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Item 9A. Controls and Procedures

2023-03-08 compared with 2022-03-14 · 50 added, 51 removed, 235 unchanged (30% of the section changed)

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Schedule II—“Financial Information of Registrant”, is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the financial statements and notes thereto contained in Item 8—“Financial Statements and Supplementary Data.”

The financial statements of Invesque Inc.

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.

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001-33549), filed on June 7, 2018 and herein incorporated by reference).

3.2 Fourth Amended and Restated Bylaws of the Registrant (previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No.

3.2 Fifth Amended and Restated Bylaws of the Registrant (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.

001-33549), filed on January 25, 2023 and herein incorporated by reference) .

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001-33549), filed on June 7, 2018 and herein incorporated by reference.

4.2 Form of Warrant to Purchase Common Stock (Expiring June 30, 2022) (previously filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.

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

4.2 Description of the Registrant’s Securities Registered under Section 12 of the Securities Exchange Act of 1934 (previously filed as Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K (File No.

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333-218827), filed on June 19, 2017 and herein incorporated by reference).**

10.2 Amendment No.

1 to 2017 Omnibus Incentive Plan (previously filed as Annex A to the Registrant’s Proxy Statement for the 2022 Annual Meeting of Shareholders (File No.

001-33549), and herein incorporated by reference).**

10.3 Form of Non-Qualified Stock Option Agreement under the Registrant’s 2017 Omnibus Incentive Plan (previously filed as Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K (File No.

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

10.3 Form of Restricted Stock Unit Agreement under the Registrant’s 2017 Omnibus Incentive Plan (annual vesting) (previously filed as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K (File No.

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

10.4 Form of Restricted Stock Unit Agreement under the Registrant’s 2017 Omnibus Incentive Plan (cliff vesting) (previously filed as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No.

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.

10.4 Form of Non-Qualified Stock Option Agreement under the Registrant’s 2017 Omnibus Incentive Plan ) (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) .**

10.6 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 Restricted Stock Unit Agreement under the Registrant’s 2017 Omnibus Incentive Plan (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.

10.6 Form of Restricted Stock Unit Agreement under the Registrant’s 2017 Omnibus Incentive Plan (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).

10.7 Form of Performance Restri cted Stock Unit Agreement (previously filed as Exhibit 10.1 to the Registrant ’ s Quarterly Report on Form 10-Q (File No.

001-33549) , filed on August 8, 2022 and h erein incorporated by reference).**

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

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001-33549), filed on April 22, 2019 and herein incorporated by reference).

10.11 Credit Agreement, dated as of February 21, 2020, between Tiptree Inc., Tiptree Operating Company, LLC, Fortress Credit Corp.

as Administrative Agent, Collateral Agent and Lead Arranger, and the lenders party thereto.

(previously filed as Exhibit 10.1 to Form 8-K (File No.

001-33549), filed February 21, 2020 and herein incorporated by reference).

10.12 Amended and Restated Credit Agreement, dated as of August 4, 2020 by and among Fortegra Financial Corporation (“Fortegra”) and its subsidiary, LOTS Intermediate Co., as borrowers, the lenders from time to time party thereto, certain of Fortegra’s subsidiaries, as guarantors, and Fifth Third Bank, National Association, as the administrative agent and issuing lender (previously filed as Exhibit 10.1 to Form 8-K (File No.

001-33549), filed August 5, 2020 and herein incorporated by reference).

10.13 Credit Agreement, dated as of October 16, 2020 by and among South Bay Financial Corporation, South Bay Funding LLC, the lenders from time to time party thereto and Fifth Third Bank, National Association as the administrative agent (previously filed as Exhibit 10.1 to Form 8-K (File No.

10.10 Second Amended and Restated Credit Agreement, dated as of October 21, 2022 by and among Fortegra Financial Corporation , LOTS Intermediate Co.

and T he Fortegra Group, Inc.

, as borrowers, the lenders from time to time party thereto, certain of Fortegra’s subsidiaries, as guarantors, and Fifth Third Bank, N A , as the administrative agent and issuing lender (previously filed as Exhibit 10.1 to Form 8-K (File No.

001-33549), filed October 25, 2022 and herein incorporated by reference).

10.11 Second Amendment to Credit Agreement, dated as of January 31, 2023, by and among South Bay Acceptance Corporation, South Bay Funding LLC, the lenders from time to time party thereto and Fifth Third Bank, National Association as the administrative agent (filed herewith) .

10.12 Equity Interest Purchase Agreement, dated December 16, 2019, by and among Tiptree Warranty Holdings, LLC and Peter Masi (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

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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.

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

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

10.14 A mendment No.

3 to Partner Emeritus Agreement, effective February 17, 2022, by and between Tiptree Inc.

and Arif Inayatullah (previously filed as Exhibit 10.2 to the Registrant ’ s Quarterly Report on Form 10 - Q (File No.

001-33549), filed on May 5, 2022 and herein incorporated by reference).

10.15 A mendment No.

4 to Partner Emeritus Agreement, effective November 1, 2022, by and between Tiptree Inc.

and Arif Inayatullah (previously filed as Exhibit 10.1 to the Registrant ’ s Quarterly Report on Form 10-Q (File No.

001-33549), filed on November 2 , 2022 and herein incorporated by reference).

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

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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).

10.17 S tockholders Agreement between and among Tiptree Holdings LLC, The Fort egra Group Inc.

and WP Fal con Aggregator, L.P.

(previously filed as Exhibit 10.5 to the Registrant ’ s Current Report on Form 8-K (File No.

001-33549) filed on June 21, 2022 and herein incorporated by refere nce).

10.18 Warrant to Purchase Common Stock (previously filed as Exhibit 10.

1 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on June 21 , 202 2 and herein incorporated by reference).

10.19 Investor Additional Warrants 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 J une 21, 2022 and herein incorporated by reference).

10.20 Tiptree 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 June 21 , 202 2 and herein incorporated by reference).

10.21 Certificate of Designation of Series A Preferred Stock (previously filed as Exhibit 10.

4 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on June 21 , 202 2 and herein incorporated by reference).

10.22 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.

6 to the Registrant’s Current Report on Form 8-K (File No.

001-33549) filed on June 21, 202 2 and herein incorporated by reference).

10.23 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).

10.24 Amended and Restated Executive Separation and Transition Agreement by and among Tiptree Inc.

and Sandra Bell, dated as of February 28 , 2023 (filed herewith).**

10.25 E xecutive Employ ment Agreement by and amo ng Tiptree Inc.

and Scott McKinney , dated as of October 1 4, 2022 (previously filed as Exhibit 10.2 to the Registrant ’ s Current Report on Form 8-K (File No.

001-33549) , filed on October 17, 2022 and herein incorporated by reference).**

21.1 Subsidiaries of the Registrant (filed herewith).

23.1 Consent of Independent Registered Public Accounting Firm (filed herewith).

23.2 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).

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32.3 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

99.1 Consolidated Financial Statements of Invesque Inc.

as at December 31, 2021 and 2020 (filed herewith).

99.2 Consolidated Financial Statements of Invesque Inc.

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

101.INS XBRL Instance Document*

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(1) E liminated in consolidation.

(2) E liminated in consolidation for the year ended December 31, 2022.

PARENT COMPANY ONLY CONDENSED BALANCE SHEETS

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Notes and accounts receivable, net 3,300 2,897

Intercompany receivables, net (1)

Income taxes receivable 15,956 15,968

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Liabilities and Stockholders’ Equity

Deferred tax liabilities $ — $ 23,889

Operating lease liability $ 18,079 $ 11,319

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99,965 30,996 35,092

Proceeds from intercompany notes payable (1)

Cash received for the exercise of warrants 13,724 — —

Dividends paid ( 5,759 ) ( 5,409 ) ( 5,565 )

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We refer to our non-insurance operations, assets and other investments, which is comprised of our Mortgage reportable segment and our non-reportable segments and other business activities, as Tiptree Capital.

Pursuant to the terms discussed in Note— (11) Debt, net in the notes to consolidated financial statements, a secured corporate credit agreement of a subsidiary of Tiptree restricts that subsidiary’s ability to pay or make any dividend or distribution to Tiptree Inc.

Pursuant to the terms discussed in Note—(11) Debt, net in the notes to consolidated financial statements, indebtedness of subsidiaries of Tiptree limits that subsidiary’s ability to pay dividends or make distribution to Tiptree Inc.

In addition, certain other subsidiaries’ activities are regulated, or subject to specific restriction on transfers as a result of financing arrangements.

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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