• | Economic Net Income of Operating Company was $4.7 million; Economic Net Income available to Class A common stockholders was $1.4 million, or $0.13 per diluted Class A share. |
• | GAAP Net Income of Operating Company was $0.7 million; GAAP net income available to Tiptree Class A common stockholders was $1.0 million, or $0.10 per diluted Class A share. |
• | Economic Book Value per Class A share was $10.63 at March 31, 2014. |
• | Completed the acquisition of Luxury Mortgage Corp. in January 2014. |
Year Over Year | Sequential | |||||||||||||||||||
First Quarter 2014 | First Quarter 2013 | $ Change | Fourth Quarter 2013 | $ Change | ||||||||||||||||
Revenues: | ||||||||||||||||||||
Interest income | $ | 190 | $ | 218 | $ | (28 | ) | $ | 102 | $ | 88 | |||||||||
Dividend/distribution income | 6,362 | 5,274 | 1,088 | 7,191 | (829 | ) | ||||||||||||||
Realized gains (losses) | 303 | 122 | 181 | (9 | ) | 312 | ||||||||||||||
Unrealized gains | 459 | 9,054 | (8,595 | ) | 299 | 160 | ||||||||||||||
Management fee income | 3,346 | 3,449 | (103 | ) | 3,884 | (538 | ) | |||||||||||||
Total revenues | 10,660 | 18,117 | (7,457 | ) | 11,467 | (807 | ) | |||||||||||||
Expenses: | ||||||||||||||||||||
Compensation expense | 2,324 | 3,447 | (1,123 | ) | 2,641 | (317 | ) | |||||||||||||
Distribution expense (convertible preferred) | — | 813 | (813 | ) | — | — | ||||||||||||||
Interest expense | 1,965 | 373 | 1,592 | 1,765 | 200 | |||||||||||||||
Professional fees and other | 1,656 | 1,289 | 367 | 2,202 | (546 | ) | ||||||||||||||
Total expense | 5,945 | 5,922 | 23 | 6,608 | (663 | ) | ||||||||||||||
Economic Net Income of Operating Company | 4,715 | 12,195 | (7,480 | ) | 4,859 | (144 | ) | |||||||||||||
Less: Economic Net Income attributable to TFP | 3,511 | 9,157 | (5,646 | ) | 3,461 | 50 | ||||||||||||||
Economic Net Income of Tiptree before tax provision | 1,204 | 3,038 | (1,834 | ) | 1,398 | (194 | ) | |||||||||||||
Less: Tax provision attributable to Tiptree | (213 | ) | — | (213 | ) | (764 | ) | 551 | ||||||||||||
Economic Net Income of Tiptree | $ | 1,417 | $ | 3,038 | $ | (1,621 | ) | $ | 2,162 | $ | (745 | ) | ||||||||
First Quarter 2014 | First Quarter 2013 | Fourth Quarter 2013 | ||||||||||
GAAP Net Income of Tiptree | $ | 1,025 | $ | 1,318 | $ | 2,282 | ||||||
Plus: Tax adjustment attributable to Tiptree companies (1) | (835 | ) | — | (764 | ) | |||||||
Plus: Portion of NCI held by TFP | 552 | 4,004 | 4,575 | |||||||||
GAAP Net Income of Operating Company | 742 | 5,322 | 6,093 | |||||||||
Adjustments: | ||||||||||||
Adjustments to results from real estate operations (2) | 694 | 1,335 | 1,829 | |||||||||
Effect of change in majority ownership of subsidiaries (3) | (10 | ) | (142 | ) | (114 | ) | ||||||
Fair value adjustments to carrying value (4) | (2,541 | ) | 4,773 | (4,074 | ) | |||||||
Reversal of VIEs net losses (gains) attributable to TFI (5) | 5,830 | 624 | 1,125 | |||||||||
Reversal of TAMCO net gains for periods prior to acquisition of TAMCO (6) | — | (78 | ) | — | ||||||||
TFP convertible preferred reclass of distributions to expense (7) | — | (813 | ) | — | ||||||||
Foreign exchange reserve (8) | — | 1,174 | — | |||||||||
Economic Net Income of Operating Company | 4,715 | 12,195 | 4,859 | |||||||||
Less: Economic Net Income attributable to TFP | 3,511 | 9,157 | 3,461 | |||||||||
Economic Net Income of Tiptree before tax provision | 1,204 | 3,038 | 1,398 | |||||||||
Less: Tax adjustment attributable to Tiptree (9) | (213 | ) | — | (764 | ) | |||||||
Economic Net Income of Tiptree | $ | 1,417 | $ | 3,038 | $ | 2,162 | ||||||
(1) | Tax provision adjustment for Tiptree to reflect tax benefits at certain entities which reduces the tax expense at Operating Company. |
(2) | Adjustments to results from real estate operations includes the effects of straight lining lease revenue, expenses associated with depreciation and amortization, certain transaction expenses, non-cash equity compensation expenses, other non-cash charges, and incentive compensation adjustments for unconsolidated partnerships and joint ventures. |
(3) | Effect of change in majority ownership of subsidiaries is the dilutive effect of Care Inc.’s issuance of shares related to the Contribution Transactions and stock-based compensation, the effect of Tiptree’s increased ownership of PFG due to accretion of preferred shares. |
(4) | Adjustment is to account at fair value for the CLO subordinated notes held by Tiptree and PFG’s available-for-sale securities. Fair values are obtained from independent third party pricing sources. |
(5) | Reversal of VIEs net losses/(gains) attributable to Tiptree (see reconciliation table below in thousands): |
Three Months Ended March 31, 2014 | ||||||||||
Tiptree pro rata portion of Net Income | Net Income (net of 1% NCI) | Tiptree’s ownership % | ||||||||
Telos 1 | $ | (266 | ) | $ | (3,744 | ) | 7.11% | |||
Telos 2 | (6,002 | ) | (6,287 | ) | 95.45% | |||||
Telos 3 | 7 | 77 | 8.65% | |||||||
Telos 4 | 431 | 607 | 71.08% | |||||||
Total | $ | (5,830 | ) | $ | (9,347 | ) | ||||
Three Months Ended March 31, 2013 | ||||||||||
Tiptree pro rata portion of Net Income | Net Income (net of 1% NCI) | Tiptree’s ownership % | ||||||||
Telos 1 | $ | (97 | ) | $ | (1,363 | ) | 7.11% | |||
Telos 2 | (1,285 | ) | (1,346 | ) | 95.45% | |||||
Telos 3 | 758 | 2,514 | 30.13% | |||||||
Total | $ | (624 | ) | $ | (195 | ) | ||||
Three Months Ended December 31, 2013 | ||||||||||
Tiptree pro rata portion of Net Income | Net Income (net of 1% NCI) | Tiptree’s ownership % | ||||||||
Telos 1 | $ | (303 | ) | $ | (4,262 | ) | 7.11% | |||
Telos 2 | (2,286 | ) | (2,395 | ) | 95.45% | |||||
Telos 3 | 267 | 1,561 | 17.10% | |||||||
Telos 4 | 1,197 | 1,684 | 71.08% | |||||||
Total | $ | (1,125 | ) | $ | (3,412 | ) | ||||
(6) | The purchase of TAMCO on June 30, 2012 was accounted for as a combination of entities under common control. As a result, the assets and liabilities of TAMCO were presented as if TAMCO had been consolidated by Tiptree on January 1, 2010. For non-controlling interest, we reversed the effect of this recasting of financial information for prior periods. |
(7) | Convertible preferred distribution reclassified as expense for purposes of ENI so as to reflect a cost of capital charge for outstanding convertible preferred. This class automatically converted to common shares effective July 1, 2013. |
(8) | Reflects the timing difference on the recognition of yen exposure GAAP versus ENI. |
(9) | Tax adjustment for Tiptree Financial Inc. only and not its consolidated subsidiaries. |
March 31, 2014 | December 31, 2013 | |||||||
Economic Book Value | ||||||||
GAAP TFI Total Capital | $ | 565,470 | $ | 565,856 | ||||
Less: Non-controlling interest in TFI | 362,732 | 361,354 | ||||||
Less: Retained Earnings of consolidated TAMCO | 81,073 | 84,591 | ||||||
GAAP Net Assets to Tiptree Class A Stockholders | 121,665 | 119,911 | ||||||
Less net assets held directly at Tiptree | 5,139 | 4,259 | ||||||
Plus portion of NCI held by TFP | 339,865 | 339,283 | ||||||
GAAP Net Assets of Operating Company | 456,391 | 454,935 | ||||||
Reversal of consolidation of TAMCO (including VIEs) (1) | (130,163 | ) | (144,817 | ) | ||||
Fair values of CLOs (2) | 53,593 | 61,145 | ||||||
Value of TAMCO (3) | 57,661 | 57,661 | ||||||
Adjustments to results from real estate operations (4) | 4,374 | 3,711 | ||||||
Total Adjustments | (14,535 | ) | (22,300 | ) | ||||
Economic Operating Company Net Assets | $ | 441,856 | $ | 432,635 | ||||
Units outstanding (5) | 41,579 | 41,525 | ||||||
Economic Tiptree Book Value Per Class A Share | $ | 10.63 | $ | 10.42 | ||||
(1) | Under GAAP, Tiptree is required to consolidate all of the assets and liabilities of the VIEs managed by TAMCO on Tiptree’s balance sheet regardless of Tiptree’s economic interest. See Note 2(c) to the consolidated financial statements contained in Tiptree’s Form 10-K filed March 18, 2014. Adjustment is reversal of consolidation of TAMCO and VIEs. |
(2) | Adjustment includes the fair value of our ownership position in the VIEs which has been reversed as described in note (1) above. |
(3) | Values TAMCO at the lower of cost or market and reflects the valuation of the purchase price based on the value of the partnership units issued in consideration for TAMCO. |
(4) | Adjustments to results from real estate operations reverses the amounts, since inception, related to the effects of straight lining lease revenue, expenses associated with depreciation and amortization, certain transaction expenses, non-cash transactions expenses, non-cash equity compensation expenses, other non-cash charges, and incentive compensation adjustment for unconsolidated partnerships and joint ventures. |
(5) | Assumes full redemption of Operating Company units for Class A common stock. Operating Company is owned approximately 25% by Tiptree and approximately 75% by TFP. Tiptree's ownership is equal to the number of shares of Class A common stock and pursuant to Operating Company's limited liability agreement this ratio will remain 1:1. TFP's ownership is equal to 2.798 times the number of TFP partnership units outstanding and this ratio is expected to remain 2.798:1. There were 11,068 and 11,068 partnership units outstanding as of March 31, 2014 and December 31, 2013, respectively. The basic EBV per partnership unit was $29.74 and $26.16 as of March 31, 2014 and December 31, 2013, respectively. |
(Unaudited) | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Assets | ||||||||
Cash and cash equivalents – unrestricted | $ | 124,824 | $ | 120,557 | ||||
Cash and cash equivalents – restricted | 36,230 | 26,395 | ||||||
Trading investments, at fair value | 32,834 | 35,991 | ||||||
Investments in available for sale securities, at fair value (amortized cost: $17,508 and $17,708 at March 31, 2014 and December 31, 2013, respectively) | 17,662 | 17,763 | ||||||
Loans held for sale, at fair value ($15,776 pledged as collateral at March 31, 2014 ) | 15,776 | — | ||||||
Investments in loans, at fair value | 198,887 | 171,087 | ||||||
Loans owned, at amortized cost – net of allowance | 42,105 | 40,260 | ||||||
Investments in partially-owned entities | 8,566 | 9,972 | ||||||
Real estate | 105,853 | 105,061 | ||||||
Policy loans | 99,339 | 102,147 | ||||||
Deferred tax assets | 2,932 | 3,310 | ||||||
Intangible assets | 154,095 | 154,695 | ||||||
Goodwill | 4,617 | 4,294 | ||||||
Other assets | 46,099 | 49,201 | ||||||
Separate account assets | 4,675,098 | 4,625,099 | ||||||
Assets of consolidated CLOs | 1,390,599 | 1,414,616 | ||||||
Total assets | $ | 6,955,516 | $ | 6,880,448 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Liabilities: | ||||||||
Derivative financial instruments, at fair value | $ | 978 | $ | 598 | ||||
U.S. Treasuries, short position | 18,875 | 18,493 | ||||||
Debt | 381,266 | 360,609 | ||||||
Policy liabilities | 109,412 | 112,358 | ||||||
Other liabilities and accrued expenses | 37,092 | 21,829 | ||||||
Separate account liabilities | 4,675,098 | 4,625,099 | ||||||
Liabilities of consolidated CLOs | 1,167,325 | 1,175,606 | ||||||
Total liabilities | $ | 6,390,046 | $ | 6,314,592 | ||||
Stockholders’ equity: | ||||||||
Preferred stock: $0.001 par value, 100,000,000 shares authorized, none issued or outstanding | $ | — | $ | — | ||||
Common stock - Class A: $0.001 par value, 200,000,000 shares authorized, 10,610,281 and 10,556,390 shares issued and outstanding, respectively | 11 | 11 | ||||||
Common stock - Class B: $0.001 par value, 50,000,000 shares authorized, 30,968,877 and 30,968,877 shares issued and outstanding, respectively | 31 | 31 | ||||||
Additional paid-in capital | 101,572 | 100,903 | ||||||
Accumulated other comprehensive income | 93 | 33 | ||||||
Retained earnings | 19,958 | 18,933 | ||||||
Total stockholders’ equity of Tiptree Financial Inc. | 121,665 | 119,911 | ||||||
Non-controlling interest | 362,732 | 361,354 | ||||||
Appropriated retained earnings of consolidated TAMCO | 81,073 | 84,591 | ||||||
Total stockholders’ equity | 565,470 | 565,856 | ||||||
Total liabilities and stockholders’ equity | $ | 6,955,516 | $ | 6,880,448 | ||||
Three Months Ended March 31, (Unaudited) | Three Months Ended December 31, (Unaudited) | |||||||||||
2014 | 2013 | 2013 | ||||||||||
Realized and unrealized gains (losses): | ||||||||||||
Net realized gain (loss) on investments | $ | 142 | $ | 154 | $ | (63 | ) | |||||
Change in unrealized appreciation on investments | 516 | 558 | 1,957 | |||||||||
Income from investments in partially owned entities | 344 | 89 | 37 | |||||||||
Net realized and unrealized gains | 1,002 | 801 | 1,931 | |||||||||
Investment income: | ||||||||||||
Interest income | 5,363 | 3,027 | 5,346 | |||||||||
Separate account fees | 5,487 | 5,306 | 5,912 | |||||||||
Administrative service fees | 12,352 | 11,931 | 12,633 | |||||||||
Rental revenue | 4,446 | 822 | 2,481 | |||||||||
Gain on sale of loans held for sale, net | 952 | — | — | |||||||||
Other income | 730 | 218 | 844 | |||||||||
Total investment income | 29,330 | 21,304 | 27,216 | |||||||||
Total net realized and unrealized gains and investment income | 30,332 | 22,105 | 29,147 | |||||||||
Expenses: | ||||||||||||
Interest expense | 5,962 | 3,835 | 5,509 | |||||||||
Payroll expense | 10,570 | 8,628 | 9,275 | |||||||||
Professional fees | 1,090 | 1,372 | 2,351 | |||||||||
Change in future policy benefits | 1,125 | 1,117 | 1,208 | |||||||||
Mortality expenses | 2,642 | 2,614 | 2,591 | |||||||||
Commission expense | 984 | 555 | 539 | |||||||||
Depreciation and amortization expenses | 1,563 | 943 | 1,085 | |||||||||
Other expenses | 6,156 | 3,474 | 4,734 | |||||||||
Total expenses | 30,092 | 22,538 | 27,292 | |||||||||
Net Income before taxes and income attributable to consolidate CLOs from continuing operations | 240 | (433 | ) | 1,855 | ||||||||
Results of Consolidated CLOs: | ||||||||||||
Income attributable to consolidated CLOs | 11,986 | 16,564 | 19,212 | |||||||||
Expenses attributable to consolidated CLOs | 13,992 | 9,821 | 14,247 | |||||||||
Net Income attributable to consolidated CLOs | (2,006 | ) | 6,743 | 4,965 | ||||||||
Income before taxes from continuing operations | (1,766 | ) | 6,310 | 6,820 | ||||||||
Provision for income taxes | 429 | 1,299 | 2,392 | |||||||||
(Loss) income from continuing operations | (2,195 | ) | 5,011 | 4,428 | ||||||||
Discontinued operations: | ||||||||||||
Income from discontinued operations, net | — | 841 | — | |||||||||
Provision for income taxes | — | — | — | |||||||||
Discontinued operations, net | — | 841 | — | |||||||||
Net (loss) income | (2,195 | ) | 5,852 | 4,428 | ||||||||
Less net income attributable to noncontrolling interest | 298 | 4,105 | 4,432 | |||||||||
Less net (loss) income attributable to VIE subordinated noteholders | (3,518 | ) | 429 | (2,286 | ) | |||||||
Net income available to common stockholders | $ | 1,025 | $ | 1,318 | $ | 2,282 | ||||||
Net income (loss) per Class A common share: | ||||||||||||
Basic, continuing operations, net | $ | 0.10 | $ | 0.05 | $ | 0.22 | ||||||
Basic, discontinued operations, net | — | 0.08 | — | |||||||||
Net income basic | 0.10 | 0.13 | 0.22 | |||||||||
Diluted, continuing operations, net | 0.10 | 0.05 | 0.22 | |||||||||
Diluted, discontinued operations, net | — | 0.08 | — | |||||||||
Net income dilutive | $ | 0.10 | $ | 0.13 | $ | 0.22 | ||||||
Weighted average number of Class A common shares: | ||||||||||||
Basic | 10,586,587 | 10,251,292 | 10,349,856 | |||||||||
Diluted | 10,586,587 | 10,251,292 | 10,349,856 | |||||||||