up and disposition costs, including debt extinguishment, legal, taxes, banker fees and other costs. |
(5) | Adjustment excludes Mortgage realized and unrealized gains and losses - Performing and NPLs, as those are recurring in nature and align with those business models. |
Three Months Ended March 31, 2020 | |||||||||||||||
($ in millions) | Tiptree Insurance | Tiptree Capital | Corporate Expenses | Total | |||||||||||
Pre-tax income (loss) | $ | (27.1 | ) | $ | (46.3 | ) | $ | (8.4 | ) | $ | (81.8 | ) | |||
Adjustments: | |||||||||||||||
Corporate debt related interest expense(1) | 3.3 | — | 2.0 | 5.3 | |||||||||||
Depreciation and amortization expense (2) | 2.2 | 1.4 | 0.2 | 3.8 | |||||||||||
Non-cash fair value adjustments(3) | — | (0.8 | ) | — | (0.8 | ) | |||||||||
Non-recurring expenses(4) | 2.2 | — | 0.4 | 2.6 | |||||||||||
Adjusted EBITDA | $ | (19.4 | ) | $ | (45.7 | ) | $ | (5.8 | ) | $ | (70.9 | ) | |||
Add: Stock based compensation expense | 0.3 | 0.2 | 1.2 | 1.7 | |||||||||||
Add: Vessel depreciation, net of capital expenditures | — | 1.1 | — | 1.1 | |||||||||||
Less: Realized and unrealized gains (losses)(5) | (33.4 | ) | (50.5 | ) | — | (83.9 | ) | ||||||||
Operating EBITDA | $ | 14.3 | $ | 6.1 | $ | (4.6 | ) | $ | 15.8 | ||||||
Three Months Ended March 31, 2019 | |||||||||||||||
($ in millions) | Tiptree Insurance | Tiptree Capital | Corporate Expenses | Total | |||||||||||
Pre-tax income (loss) | $ | 8.1 | $ | 5.9 | $ | (8.9 | ) | $ | 5.1 | ||||||
Adjustments: | |||||||||||||||
Corporate debt related interest expense(1) | 3.4 | — | 1.6 | 5.0 | |||||||||||
Depreciation and amortization expense(2) | 2.2 | 0.8 | 0.1 | 3.1 | |||||||||||
Non-cash fair value adjustments(3) | — | (0.6 | ) | — | (0.6 | ) | |||||||||
Non-recurring expenses(4) | 1.3 | — | 0.7 | 2.0 | |||||||||||
Adjusted EBITDA | $ | 15.0 | $ | 6.1 | $ | (6.5 | ) | $ | 14.6 | ||||||
Add: Stock based compensation expense | 0.6 | 0.1 | 0.7 | 1.4 | |||||||||||
Add: Vessel depreciation, net of capital expenditures | — | 0.6 | — | 0.6 | |||||||||||
Less: Realized and unrealized gains (losses)(5) | 1.9 | 2.1 | — | 4.0 | |||||||||||
Operating EBITDA | $ | 13.7 | $ | 4.7 | $ | (5.8 | ) | $ | 12.6 | ||||||
(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 in Tiptree Insurance and Tiptree Capital is not added-back for Adjusted EBITDA and Operating EBITDA. |
(2) | Represents total depreciation and amortization expense less purchase accounting amortization related adjustments at our insurance companies. Following the purchase accounting adjustments, current period expenses associated with deferred costs were more favorably stated and current period income associated with deferred revenues were less favorably stated. Thus, the purchase accounting effect related to our insurance companies increased EBITDA above what the historical basis of accounting would have generated. |
(3) | For our maritime transportation operations, depreciation and amortization is deducted as a reduction in the value of the vessel. |
(4) | Acquisition, start-up and disposition costs, including debt extinguishment, legal, taxes, banker fees and other costs. |
(5) | Adjustment excludes Mortgage realized and unrealized gains and losses - Performing and NPLs, as those are recurring in nature and align with those business models. |
($ in millions, except per share information) | As of March 31, | ||||||
2020 | 2019 | ||||||
Total stockholders’ equity | $ | 344.4 | $ | 394.6 | |||
Less: Non-controlling interests | 10.5 | 11.0 | |||||
Total stockholders’ equity, net of non-controlling interests | $ | 333.9 | $ | 383.6 | |||
Total common shares outstanding | 34.3 | 34.5 | |||||
Book value per share | $ | 9.73 | $ | 11.12 | |||