Income Taxes

Upon completion of the Contribution Transaction on July 1, 2013, and as a result of such transactions, Tiptree no longer qualified as a REIT as of the next testing date (September 30, 2013). As a result, Tiptree will no longer be eligible to deduct the amount of the distributions paid to shareholders and it takes on status as a C Corporation subject to the federal income tax on corporations. When a corporation loses its REIT status within a tax year, it becomes subject to the corporate income tax retroactively to the beginning of the tax year. As a result of treating the loss of REIT status for the Company effective as of January 1, 2013, prior period comparative amounts may not be comparable to the current period. The Company's income taxes payable as of September 30, 2013 are $2,561. The Company's tax expense consists of the following:



	Nine Months Ended September 30,
	2013			2012
Current tax expense:
Federal	$	2,488		$	434
State	1,339			105
	$	3,827		$	539
Deferred tax expense:
Federal	905			(530		)
State	(183		)	153
	722			(377		)
Total income tax expense	$	4,549		$	162

As of September 30, 2013, an adjustment of $2,583 was made to the Company's deferred tax assets as a result of the Company no longer qualifying as a REIT as of September 30, 2013. The table below outlines the Company's net deferred tax asset as of the respective balance sheet dates:



	9/30/2013			12/31/2012
Net operating loss carryforward	$	11,961		$	10,061
Capital loss carryforward	7,780			7,771
Other	885			1,291
Total deferred tax assets	20,626			19,123
Valuation allowance	(9,032		)	(8,344		)
Total net deferred tax assets	11,594			10,779

Amortization/depreciation	6,407			5,104
Unrealized gain	111			291
Equity gain/loss	207			—
Distributions	34			—
Other	1			42
Total deferred tax liabilities	6,760			5,437
Net deferred tax asset	$	4,834		$	5,342

Separate returns are filed for each of the Company's subsidiaries that are required to file returns (PFG, Siena Capital Finance Acquisition Corp., MFCA Funding, and Tamco Manager Inc.). These subsidiaries file returns in various state jurisdictions, and as such may have state tax obligations. As needed, the Company will take all necessary steps to comply with any tax withholding requirements.

At September 30, 2013, the Company had non-life insurance net operating loss carry forwards for tax purposes of $11,915. The net operating losses may be carried forward to reduce taxable income through the years 2030 of $1,852, 2031 of $7,063, 2032 of $1,347, and 2033 of $1,653. Valuation allowances have been established for the following Company subsidiaries: PFG, Siena and MFCA. Management believes it is more likely than not that the remaining net operating loss carryovers will be utilized prior to their expiration dates, therefore no valuation allowance has been established for these amounts. At September 30, 2013, the Company had life insurance net operating loss carry forwards of $21,868. These net operating losses may be carried forward to reduce taxable income through the years 2025 of $2,653, 2026 of $17,315, 2027 of $346, and 2028 of $1,554. These life insurance net operating loss carryforwards cannot be consolidated until the expiration of the five year ownership period. This period will expire in 2016.

The Company has reported a loss before taxes from continuing operations for the nine months ended September 30, 2013 equal to $571, with associated income tax expense equal to $4,549. As a result, for the nine months ended September 30, 2013, the Company’s effective tax rate on income from continuing operations is equal to negative 797%, which does not bear a customary relationship to statutory income tax rates. Differences from the statutory income tax rates are primarily the result of (i) income and (loss) attributable to noncontrolling interests and to the VIE subordinated noteholders which do not result in income tax expense or (benefit) to the Company, (ii) the one-time effect of the Company’s change from nontaxable to taxable status which must be reported as part of the income tax provision on continuing operations, and (iii) the effect of changes in valuation allowance on net operating losses reported by Siena, MFCA and a portion of net operating losses reported by PFG. Prior periods do not have comparable effective tax rates as the Company, as a REIT, was not subject to income taxes.

The Company has reported net income available to common stockholders after the reduction for income attributable to noncontrolling interests and the VIE subordinated noteholders equal to $6,563, which included a reduction for income tax expense associated with income available to common stockholders equal to $1,550. The Company’s effective tax rate on income available to common stockholder is equal to approximately 19%. Differences from the statutory income tax rates are primarily the result of (i) the one-time effect of the Company’s change from nontaxable to taxable status which must be reported as part of the income tax provision on continuing operations, and (ii) the effect of changes in valuation allowance on net operating losses reported by Siena, MFCA and a portion of net operating losses reported by PFG. Prior periods do not have comparable effective tax rates as the Company, as a REIT, was not subject to income taxes.

The Company’s primary tax jurisdiction is the United States, which currently has a statutory income tax rate equal to 35%. The Company also operates in several state jurisdictions that have an average combined statutory rate equal to approximately 6%. Both the U.S. federal rate and the statutory rates are before the consideration of rate reconciling items.

As of September 30, 2013 and December 31, 2012, the Company had no material unrecognized tax benefits or accrued interest and penalties. The Company’s policy is to account for interest as a component of interest expense and penalties as a component of other expense. Federal tax years 2009 through 2011 were open for examination as of September 30, 2013.