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With proprietary access and a flexible capital base, we seek to uncover compelling investment opportunities and support management teams in unlocking the full value potential of their businesses.
−Removed: This investment philosophy, executed by our experienced leadership, is our hallmark and has delivered consistent risk-adjusted returns to our shareholders since 2007.
+Added: This investment philosophy, executed by our experienced leadership, is our hallmark and has delivered consistent risk-adjusted returns to our stockholders since 2007.
We categorize our businesses into:
Insurance and Tiptree Capital.
−Removed: Our Insurance segment is a group of companies operating as part of The Fortegra Group (“Fortegra”), which is a leading provider of specialty insurance products and related services.
+Added: Our Insurance segment is a group of companies operating as part of Fortegra, which is a leading provider of specialty insurance products and related services.
Fortegra designs, markets and underwrites specialty commercial and personal property and casualty insurance products incorporating value-added coverages and services for select target markets or niches.
−Removed: We target markets with specialized areas of demand, including smaller niche lines, and by offering innovative policy features.
+Added: We target markets with specialized areas of demand, including niche business lines, and by offering innovative policy features.
We believe this approach allows us to compete by offering customized coverage and solutions, rather than competing solely on price.
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We manage Tiptree Capital with a long-term focus, balancing current cash flow and long-term value appreciation.
−Removed: Today, Tiptree Capital consists primarily of our mortgage origination operations, maritime shipping operations and investments in shares of Invesque.
+Added: Today, Tiptree Capital consists primarily of our mortgage operations, maritime shipping operations and investments in shares of Invesque.
Our Operating Principles
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Invest for Long-term Returns.
−Removed: Our financial goals are to generate consistent and growing earnings and cash flow, and to enhance shareholder value as measured by growth in stock price plus dividends paid.
+Added: Our financial goals are to generate consistent and growing earnings and cash flow, and to enhance stockholder value as measured by growth in stock price plus dividends paid.
We manage Tiptree with a long-term perspective, balancing cash-flowing investments with opportunities for capital appreciation.
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Efficient deployment of capital is our top priority.
−Removed: We aim to find the best use of capital to create long-term value for our shareholders.
+Added: We aim to find the best use of capital to create long-term value for our stockholders.
We hope to achieve this through a combination of investments in our existing businesses, select acquisitions and monetization opportunities, opportunistic share repurchases and paying a consistent dividend.
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Products and Services
−Removed: Provides niche, specialty insurance products distributed through managing general agents (“MGAs”), wholesale agents, retail agents and brokers.
+Added: Provides niche, specialty insurance products distributed through MGAs, wholesale agents, retail agents and brokers.
We offer an array of commercial programs with a particular focus on casualty lines.
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Best rating, and specialized knowledge and expertise to deliver our products.
−Removed: Our commercial lines include a wide array of niche products, including admitted and excess and surplus (“E&S”) lines.
+Added: Our commercial lines include a wide array of niche products, including admitted and E&S lines.
With each program, we grant agents and program managers the authority to produce, underwrite and administer policies subject to our pricing and underwriting guidelines.
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As part of our vertically integrated offering, we provide valuable services to our distribution partners including premium financing, lead generation support, insurance sales, and business process outsourcing.
−Removed: Europe Warranty Solutions:
Provides consumers with protection from certain covered losses on automobiles, mobile devices, consumer electronics, appliances and furniture in the European region.
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(i) we pursue and acquire agents with select books of business that we believe will maintain risk-appropriate rates;
−Removed: (ii) we seek agents with what we believe is distinct underwriting expertise to select specific niches;
+Added: (ii) we seek agents with what we believe is distinct underwriting expertise in select specific niches;
and (iii) we target the lines of business we believe are overlooked by the standard markets.
−Removed: For example, we often target the smaller premium-per-risk lines that we believe are highly profitable, have the potential to grow and are underserved by our competitors.
−Removed: We believe we have a unique ability to source small programs that meet our rate, form and risk threshold through our extensive distribution network and A.I.
+Added: For example, we often target lines that we believe are highly profitable, have the potential to grow and are underserved by our competitors.
+Added: We believe we have a unique ability to source niche programs that meet our rate, form and risk threshold through our extensive distribution network and A.I.
We believe our underwriting expertise, proprietary technology and deep distribution relationships allow us to serve our specialty markets and capture share.
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While low limits and low severity constitute most of our underwritten business, we believe we are agile enough to take advantage of attractive opportunities in challenging market conditions.
−Removed: For the year ended December 31, 2021, Fortegra produced gross written premium and premium equivalents of $2,194 million, an increase from $963 million in 2017, representing a 23% compounded annual growth rate over the past five years.
+Added: For the year ended December 31, 2022, Fortegra produced gross written premium and premium equivalents of $2.68 billion, an increase from $0.96 billion in 2017, representing a 23% compounded annual growth rate.
Track Record of Growth, Profitable Underwriting and Strong Economic Alignment with Our Distribution Network
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We provide many aspects of insurance, including admitted specialty property-casualty products, E&S line offerings, administration, premium finance and other value-added services.
−Removed: We have a scalable and flexible technology infrastructure, together with highly trained and knowledgeable IT personnel and consultants.
+Added: We have a scalable and flexible technology infrastructure, together with highly trained and knowledgeable information technology (“IT”) personnel and consultants.
These resources allow us to launch new insurance and fee for service programs and expand gross written premiums and premium equivalents volume quickly and seamlessly without significant incremental expenses.
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This technology-enhanced platform enables us to automate core business processes, reduce our operating costs, increase our operating efficiency and secure high agent retention.
−Removed: We have maintained a 95% persistency rate with our insurance producing agents over the past five years.
−Removed: Our underwriting expertise, strong distribution relationships and proprietary technology empower us to remain agile and take advantage of attractive opportunities in
−Removed: challenging market conditions.
+Added: We have maintained a greater than 95% persistency rate with our insurance producing agents over the past five years.
+Added: Our underwriting expertise, strong distribution relationships and proprietary technology empower us to remain agile and take advantage of attractive opportunities in challenging market conditions.
Our systems also enable us to provide a high level of service to our distribution partners and customers through technology.
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Fortegra is a data driven, technology enabled insurance platform that uses technology to support the business strategy through:
−Removed: (i) the ability to effectively serve small policies in a cost efficient manner;
+Added: (i) the ability to effectively serve a high volume of policies in a cost efficient manner;
(ii) the ability to generate business leads that fit our risk profile using A.I.;
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Our integrated, proprietary technology efficiently manages the high volume of policies and claims that result from servicing large numbers of small policyholders and contract holders.
−Removed: Our technology is highly automated, scalable and allows us to operate at a
−Removed: We believe this is a significant barrier to entry as many of our competitors have IT systems designed for larger policies, and do not have the ability to service a high volume of small policies in a cost efficient manner.
+Added: Our technology is highly automated, scalable and allows us to operate at a low cost.
+Added: We believe this is a significant barrier to entry as many of our competitors have IT systems that do not have the ability to service a high volume of policies in a cost efficient manner.
Through our A.I.
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A significant portion of our distribution partners of credit and service contract insurance products have captive reinsurance companies to assume the insurance risk on the products they deliver.
−Removed: These captive reinsurance companies are known as PORCs and in most instances each PORC assumes almost all of the underwriting risk associated with the insurance products
−Removed: they deliver.
+Added: These captive reinsurance companies are known as PORCs and in most instances each PORC assumes almost all of the underwriting risk associated with the insurance products they deliver.
When we use PORCs, consistent with applicable laws and insurance regulations, we act in a fronting and administrative capacity on behalf of each PORC, providing underwriting and claims management services.
−Removed: We receive an administration fee that compensates us for our expenses associated with underwriting and servicing the underlying policies.
+Added: We receive an
+Added: administration fee that compensates us for our expenses associated with underwriting and servicing the underlying policies.
Because reinsurance does not relieve us of our primary liability to the policyholder, we generally require cash collateral to secure the reinsurance receivable in the event that a PORC is unable to pay the claims it has assumed.
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We underwrite and administer both admitted and E&S business.
−Removed: We believe underwriting business across multiple industries and geographies creates a conducive environment for targeting profitable programs, supporting agents with highly specialized skillsets and focusing on overlooked business lines.
+Added: We believe underwriting business across multiple industries and geographies creates a conducive environment for targeting profitable programs, supporting agents with highly specialized skill sets and focusing on overlooked business lines.
Our approach facilitates participation in niche markets when the rate environment presents actionable opportunities.
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We also believe our market position, capabilities and reputation will make us a preferred acquisition partner for smaller competitors that may choose to exit the market or desire a partner with more resources.
−Removed: Our personal lines gross written premiums grew to $781.8 million in the year ended December 31, 2021, compared to $593.9 million in the year ended December 31, 2020, an increase of 31.6%.
+Added: Our personal lines gross written premiums declined to $654.7 million in the year ended December 31, 2022, compared to $781.8 million in the year ended December 31, 2021, a decrease of 16.3%.
Warranty Solutions
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We believe the demand from consumers for extended service contracts on products such as automobiles, furniture, mobile phones and electronics will continue to drive long-term growth opportunities.
−Removed: Europe Warranty Solutions
In 2018, we expanded into Europe where we believe our existing protection solutions and service contract offerings can be successfully distributed while maintaining similar levels of historical underwriting performance.
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In general, the insurance markets we operate in are highly competitive.
−Removed: The competition we face is due to a confluence of factors, including product pricing, industry knowledge and expertise, quality of customer service, effectiveness of distribution channels, technology platforms and underwriting processes, the quality of information systems, financial strength ratings, size, breadth of products offered, overall reputation, and other factors.
+Added: The competition we face is due to a confluence of factors, including product pricing, industry knowledge and expertise, quality of customer service, effectiveness of distribution channels, technology platforms and underwriting processes, the quality of information systems, financial strength ratings, size, breadth of
+Added: products offered, overall reputation, and other factors.
We primarily compete by leveraging our proprietary technological platform, decades of underwriting expertise, robust distribution relationships, data-driven marketing initiatives, our “agent-first” mentality, and best-in-class reputation.
We are subject to federal, state, local and foreign regulation and supervision.
−Removed: Our insurance subsidiaries are generally restricted by the insurance laws of their respective domiciles as to the amount of dividends they may pay without the prior approval of the respective regulatory authorities.
−Removed: Generally, the maximum dividend that may be paid by an insurance subsidiary during any year without prior regulatory approval is limited to a stated percentage of that subsidiary’s statutory surplus as of a certain date, or net income of the subsidiary for the preceding year.
+Added: The type and degree of regulation and supervision varies depending on which type of license may be involved, such as:
+Added: insurance company, administrator and agency licenses;
+Added: or service contract administration and obligor licenses;
+Added: or premium finance and consumer finance licenses.
+Added: We are also subject to the related federal, state and foreign data privacy and data protection laws.
insurance company subsidiaries are domiciled in several states, including Arizona, California, Delaware, Georgia, Kentucky and Louisiana.
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As part of their routine regulatory oversight process, state insurance departments conduct periodic detailed financial examinations of the books, records, accounts and operations of insurance companies that are domiciled in their states.
+Added: In addition, our insurance subsidiaries are generally restricted by the insurance laws of their respective domiciles as to the amount of dividends they may pay without the prior approval of the respective regulatory authorities.
+Added: Generally, the maximum dividend that may be paid by an insurance subsidiary during any year without prior regulatory approval is limited to a stated percentage of that subsidiary’s statutory surplus as of a certain date, or net income of the subsidiary for the preceding year.
Our insurance company subsidiaries are also subject to certain state regulations that define eligible investments and establish diversification requirements and concentration limits among asset classes.
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Such investment laws are generally permissive with respect to federal, state and municipal obligations, and more restrictive with respect to corporate obligations, particularly non-investment grade obligations, foreign investment, equity securities and real estate investments.
−Removed: Each insurance company is therefore limited by the investment laws of its state of domicile from making excessive investments in any given security (such as single issuer limitations) or in certain classes or riskier investments (such as aggregate limitation in non-investment grade bonds).
+Added: Each insurance company is therefore limited by the investment laws of its state of domicile from making excessive investments in any given security (such as single issuer limitations) or in certain classes or riskier investments (such as aggregate limitation in non-investment grade bonds) or in its affiliates.
The NAIC provides model insurance laws and regulations for adoption by the states and standardized insurance industry accounting and reporting guidance.
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The domiciliary states of our insurance company subsidiaries have adopted laws substantially similar to the NAIC’s RBC model act.
−Removed: Our insurance holding company is subject to the respective state insurance holding company statutes which may require prior regulatory approval or non-disapproval of material transactions between an insurance company and an affiliate or of an acquisition of control of a domestic insurer and payments of extraordinary dividends or distributions.
−Removed: Our insurance and service contract businesses are subject to U.S.
+Added: Our insurance holding company is subject to the respective state insurance holding company statutes which may require prior regulatory approval or non-disapproval of material transactions between an insurance company and an affiliate or of a change in control of a domestic insurer or of payments of extraordinary dividends or distributions.
+Added: Our insurance, service contract, and premium finance businesses are subject to U.S.
federal and state regulations governing the protection of personal confidential information and data security, including the Gramm-Leach-Bliley Act, New York Department of Financial Services Cybersecurity Regulation and California Consumer Privacy Act.
1 unchanged sentence
A portion of our foreign business is conducted via our insurance company in Malta.
−Removed: Malta is a member country of the EU, and we are active in fourteen countries in the EU, plus the United Kingdom.
+Added: Malta is a member country of the EU, and as of December 31, 2022, we were active in eighteen countries in the EU, plus the United Kingdom.
The EU’s executive body, the European Commission, implemented insurance directives and capital adequacy and risk management regulations.
EU member countries follow the insurance directives approved by the European Commission.
−Removed: The insurance directives set forth a regulatory regime for the authorization and supervision of insurers, with a minimum set of rules and standards for protecting policyholders across the EU.
+Added: The insurance directives set forth a regulatory
+Added: regime for the authorization and supervision of insurers, with a broad set of principles and standards for protecting policyholders across the EU.
These directives give insurers authorized in any one EU country or territory the freedom to conduct insurance business in any other EU country or territory, referred to as passporting.
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Within this context, our Malta company is authorized and supervised by the Malta Financial Services Authority (“MFSA”) and passports across EU member states.
−Removed: In addition to the regulation of authorization and distribution, the European Commission established capital adequacy and risk management regulations, called Solvency II, that apply to businesses within the EU.
+Added: In addition to the regulation of authorization and distribution, the European Commission established capital adequacy and risk management regulations, called Solvency II, that apply to insurers within the EU.
Solvency II includes capital requirements, risk management and corporate governance frameworks, and financial reporting requirements, which are subject to MFSA regulatory oversight.
−Removed: Even though the United Kingdom exited the EU, United Kingdom insurance regulation generally follows the same insurance directives and Solvency II principles.
−Removed: After Brexit, United Kingdom regulators established the Temporary Permissions Regime, which permits passporting insurers to continue operating in the United Kingdom for up to three years post-Brexit.
+Added: Even though the United Kingdom exited the EU as of December 31, 2020, United Kingdom insurance regulation generally follows substantially similar Solvency II principles for prudential regulation and the general good principles for conduct regulation.
+Added: After Brexit, United Kingdom regulators established the Temporary Permissions Regime, which permitted passporting insurers to continue operating in the United Kingdom for up to three years post-Brexit.
We are active in and subject to regulation in the United Kingdom.
Our Malta company was passporting into the United Kingdom prior to Brexit and registered to operate under the Temporary Permissions Regime until permanent authority is granted by United Kingdom regulators.
+Added: Our branch was formally authorized by the United Kingdom regulators in July 2022, thus ending our participation in the Temporary Permissions Regime and establishing our authority to operate in the United Kingdom on a continuing basis.
Aspects of the relationship between the United Kingdom and the EU remain to be negotiated and their relationship will continue to evolve, including with respect to the cross-border provision of products and services and related compliance requirements.
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In order for us to process and administer insurance products of other companies, we are required to maintain licenses of a third-party administrator in the states where those insurance companies operate.
−Removed: We are also subject to the related federal and state privacy laws and must comply with federal and state data protection and privacy laws.
+Added: Similar to the federal and state regulations related to our insurance companies, our service contract companies, motor club companies and premium and consumer finance companies are subject to federal and state rules pertaining to authorization to operate, scope of permitted benefits and terms of service, disclosures, benefits requests, cancellation and termination.
+Added: For example, some states require that forms be filed for prior review or require that our distributors hold a license to sell.
Our financial results historically have been, and we expect to continue to be, affected by seasonal variations.
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Our mortgage operations are conducted through Reliance First Capital, LLC.
−Removed: Our mortgage business has been focused on primarily originating and servicing agency-eligible (Federal Housing Administration (“FHA”) and Veterans Administration (“VA”)) and conventional loans that can be transferred to Government National Mortgage Association (“Ginnie Mae”) pools or sold on a servicing-retained or servicing-released basis to Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”) or secondary market investors and aggregators.
+Added: Our mortgage business has been focused on primarily originating and servicing agency-eligible (Federal Housing Administration (“FHA”) and Veterans Administration (“VA”)) and conventional and government loans that can be transferred to Ginnie Mae pools or sold on a servicing-retained or servicing-released basis to Fannie Mae, Freddie Mac or secondary market investors and aggregators.
Revenues are primarily generated from gain on sale income, loan fee income, servicing fee income, and net interest income.
6 unchanged sentences
Our mortgage operations must comply with a number of federal, state and local consumer protection and privacy laws including laws that apply to loan origination, fair lending, debt collection, use of credit reports, safeguarding of non-public personally identifiable information about customers, foreclosure and claims handling, investment of and interest payments on escrow balances and escrow payment features, and mandate certain disclosures and notices to borrowers.
−Removed: At December 31, 2021, our Mortgage operations had 442 employees.
+Added: As of December 31, 2022, our Mortgage operations had 339 employees.
Tiptree Capital - Other
Tiptree Capital - Other currently includes:
−Removed: • Our investment holdings in the maritime transportation sector, primarily in dry bulk vessels and product tankers that transport commodities, such as coal, grains and clean petroleum products.
+Added: • Our investment holdings in the maritime transportation sector.
• Our share holdings of Invesque, a publicly traded real estate investment company that specializes in health care and senior living property investment throughout North America.
• Our ownership of Corvid Peak, a credit oriented, special situations asset manager.
−Removed: • Our held for sale mortgage originator, Luxury Mortgage.
Competitive Strengths
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In the sectors in which Tiptree Capital participates, the markets are highly competitive.
−Removed: There are a large number of competitors offering similar products and services, including many that operate on an international scale, and which are often affiliated with
−Removed: major multi-national companies.
+Added: There are a large number of competitors offering similar products and services, including many that operate on an international scale, and which are often affiliated with major multi-national companies.
Many of these organizations have substantially more personnel and greater financial and commercial resources than we do.
1 unchanged sentence
Some competitors also have greater name recognition, have managed their businesses for longer periods of time, have greater experience over a wider range of products or have other competitive advantages.
−Removed: In the sectors in which Tiptree Capital participates, we are subject to extensive regulation by international, federal, state and local governmental authorities, including the SEC, the Federal Trade Commission, the EU, the UK and various state agencies.
+Added: In the sectors in which Tiptree Capital participates, we are subject to extensive regulation by international, federal, state and local governmental authorities, including the SEC, the Federal Trade Commission, the EU, the United Kingdom and various state agencies.
Our asset manager is registered with the SEC as an investment advisor and is subject to various federal and state laws and regulations and rules of various securities regulators and exchanges.
These laws and regulations primarily are intended to protect clients and generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the carrying on of business for failure to comply with such laws and regulations.
−Removed: Our investments in maritime transportation are regulated under international conventions, classification societies, national, state and local laws and regulations in force in the jurisdictions in which our vessels operate, as well as in the country or countries of their registration, that mandate safety and environmental protection policies.
−Removed: Government regulation of vessels, particularly environmental regulations, have become more stringent and may require us to incur significant capital expenditures on our vessels.
−Removed: Our international operations and activities also expose us to risks associated with trade and economic sanctions, prohibitions or other restrictions imposed by the United States or other governments or organizations, including the United Nations, the EU and its member countries.
+Added: Our international operations and activities also expose us to risks associated with trade and economic sanctions, prohibitions or other restrictions, including environmental and cybersecurity regulations, imposed by the United States or other governments or organizations, including the United Nations, the EU and its member countries.
Under economic and trade sanctions laws, governments may seek to impose modifications to, prohibitions/restrictions on business practices and activities, and modifications to compliance programs, which may increase compliance costs, and, in the event of a violation, may subject us to fines and other penalties.
2 unchanged sentences
Bribery Act 2010.
−Removed: We operate in countries known to present heightened risks for corruption, and our dry bulk shipping and related operations requires us to interact with government officials, including port officials, harbor masters, maritime regulators, customs officials and pilots.
−Removed: At December 31, 2021, Tiptree Capital - Other’s combined operations had 231 employees.
+Added: As of December 31, 2022, Tiptree Capital - Other’s combined operations had 47 employees.
Human Capital
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The information on our website is not, and shall not be deemed to be, a part hereof or incorporated into this or any of our other filings with the SEC.
−Removed: Our Investor Relations Department can be contacted at Tiptree Inc., 299 Park Avenue, 13th Floor, New York, NY, 10171, Attn:
+Added: Our Investor Relations Department can be contacted at Tiptree Inc., 660 Steamboat Road, 2nd Floor, Greenwich, Connecticut 06830, Attn:
Investor Relations, telephone:
2 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.