NT 10-Q 1 tiptree-nt10q.htm NT 10-Q Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 001-33549
NOTIFICATION OF LATE FILING
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Check One):
¨
Form 10-K
 
¨
Form 11-K
 
¨
Form 20-F
 

ý
Form 10-Q
 
¨
Form N-SAR
 
¨
Form N-CSR
For Period Ended: March 31, 2017
 
 
 
 
 
 
¨
Transition Report on Form 10-K
 
¨
Transition Report on Form 10-Q
¨
Transition Report on Form 20-F
 
¨
Transition Report on Form N-SAR
¨
Transition Report on Form 11-K
 
 
 
For the Transition Period Ended: ____________________________________________________________________________
 
 
Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
______________________________________________________________________________________________________
Part I. Registrant Information
Full name of registrant: Tiptree Inc.

Former name if applicable: ________________________________________________________________________________

Address of principal executive office (Street and number): 780 Third Ave, 21st Floor
City, State and Zip Code: New York, NY 10017
Part II. Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
 
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
 
 
¨
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
 
 
 
 
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.










Part III. Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)
Tiptree Inc. (the “Company”) is unable to file, without unreasonable effort or expense, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (the “Form 10-Q”) by May 10, 2017, the original due date for such filing.
As previously disclosed in the Company’s Current Report on Form 8-K/A filed on May 10, 2017, following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “2016 10-K”), certain immaterial errors were identified in the financial statements and related disclosures in the 2016 10-K. The Company does not believe the immaterial errors have any impact on the financial statements included in our 2016 10-K. The Company’s process of evaluating the impact of the immaterial errors on internal control over financial reporting as of December 31, 2016 is not yet complete. As a result, the Company is unable to file the Form 10-Q for the quarter ended March 31, 2017 until such evaluation is complete.
                
Part IV. Other Information
(1)    Name and telephone number of person to contact in regard to this notification
 
 
 
 
 
 
Sandra Bell
 
212
 
446-1400
(Name)
 
(Area code)
 
(Telephone number)
(2)    Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s)
ý Yes    ¨ No




(3)    Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

¨ Yes    ý    No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
Certain statements contained in this Form 12b-25 constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 12b-25 that are not clearly historical in nature are forward-looking, and the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “should,” “target,” “will,” or similar expressions are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions. The forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecast in the forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to those described in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K, and as described in the Company’s other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date of this release. The factors described therein are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could affect our forward-looking statements. Consequently, our actual performance could be materially different from the results described or anticipated by our forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Except as required by the federal securities laws, we undertake no obligation to update any forward-looking statements.
 
 
Tiptree Inc.
(Name of registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.


 
 
 
 
 
 
 
Date:
May 10, 2017
 
 
By:
/s/ Sandra Bell
 
 
 
 
Name:
Sandra Bell
 
 
 
 
Title:
Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
 
 
ATTENTION
Intentional misstatements or omission of fact constitute Federal Criminal Violations (See 18 U.S. C. 1001).