Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of its Executive Chairman, Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act) as of December 31, 2023. 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, 2023.
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. However, all systems of internal control, no matter how well designed, have inherent limitations. Therefore, even those systems deemed to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of the effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
(b) Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. The Company conducted an evaluation of the effectiveness of its internal control over financial reporting based upon the framework established in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are made only in accordance with the authorization of management and the Board of Directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on our financial statements.
If the Company identifies any material weaknesses, the COSO Framework does not allow the Company to conclude that our internal control over financial reporting is effective. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
Based upon its assessment, management concluded that the Company’s internal control over financial reporting as of December 31, 2023 was effective using the COSO Framework.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm that audited the Company’s consolidated financial statements as of and for the year ended December 31, 2023, as stated in their report, included in Item 8 of this Form 10-K, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.
(c) Changes in Internal Control over Financial Reporting
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There were no changes in internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the twelve months ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None of the Company’s directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended December 31, 2023..
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information concerning our executive officers is incorporated herein by reference to information included in the Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders.
Information with respect to our directors and the nomination process is incorporated herein by reference to information included in the Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders.
Information regarding our audit committee and our audit committee financial experts is incorporated herein by reference to information included in the Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders.
Information required by Item 405 of Regulation S-K is incorporated herein by reference to information included in the Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders.
Item 11. Executive Compensation
Information with respect to executive compensation is incorporated herein by reference to information included in the Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information with respect to security ownership of certain beneficial owners and management is incorporated herein by reference to information included in the Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information with respect to such contractual relationships and independence is incorporated herein by reference to the information in the Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders.
Item 14. Principal Accountant Fees and Services
Information with respect to principal accounting fees and services and pre-approval policies are incorporated herein by reference to information included in the Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as a part of this Form 10-K:
(a)(1) All Financial Statements
Index to Financial Statements: Page
Consolidated Balance Sheets as of December 31, 202 3 and 202 2
F- 5
Consolidated Statements of Operations for the years ended December 31, 202 3 , 202 2 and 2 021
F- 6
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 202 3 , 202 2 and 20 21
F- 7
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 202 3 , 202 2 and 20 21
F- 8
Consolidated Statements of Cash Flows for the years ended December 31, 202 3 , 202 2 and 20 21
F- 10
Notes to Consolidated Financial Statements
F- 12
(a)(2) Financial Statement Schedules
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.”
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
Exhibit No.
Description
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. 001-33549), filed on June 7, 2018 and herein incorporated by reference).
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).
3.3 Articles Supplementary of the Registrant, dated December 29, 2014 (previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33549), filed on December 29, 2014 and herein incorporated by reference).
4.1 Form of Certificate of Common Stock (previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-A/A (File No. 001-33549), filed on June 7, 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. 001-33549), filed on March 12, 2020 and herein incorporated by reference).
10.1 Registrant’s 2017 Omnibus Incentive Plan (previously filed as Exhibit 10.1 to the Registrant’s Form S-8 Registration Statement (File No. 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)**
10.4 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).**
69
Exhibit No.
Description
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) .**
10.6 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) .**
10.7
Form of Restricted Stock Unit Agreement under the Registra nt ’ s 2017 Omnibus Incentive Plan (2024 Form) (filed herewith).**
10.8
Form of Performance Restricted 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 herein incorporated by reference).**
10.9
Form of Performance Restricted Stock Unit Agreement under the Registrant ’ s 2017 O mnibu s Incentive Plan (2024 Form) (filed herewith). **
10.10
Form of Indemnification Agreement (previously filed as Exhibit 10.9 to the Registrant’s Registration Statement on Form S-11, as amended (File No. 333-141634), filed on June 7, 2007 and herein incorporated by reference).
10.11
T iptree Inc. 2023 Deferred Co mpensation Plan (previously filed as Exhibit 10.1 to the Registra nt ’ s Quarterly Report on Form 10-Q ( File No. 001-33549), filed on August 2, 2023 and herein incorporated by reference).**
10.12
Amended and Restated Transition Services Agreement between Tricadia Holdings, L.P. and Tiptree Inc., dated as of February 15, 2019 (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-33549), filed on April 22, 2019 and herein incorporated by reference).
10.13
Second Amended and Restated Credit Agreement, dated as of October 21, 2022 by and among Fortegra Financial Corporation, LOTS Intermediate Co. and The Fortegra Group, Inc., as borrowers, the lenders from time to time party thereto, certain of Fortegra’s subsidiaries, as guarantors, and Fifth Third Bank, NA, 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).
10.14
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 ( previously filed as Exhibit 10.11 to the Registra nt ’ s Annual Report on Form 10-K (File No. 001-33549) filed on March 8, 2023 and herein incorporated by reference ).
10.15
A mended and Restated Credit Agreement dated as of October 6, 2023 by and amo ng South Bay Acceptance Corporation, South Bay Funding LLC, the lenders from time to time party thereto and Fifth Third Bank, National Assoc iation as the administrative agent (previously filed as Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K (File No. 001-33549) , filed on October 11, 2023 and herein incorporated by reference.
10.16
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. 001-33549), filed on December 17, 2019 and herein incorporated by reference).
10.17
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).
10.18
Amendment No. 5 to Partner Emeritus Agreement, effective December 1, 202 3 , by and between Tiptree Inc. and Arif Inayatullah ( filed herewith ).
10.19
Stockholders Agreement between and among Tiptree Holdings LLC, The Fortegra Group Inc. and WP Falcon 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 reference).
10.20
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).
10.21
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 June 21, 2022 and herein incorporated by reference).
10.22
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 , 2022 and herein incorporated by reference).
10.23
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).
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Exhibit No.
Description
10.24
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, 2022 and herein incorporated by reference).
10.25
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).
10.26
Amended and Restated Executive Separation and Transition Agreement by and among Tiptree Inc. and Sandra Bell, dated as of February 28, 2023 ( previously filed as Exhibi t 10.24 to the Registrant ’ s Annual Report on Form 10-K (File No. 001-33549) filed on March 8, 2023 and herein incorporated by reference ).**
10.27
Executive Employment Agreement by and among Tiptree Inc. and Scott McKinney, dated as of October 14, 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).
31.1 Certification of Executive Chairman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.3 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1 Certification of Executive Chairman pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.3 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
97 Policy for Recou pment of Incentive Compensation (filed herewith). **
101.INS XBRL Instance Document*
101.SCH XBRL Taxonomy Extension Schema Document*
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB XBRL Taxonomy Extension Label Linkbase Document*
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF XBRL Taxonomy Extension Definition Linkbase Document*
104 Cover Page Interactive Data File (embedded within the iXBRL document and included in Exhibit 101).
* Attached as Exhibit 101 to this Annual Report on Form 10-K are the following materials, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets (audited) for December 31, 2023 and 2022, (ii) the Consolidated Statements of Operations (audited) for the years ended December 31, 2023, 2022 and 2021, (iii) the Consolidated Statements of Comprehensive Income (Loss) (audited) for the years ended December 31, 2023, 2022 and 2021, (iv) the Consolidated Statements of Changes in Stockholders’ Equity (audited) for the years ended December 31, 2023, 2022 and 2021, (v) the Consolidated Statements of Cash Flows (audited) for the years ended December 31, 2023, 2022 and 2021 and (vi) the Notes to the Consolidated Financial Statements (audited).
** Denotes a management contract or compensatory plan, contract or arrangement.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Tiptree Inc. has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Tiptree Inc.
Date: February 29, 2024 By:/s/ Jonathan Ilany
Jonathan Ilany
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Jonathan Ilany
Jonathan Ilany
Chief Executive Officer and Director (Principal Executive Officer) February 29, 2024
/s/ Scott McKinney
Scott McKinney
Chief Financial Officer (Principal Financial Officer and
Principal Accounting Officer) February 29, 2024
/s/ Michael G. Barnes
Michael G. Barnes
Executive Chairman and Director February 29, 2024
/s/ Randy S. Maultsby
Randy S. Maultsby
President and Director February 29, 2024
/s/ Paul M. Friedman
Paul M. Friedman
Director February 29, 2024
/s/ Lesley Goldwasser
Lesley Goldwasser
Director February 29, 2024
/s/ Bradley E. Smith
Bradley E. Smith
Director February 29, 2024
/s/ Dominique Mielle
Dominique Mielle
Director February 29, 2024
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Schedule II — Financial Information of Registrant
TIPTREE INC.
PARENT COMPANY ONLY STATEMENTS OF INCOME
(All amounts in thousands) For the Year Ended December 31,
2023 2022 2021
Revenues
Net realized and unrealized gains (losses) $ 6,126 $ — $ —
Interest income 4,522 277 259
Other revenue 302 4 67
Total revenues 10,950 281 326
Expenses
Employee compensation and benefits 30,115 27,188 28,060
Interest expense (1)
163 123 —
Professional fees 4,511 6,532 6,656
Rent and facilities 2,003 3,126 1,993
General and administrative 868 755 1,254
Depreciation and amortization 1,327 805 805
Other expenses 1,390 1,675 1,305
Total expenses 40,377 40,204 40,073
Equity in earnings (losses) of subsidiaries, net of tax (1)
40,386 24,778 73,164
Income (loss) before taxes 10,959 ( 15,145 ) 33,417
Less: provision (benefit) for income taxes ( 2,992 ) ( 6,871 ) ( 4,715 )
Net income (loss) attributable to Tiptree Inc. common stockholders $ 13,951 $ ( 8,274 ) $ 38,132
(1) E liminated in consolidation.
TIPTREE INC.
PARENT COMPANY ONLY BALANCE SHEETS
(All amounts in thousands, except share data) As of December 31,
2023 2022
Assets
Investment in subsidiaries (1)
$ 304,866 $ 293,050
Cash and cash equivalents 45,098 126,111
Available for sale securities, at fair value
30,475 —
Equity securities
37,753 —
Notes and accounts receivable, net 2,124 3,300
Income taxes receivable 304 15,956
Deferred tax assets 22,636 17,571
Right of use assets - operating leases 12,021 13,570
Other assets 12,338 8,768
Total assets $ 467,615 $ 478,326
Liabilities and Stockholders’ Equity
Liabilities
Operating lease liability $ 15,829 $ 18,079
Intercompany payables, net (1)
16,865 48,186
Accrued expenses 18,055 14,696
Total liabilities $ 50,749 $ 80,961
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, 36,756,187 and 36,385,299 shares issued and outstanding, respectively
37 36
Additional paid-in capital 382,239 382,645
Accumulated other comprehensive income (loss), net of tax ( 26,073 ) ( 39,429 )
Retained earnings 60,663 54,113
Total stockholders’ equity 416,866 397,365
Total liabilities and stockholders' equity $ 467,615 $ 478,326
(1) E liminated in consolidation.
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TIPTREE INC.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(All amounts in thousands) For the Year Ended December 31,
2023 2022 2021
Operating Activities:
Net income (loss) attributable to Tiptree Inc. common stockholders $ 13,951 $ ( 8,274 ) $ 38,132
Adjustments to reconcile net income to net cash provided by operating activities
Equity in earnings of subsidiaries (1)
( 40,386 ) ( 24,778 ) ( 73,164 )
Net realized and unrealized (gains) losses
( 6,126 ) — —
Amortization/accretion of premiums and discounts
( 1,899 ) — —
Depreciation expense 1,327 805 805
Deferred provision (benefit) for income taxes ( 5,453 ) 1,048 ( 528 )
Non-cash lease expense 1,970 2,512 1,843
Non-cash compensation expense 5,845 7,093 8,580
Net changes in other operating assets and liabilities 13,032 ( 4,054 ) 5,412
Net cash provided by (used in) operating activities ( 17,739 ) ( 25,648 ) ( 18,920 )
Investing Activities:
Purchases of investments ( 149,309 ) — —
Proceeds from sales and maturities of investments 90,811 — —
Proceeds from the sale of businesses — — 125
Proceeds from notes receivable — — 169
Issuance of notes receivable — — ( 432 )
Net cash flows provided by (used in) provided by investing activities ( 58,498 ) — ( 138 )
Financing Activities:
Distributions from subsidiaries (1)
35,906 99,965 30,996
Proceeds from intercompany notes payable (1)
— 43,281 —
Repayment of intercompany notes payable (1)
( 33,281 ) — —
Cash received for the exercise of warrants — 13,724 —
Dividends paid ( 7,401 ) ( 5,759 ) ( 5,409 )
Repurchases of common stock — ( 1,727 ) ( 2,882 )
Subsidiary RSU exchanges — ( 181 ) ( 1,458 )
Cash paid in connection with the vesting of units — — ( 445 )
Net cash provided by (used in) financing activities ( 4,776 ) 149,303 20,802
Net increase (decrease) in cash and cash equivalents ( 81,013 ) 123,655 1,744
Cash and cash equivalents at beginning of period 126,111 2,456 712
Cash and cash equivalents at end of period $ 45,098 $ 126,111 $ 2,456
Cash (received) paid for income taxes $ ( 15,708 ) $ ( 155 ) $ 61
(1) E liminated in consolidation.
Note 1. Basis of Presentation
Tiptree Inc. (together with its consolidated subsidiaries, collectively, Tiptree, the Company, or we) is a Maryland Corporation that was incorporated on March 19, 2007. Tiptree’s common stock trades on the Nasdaq Capital Market under the symbol “TIPT”. Tiptree is a holding company that combines specialty insurance operations with investment management capabilities. We allocate our capital across our insurance operations and other investments. We classify our business into two reportable segments: Insurance and Mortgage. 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, 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. As a result of these restrictions, these 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, 2023.
These financial statements have been prepared on a "parent-only" basis. Under a parent-only presentation, the Parent Company's investments in subsidiaries are presented under the equity method of accounting. Certain information and footnote disclosures
74
normally included in financial statements prepared in accordance with GAAP have been or omitted. The accompanying financial information should be read in conjunction with the Tiptree Inc. consolidated financial statements and related Notes thereto.
Note 2. Dividends Received
The Company received distributions of $ 35,906 , $ 99,965 and $ 30,996 for the years ended December 31, 2023, 2022 and 2021, respectively.
75