What changed in this filing

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Item 9A. Controls and Procedures

2022-03-14 compared with 2021-03-11 · 48 added, 32 removed, 238 unchanged (25% of the section changed)

3 unchanged sentences

Based upon that evaluation, the Company’s Executive Chairman, Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2021.

For the year ended December 31, 2020, the Company’s management excluded the Smart AutoCare business acquired on January 3, 2020 (within the Insurance segment) from its evaluation of internal control over financial reporting.

The total revenues and total assets for Smart AutoCare for the period January 3, 2020 through December 31, 2020 and as of December 31, 2020, were approximately $70 million and $349 million, respectively, which represent 9% and 12% of the Company’s total consolidated revenues and total consolidated assets for this period, respectively.

The Company is committed to maintaining a strong internal control environment which is accompanied by management’s ongoing focus on processes and related controls to achieve accurate and reliable financial reporting.

16 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance

15 unchanged sentences

Index to Financial Statements:

Consolidated Balance Sheet as of December 31, 20 20 and 201 9

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019

6 unchanged sentences

The financial statements of Invesque Inc.

required by Rule 3-09 of Regulation S-X will be provided as Exhibits 99.1 and 99.2 to this report.

required by Rule 3-09 of Regulation S-X will be provided as Exhibit 99.1 to this report.

All other financial statements and financial statement schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instruction, are not material or are not applicable and, therefore, have been omitted.

(a)(3) Exhibits

2.1 Agreement and Plan of Merger, dated April 9, 2018, by and among Tiptree Financial Partners, L.P.

and Tiptree Inc.

(previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-33549), filed on April 10, 2018 and herein incorporated by reference).

3.1 Fifth Articles of Amendment and Restatement of the Registrant, effective June 6, 2018 (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.

18 unchanged sentences

001-33549), filed on March 14, 2018 and herein incorporated by reference).

10.5 Form of Non-Qualified Stock Option Agreement under the Registrant’s 2017 Omnibus Incentive Plan (for 2020 and beyond) (previously filed as Exhibit 10.

5 to the Registrant ’ s Annual Report on Form 10-K ( File No.

0 01-33549) , filed on March 12, 2020 and herein incorporated by referen ce) .**

10.6 Form of Restricted Stock Unit Agreement under the Registrant’s 2017 Omnibus Incentive Plan (for 2020 and beyond) (annual vesting) (previously filed as Exhibit 10.

6 to the Registrant’s Annual Report on Form 10-K (File No.

10.5 Form of Non-Qualified Stock Option Agreement under the Registrant’s 2017 Omnibus Incentive Plan (for 2020 and beyond) (previously filed as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No.

001-33549), filed on March 12, 2020 and herein incorporated by reference) .**

10.7 Form of Restricted Stock Unit Agreement under the Registrant’s 2017 Omnibus Incentive Plan (for 2020 and beyond) (cliff vesting) (previously filed as Exhibit 10.

7 to the Registrant’s Annual Report on Form 10-K (File No.

10.6 Form of Restricted Stock Unit Agreement under the Registrant’s 2017 Omnibus Incentive Plan (for 2020 and beyond) (annual vesting) (previously filed as Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K (File No.

001-33549), filed on March 12, 2020 and herein incorporated by reference) .**

10.7 Form of Restricted Stock Unit Agreement under the Registrant’s 2017 Omnibus Incentive Plan (for 2020 and beyond) (cliff vesting) (previously filed as Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K (File No.

001-33549), filed on March 12, 2020 and herein incorporated by reference) .**

10.8 Form of Performance Restricted Stock Unit Agreement (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-33549), filed on August 4, 2021 and herein incorporated by reference).

10.9 Form of Indemnification Agreement (previously filed as Exhibit 10.9 to the Registrant’s Registration Statement on Form S-11, as amended (File No.

13 unchanged sentences

001-33549), filed on December 17, 2019 and herein incorporated by reference).

10.15 First Amendment to the Equity Interest Purchase Agreement, effective November 3, 2021, by and among Fortegra Warranty Holdings, LLC and Peter Masi (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-33549) filed on November 3, 2021 and herein incorporated by reference).

10.16 Amendment to Partner Emeritus Agreement, effective January 1, 2022, by and between Tiptree Inc.

1 unchanged sentence

001-33549), filed on January 3, 2022 and herein incorporated by reference).

10.17 Securities Purchase Agreement between and among Tiptree Inc., The Fortegra Group, Inc.

and WP Falcon Aggregator, L.P.

dated October 11, 2021 (previously filed as Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K (File No.

001-33549) filed on October 12 , 2021 and herein incorporated by reference).

10.18 Form of Warrant to Purchase Common Stock (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on October 12 , 2021 and herein incorporated by reference).

10.19 Form of Investor Additional Warrants to Purchase Common Stock (previously filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on October 12 , 2021 and herein incorporated by reference).

10.20 Form of Tiptree Additional Warrants to Purchase Common Stock (previously filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on October 12 , 2021 and herein incorporated by reference).

10.21 Form of Certificate of Designation of Series A Preferred Stock (previously filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on October 12 , 2021 and herein incorporated by reference).

10.22 Form of Stockholders Agreement between and among Tiptree Holdings LLC, The Fortegra Group Inc.

and WP Falcon Aggregator, L.P.

(previously filed as Exhibit 10.6 to Form 8-K (File No.

001-33549) filed on the Registrant’s Current Report on October 12 , 2021 and herein incorporated by reference).

10.23 Form of Registration Rights Agreement between and among Tiptree Holdings LLC , The Fortegra Group Inc., WP Falcon Aggregator, L.P.

and the other holders set forth therein (previously filed as Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on October 12 , 2021 and herein incorporated by reference).

10.24 Investment Advisory Agreement by and among Tiptree Inc., The Fortegra Group, LLC and subsidiaries and Corvid Peak Capital Management, LLC effective as of May 3, 2021 and July 1, 2021 (previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-33549) filed on August 4, 2021 and herein incorporated by reference).

10.25 Executive Employment Agreement by and among Tiptree Inc.

and Randy Maultsby, dated as of July 14, 2021 (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-33549), filed on July 14, 2021 and herein incorporated by reference).

21.1 Subsidiaries of the Registrant (filed herewith).

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(filed herewith).

23.3 Consent of KPMG LLP, Independent Auditors of Invesque Inc.

(filed herewith).

31.1 Certification of Executive Chairman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

7 unchanged sentences

99.2 Consolidated Financial Statements of Invesque Inc.

as at December 31, 2018 and 2017 (previously filed as Exhibit 99.2 to the Registrant’s Annual Report on Form 10-K (File No.

001-33549), filed on March 12, 2020 and herein incorporated by reference).

as at December 31, 2020 and 2019 (filed herewith).

101.INS XBRL Instance Document*

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Executive Chairman and Director March 11, 2022

President and Director March 11, 2022

Director March 11, 2022

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PARENT COMPANY ONLY CONDENSED STATEMENTS OF INCOME

(All amounts in thousands) Year Ended December 31,

(All amounts in thousands) For the Year Ended December 31,

2021 2020 2019

Interest income $ 259 $ 223 $ —

$ 223 $ — $ 137

Other revenue 67 232 —

13 unchanged sentences

provision (benefit) for income taxes ( 4,715 ) ( 25,620 ) —

Net income (loss) ( 29,158 ) 18,361 ( 13,275 )

Discontinued operations:

Income from discontinued operations, net of tax and non-controlling interest — — 414

Gain on sale of discontinued operations, net of tax and non-controlling interest — — 36,794

Discontinued operations, net of tax and non-controlling interest — — 37,208

Net income (loss) attributable to Tiptree Inc.

common stockholders $ 38,132 $ ( 29,158 ) $ 18,361

(1) E liminated in consolidation for the period ending December 31, 2018 only.

(1) E liminated in consolidation.

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PARENT COMPANY ONLY CONDENSED STATEMENTS OF CASH FLOWS

(All amounts in thousands) Year Ended December 31,

(All amounts in thousands) For the Year Ended December 31,

2021 2020 2019

11 unchanged sentences

Changes in operating assets and liabilities

Changes in other operating assets and liabilities 1,264 ( 583 ) 4,772

Net changes in other operating assets and liabilities 5,412 1,264 ( 583 )

Net cash provided by (used in) operating activities ( 18,920 ) ( 13,105 ) ( 586 )

Investing Activities:

Proceeds from the sale of businesses 125 — —

Proceeds from notes receivable 169 — —

Issuance of notes receivable ( 432 ) — —

Asset acquisitions due to merger with Operating Co.

6 unchanged sentences

Subsidiary RSU exchanges ( 1,458 ) ( 2,034 ) —

Vesting of share-based incentive compensation ( 362 ) — —

Cash paid in connection with the vesting of units ( 445 ) ( 362 ) —

Net cash provided by (used in) financing activities 20,802 13,242 —

15 unchanged sentences

As a result of these restrictions, these condensed financial statements of the Registrant have been prepared in accordance with Rule 12-04 of Regulation S-X, as restricted net assets of the Company's subsidiaries (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the Company's consolidated net assets as of December 31, 2021.

For the periods ending December 31, 2019 and 2018, the Company was a holding company without any operations of its own.

For the period ending December 31, 2019, the Company was a holding company without any operations of its own.

On July 17, 2020, Operating Company merged into Tiptree, with Tiptree as the surviving entity (the Reorganization).

In connection with the Reorganization, Operating Company contributed substantially all of its assets to Caroline Holdings LLC, a wholly owned subsidiary of Operating Company, which was renamed Tiptree Holdings LLC.

Prior to the Reorganization, the Company was allocated itemized expenses of $ 2,000 related to operating as a public company from Operating Company for the six months ended June 30, 2020.

Prior to the Reorganization, the Company was

allocated itemized expenses of $ 2,000 related to operating as a public company from Operating Company for the six months ended June 30, 2020.

These condensed financial statements have been prepared on a "parent-only" basis.

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures