Our Management's Discussion and Analysis of Financial Conditions and Results of Operations is presented in this section as follows:

•Overview


•Results of Operations
•Non-GAAP Measures and Reconciliations
•Liquidity and Capital Resources
•Critical Accounting Policies and Estimates
•Off-Balance Sheet Arrangements

OVERVIEW



Tiptree is a holding company that allocates capital across a broad spectrum of
businesses, assets and other investments. Our principal operating subsidiary and
primary source of earnings, Fortegra, along with its subsidiaries, is a leading
provider of specialty insurance underwriting, warranty and service contract
products, and related service solutions. We also generate earnings from a
diverse group of select investments that we refer to as Tiptree Capital, which
includes our Mortgage segment and our other, non-insurance businesses and
assets. We evaluate our performance primarily by the comparison of our
shareholders' long-term total return on capital, as measured by Adjusted Net
Income, Adjusted EBITDA and growth in book value per share plus dividends.

Highlights for the first half 2021 include:

Overall:


•Net income of $36.6 million increased from a net loss of $56.2 million in 2020,
which was driven by growth in insurance underwriting operations and improved
volumes and margins in our mortgage business, in addition to realized and
unrealized gains on investments as compared to losses in 2020.
•Adjusted net income increased 50.7% to $26.3 million, from $17.4 million in
2020, driven by improvement in insurance and mortgage operations. Adjusted
return on average equity was 13.5%, as compared to 9.2% in 2020.
•Book value per share of $11.59 as of June 30, 2021, when combined with
dividends paid, increased 17.9% from the prior year, and 7.1% from December 31,
2020.
•Cash and cash equivalents of $141.7 million as of June 30, 2021, of which $93.9
million resides outside our statutory insurance subsidiaries.

Insurance:


•Gross written premiums and premium equivalents were $1,076.5 million for the
six months ended June 30, 2021, as compared to $711.4 million for the six months
ended June 30, 2020, up 51.3% as a result of growth in admitted and surplus
insurance lines as well as growth in fee-based warranty programs.
•Total revenues increased 54.0% to $474.8 million, from $308.3 million in 2020,
driven by increases in earned premiums, net, service and administrative fees,
and net realized and unrealized gains as compared to losses in the prior year
period.
•The combined ratio improved to 91.8%, as compared to 92.9% in 2020, driven by
the continued scalability of our technology and shared service platform, which
improved the expense ratio, while the underwriting ratio remained stable.
•Income before taxes of $36.2 million increased by $49.3 million as compared to
a loss before taxes of $13.0 million in 2020. Return on average equity was 19.4%
in 2021 as compared to (5.9)% in 2020. The increase in both metrics was
operationally driven by revenue growth and an improved combined ratio, in
addition to net realized and unrealized gains on investments as compared to
losses in the prior year.
•Adjusted net income increased 51.6% to $26.9 million, as compared to $17.7
million in 2020. Adjusted return on average equity was 18.3%, as compared to
12.8% in 2020. The increase in both metrics was driven by revenue growth and the
improved combined ratio.
•As of June 30, 2021, total investments combined with cash and cash equivalents
were $814.5 million, as compared to $597.9 million as of June 30, 2020. As of
June 30, 2021, 77% of the portfolio was invested in high-credit quality fixed
income securities with an average S&P rating of AA and a weighted average
duration of 2.3 years.

Mortgage:


•Income before taxes of $18.9 million in 2021, as compared to $6.3 million in
2020, with the increase driven by growth in volumes and margins resulting from a
lower interest rate environment and home price appreciation.
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•Adjusted net income improved by $3.9 million in 2021, driven by the same
factors that impacted net income.
•Return on average equity of 42.8% and adjusted return on average equity of
34.3% in 2021, as compared to 27.5% and 41.3%, respectively, in 2020.

Key Trends:



Our results of operations are affected by a variety of factors including, but
not limited to, general economic conditions and GDP growth, market liquidity and
volatility, consumer confidence, U.S. demographics, employment and wage growth,
business confidence and investment, inflation, interest rates and spreads, the
impact of the regulatory environment, and the other factors set forth in Part I,
Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31,
2020. Generally, our businesses are positively affected by a healthy U.S.
consumer, stable to gradually rising interest rates, stable markets and business
conditions, and global growth and trade flows. Conversely, rising unemployment,
volatile markets, rapidly rising interest rates, changing regulatory
requirements and slowing business conditions can have a material adverse effect
on our results of operations or financial condition.

Our insurance business generally focuses on products which have low severity but
high frequency loss experiences and are short duration. As a result, the
business has historically generated significant fee-based revenues. In general,
the types of products we offer tend to have limited aggregation risk and, thus,
limited exposure to catastrophic and residual risk. We mitigate our underwriting
risk through a combination of reinsurance and retrospective commission
structures with our agents, distribution partners and/or third-party reinsurers.
To mitigate counterparty risk, we ensure our distribution partners' captive
reinsurance entities are over-collateralized with highly liquid investments,
primarily cash and cash equivalents. Our insurance results primarily depend on
our pricing, underwriting, risk retention and the accuracy of reserves,
reinsurance arrangements, returns on invested assets, and policy and contract
renewals and run-off. While our insurance operations have historically
maintained a relatively stable combined ratio which support steady earnings, our
initiatives to change our business mix along with economic factors could
generate different results than we have historically experienced. We believe
there will continue to be growth opportunities to expand our specialty insurance
and warranty business model to other niche products and markets.

Our insurance investment portfolio primarily serves as a source to pay claims
and secondarily as a source of income for our operations. Our investments
include fixed maturity securities, loans, credit investment funds, and equity
securities. Many of our investments are held at fair value. Changes in fair
value for loans, credit investment funds, and equity securities are reported
quarterly as unrealized gains or losses in revenues and can be impacted by
changes in interest rates, credit risk, or market risk, including specific
company or industry factors. Our equity holdings are relatively concentrated.
General equity market trends, along with company and industry specific factors,
can impact the fair value of our holdings and can result in unrealized gains and
losses affecting our results.

Our businesses can also be impacted in various ways by changes in interest
rates, which can result in fluctuations in the fair value of our investments,
revenues associated with floating rate investments, volume and revenues in our
mortgage business and interest expense associated with floating rate debt used
to fund many of our operations. Rising interest rates could impact the value of
certain of our fixed income securities, with any unrealized losses recorded in
equity, and if realized, could impact our results of operations. Offsetting the
impact of a rising interest rate environment, new investments in fixed rate
instruments from both maturities and portfolio growth can result in higher
interest income on our investments over time. In declining interest rate
environments, the opposite impacts could occur. In addition, certain of our
investments are LIBOR based, which has resulted in lower investment income
during the recent period of extended low rates. Rising interest rates can also
impact our cost of LIBOR based debt obligations, while declining rates can
decrease our cost of debt. Our secured revolving and term credit agreements,
preferred trust securities and asset-based revolving financing are all floating
rate obligations.

Low mortgage rates due to the Federal Reserve intervention in mortgage markets
and rising home prices in certain markets, has resulted in a combination of
higher mortgage volumes and margins beginning in the second quarter of 2020 and
continuing into the first half of 2021, which has been a benefit to our mortgage
operations. The recent low interest rate environment also benefits our interest
cost on debt, although our corporate debt remains above current LIBOR rates.
There can be no assurance that these positive trends will continue, the reversal
of which could have a materially negative impact on our results of operations,
and which may only be partially mitigated by the benefit to our LIBOR based
investments.

Common shares of Invesque represent a significant asset on our condensed
consolidated balance sheet, both as part of our insurance investments and
separately in Tiptree Capital. Our investment in Invesque, which operates in the
seniors housing, skilled nursing and medical office industries, is carried on
our condensed consolidated balance sheet at fair value. In April
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2020, in response to the uncertainty in the industry, Invesque suspended its
dividend to conserve liquidity. In combination with the impact of the COVID-19
pandemic on occupancy rates, Invesque's stock declined significantly, which had
a material impact on the carrying value of our investment and results of
operations. While their stock price and the value of our investment increased in
the first six months of 2021, any additional declines in the fair value of
Invesque's common stock could have a significant impact on our results of
operations and the value of our investment.

The maritime transportation industry is highly competitive and fragmented.
Demand for shipping capacity is a function of global economic conditions and the
related demand for commodities, production and consumption patterns, and is
affected by events which interrupt production, trade routes, and consumption.
The shipping industry is cyclical with high volatility in charter hire rates and
profitability, which can change rapidly. General global economic conditions,
along with company and industry specific factors, are expected to continue to
impact the fair value of our vessels and associated operating results. While
there is a current imbalance in supply and demand for shipping capacity, which
has led to a cyclical high in dry-bulk charter rates in the second quarter of
2021, a change in those factors and/or changes in global economic conditions
could result in substantially lower charter rates, which could negatively impact
our results of operations and the carrying value of our vessels.

RESULTS OF OPERATIONS
The following is a summary of our condensed consolidated financial results for
the three and six months ended June 30, 2021 and 2020. In addition to GAAP
results, management uses the Non-GAAP measures Adjusted net income, Adjusted
return on average equity, Adjusted EBITDA and book value per share as
measurements of operating performance. Management believes these measures
provide supplemental information useful to investors as they are frequently used
by the financial community to analyze financial performance and comparison among
companies. Management uses Adjusted net income and adjusted return on average
equity as part of its capital allocation process and to assess comparative
returns on invested capital. Adjusted EBITDA is also used in determining
incentive compensation for the Company's executive officers. Adjusted net income
represents income before taxes, less provision (benefit) for income taxes, and
excluding the after-tax impact of various expenses that we consider to be unique
and non-recurring in nature, stock-based compensation, net realized and
unrealized gains (losses), and intangibles amortization associated with purchase
accounting. The Company defines Adjusted EBITDA as GAAP net income of the
Company plus corporate interest expense, plus income taxes, plus depreciation
and amortization expense, less the effects of purchase accounting, plus non-cash
fair value adjustments, plus significant non-recurring expenses, and plus
unrealized gains (losses) on available for sale securities that are reported in
other comprehensive income. Adjusted net income, Adjusted return on average
equity and Adjusted EBITDA are not measurements of financial performance or
liquidity under GAAP and should not be considered as an alternative or
substitute for GAAP net income. See "Non-GAAP Reconciliations" for a
reconciliation of these measures to their GAAP equivalents.

Selected Key Metrics
($ in thousands, except per share                  Three Months Ended                     Six Months Ended
information)                                            June 30,                              June 30,
GAAP:                                            2021               2020               2021               2020
Total revenues                               $ 299,687          $ 199,194          $ 594,375          $ 328,865
Net income (loss) attributable to common
stockholders                                 $   7,969          $   3,816          $  36,550          $ (56,191)
Diluted earnings per share                   $    0.22          $    0.10          $    1.05          $   (1.64)
Cash dividends paid per common share         $    0.04          $    0.04          $    0.08          $    0.08
Return on average equity                           9.0  %             5.1  %            20.4  %           (29.6) %

Non-GAAP: (1)
Adjusted net income                          $  13,125          $  10,526          $  26,280          $  17,433
Adjusted return on average equity                 13.1  %            12.2  %            13.5  %             9.2  %
Adjusted EBITDA                              $  26,555          $  17,423          $  72,238          $ (53,106)
Book value per share                         $   11.59          $    9.97          $   11.59          $    9.97

(1) See "-Non-GAAP Reconciliations" for a discussion of non-GAAP financial measures.

Revenues



For the three months ended June 30, 2021, revenues were $299.7 million, which
increased $100.5 million or 50.4% compared to the prior year period, primarily
driven by growth in earned premiums, net, and service and administrative fees in
our insurance business and net realized and unrealized gains in the 2021 period
compared to losses in the 2020 period.

For the six months ended June 30, 2021, revenues were $594.4 million, which increased $265.5 million, or 80.7% compared


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to the prior year period. In addition to the factors impacting quarterly revenues, improvement in mortgage volumes and margins led to increased realized gain on sale of mortgage loans for the six month period.



The combination of unearned premiums and deferred revenues on the condensed
consolidated balance sheet grew by $408.5 million, or 39.6%, from June 30, 2020
to June 30, 2021 as a result of Fortegra's growth in gross written premiums and
premium equivalents, primarily related to admitted and excess and surplus (E&S)
insurance lines as well as warranty service contracts.

The table below provides a break down between net realized and unrealized gains
and losses from Invesque and other securities which impacted our consolidated
results on a pre-tax basis. Many of our investments are carried at fair value
and marked to market through unrealized gains and losses. As a result, we expect
our earnings relating to these investments to be relatively volatile between
periods. Our fixed income securities are primarily marked to market through AOCI
in stockholders' equity and do not impact net realized and unrealized gains and
losses until they are sold.
                                                   Three Months Ended                     Six Months Ended
($ in thousands)                                        June 30,                              June 30,
                                                 2021               2020              2021               2020
Net realized and unrealized gains
(losses)(1)                                  $   3,397          $   6,211          $ 13,612          $ (18,580)
Net realized and unrealized gains (losses) -
Invesque                                     $     169          $ (11,891)

$ 16,812 $ (70,604)

(1) Excludes Invesque and Mortgage realized and unrealized gains and losses.

Net Income (Loss) Attributable to common stockholders



For the three months ended June 30, 2021, net income attributable to common
stockholders was $8.0 million, an increase of $4.2 million. For the six months
ended June 30, 2021, net income attributable to common stockholders was $36.6
million, an increase of $92.7 million from a net loss of $56.2 million for the
six months ended June 30, 2020, driven by the same factors which drove
improvements in revenue, partially offset by higher policy and contract
benefits, commission expense and premium taxes associated with higher insurance
volumes, higher incentive compensation costs related to the improved performance
and higher interest costs.

Adjusted net income & Adjusted return on average equity - Non-GAAP



Adjusted net income for the three months ended June 30, 2021 was $13.1 million,
an increase of $2.6 million, or 24.7%, from the three months ended June 30,
2020. For the three months ended June 30, 2021, adjusted return on average
equity was 13.1%, as compared to 12.2% at June 30, 2020, with the increase in
both metrics driven by improved performance in our insurance and shipping
operations.

Adjusted net income for the six months ended June 30, 2021 was $26.3 million, an
increase of $8.8 million, or 50.7%, from the six months ended June 30, 2020. For
the six months ended June 30, 2021, adjusted return on average equity was 13.5%,
as compared to 9.2% at June 30, 2020, with the increase in both metrics driven
by improved performance in our insurance and mortgage operations.

Adjusted EBITDA - Non-GAAP



Adjusted EBITDA for the three months ended June 30, 2021 was $26.6 million, an
increase of $9.1 million from 2020. Adjusted EBITDA for the six months ended
June 30, 2021 was $72.2 million, an increase of $125.3 million from 2020. The
improvement in both periods was substantially driven by realized and unrealized
gains in the 2021 periods compared to losses in the 2020 periods, in addition to
the improved operating performance noted above.

Book Value per share - Non-GAAP



Total stockholders' equity was $405.0 million as of June 30, 2021 compared to
$373.5 million as of December 31, 2020. In the six months ended June 30, 2021,
Tiptree returned $5.5 million to stockholders through share repurchases and
dividends paid. Book value per share for the period ended June 30, 2021 was
$11.59, an increase from book value per share of $9.97 as of June 30, 2020. The
key drivers of the increase over the past four quarters were net income per
share and the purchase of 1.6 million shares at a discount to book value
partially offset by dividends paid of $0.16 per share, and issuance of shares
related to warrants and vested subsidiary awards.

Results by Segment
We classify our business into two reportable segments, Insurance and Mortgage,
with the remainder of our operations aggregated into Tiptree Capital - Other.
Corporate activities include holding company interest expense, corporate
employee
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compensation and benefits, and other expenses, including, but not limited to,
public company expenses. For the three and six months ended June 30, 2021,
Mortgage has been broken out of Tiptree Capital as a reportable segment because
for the year ended December 31, 2020 it met the quantitative threshold for
disclosure. Prior year segments have been conformed to the current year
presentation.

The following tables present the components of Revenue, Income (loss) before taxes and Adjusted net income.



                                        Three Months Ended             Six Months Ended
($ in thousands)                             June 30,                      June 30,
                                       2021           2020           2021           2020
Revenues:
Insurance                           $ 252,255      $ 164,954      $ 474,818      $ 308,294
Mortgage                               25,272         28,812         59,766         45,032
Tiptree Capital - other                22,160          5,428         59,791        (24,461)
Corporate                                   -              -              -              -
Total revenues                      $ 299,687      $ 199,194      $ 594,375      $ 328,865

Income (loss) before taxes:
Insurance                           $  14,704      $  14,088      $  36,232      $ (13,029)
Mortgage                                5,775          7,405         18,852          6,315
Tiptree Capital - other                 2,620         (9,188)        17,614        (54,429)
Corporate                             (11,624)        (7,871)       (21,831)       (16,174)
Total income (loss) before taxes    $  11,475      $   4,434      $  50,867

$ (77,317)



Non-GAAP - Adjusted net income:
Insurance                           $  14,091      $   8,988      $  26,867      $  17,724
Mortgage                                4,059          7,427         11,524          7,623
Tiptree Capital - other                 2,064           (221)         2,631          3,070
Corporate                              (7,089)        (5,668)       (14,742)       (10,984)
Total adjusted net income (1)       $  13,125      $  10,526      $  26,280      $  17,433

(1) See "-Non-GAAP Reconciliations" for a discussion of non-GAAP financial measures.







Insurance

Our principal operating subsidiary, Fortegra, is a specialty insurance program
underwriter and service provider, which focuses on niche programs and
fee-oriented services. Our combination of specialty insurance underwriting,
warranty and service contract products, and related service solutions delivered
through a vertically integrated business model creates a blend of traditional
underwriting revenues, investment income and unregulated fee revenues. We are an
agent-driven business model, distributing our products through independent
insurance agents, consumer finance companies, online retailers, auto dealers,
and regional big box retailers to deliver products that complement the consumer
transaction.

The following tables present the Insurance segment results for the three and six months ended June 30, 2021 and 2020.


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Results of Operations - Three Months Ended June 30, 2021 compared to 2020



($ in thousands)                                                     Three Months Ended June 30,
                                                  2021               2020              Change              % Change
Revenues:
Earned premiums, net                          $ 176,958          $ 107,255          $  69,703                    65.0  %
Service and administrative fees                  63,700             42,865             20,835                    48.6  %
Ceding commissions                                3,080              4,535             (1,455)                  (32.1) %
Net investment income                             3,234              2,292                942                    41.1  %
Net realized and unrealized gains (losses)        2,824              5,635             (2,811)                  (49.9) %
Other revenue                                     2,459              2,372                 87                     3.7  %
Total revenues                                $ 252,255          $ 164,954          $  87,301                    52.9  %
Expenses:

Net losses and loss adjustment expenses $ 69,741 $ 36,458

        $  33,283                    91.3  %
Member benefit claims                            19,452             12,689              6,763                    53.3  %
Commission expense                               99,543             67,903             31,640                    46.6  %
Employee compensation and benefits               18,392             14,916              3,476                    23.3  %
Interest expense                                  4,525              3,582                943                    26.3  %
Depreciation and amortization                     4,407              2,630              1,777                    67.6  %
Other expenses                                   21,491             12,688              8,803                    69.4  %
Total expenses                                $ 237,551          $ 150,866          $  86,685                    57.5  %
Income (loss) before taxes (1)                $  14,704          $  14,088          $     616                     4.4  %

Key Performance Metrics:
Gross written premiums and premium
equivalents                                   $ 571,478          $ 318,942          $ 252,536                    79.2  %
Return on average equity                           16.2  %            16.2  %
Underwriting ratio                                 76.7  %            74.5  %
Expense ratio                                      15.5  %            17.6  %
Combined ratio                                     92.1  %            92.1  %

Non-GAAP Financial Measures (2):
Adjusted net income                           $  14,091          $   8,988          $   5,103                    56.8  %
Adjusted return on average equity                  20.1  %            12.9  %


(1) Net income was $11,370 for the three months ended June 30, 2021 compared to a net income of $11,303 for the three months ended June 30, 2020. (2) See "-Non-GAAP Reconciliations" for a discussion of non-GAAP financial measures.



Revenues

Earned Premiums, net

Earned premiums, net represent the earned portion of our gross written and
assumed premiums, less the earned portion that is ceded to third-party
reinsurers under our reinsurance agreements. Our insurance policies generally
have a term of six months to seven years depending on the underlying product and
premiums are earned pro rata over the term of the policy. At the end of each
reporting period, premiums written but not earned are classified as unearned
premiums and are earned in subsequent periods over the remaining term of the
policy.

Service and Administrative Fees



Service and administrative fees represent the earned portion of our gross
written premiums and premium equivalents, which is generated from non-insurance
programs including warranty service contracts, motor club programs and other
services offered as part of our vertically integrated product offerings. Such
fees are typically positively correlated with transaction volume and are
recognized as revenue when realized and earned. At the end of each reporting
period, gross written premiums and premium equivalents written for service
contracts not earned are classified as deferred revenue, which are earned in
subsequent periods over the remaining term of the policy.

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Ceding Commissions and Other Revenue



Ceding commissions and other revenue consists of commissions earned on policies
written on behalf of third-party insurance companies with no exposure to the
insured risk and certain fees earned in conjunction with underwriting policies.
Other revenue also includes the interest income earned on our premium finance
product offering.

Net Investment Income

We earn investment income on our portfolio of invested assets. Our invested
assets are primarily comprised of fixed maturity securities, and may also
include cash and cash equivalents and equity securities. The principal factors
that influence net investment income are the size of our investment portfolio,
the yield on that portfolio and expenses due to external investment managers.

Net Realized and Unrealized Gains (Losses)



Net realized and unrealized gains (losses) on investments are a function of the
difference between the amount received by us on the sale of a security and the
security's cost-basis, as well as any "other-than-temporary" impairments and
allowances for credit losses which are recognized in earnings. In addition, we
carry our equity securities at fair value with unrealized gains and losses
included in this line.

Revenues - Three Months Ended June 30, 2021 compared to 2020



For the three months ended June 30, 2021, total revenues increased 52.9%, to
$252.3 million, as compared to $165.0 million for the three months ended
June 30, 2020. Earned premiums, net of $177.0 million increased $69.7 million,
or 65.0%, driven by growth in commercial, credit and warranty insurance
programs. Service and administrative fees of $63.7 million increased by 48.6%
driven by growth in warranty and consumer goods service contract revenues.
Ceding commissions of $3.1 million decreased by $1.5 million, or 32.1%, driven
by lower fees associated with higher premium retention in certain credit
insurance and collateral protection programs. Other revenues increased by $0.1
million, or 3.7%, driven by growth in our premium and warranty finance programs.

For the three months ended June 30, 2021, 27.4% of our revenues were derived
from fees that were not solely dependent upon the underwriting performance of
our insurance products, resulting in more diversified earnings. For the three
months ended June 30, 2021, 80.9% of our fee-based revenues were generated in
non-regulated service companies, with the remainder in our regulated insurance
companies.

For the three months ended June 30, 2021, net investment income was $3.2 million
as compared to $2.3 million in the prior year period, primarily driven by growth
in investments. Net realized and unrealized gains were $2.8 million, a decrease
of $2.8 million.

Expenses

Underwriting and fee expenses under insurance and warranty service contracts include losses and loss adjustment expenses, member benefit claims and commissions expense.

Net Losses and Loss Adjustment Expenses



Net losses and loss adjustment expenses represent actual insurance claims paid,
changes in unpaid claim reserves, net of amounts ceded and the costs of
administering claims for insurance lines. Incurred claims are impacted by loss
frequency, which is a measure of the number of claims per unit of insured
exposure, and loss severity, which is based on the average size of claims. Loss
occurrences in our insurance products are characterized by low severity and high
frequency. Factors affecting loss frequency and loss severity include the volume
of underwritten contracts, changes in claims reporting patterns, claims
settlement patterns, judicial decisions, economic conditions, morbidity patterns
and the attitudes of claimants towards settlements, and original pricing of the
product for purposes of the loss ratio in relation to loss emergence over time.
Losses and loss adjustment expenses are based on an actuarial analysis of the
estimated losses, including losses incurred during the period and changes in
estimates from prior periods.

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Member Benefit Claims



Member benefit claims represent the costs of services and replacement devices
incurred in warranty and motor club service contracts. Member benefit claims
represent claims paid on behalf of contract holders directly to third-party
providers for roadside assistance and for the repair or replacement of covered
products. Claims can also be paid directly to contract holders as a
reimbursement payment, provided supporting documentation of loss is submitted to
the Company. Claims are recognized as expense when incurred.

Commission Expense



Commission expenses reflect commissions we pay retail agents, program
administrators and managing general underwriters, net of ceding commissions we
receive on business ceded under certain reinsurance contracts. Commission
expenses related to each policy we write are deferred and amortized to expense
in proportion to the premium earned over the policy life. Commission expense is
incurred on most product lines. The majority of commissions are retrospective
commissions paid to agents, distributors and retailers selling our products,
including credit insurance policies, warranty service contracts and motor club
memberships. When claims increase, in most cases our distribution partners bear
the risk through a reduction in their retrospective commissions. Commission
rates are, in many cases, set by state regulators, such as in credit and
collateral protection programs and are also impacted by market conditions and
the retention levels of our distribution partners.

Operating and Other Expenses



Operating and other expenses represent the general and administrative expenses
of our insurance operations including employee compensation and benefits and
other expenses, including, technology costs, office rent, and professional
services fees, such as legal, accounting and actuarial services.

Interest Expense

Interest expense consists primarily of interest expense on our corporate revolving debt, our Notes, our preferred trust securities due June 15, 2037 (Preferred Trust Securities) and asset-based debt for our premium finance and warranty service contract financing, which is non-recourse to Fortegra.

Depreciation and Amortization



Depreciation expense is primarily associated with furniture, fixtures and
equipment. Amortization expense is primarily associated with purchase accounting
amortization including values associated with acquired customer relationships,
trade names and internally developed software and technology.

Expenses - Three Months Ended June 30, 2021 compared to 2020



For the three months ended June 30, 2021, net losses and loss adjustment
expenses were $69.7 million, member benefit claims were $19.5 million and
commission expense was $99.5 million, as compared to $36.5 million, $12.7
million and $67.9 million, respectively, for the three months ended June 30,
2020. The increases in net losses and loss adjustment expenses of $33.3 million,
or 91.3%, and member benefit claims of $6.8 million, or 53.3%, were driven by
growth in our U.S. Insurance and U.S. Warranty Solutions programs. Commission
expense increased by $31.6 million, or 46.6%, driven by growth in revenues and
an increase in retrospective commission payments, which were partially offset by
lower proportional net losses and loss adjustment expenses.

For the three months ended June 30, 2021, employee compensation and benefits
were $18.4 million and other expenses were $21.5 million, as compared to $14.9
million and $12.7 million, respectively, for the three months ended June 30,
2020. Employee compensation and benefits increased by $3.5 million, or 23.3%,
driven by the acquisition of Sky Auto and investments in human capital
associated with our growth objectives in admitted, E&S and warranty programs.
Other expenses increased by $8.8 million, or 69.4%, driven primarily by
increased marketing and advertising costs aligned with growth in revenues from
Sky Auto, increases in premium taxes, which grew in line with written premiums,
and $1.8 million of non-recurring professional and audit fees associated with
preparation of the registration statement for the potential Fortegra initial
public offering in 2021 (which registration statement has been withdrawn).

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For the three months ended June 30, 2021, interest expense was $4.5 million as
compared to $3.6 million for the three months ended June 30, 2020. The increase
in interest expense of $0.9 million, or 26.3%, was primarily driven by higher
outstanding revolving credit borrowings and increased asset-based debt for our
premium and warranty finance programs.

For the three months ended June 30, 2021, depreciation and amortization expense
was $4.4 million, including $3.8 million of intangible amortization related to
purchase accounting associated with the acquisitions of Fortegra, Smart AutoCare
and Sky Auto, as compared to $2.6 million, including $2.5 million of intangible
amortization from purchase accounting related to Fortegra and Smart AutoCare for
2020.


Results of Operations - Six Months Ended June 30, 2021 compared to 2020



($ in thousands)                                                       Six Months Ended June 30,
                                                   2021                2020              Change              % Change
Revenues:
Earned premiums, net                          $   323,877          $ 228,576          $  95,301                    41.7  %
Service and administrative fees                   121,750             86,589             35,161                    40.6  %
Ceding commissions                                  6,105             11,060             (4,955)                  (44.8) %
Net investment income                               6,001              5,780                221                     3.8  %
Net realized and unrealized gains (losses)         12,496            (27,968)            40,464                        NM%
Other revenue                                       4,589              4,257                332                     7.8  %
Total revenues                                $   474,818          $ 308,294          $ 166,524                    54.0  %
Expenses:
Net losses and loss adjustment expenses       $   119,992             82,434          $  37,558                    45.6  %
Member benefit claims                              36,375             27,589              8,786                    31.8  %
Commission expense                                188,188            138,304             49,884                    36.1  %
Employee compensation and benefits                 37,481             31,958              5,523                    17.3  %
Interest expense                                    8,829              7,230              1,599                    22.1  %
Depreciation and amortization                       8,598              4,900              3,698                    75.5  %
Other expenses                                     39,123             28,908             10,215                    35.3  %
Total expenses                                $   438,586          $ 321,323          $ 117,263                    36.5  %
Income (loss) before taxes (1)                $    36,232          $ (13,029)         $  49,261                        NM%

Key Performance Metrics:
Gross written premiums and premium
equivalents                                   $ 1,076,479          $ 711,353          $ 365,126                    51.3  %
Return on average equity                             19.4  %            (5.9) %
Underwriting ratio                                   75.5  %            75.1  %
Expense ratio                                        16.3  %            17.7  %
Combined ratio                                       91.8  %            92.9  %

Non-GAAP Financial Measures (2):
Adjusted net income                           $    26,867          $  17,724          $   9,143                    51.6  %
Adjusted return on average equity                    18.3  %            

12.8 %

(1) Net income was $28,469 for the six months ended June 30, 2021 compared to a net loss of $8,151 for the six months ended June 30, 2020. (2) See "-Non-GAAP Reconciliations" for a discussion of non-GAAP financial measures.

Revenues - Six Months Ended June 30, 2021 compared to 2020



For the six months ended June 30, 2021, total revenues increased 54.0%, to
$474.8 million, as compared to $308.3 million for the six months ended June 30,
2020. Earned premiums, net of $323.9 million increased $95.3 million, or 41.7%,
driven by growth in commercial, credit and warranty insurance programs. Service
and administrative fees of $121.8 million increased by 40.6% driven by growth in
warranty and consumer goods service contract revenues. Ceding commissions of
$6.1 million decreased by $5.0 million, or 44.8%, driven by lower fees
associated with increased premium retention in certain credit insurance and
collateral protection programs. Other revenues increased by $0.3 million, or
7.8%, driven by growth in our premium and warranty finance programs.

For the six months ended June 30, 2021, 27.9% of our revenues were derived from fees that were not solely dependent upon


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the underwriting performance of our insurance products, resulting in more diversified earnings. For the six months ended June 30, 2021, 80.9% of our fee-based revenues were generated in non-regulated service companies, with the remainder in our regulated insurance companies.



For the six months ended June 30, 2021, net investment income was $6.0 million
as compared to $5.8 million in the prior year period, driven by growth in
investments, partially offset by lower interest rates. Net realized and
unrealized gains were $12.5 million, an increase of $40.5 million, driven
primarily by realized and unrealized gains on equity securities in the 2021
period, as compared to losses on equity securities and other investments in the
2020 period.

Expenses - Six Months Ended June 30, 2021 compared to 2020



For the six months ended June 30, 2021, net losses and loss adjustment expenses
were $120.0 million, member benefit claims were $36.4 million and commission
expense was $188.2 million, as compared to $82.4 million, $27.6 million and
$138.3 million, respectively, for the six months ended June 30, 2020. The
increases in net losses and loss adjustment expenses of $37.6 million, or 45.6%,
and member benefit claims of $8.8 million, or 31.8%, were driven by growth in
our U.S. Insurance, U.S. Warranty Solutions and Europe Warranty Solutions
programs. Commission expense increased by $49.9 million, or 36.1%, driven by
growth in revenues and an increase in retrospective commission payments, which
were partially offset by lower proportional net losses and loss adjustment
expenses.

For the six months ended June 30, 2021, employee compensation and benefits were
$37.5 million and other expenses were $39.1 million, as compared to $32.0
million and $28.9 million, respectively, for the six months ended June 30, 2020.
Employee compensation and benefits increased by $5.5 million, or 17.3%, driven
by the acquisition of Sky Auto and investments in human capital associated with
our growth objectives in admitted, E&S and warranty programs. Other expenses
increased by $10.2 million, or 35.3%, driven primarily by increased marketing
and advertising costs aligned with growth in revenues from Sky Auto, and
increases in premium taxes, which grew in line with written premiums. Other
expenses were elevated by $2.1 million and $2.2 million for the six months ended
June 30, 2021 and 2020, respectively, related to non-recurring professional and
audit fees associated with preparation of the registration statement for the
potential Fortegra initial public offering in 2021 (which registration statement
has been withdrawn), and investment banking and legal expenses for our
acquisition of Smart AutoCare in 2020.

For the six months ended June 30, 2021, interest expense was $8.8 million as
compared to $7.2 million for the six months ended June 30, 2020. The increase in
interest expense of $1.6 million, or 22.1%, was primarily driven by higher
outstanding revolving credit borrowings and increased asset-based debt for our
premium and warranty finance programs.

For the six months ended June 30, 2021, depreciation and amortization expense
was $8.6 million, including $7.7 million of intangible amortization related to
purchase accounting associated with the acquisitions of Fortegra, Smart AutoCare
and Sky Auto, as compared to $4.9 million, including $4.7 million of intangible
amortization from purchase accounting related to Fortegra and Smart AutoCare for
2020.



Key Performance Metrics

We discuss certain key performance metrics, described below, which provide useful information about our business and the operational factors underlying our financial performance.

Gross Written Premiums and Premium Equivalents



Gross written premiums and premium equivalents represent total gross written
premiums from insurance policies and warranty service contracts issued, as well
as premium finance volumes during a reporting period. They represent the volume
of insurance policies written or assumed and warranty service contracts issued
during a specific period of time without reduction for policy acquisition costs,
reinsurance costs or other deductions. Gross written premiums is a volume
measure commonly used in the insurance industry to compare sales performance by
period. Premium equivalents are used to compare sales performance of warranty
service and administrative contract volumes to gross written premiums. Investors
also use these measures to compare sales growth among comparable companies,
while management uses these measures to evaluate the relative performance of
various sales channels.

The below table shows gross written premiums and premium equivalents by business mix for the three and six months ended June 30, 2021 and 2020.


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                                Three Months Ended              Six Months Ended
($ in thousands)                     June 30,                       June 30,

                               2021           2020            2021            2020
U.S. Insurance              $ 364,859      $ 193,705      $   703,018      $ 439,674
U.S. Warranty Solutions       182,908        116,767          333,694        250,104
Europe Warranty Solutions      23,711          8,470           39,767         21,575
Total                       $ 571,478      $ 318,942      $ 1,076,479      $ 711,353



Total gross written premiums and premium equivalents for the six months ended
June 30, 2021 were $1,076.5 million as compared to $711.4 million in 2020. The
growth of $365.1 million, or 51.3%, is driven by a combination of factors
including growing our distribution partner network, expanding our admitted and
E&S insurance lines, and increasing penetration through our recent warranty
acquisitions of Smart AutoCare (January 2020) and Sky Auto (December 2020).
Additionally, certain distribution partners were impacted by COVID-19 shutdowns
in the second quarter 2020, providing for a more favorable period over period
comparison.

For the six months ended June 30, 2021, U.S. Insurance increased by $263.3
million, or 59.9%, driven by growth in commercial, credit, collateral protection
and warranty insurance lines. For the six months ended June 30, 2021, U.S.
Warranty Solutions increased by $83.6 million, or 33.4%, driven by growth in
auto and consumer goods service contracts, including the acquisition of Sky
Auto. Europe Warranty Solutions increased by $18.2 million, or 84.3%, driven by
growth in auto and consumer goods warranty programs.

The growth in gross written premiums and premium equivalents, combined with
higher retention in select products for June 30, 2021, has resulted in an
increase of $408.5 million, or 39.6%, in unearned premiums and deferred revenue
on the condensed consolidated balance sheets as compared to June 30, 2020. As of
June 30, 2021, unearned premiums and deferred revenues were $1,441.1 million, as
compared to $1,032.6 million as of June 30, 2020.

Combined Ratio, Underwriting Ratio and Expense Ratio



Combined ratio is an operating measure, which equals the sum of the underwriting
ratio and the expense ratio. Underwriting ratio is the ratio of the GAAP line
items net losses and loss adjustment expenses, member benefit claims and
commission expense to earned premiums, net, service and administrative fees and
ceding commissions and other revenue. Expense ratio is the ratio of the GAAP
line items employee compensation and benefits and other underwriting, general
and administrative expenses to earned premiums, net, service and administrative
fees and ceding commissions and other revenue.

A combined ratio under 100% generally indicates an underwriting profit. A
combined ratio over 100% generally indicates an underwriting loss. These ratios
are commonly used in the insurance industry as a measure of underwriting
profitability, excluding earnings on the insurance portfolio. Investors commonly
use these measures to compare underwriting performance among companies separate
from the performance of the investment portfolio. Management uses these measures
to compare the profitability of various products we underwrite as well as
profitability among programs of our various agents and sales channels.

The combined ratio was 91.8% for the six months ended June 30, 2021, which
consisted of an underwriting ratio of 75.5% and an expense ratio of 16.3%, as
compared to 92.9%, 75.1% and 17.7%, respectively, for the six months ended June
30, 2020. The improvement in the combined ratio year over year is primarily
driven by the continued scalability of our technology and shared service
platform, decreasing our expense ratio.

Return on Average Equity

Return on average equity is expressed as the ratio of net income to average stockholders' equity during the period. Management uses this ratio as a measure of the on-going performance of the totality of the Company's operations.



Return on average equity was 19.4% for the six months ended June 30, 2021, as
compared to (5.9)% for the six months ended June 30, 2020, with the increase in
net income and annualized return on average equity driven operationally by
revenue growth and an improved combined ratio, in addition to net realized and
unrealized gains in the 2021 period compared to net realized and unrealized
losses in the 2020 period.

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Non-GAAP Financial Measures

Underwriting and Fee Revenues and Underwriting and Fee Margin - Non-GAAP(1)



In order to better explain to investors the underwriting performance of the
Company's programs and the respective retentions between the Company and its
agents and reinsurance partners, we use the non-GAAP metrics - underwriting and
fee revenues and underwriting and fee margin. We generally manage our exposure
to the risks we underwrite using both reinsurance (e.g., quota share and excess
of loss) and retrospective commission agreements with our agents (e.g.,
commissions paid are adjusted based on the actual underlying losses incurred),
which mitigate our risk. Period-over-period comparisons of revenues and expenses
are often impacted by the agents and their PORC's choice as to their risk
retention appetite, specifically earned premiums, net, service and
administration fees, ceding commissions, and other revenue, all components of
revenue, and losses and loss adjustment expenses, member benefit claims, and
commissions paid to our agents and reinsurers. Generally, when losses are
incurred, the risk which is retained by our agents and reinsurers is reflected
in a reduction in commissions paid.

Underwriting and fee revenues represents total revenues excluding net investment
income, net realized and unrealized gains (losses). See "-Non-GAAP
Reconciliations" for a reconciliation of underwriting and fee revenues to total
revenues in accordance with GAAP.

Underwriting and fee margin represents income before taxes excluding net
investment income, net realized and unrealized gains (losses), employee
compensation and benefits, other expenses, interest expense and depreciation and
amortization. We deliver our products and services on a vertically integrated
basis to our agents. As such, underwriting and fee margin exclude general and
administrative expenses, interest income, depreciation and amortization and
other corporate expenses, including income taxes, as these corporate expenses
support our vertically integrated delivery model and are not specifically
supporting any individual business line. See "-Non-GAAP Reconciliations" for a
reconciliation of underwriting and fee margin to total revenues in accordance
with GAAP.

The below table shows underwriting and fee revenues and underwriting and fee margin by business mix for the three and six months ended June 30, 2021 and 2020.


                                                                      Three 

Months Ended June 30,


                                                                                             Underwriting and Fee
($ in thousands)                                     Underwriting and Fee Revenues (1)            Margin (1)
                                                          2021                 2020                        2021              2020
U.S. Insurance                                       $    179,230          $ 115,460                    $ 34,617          $ 23,694
U.S. Warranty Solutions                                    56,015             37,319                      21,360            14,491
Europe Warranty Solutions                                  10,952              4,248                       1,484             1,792
Total                                                $    246,197          $ 157,027                    $ 57,461          $ 39,977

(1) See "-Non-GAAP Reconciliations" for a discussion of non-GAAP financial measures.




Underwriting and fee revenues were $246.2 million for the three months ended
June 30, 2021 as compared to $157.0 million for the three months ended June 30,
2020. Total underwriting and fee revenues increased $89.2 million, or 56.8%,
driven by growth in U.S. Insurance, U.S. Warranty Solutions and Europe Warranty
Solutions. The increase in U.S. Insurance was $63.8 million, or 55.2%, driven by
growth in commercial, credit and warranty insurance programs. The increase in
U.S. Warranty Solutions was $18.7 million, or 50.1%, driven by growth in auto,
consumer goods, and premium and warranty finance programs, including the
acquisition of Sky Auto. Europe Warranty Solutions increased by $6.7 million, or
157.8%, driven by growth in auto and consumer goods warranty programs.

Underwriting and fee margin was $57.5 million for the three months ended June
30, 2021 as compared to $40.0 million for the three months ended June 30, 2020.
Total underwriting and fee margin increased $17.5 million, or 43.7%, driven by
growth across U.S. Insurance and U.S. Warranty Solutions. U.S. Insurance
underwriting ratio of 80.7% increased by 1.2% driven by change in business mix.
U.S. Warranty Solutions underwriting ratio of 61.9% remained stable period over
period.
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                                                                      Six 

Months Ended June 30,


                                                      Underwriting and Fee Revenues        Underwriting and Fee
($ in thousands)                                                   (1)                          Margin (1)
                                                         2021                2020                        2021              2020
U.S. Insurance                                       $  329,043          $ 246,690                   $  64,807          $ 50,177
U.S. Warranty Solutions                                 107,134             74,980                      41,998            28,224
Europe Warranty Solutions                                20,144              8,812                       4,961             3,754
Total                                                $  456,321          $ 330,482                   $ 111,766          $ 82,155

(1) See "-Non-GAAP Reconciliations" for a discussion of non-GAAP financial measures.




Underwriting and fee revenues were $456.3 million for the six months ended June
30, 2021 as compared to $330.5 million for the six months ended June 30, 2020.
Total underwriting and fee revenues increased $125.8 million, or 38.1%, driven
by growth in U.S. Insurance, U.S. Warranty Solutions and Europe Warranty
Solutions. The increase in U.S. Insurance was $82.4 million, or 33.4%, driven by
growth in commercial, credit and warranty insurance programs. The increase in
U.S. Warranty Solutions was $32.2 million, or 42.9%, driven by growth in auto,
consumer goods, and premium and warranty finance programs, including the Sky
Auto acquisition. Europe Warranty Solutions increased by $11.3 million, or
128.6%, driven by growth in auto and consumer goods warranty programs.

Underwriting and fee margin was $111.8 million for the six months ended June 30,
2021 as compared to $82.2 million for the six months ended June 30, 2020. Total
underwriting and fee margin increased $29.6 million, or 36.0%, driven by growth
across all business lines. U.S. Insurance underwriting ratio of 80.3% increased
by 0.6% driven by change in mix of business. U.S. Warranty Solutions
underwriting ratio of 60.8% decreased by 1.6% driven by the impact to margin
from our acquisition of Sky Auto. Europe Warranty Solutions underwriting ratio
of 75.4% increased by 18.0% as the growing book of business normalized.

Adjusted Net Income and Adjusted Return on Average Equity



Adjusted net income represents income before taxes, less provision (benefit) for
income taxes, and excluding the after-tax impact of various expenses that we
consider to be unique and non-recurring in nature, including merger and
acquisition related expenses, stock-based compensation, net realized and
unrealized gains (losses), and intangibles amortization associated with purchase
accounting.

Adjusted return on average equity represents adjusted net income expressed on an
annualized basis as a percentage of average beginning and ending stockholders'
equity during the period.

Management uses both these measures for executive compensation and as a measure
of the on-going performance of our operations. See "-Non-GAAP Reconciliations"
for a reconciliation of adjusted net income and adjusted return on average
equity to income before taxes and adjusted return on average equity.

For the three months ended June 30, 2021, adjusted net income and adjusted
return on average equity were $14.1 million and 20.1%, respectively, as compared
to $9.0 million and 12.9%, respectively, for the three months ended June 30,
2020. The improvement in both metrics was driven by the growth in underwriting
and fee revenues.

For the six months ended June 30, 2021, adjusted net income and adjusted return
on average equity were $26.9 million and 18.3%, respectively, as compared to
$17.7 million and 12.8%, respectively, for the six months ended June 30, 2020.
The improvement in both metrics was driven by the growth in underwriting and fee
revenues in addition to a 1.1 percentage point improvement in the combined
ratio.

Net Investment Income and Net Realized and Unrealized Gains (Losses) on Investments



Our insurance investment portfolio includes investments held in statutory
insurance companies and in unregulated entities. The portfolios held in
statutory insurance companies are subject to different regulatory
considerations, including with respect to types of assets, concentration limits,
affiliate transactions and the use of leverage. Our investment strategy is
designed to achieve attractive risk-adjusted returns across select asset
classes, sectors and geographies while maintaining adequate liquidity to meet
our claims payment obligations. As such, volatility from realized and unrealized
gains and losses may
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impact period-over-period performance. Unrealized gains and losses on equity
securities and loans held at fair value impact current period net income, while
unrealized gains and losses on AFS securities impact AOCI.

Our net investment income includes interest and dividends, net of investment
expenses, on our invested assets. We report net realized and unrealized gains
and losses on our investments separately from our net investment income.

For the three months ended June 30, 2021, net investment income was $3.2 million
as compared to $2.3 million in the prior year period, driven by growth in
investments. Net realized and unrealized gains were $2.8 million, a decrease of
$2.8 million, driven by reduced realized and unrealized gains on equity
securities in the 2021 period as compared to the 2020 period.

For the six months ended June 30, 2021, net investment income was $6.0 million
as compared to $5.8 million in the prior year period, driven by growth in
investments, partially offset by lower interest rates. Net realized and
unrealized gains were $12.5 million, an increase of $40.5 million, driven by
realized and unrealized gains on equity securities in the 2021 period, as
compared to losses on equity securities and other investments in the 2020
period.


Tiptree Capital

Tiptree Capital consists of our Mortgage segment, which includes the operating
results of Reliance, our mortgage business, and Tiptree Capital - Other, which
consists of our other non-insurance operating businesses and investments. As of
June 30, 2021, Tiptree Capital - Other includes our Invesque shares, maritime
transportation operations, and the mortgage operations of Luxury, which is
classified as held for sale on our balance sheet.

Mortgage



Through our Mortgage operating subsidiary, Reliance, we originate, sell,
securitize and service one-to-four-family, residential mortgage loans, comprised
of conforming mortgage loans, Federal Housing Administration ("FHA"), Veterans
Administration ("VA"), United States Department of Agriculture ("USDA"), and to
a lesser extent, non-agency jumbo prime.

We are an approved seller/servicer for Federal National Mortgage Association
("Fannie Mae") and Federal Home Loan Mortgage Corporation ("Freddie Mac"). The
Company is also an approved issuer and servicer for Government National Mortgage
Association ("GNMA" or "Ginnie Mae"). The Company originates residential
mortgage loans through its retail distribution channel (directly to consumers)
in 37 states as of the year ended December 31, 2020.

The following tables present the Mortgage segment results for the three and six months ended June 30, 2021 and 2020.


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Results of Operations
                                                 Three Months Ended             Six Months Ended
($ in thousands)                                      June 30,                      June 30,
                                                2021           2020           2021           2020
Revenues:
Net realized and unrealized gains (losses)   $ 20,726       $ 25,129       $ 50,803       $ 37,843
Other revenue                                   4,546          3,683          8,963          7,189
Total revenues                               $ 25,272       $ 28,812       $ 59,766       $ 45,032
Expenses:
Employee compensation and benefits           $ 13,125       $ 15,847       $ 28,467       $ 27,347
Interest expense                                  263            217            561            640
Depreciation and amortization                     227            241            452            476
Other expenses                                  5,882          5,102         11,434         10,254
Total expenses                               $ 19,497       $ 21,407       $ 40,914       $ 38,717
Income (loss) before taxes                   $  5,775       $  7,405       $ 18,852       $  6,315

Key Performance Metrics:
Return on average equity                         24.4  %        61.8  %        42.8  %        27.5  %

Non-GAAP Financial Measures (1):
Adjusted net income                          $  4,059       $  7,427       $ 11,524       $  7,623
Adjusted return on average equity                22.4  %        81.1  %     

34.3 % 41.3 %

(1) See "Non-GAAP Reconciliations" for a discussion of non-GAAP financial measures.

Revenues

Net Realized and Unrealized Gains (Losses)



Net realized and unrealized gains (losses) include gains on sale of mortgage
loans and the fair value adjustment in mortgage servicing rights. Gains on the
sale of mortgage loans represent the difference between the selling price and
carrying value of loans sold and are recognized upon settlement. Such gains also
include the changes in fair value of loans held for sale and loan-related hedges
and derivatives. We transfer the risk of loss or default to the loan purchaser,
however, in some cases we are required to indemnify purchasers for losses
related to non-compliance with borrowers' creditworthiness and collateral
requirements. Because of this, we recognize gains on sale net of required
indemnification and premium recapture reserves. The fair value adjustment on
mortgage servicing rights represents fair value adjustments considering
estimated prepayments and other factors associated with changes in interest
rates, plus actual run-off in the servicing portfolio. We report these
adjustments separate from servicing income and servicing expense.

Other Revenue



Other revenue includes loan origination fees, interest income, and mortgage
servicing income. Loan origination fees are earned as mortgage loans are funded.
Servicing fees are earned over the life of the loan. Interest income includes
interest earned on loans held for sale and interest income on bank balances and
short-term investments.

Revenues - Three and Six Months Ended June 30, 2021 compared to 2020



For the three months ended June 30, 2021, we funded $375.9 million of loans,
compared to $433.5 million for 2020, a decrease of $57.5 million, or 13.3%. The
decrease in origination volumes is primarily attributed to higher interest rates
in the three months ended June 30, 2021 compared to 2020. Gain on sale margins
decreased to 5.6% for the three months ended June 30, 2021, down approximately
130 basis points from 6.9% for the three months ended June 30, 2020. Net
realized and unrealized gains (losses) for the three months ended June 30, 2021
were $20.7 million, compared to $25.1 million for 2020, a decrease of $4.4
million or 17.5%. The primary drivers of the decreased gains on sale revenues
were decreases in origination volumes and gains on sale margins, relative to the
second quarter of 2020, partially offset by positive fair value adjustments in
our mortgage servicing rights of $0.6 million as interest rates increased in the
second quarter 2021. Other revenue for the three months ended June 30, 2021 was
$4.5 million, compared to $3.7 million for 2020, an increase of $0.9 million or
23.4% driven by increased servicing fees associated with increased loans
serviced.

For the six months ended June 30, 2021, we funded $795.8 million of loans,
compared to $746.2 million for 2020, an increase of $49.6 million, or 6.6%. The
increase in origination volumes is primarily attributed to the lower interest
rate environment and rising home prices in the six months ended June 30, 2021
compared to 2020. Gain on sale margins also
                                       15
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increased to 5.8% for the six months ended June 30, 2021, up approximately 10
basis points from 5.7% for the six months ended June 30, 2020. Net realized and
unrealized gains (losses) for the six months ended June 30, 2021 were $50.8
million, compared to $37.8 million for 2020, an increase of $13.0 million or
34.2%. The primary drivers of increased gain on sale revenues were increases in
origination volumes and gains on sale margins versus the first half of 2020, in
addition to positive fair value adjustments in our mortgage servicing rights of
$4.0 million as interest rates increased from year-end 2020. Other revenue for
the six months ended June 30, 2021 was $9.0 million, compared to $7.2 million
for 2020, an increase of $1.8 million or 24.7% driven by increased loan
origination volumes as compared to the first half of 2020 and higher servicing
fees from an increase in loans serviced.

Expenses

Employee Compensation and Benefits

Employee compensation and benefits includes salaries, commissions, benefits, bonuses, other incentive compensation and related taxes for employees. Commissions expense for sales staff generally varies with loan origination volumes.

Interest Expense



Interest expense represents borrowing costs under our warehouse and other credit
facilities used primarily to fund loan originations. Amortization of deferred
financing costs, including commitment fees, is included in interest expense.

Depreciation and Amortization

Depreciation expense is mainly associated with furniture, fixtures and equipment while amortization expense is primarily associated with a trade name and internally developed software.

Other Expenses

Other expenses include loan origination expenses, namely, leads, appraisals, credit reporting and licensing fees, general and administrative expenses, including office rent, insurance, legal, consulting and payroll processing expenses, and servicing expense.

Expenses - Three and Six Months Ended June 30, 2021 compared to 2020



For the three months ended June 30, 2021, employee compensation and benefits was
$13.1 million, compared to $15.8 million in 2020, a decrease of $2.7 million or
17.2%. This decrease was driven primarily by reduced commissions on lower
origination volumes, in addition to decreased incentive compensation. For the
three months ended June 30, 2021, interest expense was $0.3 million compared to
$0.2 million in 2020. For the three months ended June 30, 2021 and 2020,
depreciation and amortization expense was $0.2 million. For the three months
ended June 30, 2021, other expenses were $5.9 million compared to $5.1 million
in 2020, with the $0.8 million increase driven by increased loan origination
expenses, including marketing costs.

For the six months ended June 30, 2021, employee compensation and benefits was
$28.5 million, compared to $27.3 million in 2020, an increase of $1.1 million or
4.1%. This increase was driven primarily by increased commissions on higher
origination volumes. For the six months ended June 30, 2021 and 2020, interest
expense was $0.6 million. For the six months ended June 30, 2021 and 2020,
depreciation and amortization expense was 0.5 million. For the six months ended
June 30, 2021, other expenses were $11.4 million compared to $10.3 million in
2020 with the $1.1 million increase driven by increased loan origination
expenses, including marketing costs.

Income (loss) before taxes



Income before taxes for the three months ended June 30, 2021 was $5.8 million,
compared to income before taxes of $7.4 million in 2020. The primary driver of
the decline was lower volume and gain on sale margins as compared to the 2020
period.

Income before taxes for the six months ended June 30, 2021 was $18.9 million,
compared to income before taxes of $6.3 million in 2020. The primary driver of
the increase was the higher volume and gain on sale margins, in addition to
positive fair value adjustments on the mortgage servicing rights asset, as
compared to the six month 2020 period.

Tiptree Capital - Other

The following tables present a summary of Tiptree Capital - Other results for the three and six months ended June 30, 2021


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and 2020.

Results of Operations
                                                                        Three Months Ended June 30,
                                                                                                   Income (loss)
($ in thousands)                                                    Total revenue                  before taxes
                                                               2021                 2020                    2021             2020
Senior living (Invesque)                                 $       142             $ (9,833)               $   142          $ (9,833)
Maritime transportation                                        7,918                4,455                  1,994              (263)
Other (1)                                                     14,100               10,806                    484               908
Total                                                    $    22,160             $  5,428                $ 2,620          $ (9,188)


                                              Six Months Ended June 30,
($ in thousands)                 Total revenue              Income (loss) before taxes
                              2021          2020                                   2021          2020
Senior living (Invesque)   $ 13,908      $ (55,851)                             $ 13,908      $ (55,851)
Maritime transportation      13,617         11,701                                 2,507            903
Other (1)                    32,266         19,689                                 1,199            519
Total                      $ 59,791      $ (24,461)                             $ 17,614      $ (54,429)

(1) Includes our held for sale mortgage originator (Luxury), asset management, and certain intercompany elimination transactions.

Revenues

Tiptree Capital - Other earns revenues from the following sources: net interest
income; revenues on our held for sale mortgage originator; realized and
unrealized gains and losses on the Company's investment holdings (primarily
Invesque); and charter revenue from vessels within our maritime transportation
operations.

Revenues for the three months ended June 30, 2021 were $22.2 million compared to
revenues of $5.4 million for 2020. The primary driver of the change in revenues
was unrealized gains on Invesque in the 2021 period compared to unrealized
losses in the 2020 period, increased dry-bulk charter rates earned by our
maritime transportation business, and growth in mortgage gain on sale revenues
in our held for sale mortgage originator.

Revenues for the six months ended June 30, 2021 were $59.8 million compared to
negative revenues of $24.5 million for 2020. The primary driver of the change in
revenues for the six months ended June 30, 2021 was unrealized gains on Invesque
in the 2021 period compared to unrealized losses in the 2020 period, partially
offset by the suspension of its monthly dividend payment in April 2020,
increased dry-bulk charter rates earned by our maritime transportation business,
and growth in mortgage gain on sale revenues in our held for sale mortgage
originator.

Income (loss) before taxes



For the three months ended June 30, 2021, the income before taxes from Tiptree
Capital - Other was $2.6 million, compared to a loss before taxes of $9.2
million in 2020. The primary driver of the increase was unrealized gains in the
2021 period compared to losses in the 2020 period on our investment in Invesque.
Additionally, our maritime transportation business earned higher income before
taxes in 2021 than in 2020 due primarily to increased revenues from higher
dry-bulk charter rates.

The income before taxes from Tiptree Capital - Other for the six months ended
June 30, 2021 was $17.6 million, compared to a loss before taxes of $54.4
million in 2020. The primary driver of the increase was unrealized gains in the
2021 period compared to losses in the 2020 period on our investment in Invesque,
in addition to increased income before taxes in our maritime transportation
business due to a rise in dry-bulk charter rates.


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Adjusted net income - Non-GAAP(1)


                                 Three Months Ended              Six Months Ended
($ in thousands)                      June 30,                       June 30,
                                  2021             2020         2021          2020
Senior living (Invesque)   $         -           $    1      $       -      $ 2,001
Maritime transportation          2,050             (256)         2,571        1,061
Other                               14               34             60            8
Total                      $     2,064           $ (221)     $   2,631      $ 3,070

(1) See "-Non-GAAP Reconciliations" for a discussion of non-GAAP financial measures.



Adjusted net income decreased to $2.6 million for the six months ended June 30,
2021 compared to $3.1 million in 2020. The key drivers of the decrease were the
dividend income on our investment in Invesque which was discontinued in April
2020, partially offset by improvement in our maritime transportation business
from higher dry-bulk charter rates.


Corporate

The following table presents a summary of corporate results for the three and six months ended June 30, 2021 and 2020.



Results of Operations
                                              Three Months Ended            Six Months Ended
($ in thousands)                                   June 30,                     June 30,
                                              2021           2020          2021          2020
Employee compensation and benefits        $     1,769      $ 1,711      $  3,836      $  3,857
Employee incentive compensation expense         2,372        1,004         5,925         2,371
Interest expense                                2,558        2,688         5,122         4,681
Depreciation and amortization                     201          200           399           400
Other expenses                                  4,724        2,269         6,549         4,865
Total expenses                            $    11,624      $ 7,872      $ 21,831      $ 16,174


Corporate expenses include expenses of the holding company for interest expense,
employee compensation and benefits, and public company and other expenses.
Corporate employee compensation and benefits includes the expense of management,
legal and accounting staff. Other expenses primarily consisted of audit and
professional fees, insurance, office rent and other related expenses.

Employee compensation and benefits, including incentive compensation expense,
was $9.8 million for the six months ended June 30, 2021 compared to $6.2 million
for 2020, driven by an increase in performance related employee incentive
compensation. Interest expense for the six months ended June 30, 2021 was $5.1
million, up from $4.7 million in 2020, driven by a higher average outstanding
balance during the 2021 periods associated with our increased borrowing in
February 2020. As of June 30, 2021, the outstanding borrowing was $117.2 million
compared to $120.3 million at December 31, 2020. Other expenses of $6.5 million
increased by $1.7 million from the six months ended June 30, 2020 driven by $2.2
million of non-recurring professional and legal fees associated with preparation
of the registration statement for the potential Fortegra initial public offering
in 2021 (which registration statement has been withdrawn), compared to $0.4
million of non-recurring debt extinguishment fees associated with the
refinancing of our corporate credit facility in the prior year.

Provision for Income Taxes



The total income tax expense of $2.4 million for the three months ended June 30,
2021, and the total income tax benefit of $0.01 million for the three months
ended June 30, 2020 are reflected as components of net income (loss). For the
three months ended June 30, 2021, the Company's effective tax rate was equal to
21.2%. The effective rate for the three months ended June 30, 2021 was higher
than the U.S. federal statutory income tax rate of 21.0%, primarily from the
impact of state taxes, partially offset by the effect of foreign operations and
discrete items. For the three months ended June 30, 2020, the Company's
effective tax rate was equal to (0.1)%. The effective rate for the three months
ended June 30, 2020 was lower than the U.S. federal statutory income tax rate of
21.0% due to the effect of discrete items, including expected refunds arising
from the CARES Act.

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The total income tax expense of $11.2 million for the six months ended June 30,
2021, and the total income tax benefit of $21.2 million for the six months ended
June 30, 2020 are reflected as components of net income (loss). For the six
months ended June 30, 2021, the Company's effective tax rate was equal to 22.0%.
The effective rate for the six months ended June 30, 2021 was higher than the
U.S. federal statutory income tax rate of 21.0%, primarily from the impact of
state taxes, partially offset by the effect of foreign operations and discrete
items. For the six months ended June 30, 2020, the Company's effective tax rate
was equal to 27.4%. The effective rate for the six months ended June 30, 2020
was higher than the U.S. federal statutory income tax rate of 21.0%, primarily
from the impact of state taxes and other discrete items.

Balance Sheet Information



Tiptree's total assets were $3,211.6 million as of June 30, 2021, compared to
$2,995.8 million as of December 31, 2020. The $215.8 million increase in assets
is primarily attributable to the growth in our Insurance segment.

Total stockholders' equity was $405.0 million as of June 30, 2021, compared to
$373.5 million as of December 31, 2020, primarily driven by net income for six
months ended June 30, 2021, partially offset by stock repurchases and dividends.
As of June 30, 2021, there were 33,395,395 shares of common stock outstanding as
compared to 32,682,462 as of December 31, 2020.

The following table is a summary of certain balance sheet information:

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