UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2013           OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ____ to ____

Commission file number 001-35009

Fortegra Financial Corporation

(Exact name of Registrant as specified in its charter)

Delaware	58-1461399
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
10151 Deerwood Park Boulevard, Building 100, Suite 330 Jacksonville, FL	32256
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code:	(866)-961-9529

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes o No x

The number of outstanding shares of the registrant's Common Stock, $0.01 par value, outstanding as of October 31, 2013 was 20,888,639.

FORTEGRA FINANCIAL CORPORATION

QUARTERLY REPORT ON FORM 10-Q

September 30, 2013

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		Page Number
Item 1.	Financial Statements	3
	Consolidated Balance Sheets (Unaudited)	3
	Consolidated Statements of Income (Unaudited)	4
	Consolidated Statements of Comprehensive Income (Unaudited)	5
	Consolidated Statement of Stockholders' Equity (Unaudited)	6
	Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Consolidated Financial Statements (Unaudited)	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	52
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	70
Item 3.	Defaults Upon Senior Securities	70
Item 4.	Mine Safety Disclosures	70
Item 5.	Other Information	70
Item 6	Exhibits	70
Signatures		71
Exhibit Index		72

1

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q ("Form 10-Q") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are made in reliance upon the protections provided by such acts for forward-looking statements. Such statements are subject to risks and uncertainties. All statements other than statements of historical fact included in this Form 10-Q are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project,'' "plan," "intend," "believe," "may," "should," "can have," "will," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating results or financial performance or other events.

The forward-looking statements contained in this Form 10-Q are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read this Form 10-Q, you should not place undue reliance on the forward-looking statements and understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. We believe these factors include, but are not limited to, those described under ITEM 1A. RISK FACTORS and ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual results may vary materially from those projected in these forward-looking statements.

Any forward-looking statement made by us in this Form 10-Q speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

This Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2012 ("2012 Form 10-K") along with the Company's other filings with the Securities and Exchange Commission ("SEC").

PART I. FINANCIAL INFORMATION

Unless the context requires otherwise, references in this Form 10-Q to "Fortegra Financial," "Fortegra," "we," "us," "the Company" or similar terms refer to Fortegra Financial Corporation and its subsidiaries.

2

ITEM 1. FINANCIAL STATEMENTS

FORTEGRA FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS (Unaudited)

(All Amounts in Thousands Except Share and Per Share Amounts)

	At
	September 30, 2013			December 31, 2012
Assets:
Investments:
Fixed maturity securities available-for-sale, at fair value (amortized cost of $123,905 at September 30, 2013 and $107,095 at December 31, 2012)	$	122,760		$	110,641
Equity securities available-for-sale, at fair value (cost of $7,082 at September 30, 2013 and $6,082 at December 31, 2012)	6,372			6,220
Short-term investments	971			1,222
Total investments	130,103			118,083
Cash and cash equivalents	17,213			15,209
Restricted cash	28,792			31,142
Accrued investment income	1,006			1,235
Notes receivable, net	5,818			11,290
Accounts and premiums receivable, net	32,785			27,302
Other receivables	36,109			13,393
Reinsurance receivables	211,835			203,988
Deferred acquisition costs	67,529			59,320
Property and equipment, net	16,805			17,900
Goodwill	127,679			127,679
Other intangible assets, net	65,139			70,310
Income taxes receivable	—			2,919
Other assets	9,062			7,667
Total assets	$	749,875		$	707,437
Liabilities:
Unpaid claims	$	33,471		$	33,007
Unearned premiums	249,671			235,900
Policyholder account balances	24,403			26,023
Accrued expenses, accounts payable and other liabilities	76,298			58,660
Income taxes payable	237			—
Deferred revenue	69,188			55,043
Note payable	82,750			89,438
Preferred trust securities	35,000			35,000
Deferred income taxes, net	25,844			28,651
Total liabilities	596,862			561,722
Commitments and Contingencies (Note 19)
Stockholders' Equity:
Preferred stock, par value $0.01; 10,000,000 shares authorized; none issued	—			—
Common stock, par value $0.01; 150,000,000 shares authorized; 20,888,520 and 20,710,370 shares issued at September 30, 2013 and December 31, 2012, respectively, including shares in treasury	209			207
Treasury stock, at cost; 1,224,182 and 1,024,212 shares at September 30, 2013 and December 31, 2012, respectively	(8,014		)	(6,651		)
Additional paid-in capital	98,893			97,641
Accumulated other comprehensive loss, net of tax	(3,471		)	(631		)
Retained earnings	59,974			49,817
Stockholders' equity before non-controlling interests	147,591			140,383
Non-controlling interests	5,422			5,332
Total stockholders' equity	153,013			145,715
Total liabilities and stockholders' equity	$	749,875		$	707,437

See accompanying Notes to Consolidated Financial Statements.

3

FORTEGRA FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(All Amounts in Thousands Except Share and Per Share Amounts)

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2013			September 30, 2012			September 30, 2013		September 30, 2012
Revenues:
Service and administrative fees	$	49,238		$	22,898		$	135,022	$	67,195
Brokerage commissions and fees	8,787			8,411			28,409		27,295
Ceding commission	8,731			11,122			22,851		25,396
Net investment income	772			744			2,433		2,219
Net realized investment gains (losses)	756			(16		)	2,043		(6		)
Net earned premium	34,106			33,893			100,929		97,770
Other income	179			52			529		172
Gain on sale of subsidiary	—			—			402		—
Total revenues	102,569			77,104			292,618		220,041
Expenses:
Net losses and loss adjustment expenses	9,957			11,430			31,096		32,272
Member benefit claims	13,834			1,157			34,624		3,558
Commissions	43,175			33,377			120,148		96,647
Personnel costs	14,649			12,708			45,089		36,467
Other operating expenses	10,850			7,959			30,438		21,635
Depreciation and amortization	1,378			871			4,063		2,584
Amortization of intangibles	1,870			1,127			5,598		3,775
Interest expense	1,501			2,025			4,489		5,267
Total expenses	97,214			70,654			275,545		202,205
Income before income taxes and non-controlling interests	5,355			6,450			17,073		17,836
Income taxes	2,268			2,397			6,048		6,392
Income before non-controlling interests	3,087			4,053			11,025		11,444
Less: net (loss) income attributable to non-controlling interests	(135		)	29			868		62
Net income	$	3,222		$	4,024		$	10,157	$	11,382
Earnings per share:
Basic	$	0.17		$	0.21		$	0.52	$	0.59
Diluted	$	0.16		$	0.20		$	0.49	$	0.56
Weighted average common shares outstanding:
Basic	19,405,597			19,531,694			19,500,430		19,705,105
Diluted	20,404,508			20,463,238			20,531,122		20,620,084

See accompanying Notes to Consolidated Financial Statements.

4

FORTEGRA FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(All Amounts in Thousands)

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
Net income	$	3,222		$	4,024		$	10,157		$	11,382
Other comprehensive income (loss), net of tax:
Unrealized (losses) gains on available-for-sale securities:
Unrealized holding (losses) gains arising during the period	(221		)	1,432			(3,496		)	2,666
Related tax benefit (expense)	77			(501		)	1,223			(933		)
Reclassification of (gains) losses included in net income	(756		)	16			(2,043		)	6
Related tax expense (benefit)	265			(6		)	716			(2		)
Unrealized (losses) gains on available-for-sale securities, net of tax	(635		)	941			(3,600		)	1,737
Interest rate swap:
Unrealized (loss) gain on interest rate swap	(263		)	(470		)	301			(1,311		)
Related tax benefit (expense)	92			163			(105		)	458
Reclassification of loss included in net income	286			273			845			313
Related tax (benefit)	(100		)	(94		)	(296		)	(109		)
Unrealized gain (loss) on interest rate swap, net of tax	15			(128		)	745			(649		)
Other comprehensive (loss) income before non-controlling interests, net of tax	(620		)	813			(2,855		)	1,088
Less: comprehensive (loss) income attributable to non-controlling interests	(4		)	6			(15		)	7
Other comprehensive (loss) income	(616		)	807			(2,840		)	1,081
Comprehensive income	$	2,606		$	4,831		$	7,317		$	12,463

See accompanying Notes to Consolidated Financial Statements.

5

FORTEGRA FINANCIAL CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)

(All Amounts in Thousands Except Share Amounts)

	Common Stock			Treasury Stock
	Shares	Amount		Shares		Amount			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss), net of tax			Retained Earnings		Non-controlling Interests			Total Stockholders' Equity
Balance, December 31, 2012, as previously reported	20,710,370	$	207	(1,024,212	)	$	(6,651	)	$	97,641		$	(631	)	$	49,817	$	10,587		$	150,970
Purchase accounting adjustments as required under ASC 805 for the ProtectCELL acquisition	—	—		—		—			—			—			—		(5,255		)	(5,255		)
Balance, December 31, 2012, as retrospectively adjusted	20,710,370	207		(1,024,212	)	(6,651		)	97,641			(631		)	49,817		5,332			145,715
Net income	—	—		—		—			—			—			10,157		868			11,025
Other comprehensive loss	—	—		—		—			—			(2,840		)	—		(15		)	(2,855		)
Dividends paid to non-controlling interests	—	—		—		—			—			—			—		(43		)	(43		)
Distributions to non-controlling interest partners	—	—		—		—			—			—			—		(720		)	(720		)
Stock-based compensation	142,157	1		—		—			1,032			—			—		—			1,033
Direct stock awards to employees	3,724	—		—		—			29			—			—		—			29
Shares issued for the Employee Stock Purchase Plan	26,019	1		—		—			151			—			—		—			152
Treasury stock purchased, net of issuances	—	—		(199,970	)	(1,363		)	(9		)	—			—		—			(1,372		)
Options exercised	6,250	—		—		—			49			—			—		—			49
Balance, September 30, 2013	20,888,520	$	209	(1,224,182	)	$	(8,014	)	$	98,893		$	(3,471	)	$	59,974	$	5,422		$	153,013

See accompanying Notes to Consolidated Financial Statements.

6

FORTEGRA FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(All Amounts in Thousands)

	For the Nine Months Ended
	September 30, 2013			September 30, 2012
Operating Activities:
Net income	$	10,157		$	11,382
Adjustments to reconcile net income to net cash flows provided by operating activities:
Change in deferred acquisition costs	(8,209		)	(1,546		)
Depreciation and amortization	9,661			6,359
Deferred income tax expense	(1,310		)	695
Net realized investment (gains) losses	(2,043		)	6
Gain on sale of subsidiary	(402		)	—
Stock-based compensation expense	1,033			707
Direct stock awards to employees	29			4
Amortization of premiums and accretion of discounts on investments	1,097			932
Non-controlling interests	868			62
Change in allowance for doubtful accounts	(118		)	—
Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions:
Accrued investment income	287			(186		)
Accounts and premiums receivable, net	(5,366		)	(4,884		)
Other receivables	(22,716		)	(6,897		)
Reinsurance receivables	(7,647		)	(2,444		)
Income taxes receivable	2,919			(914		)
Other assets	(1,395		)	2,224
Unpaid claims	264			(542		)
Unearned premiums	13,771			3,185
Policyholder account balances	(1,620		)	(1,817		)
Accrued expenses, accounts payable and other liabilities	18,942			16,684
Income taxes payable	222			(1,344		)
Deferred revenue	14,145			(1,187		)
Net cash flows provided by operating activities	22,569			20,479
Investing activities:
Proceeds from maturities, calls and prepayments of available-for-sale investments	7,963			6,501
Proceeds from sales of available-for-sale investments	54,663			4,980
Net change in short-term investments	251			100
Purchases of available-for-sale investments	(78,739		)	(31,934		)
Purchases of property and equipment	(2,971		)	(5,145		)
Net paid for acquisitions of subsidiaries, net of cash received	(3,112		)	(45		)
Sale of subsidiary, net of cash paid	2,180			—
Net proceeds from (issuance of) notes receivable	(663		)	(678		)
Net proceeds from related party notes receivable	6,135			—
Change in restricted cash	2,350			(7,052		)
Net cash flows used in investing activities	(11,943		)	(33,273		)
Financing activities:
Payments on notes payable	(19,188		)	(126,200		)
Proceeds from notes payable	12,500			124,368
Capitalized closing costs for notes payable	—			(1,692		)
Net proceeds from exercise of stock options	49			19
Repurchase of shares of common stock, net of issuances	(1,372		)	(3,923		)
Net proceeds from stock issued in the Employee Stock Purchase Plan	152			167
Distributions to non-controlling interest partners	(720		)	—
Dividends paid to non-controlling interests	(43		)	—
Net cash flows used in financing activities	(8,622		)	(7,261		)
Net increase (decrease) in cash and cash equivalents	2,004			(20,055		)
Cash and cash equivalents, beginning of period	15,209			31,339
Cash and cash equivalents, end of period	$	17,213		$	11,284

See accompanying Notes to Consolidated Financial Statements.

7

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

Nature of Operations

Fortegra Financial Corporation (traded on the New York Stock Exchange under the symbol: FRF), including its subsidiaries ("Fortegra" or the "Company"), is a diversified insurance services company headquartered in Jacksonville, Florida offering a wide array of revenue enhancement products, including service contracts, device and warranty services, and distribution and administration services, to insurance companies, insurance brokers and agents and other financial services companies, primarily in the United States. In 2008, the Company changed its name from Life of the South Corporation to Fortegra Financial Corporation. The Company was incorporated in 1981 in the State of Georgia and re-incorporated in the State of Delaware in 2010. Most of the Company's business is generated through networks of small to mid-sized community and regional banks, small loan companies, independent wireless retailers and automobile dealerships.

The Company's subsidiaries (100% direct or indirect ownership, unless otherwise noted below) at September 30, 2013, are as follows:

• 4Warranty Corporation ("4Warranty")

• Auto Knight Motor Club, Inc. ("Auto Knight")

• Bliss and Glennon, Inc. ("B&G")

• Continental Car Club, Inc. ("Continental")

• CRC Reassurance Company, Ltd. ("CRC")

• Digital Leash, LLC, d/b/a ProtectCELL ("ProtectCELL"), 62.4% owned

• eReinsure.com, Inc. ("eReinsure")

• Insurance Company of the South ("ICOTS")

• Life of the South Insurance Company ("LOTS") and its subsidiary, Bankers Life of Louisiana ("Bankers Life")

• LOTS Intermediate Co. ("LOTS IM")

• LOTS Reassurance Company ("LOTS RE")

• LOTSolutions, Inc.

• Lyndon Southern Insurance Company ("Lyndon Southern")

• Magna Insurance Company ("Magna"), sold in June 2013

• Pacific Benefits Group Northwest, LLC ("PBG")

• Response Indemnity Company of California ("RICC")

• South Bay Acceptance Corporation ("South Bay")

• South Bay Financial Services, LLC ("SBFS").

• Southern Financial Life Insurance Company ("SFLAC"), 85.0% owned

• United Motor Club of America, Inc. ("United")

The Company operates in three business segments: (i) Payment Protection, (ii) Business Process Outsourcing ("BPO") and (iii) Brokerage. Payment Protection specializes in protecting lenders and their consumers from death, disability or other events that could otherwise impair their ability to repay a debt and also offers warranty and service contracts for mobile handsets, furniture and major appliances, and motor club solutions to consumers. BPO provides an assortment of administrative services tailored to insurance and other financial services companies through a virtual insurance company platform. Brokerage uses a pure wholesale sell-through model to sell specialty casualty and surplus lines insurance and also provides web-hosted applications used by insurers, reinsurers and reinsurance brokers for the global reinsurance market.

1. Basis of Presentation

The accompanying unaudited interim Consolidated Financial Statements of Fortegra have been prepared in conformity with generally accepted accounting principles in the United States of America ("U.S. GAAP") promulgated by the Financial Accounting Standards Board ("FASB") through the Accounting Standards Codification ("ASC" or "the guidance") for interim financial information, and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the Company's 2012 Form 10-K.

The interim financial statements in this Form 10-Q have not been audited. In the opinion of management, the accompanying unaudited interim financial information reflects all adjustments, including normal recurring adjustments necessary to present fairly Fortegra's financial position, results of operations, other comprehensive income and cash flows for each of the interim periods presented. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the full year ending on December 31, 2013.

8

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

2. Summary of Significant Accounting Policies

Fortegra's interim Consolidated Financial Statements as of September 30, 2013 and 2012 are unaudited and have been prepared following the significant accounting policies disclosed in Note 2 of the Notes to Consolidated Financial Statements of the Company's 2012 Form 10-K.

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Fortegra Financial Corporation and its majority-owned and controlled subsidiaries. All material intercompany account balances and transactions have been eliminated. The third-party ownership of 15% of the common stock of SFLAC and 37.6% of the ownership interests of ProtectCELL, LLC, which is treated as a partnership for income tax purposes, have been reflected as non-controlling interests on the Consolidated Balance Sheets. At September 30, 2013, the non-controlling interests for ProtectCELL and SFLAC were $4.9 million and $0.6 million, respectively.

Income (loss) attributable to these non-controlling interests has been reflected on the Consolidated Statements of Income as income (loss) attributable to non-controlling interests and on the Consolidated Statements of Comprehensive Income as comprehensive income (loss) attributable to non-controlling interests.

Certain changes to the Consolidated Balance Sheet amounts for December 31, 2012 have been made in accordance with accounting for business combinations, to reflect the retrospective adjustments made during the measurement period, to the preliminary amounts recorded for the estimated fair value of acquired net assets. Please see the note, "Business Acquisitions and Dispositions," for more information on the measurement period adjustments.

Comprehensive Income (Loss)

Comprehensive income (loss) includes both net income and other items of comprehensive income (loss) comprised of unrealized gains and losses on investment securities classified as available-for-sale and unrealized gains and losses on the interest rate swap, net of the related tax effects, and net of amounts attributable to non-controlling interests.

Use of Estimates

Preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassifications

Certain items in prior period financial statements have been reclassified to conform to the current presentation, which had no material impact on net income, comprehensive income or loss, net cash provided by operating activities or stockholders' equity.  The table below shows costs previously reported as components of other operating expenses that have been reclassified into member benefit claims for the three months ended March 31, 2013 and June 30, 2013.

	For the Three Months Ended
	March 31, 2013							June 30, 2013
Income Statement Line Item	As Previously Reported		Amount Reclassified			As Restated		As Previously Reported		Amount Reclassified			As Restated
Member benefit claims	$	8,978	$	388		$	9,366	$	11,114	$	310		$	11,424
Other operating expenses	9,805		(388		)	9,417		10,481		(310		)	10,171
Net Income	$	2,493	$	—		$	2,493	$	4,442	$	—		$	4,442

Subsequent Events

The Company reviewed material events subsequent to September 30, 2013 that occurred up to the date the Company's Consolidated Financial Statements were issued, and determined that no events required recognition or disclosure in these Consolidated Financial Statements and/or the notes thereto.

9

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

3. Recent Accounting Standards

Recently Adopted Accounting Pronouncements

In July 2013, the FASB issued ASU No. 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (a consensus of the FASB Emerging Issues Task Force). ASU No. 2013-10 allows the use of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a benchmark interest rate for hedge accounting purposes in addition to interest rates on direct Treasury obligations of the United States government and London Interbank Offered Rate and also removes the restriction on using different benchmark rates for similar hedges. ASU No. 2013-10 became effective on a prospective basis for qualifying new or designated hedging relationships entered into on or after July 17, 2013.  The Company will adopt ASU No. 2013-10 for qualifying new or re-designated hedging relationships entered into on or after July 17, 2013. The adoption of ASU No. 2013-10 did not have an impact on the Company's consolidated financial position, results of operations or cash flows.

In February 2013, the FASB issued Accounting Standards Update ("ASU") No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU No. 2013-02 requires an entity to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income ("AOCI") by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. ASU No. 2013-02 is effective for reporting periods beginning after December 15, 2012. The Company adopted ASU No. 2013-02 effective January 1, 2013. Accordingly, the Company has included an enhanced footnote disclosure in the Note, "Other Comprehensive Income." The adoption of ASU No. 2013-02 did not impact the Company's consolidated financial position, results of operations or cash flows.

In July 2012, the FASB issued ASU No. 2012-02, Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. ASU No. 2012-02 permits entities to perform an optional qualitative assessment for determining whether it is more likely than not that an indefinite-lived intangible asset is impaired. ASU No. 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of ASU No. 2012-02 did not impact the Company's consolidated financial position, results of operations or cash flows.

In December 2011, the FASB issued ASU No. 2011-11, Disclosures About Offsetting Assets and Liabilities. ASU No. 2011-11 requires the disclosure of both gross and net information about instruments and transactions eligible for offset in the statement of financial position, as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, ASU No. 2011-11 requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. ASU No. 2011-11 is effective for the Company beginning on January 1, 2013. As the provisions of ASU No. 2011-11 only impact the disclosure requirements related to the offsetting of assets and liabilities, the adoption of ASU No. 2011-11 did not impact the Company's consolidated financial position, results of operations or cash flows.

New Accounting Pronouncements

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, to clarify the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU No. 2013-11 is effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2013. The adoption of ASU No. 2013-11 is not expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows.

10

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

4. Earnings Per Share

Earnings per share is calculated as follows:	For the Three Months Ended				For the Nine Months Ended
	September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
Numerator: (for both basic and diluted earnings per share)
Net income	$	3,222	$	4,024	$	10,157	$	11,382
Denominator:
Total weighted average basic common shares outstanding	19,405,597		19,531,694		19,500,430		19,705,105
Effect of dilutive stock options and restricted stock awards	998,911		931,544		1,030,692		914,979
Total weighted average diluted common shares outstanding	20,404,508		20,463,238		20,531,122		20,620,084
Earnings per share-basic	$	0.17	$	0.21	$	0.52	$	0.59
Earnings per share-diluted	$	0.16	$	0.20	$	0.49	$	0.56
Weighted average anti-dilutive common shares	809,870		567,995		762,081		431,446

5. Consolidation of Operations Charges

Consolidation of Operations Plan

As disclosed on January 18, 2013 in the Company's Current Report on Form 8-K, effective January 14, 2013, the Company committed to a plan to consolidate the Company's fulfillment, claims administration and information technology functions for all of its insurance related products (the "Plan"). Prior to the Plan, such functions resided in the Company's individual business units. The decision is part of the Company's efforts to streamline its operations, focus its resources and provide first in class service to its customers. The following is a summary of the charges incurred by the Company:

	For the Three Months Ended		For the Nine Months Ended
	September 30, 2013		September 30, 2013
Severance and benefit costs included in personnel expense	$	—	$	1,234
Total consolidation of operations costs	$	—	$	1,234

6. Variable Interest Entities

In July 2011, the Company sold its 100% interest in Creative Investigations Recovery Group, LLC ("CIRG"). The consideration included a note receivable, included on the Consolidated Balance Sheets, with a first priority lien security interest in the assets of CIRG and other property of the buyers. The Company performed a detailed analysis of the CIRG sale transaction and determined that CIRG is considered a VIE, as defined in ASC 810, because the Company has an interest due to the note financing. The Company further determined that it is not the primary beneficiary because the Company does not have the power to direct the activities of the VIE and has no right to receive the residual returns of CIRG. Therefore, CIRG is not consolidated in the Company's results of operations. During the nine months ended September 30, 2013, the Company suspended recognition of interest income on the note and engaged the buyer in discussions, because the buyer was experiencing short term cash flow constraints. The Company determined that it would not pursue remedies available under the note at this time, and the parties executed a forbearance agreement along with a security agreement and a subordination agreement designed to allow more flexibility in timing of repayment; the principal amount and interest rate are unchanged. These contracts do not give the Company control over the business, and the Company may still leverage the remedies of the note should it deem such action necessary. The Company also provided an additional $0.1 million in short term funding, and the buyer has begun to repay that balance. The Company's maximum exposure to loss in the VIE is limited to the outstanding balance of the note receivable (including accrued interest receivable) and the remaining balance of the short term funding, presented in the table below:

	At
	September 30, 2013		December 31, 2012
The Company's maximum exposure to loss in the VIE	$	1,251	$	1,139

11

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

7. Other Comprehensive Income

The following schedule presents the activity in accumulated other comprehensive income (loss), ("AOCI") for the following periods:

	For the Nine Months Ended
	September 30, 2013
	Net unrealized gains (losses) on available-for-sale securities			Net unrealized gain (loss) on interest rate swap			Total
Balance at December 31, 2012, net of tax	$	2,189		$	(2,820	)	$	(631	)
Other comprehensive income (loss) before reclassifications:
Pre-tax (loss) income	(3,496		)	301			(3,195		)
Income tax benefit (expense)	1,223			(105		)	1,118
Other comprehensive (loss) income before reclassifications, net of tax	(2,273		)	196			(2,077		)
Amounts reclassified from accumulated other comprehensive income (loss):
Pre-tax (income) loss	(2,043		)	845			(1,198		)
Income tax expense (benefit)	716			(296		)	420
Amounts reclassified from accumulated other comprehensive (loss) income, net of tax	(1,327		)	549			(778		)
Current period other comprehensive (loss) income, net of tax	(3,600		)	745			(2,855		)
Less: comprehensive (loss) attributable to non-controlling interests	(15		)	—			(15		)
Balance at September 30, 2013, net of tax	$	(1,396	)	$	(2,075	)	$	(3,471	)

	For the Nine Months Ended
	September 30, 2012
	Net unrealized gains (losses) on available-for-sale securities			Net unrealized gain (loss) on interest rate swap			Total
Balance at December 31, 2011, net of tax	$	587		$	(2,341	)	$	(1,754	)
Other comprehensive income (loss) before reclassifications:
Pre-tax income (loss)	2,666			(1,311		)	1,355
Income tax (expense) benefit	(933		)	458			(475		)
Other comprehensive income (loss) before reclassifications, net of tax	1,733			(853		)	880
Amounts reclassified from accumulated other comprehensive income (loss):
Pre-tax loss	6			313			319
Income tax (benefit)	(2		)	(109		)	(111		)
Amounts reclassified from accumulated other comprehensive income (loss), net of tax	4			204			208
Net current period other comprehensive income (loss), net of taxes	1,737			(649		)	1,088
Less: comprehensive income attributable to non-controlling interests	7			—			7
Balance at September 30, 2012, net of tax	$	2,317		$	(2,990	)	$	(673	)

12

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

The following schedule presents the reclassifications out of AOCI for the following periods:

	For the Three Months Ended
	September 30, 2013			September 30, 2012			Consolidated Statement of Income Location
Unrealized gains (losses) on available-for-sale securities:
Reclassification of gains (losses) included in net income	$	756		$	(16	)	Net realized investment gains (losses)
Related tax (expense) benefit	(265		)	6			Income taxes
Net of tax	$	491		$	(10	)	Net Income
Unrealized gain (loss) on interest rate swap:
Reclassification of (losses) gain included in net income	$	(286	)	$	(273	)	Interest expense
Related tax (expense) benefit	100			94			Income taxes
Net of tax	$	(186	)	$	(179	)	Net Income
	For the Nine Months Ended
	September 30, 2013			September 30, 2012			Consolidated Statement of Income Location
Unrealized gains (losses) on available-for-sale securities:
Reclassification of gains (losses) included in net income	$	2,043		$	(6	)	Net realized investment gains (losses)
Related tax (expense) benefit	(716		)	2			Income taxes
Net of tax	$	1,327		$	(4	)	Net Income
Unrealized loss on interest rate swap:
Reclassification of (losses) included in net income	(845		)	(313		)	Interest expense
Related tax benefit	296			109			Income taxes
Net of tax	$	(549	)	$	(204	)	Net Income

8. Business Acquisitions and Dispositions

Acquisition in 2013

On February 1, 2013, the Company acquired 100% of the outstanding stock of RICC, from subsidiaries of the Kemper Corporation ("Kemper") for $4.8 million.  RICC is a property/casualty insurance company domiciled and licensed in California, which the Company intends to use for geographic expansion in the Payment Protection business.  RICC had, at the time of purchase, no policies in force. All remaining claim liabilities for previously issued policies are fully reinsured by Kemper's subsidiary, Trinity Universal Insurance Company.

Acquisitions in 2012

On December 31, 2012, the Company acquired a 62.4% ownership interest in Digital Leash, LLC, d/b/a ProtectCELL for $20.0 million, which amount is deemed a Series A Contribution under the provisions of the related agreements. ProtectCELL provides membership plans for the protection of mobile wireless devices and other benefits including data management and identity theft protection. ProtectCELL is one of the leaders in mobile device protection plans and will spearhead Fortegra's efforts to expand its warranty and service contract business in the mobile and wireless device space. ProtectCELL's results are included in the Company's Payment Protection segment. As part of the acquisition, the Company also has an option, commencing after 2014, to acquire the remaining 37.6% ownership interest in ProtectCELL, at a price based on a sliding scale multiple of ProtectCELL's trailing twelve-month EBITDA ("Earnings before interest, taxes, depreciation and amortization"), less the Series A Contributions, multiplied by 37.6%. The option has no expiration, though the owners of the non-controlling interest have the right to defer the option commencement date for one year under certain conditions. The option must be exercised with respect to not less than all of the non-controlling interest, and is accounted for as an embedded derivative within the value of non-controlling interest.

On December 31, 2012, the Company acquired 100% of the outstanding stock ownership of 4Warranty Corporation, a leading warranty and extended service contract administrator with extensive expertise in the furniture, electronics, appliance, lawn and garden, and

13

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

fitness equipment markets. 4Warranty complements the Company's rapidly expanding warranty business. 4Warranty's results are included in the Company's Payment Protection segment.

On April 24, 2012, the Company acquired a 100% ownership interest in MHA & Associates LLC ("MHA"), for $0.3 million, obtaining the renewal rights of the business and hiring the prior owner to maintain and increase the block of business. MHA's results are included in the Company's Payment Protection segment.

During 2013, the Company received preliminary valuation studies prepared by external valuation experts for identifiable intangible assets, goodwill, deferred revenues, and non-controlling interest for the 2012 acquisitions of ProtectCELL and 4Warranty. The Company has provisionally accepted the results of these studies while continuing to review them in detail. Accordingly, the Consolidated Balance Sheet at December 31, 2012, has been retrospectively adjusted to include the effect of the measurement period adjustments as required under ASC 805, Business Combinations, ("ASC 805"), for ProtectCELL and 4Warranty. Adjustments were recorded to the values of intangible assets and deferred revenues based upon completion of valuation models in the studies, and refinement of assumptions supporting those models, using discounted cash flow, relief from royalty, and/or other analytical techniques as presented in the valuation studies. With respect to ProtectCELL, the preliminary valuations of these balances allowed for a determination of the total value of the enterprise at December 31, 2012. Using this enterprise value, and a break-even analysis to determine the relative attribution of the Company's $20.0 million investment between the common and preferred units acquired, the preliminary valuation study assigned values of $7.9 million and $12.1 million to the acquired common and preferred units, respectively, and a fair value of $4.7 million to the non-controlling interest as shown in the table below. The adjustments noted above result in offsetting adjustments to goodwill. Please see the Consolidated Statement of Stockholders' Equity for the retrospective measurement period adjustment of the non-controlling interest for ProtectCELL, as well as the Notes, "Goodwill," and "Other Intangible Assets," for more information on the retrospective measurement period adjustments made in 2013 for both ProtectCELL and 4Warranty. The ProtectCELL and 4Warranty determinations are preliminary, mainly due to ongoing review of the preliminary studies.

The following table presents the allocation of purchase price recorded for the 2013 acquisition of RICC and the 2012 acquisitions of ProtectCELL and 4Warranty including the effects of the measurement period adjustments recorded in 2013 for the 2012 acquisitions, as discussed above.

	2012						2013
	Acquisitions						Acquisition
	4Warranty			ProtectCELL			RICC
Assets:
Cash and cash equivalents	$	703		$	350		$	1,893
Restricted cash	72			7,438			—
Investments	—			—			2,488
Short-term investments	—			252			—
Accrued investment income	—			—			38
Notes receivable, net	—			6,341			—
Other receivables	357			2,312			—
Reinsurance receivables	—			—			200
Property and equipment, net	61			628			—
Other intangible assets, net	1,870			18,815			375
Other assets	—			1,470			10
Liabilities:
Unpaid claims	—			(176		)	(200		)
Accrued expenses, accounts payable and other liabilities	(310		)	(2,644		)	(9		)
Deferred revenue	(1,260		)	(30,000		)	—
Income taxes payable	(273		)	—			—
Deferred income taxes, net	(259		)	—			—
Net assets acquired	961			4,786			4,795
Non-controlling interest	—			(4,745		)	—
Purchase consideration (1) (2)	3,625			20,000			4,795
Goodwill	$	2,664		$	19,959		$	—

⁽¹⁾ - The purchase consideration for the 4Warranty acquisition includes $0.3 million of contingent consideration and $0.3 million of hold back reserves, which estimates are unchanged in the current period and are expected to be paid out based on the agreed terms of the Stock Purchase Agreement.

⁽²⁾ - The purchase consideration of $20.0 million for the ProtectCELL acquisition represents the 62.4%ownership interest acquired in the transaction, comprised of 62,400 common units and 20,000 preferred units, preliminarily valued at $7.9 million and $12.1 million respectively.

14

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

Disposition in 2013

In June 2013, the Company sold its wholly owned subsidiary Magna for a gross sales price of $3.0 million, less cash held by Magna, transferred in the sale, of $0.8 million. For the nine months ended September 30, 2013, the Company recorded a $0.4 million pre-tax gain on the sale of Magna, which is included on the Consolidated Statements of Income line item, "Gain on sale of subsidiary."

9. Goodwill

The following table presents goodwill by segment and includes the retrospective adjustments made to the balance of goodwill at December 31, 2012 to reflect the effect of the measurement period adjustments made in accordance with accounting requirements under ASC 805 for the acquisitions of ProtectCELL and 4Warranty:

		Payment Protection			BPO		Brokerage		Total
Balance as originally reported at December 31, 2012		$	52,084		$	12,970	$	54,458	$	119,512
Valuation adjustments as required under ASC 805 for ProtectCELL		8,227			—		—		8,227
Valuation adjustments as required under ASC 805 for 4Warranty		(60		)	—		—		(60		)
Adjusted balance at December 31, 2012		$	60,251		$	12,970	$	54,458	$	127,679
Balance at	September 30, 2013	$	60,251		$	12,970	$	54,458	$	127,679

10. Other Intangible Assets

The following table presents finite-lived other intangible assets and their respective amortization periods and includes the retrospective adjustments made to the balances at December 31, 2012, as required by ASC 805, for the ProtectCELL and 4Warranty acquisitions:

				At
				September 30, 2013							December 31, 2012
	Amortization Period (Years)			Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Finite-lived other intangible assets:
Customer and agent relationships	5	to	15	$	52,282	$	(16,659	)	$	35,623	$	52,230	$	(12,340	)	$	39,890
Tradenames	8	to	10	1,200		(114		)	1,086		1,200		—			1,200
Software	2.25	to	10	10,138		(4,459		)	5,679		10,138		(3,385		)	6,753
Present value of future profits	0.3	to	0.75	548		(548		)	—		548		(548		)	—
Non-compete agreements	1.5	to	6	3,308		(2,807		)	501		3,308		(2,716		)	592
Total finite-lived other intangible assets				$	67,476	$	(24,587	)	$	42,889	$	67,424	$	(18,989	)	$	48,435

The following table presents the carrying amount of indefinite-lived other intangible assets:	At
	September 30, 2013		December 31, 2012
Tradenames	$	21,875	$	21,875
Licenses	375		—
Total	$	22,250	$	21,875

The following table includes the retrospective adjustments made to the balance of other intangible assets at December 31, 2012 to reflect the effect of these measurement period adjustments made in accordance with the accounting requirements under ASC 805 for the acquisitions of ProtectCELL and 4Warranty and the current period activity.

Balance as originally reported at December 31, 2012	$	79,340
Valuation adjustments as required under ASC 805 for ProtectCELL	(9,000		)
Valuation adjustments as required under ASC 805 for 4Warranty	(30		)
Adjusted balance at December 31, 2012	70,310
Intangible assets acquired in 2013	427
Less: Amortization expense	5,598
Balance at September 30, 2013	$	65,139

15

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

Estimated amortization of finite-lived other intangible assets for the next five years and thereafter ending December 31 is presented below:

Remainder of 2013	$	1,858
2014	7,427
2015	7,416
2016	6,755
2017	5,399
Thereafter	14,034
Total	$	42,889

11. Investments

The following table summarizes the Company's available-for-sale fixed maturity and equity securities:

	At
	September 30, 2013
Description of Security	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Fixed maturity securities:
Obligations of the U.S. Treasury and U.S. Government agencies	$	49,610	$	238	$	(409	)	$	49,439
Municipal securities	23,033		96		(379		)	22,750
Corporate securities	51,183		138		(830		)	50,491
Mortgage-backed securities	79		1		—			80
Total fixed maturity securities	$	123,905	$	473	$	(1,618	)	$	122,760
Equity securities:
Common stock - publicly traded	$	39	$	5	$	—		$	44
Preferred stock - publicly traded	5,975		—		(711		)	5,264
Common stock - non-publicly traded	59		5		(13		)	51
Preferred stock - non-publicly traded	1,009		4		—			1,013
Total equity securities	$	7,082	$	14	$	(724	)	$	6,372

	At
	December 31, 2012
Description of Security	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Fixed maturity securities:
Obligations of the U.S. Treasury and U.S. Government agencies	$	22,424	$	761	$	(7	)	$	23,178
Municipal securities	16,636		413		(8		)	17,041
Corporate securities	67,627		2,461		(80		)	70,008
Mortgage-backed securities	285		4		—			289
Asset-backed securities	123		2		—			125
Total fixed maturity securities	$	107,095	$	3,641	$	(95	)	$	110,641
Equity securities:
Common stock - publicly traded	$	39	$	3	$	—		$	42
Preferred stock - publicly traded	4,975		133		(1		)	5,107
Common stock - non-publicly traded	59		4		(5		)	58
Preferred stock - non-publicly traded	1,009		4		—			1,013
Total equity securities	$	6,082	$	144	$	(6	)	$	6,220

16

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

Pursuant to certain reinsurance agreements and statutory licensing requirements, the Company has deposited invested assets in custody accounts or insurance department safekeeping accounts. The Company is not permitted to remove invested assets from these accounts without prior approval of the contractual party or regulatory authority, as applicable. The following table details the Company's restricted investments:

	At
	September 30, 2013		December 31, 2012
Fair value of restricted investments for special deposits required by state insurance departments	$	10,384	$	10,988
Fair value of restricted investments in trust pursuant to reinsurance agreements	6,289		6,954
Fair value of restricted investments	$	16,673	$	17,942

The amortized cost and fair value of fixed maturity securities by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

	At
	September 30, 2013				December 31, 2012
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	18,439	$	18,448	$	5,557	$	5,608
Due after one year through five years	59,966		59,885		58,378		60,323
Due after five years through ten years	22,028		21,282		24,983		25,900
Due after ten years	23,393		23,065		17,769		18,396
Mortgage-backed securities	79		80		285		289
Asset-backed securities	—		—		123		125
Total fixed maturity securities	$	123,905	$	122,760	$	107,095	$	110,641

The following table provides information on unrealized losses on investment securities that have been in an unrealized loss position for less than twelve months, and twelve months or greater:

	At
	September 30, 2013
	Less than Twelve Months						Twelve Months or Greater						Total
Description of Security	Fair Value		Unrealized Losses			# of Securities	Fair Value		Unrealized Losses			# of Securities	Fair Value		Unrealized Losses			# of Securities
Fixed maturity securities:
Obligations of the U.S. Treasury and U.S. Government agencies	$	29,025	$	(402	)	41	$	465	$	(7	)	6	$	29,490	$	(409	)	47
Municipal securities	9,294		(379		)	15	—		—			—	9,294		(379		)	15
Corporate securities	33,403		(791		)	38	681		(39		)	2	34,084		(830		)	40
Total fixed maturity securities	$	71,722	$	(1,572	)	94	$	1,146	$	(46	)	8	$	72,868	$	(1,618	)	102
Equity securities:
Preferred stock - publicly traded	$	5,263	$	(711	)	9	$	—	$	—		—	$	5,263	$	(711	)	9
Common stock - non-publicly traded	—		—			—	31		(13		)	2	31		(13		)	2
Total equity securities	$	5,263	$	(711	)	9	$	31	$	(13	)	2	$	5,294	$	(724	)	11

17

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

	At
	December 31, 2012
	Less than Twelve Months						Twelve Months or Greater						Total
Description of Security	Fair Value		Unrealized Losses			# of Securities	Fair Value		Unrealized Losses			# of Securities	Fair Value		Unrealized Losses			# of Securities
Fixed maturity securities:
Obligations of the U.S. Treasury and U.S. Government agencies	$	857	$	(7	)	11	$	—	$	—		—	$	857	$	(7	)	11
Municipal securities	734		(8		)	1	—		—			—	734		(8		)	1
Corporate securities	12,625		(63		)	16	183		(17		)	1	12,808		(80		)	17
Total fixed maturity securities	$	14,216	$	(78	)	28	$	183	$	(17	)	1	$	14,399	$	(95	)	29
Equity securities:
Preferred stock - publicly traded	$	198	$	(1	)	1	$	—	$	—		—	$	198	$	(1	)	1
Common stock - non-publicly traded	—		—			—	39		(5		)	2	39		(5		)	2
Total equity securities	$	198	$	(1	)	1	$	39	$	(5	)	2	$	237	$	(6	)	3

The Company does not intend to sell the investments that are in an unrealized loss position at September 30, 2013 and it is more likely than not that the Company will be able to hold these securities until full recovery of their amortized cost basis for fixed maturity securities or cost for equity securities. As of September 30, 2013, based on the Company's review, none of the fixed maturity or equity securities were deemed to be other-than-temporarily impaired based on the Company's analysis of the securities and intent to hold the securities until recovery.

The following table summarizes the gross proceeds from the sale of available-for-sale investment securities:

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2013		September 30, 2012		September 30, 2013	September 30, 2012
Gross proceeds from sales	$	27,139	$	503	54,663	$	4,980

The following table summarizes the gross realized gains and gross realized losses for both fixed maturity and equity securities and any realized losses for other-than-temporary impairments for available-for-sale investment securities:

	For the Three Months Ended					For the Nine Months Ended
	September 30, 2013		September 30, 2012			September 30, 2013			September 30, 2012
Gross realized gains	$	756	$	—		$	2,118		$	22
Gross realized losses	—		—			(75		)	(12		)
Total net gains from investment sales	756		—			2,043			10
Impairment write-downs (other-than-temporary impairments)	—		(16		)	—			(16		)
Net realized investment gains	$	756	$	(16	)	$	2,043		$	(6	)

The following schedule details the components of net investment income:

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
Fixed income securities	$	670		$	628		$	2,094		$	1,954
Cash on hand and on deposit	11			47			47			143
Common and preferred stock dividends	98			77			275			191
Notes receivable	99			75			239			201
Other income	3			34			117			104
Investment expenses	(109		)	(117		)	(339		)	(374		)
Net investment income	$	772		$	744		$	2,433		$	2,219

18

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

12. Reinsurance Receivables

The effects of reinsurance on premiums written and earned and on losses and loss adjustment expenses ("LAE") incurred are presented in the tables below:

Premiums	For the Three Months Ended												For the Nine Months Ended
	September 30, 2013						September 30, 2012						September 30, 2013						September 30, 2012
	Written			Earned			Written			Earned			Written			Earned			Written			Earned
Direct and assumed	$	116,452		$	100,193		$	100,409		$	98,287		$	297,940		$	284,169		$	272,317		$	269,132
Ceded	(79,580		)	(66,087		)	(65,935		)	(64,394		)	(194,067		)	(183,240		)	(169,971		)	(171,362		)
Net	$	36,872		$	34,106		$	34,474		$	33,893		$	103,873		$	100,929		$	102,346		$	97,770

Losses and LAE incurred	For the Three Months Ended						For the Nine Months Ended
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
Direct and assumed	$	23,354		$	23,069		$	66,879		$	66,198
Ceded	(13,397		)	(11,639		)	(35,783		)	(33,926		)
Net losses and LAE incurred	$	9,957		$	11,430		$	31,096		$	32,272

The following table reflects the components of the reinsurance receivables:	At
	September 30, 2013		December 31, 2012
Prepaid reinsurance premiums: (1)
Life	$	51,492	$	53,117
Accident and health	36,126		34,266
Property	95,434		85,805
Total	183,052		173,188
Ceded claim reserves:
Life	1,564		1,786
Accident and health	8,964		9,263
Property	10,825		8,663
Total ceded claim reserves	21,353		19,712
Other reinsurance settlements receivable	7,430		11,088
Reinsurance receivables	$	211,835	$	203,988
(1)  Including policyholder account balances ceded.

The following table shows the aggregate amount included in reinsurance receivables that is comprised of the three largest receivable balances from unrelated reinsurers:

	At
	September 30, 2013		December 31, 2012
Total of the three largest receivable balances from unrelated reinsurers	$	135,462	$	126,633

At September 30, 2013 and December 31, 2012, respectively, the three unrelated reinsurers from whom the Company has the largest receivable balances were: London Life Reinsurance Company (A. M. Best Rating: A); London Life International Reinsurance Corporation (A. M. Best Rating: Not rated) and Spartan Property Insurance Company (A. M. Best Rating: Not rated). Because Spartan Property Insurance Company does not maintain an A.M. Best rating, the related receivables are collateralized by assets held in trust accounts. At September 30, 2013, the Company does not believe there is a risk of loss as a result of the concentration of credit risk in the reinsurance program.

19

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

13. Note Payable

The Company's note payable consisted of the following:	At
	September 30, 2013			December 31, 2012
Wells Fargo Bank, N.A. credit facility, maturing August 2017	$	82,750		$	89,438
Maximum balance allowed on the Wells Fargo Bank, N.A. credit facility	$	120,000		$	123,750
Interest rate at the end of the respective period:	2.94		%	2.76		%

Aggregate maturities for the Company's note payable at September 30, 2013 are as follows:

Remainder of 2013	$	1,250
2014	5,000
2015	5,000
2016	5,000
2017	66,500
Thereafter	—
Total	$	82,750

$125.0 million Secured Credit Agreement - Wells Fargo Bank, N.A.

At September 30, 2013, the Company had a secured credit agreement (the "Credit Agreement"), which had an initial capacity of $125.0 million, entered into on August 2, 2012, with a syndicate of lenders, among them Wells Fargo Bank, N.A., who also serves as administrative agent ("Wells Fargo" or the "Administrative Agent"). The Credit Agreement has a five year term, with an initial capacity of $125.0 million comprised of a $50.0 million term loan facility (the "Term Loan Facility") and a $75.0 million revolving credit facility (the "Revolving Facility" and collectively with the Term Loan Facility, the "Facilities") with a sub-limit of $10.0 million for swingline loans and $10.0 million for letters of credit. Subject to earlier termination, the Credit Agreement terminates on August 2, 2017. The Credit Agreement includes a provision pursuant to which, from time to time, the Company may request that the lenders in their discretion increase the maximum amount of commitments under the Facilities by an amount not to exceed $50.0 million. In addition, the Term Loan Facility is reduced by mandatory quarterly principal payments.

At the Company's election, borrowings under the Revolving Facility will bear interest either at the base rate plus an applicable interest margin or the adjusted LIBO rate plus an applicable interest margin; provided, however, that all swingline loans will be base rate loans. The base rate is a fluctuating interest rate equal to the highest of: (i) Wells Fargo's publicly announced prime lending rate; (ii) the federal funds rate plus0.50%; and (iii) the adjusted LIBO rate, determined on a daily basis for an interest period of one month, plus1.0%. The adjusted LIBO rate is the rate per annum obtained by dividing (i) the London Interbank Offered Rate ("LIBOR") for such interest period by (ii) a percentage equal to 1.00 minusthe Eurodollar Reserve Percentage (as defined in the Credit Agreement). The interest margin over the adjusted LIBO rate, initially set at 2.75%, may increase (to a maximum amount of 3.0%) or decrease (to a minimum amount of 2.0%) based on changes in the Company's leverage ratio. The interest margin over the base rate, initially set at 1.75%, may increase (to a maximum amount of 2.0%) or decrease (to a minimum amount of 1.0%) based on changes in the Company's leverage ratio.

In addition to interest payable on the principal amount of indebtedness outstanding from time to time under the Credit Agreement, the Company is required to pay a commitment fee, initially equal to 0.40% per annum of the unused amount of the Revolving Facility. The percentage rate of such fee may increase (to a maximum amount of 0.45%) or decrease (to a minimum amount of 0.25%) based on changes in the Borrowers' leverage ratio. The amount of outstanding swingline loans is not considered usage of the Revolving Facility for the purpose of calculating the commitment fee. The Company is also required to pay letter of credit participation fees on the undrawn amount of all outstanding letters of credit. The Company paid fees of approximately $1.7 million to Wells Fargo in connection with the execution of the Credit Agreement, which have been capitalized and are being amortized using a straight line method over the life of the Credit Agreement.

The Company, at its option, may prepay any borrowing, in whole or in part, at any time and from time to time without premium or penalty. However, after the end of the Company's fiscal year (commencing with the fiscal year ending December 31, 2015), the Company is required to make mandatory principal prepayments of loans under the Facilities in an amount determined under the Credit Agreement based upon a percentage of the Company's Excess Cash Flow (as defined in the Credit Agreement) minus certain offset amounts relating to permitted acquisitions. In addition, the Company is required to make principal payments upon the occurrence of certain events, including upon certain dispositions of the Company's assets.

20

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

The Credit Agreement contains certain customary representations, warranties and covenants applicable to the Company for the benefit of the Administrative Agent and the lenders. The Company may not assign, sell, transfer or dispose of any collateral or effect certain changes to the Company's capital structure and the capital structure of its subsidiaries without the Administrative Agent's prior consent. The Company's obligations under the Facilities may be accelerated or the commitments terminated upon the occurrence of an event of default under the Credit Agreement, including payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency related defaults, cross defaults to other material indebtedness, defaults arising in connection with changes in control and other customary events of default.

The Credit Agreement also contains financial covenants which the Company must maintain. See the section below, "Financial Covenants" for a presentation of the Company's more significant covenants associated with the Credit Agreement.

Financial Covenants

At September 30, 2013 and December 31, 2012, respectively, the Company was required to comply with various financial covenants set forth in the Credit Agreement. The following describes the Credit Agreement's more significant financial covenants in effect at September 30, 2013 and the calculations used to arrive at each ratio (capitalized terms used but not defined in this paragraph are defined in the Credit Agreement or as otherwise provided below):

Total Leverage Ratio- the ratio of (i) Consolidated Total Debt as of such date to (ii) Consolidated Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") for the Measurement Period ending on or immediately prior to such date.

Fixed Charge Coverage Ratio - the ratio of (a) Consolidated Adjusted EBITDA less the actual amount paid by the Borrowers and their Subsidiaries in cash on account of Capital Expenditures less cash taxes paid by the Borrowers and their Subsidiaries to (b) Consolidated Fixed Charges, in each case for the Measurement Period ending on or immediately prior to such date.

Reinsurance Ratio - the ratio (expressed as a percentage) of (a) the aggregate amounts recoverable by the Borrowers and its Subsidiaries from reinsurers divided by (b) the sum of (i) policy and claim liabilities plus (ii) unearned premiums, in each case of the Borrowers and their Subsidiaries determined in accordance with GAAP.

Risk-Based Capital ("RBC") Ratio - the ratio (expressed as a percentage) of NAIC RBC (as defined in the NAIC standards) for any Regulated Insurance Company on an individual basis, calculated at the end of any Fiscal Year, to the "authorized control level" (as defined in the NAIC standards).

The following is a summary of the Credit Agreement's more significant financial covenants calculated at September 30, 2013, except for the RBC Ratios, which under the Credit Agreement reflect the ratios calculated as of the most recent fiscal year end, in this case December 31, 2012:

	Covenant	Actual At
Covenant	Requirement	September 30, 2013
Total leverage ratio	not more than 3.50	2.67
Fixed charge coverage ratio	not less than 2.00	2.74
Reinsurance ratio	not less than 50%	69.0%
		Actual At
RBC Ratios:		December 31, 2012
RBC Ratio - Bankers Life of Louisiana	not less than 250%	469.0%
RBC Ratio - Southern Financial Life Insurance Company	not less than 250%	2,155.0%
RBC Ratio - Insurance Company of the South	not less than 250%	378.0%
RBC Ratio - Lyndon Southern Insurance Company	not less than 250%	255.0%
RBC Ratio - Life of the South Insurance Company	not less than 250%	386.0%

14. Derivative Financial Instruments - Interest Rate Swap

The Company has an interest rate swap (the "Swap") with Wells Fargo Bank, N.A., pursuant to which the Company swapped the floating rate portion of its outstanding preferred trust securities to a fixed rate. The Swap, which is designated as a cash flow hedge, commenced in June 2012 and expires in June 2017.

21

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

The following table summarizes the fair value (including accrued interest) and related outstanding notional amounts of derivative instruments and indicates where within the Consolidated Balance Sheets each is reported:

	Balance Sheet Location	At
		September 30, 2013			December 31, 2012
Derivatives designated as cash flow hedging instruments:
Interest rate swap - notional value		$	35,000		$	35,000
Fair value of the Swap	Accrued expenses, accounts payable and other liabilities	$	(3,192	)	$	(4,338	)
Unrealized loss, net of tax, on the fair value of the Swap	AOCI	$	(2,075	)	$	(2,820	)
Variable rate of the interest rate swap		0.25		%	0.31		%
Fixed rate of the interest rate swap		3.47		%	3.47		%

The following table summarizes the pretax impact of the Swap on the Consolidated Financial Statements for the following periods:

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2013			September 30, 2012			September 30, 2013		September 30, 2012
(Loss) gain recognized in AOCI on the derivative-effective portion	$	(263	)	$	(470	)	$	301	$	(1,311	)
Loss reclassified from AOCI into income-effective portion	$	286		$	273		$	845	$	313
Gain (loss) recognized in income on the derivative-ineffective portion	$	—		$	—		$	—	$	—

The table below shows the estimated amount to be reclassified to earnings from AOCI during the next 12 months. These net losses reclassified into earnings are expected to primarily increase net interest expense related to the respective hedged item.

	At
	September 30, 2013
Estimated loss to be reclassified to earnings from AOCI during the next 12 months	$	1,119

15. Stock-Based Compensation

Stock Options

The Company granted 60,000 time-based stock options to employees during the three months ended September 30, 2013, which vest in equal portions on each of the four anniversaries of the grant date. During the nine months ended September 30, 2013, the Company granted 228,981 performance-based stock options under the Company's Long-Term Incentive Plan ("LTIP"). The performance-based awards will vest, if at all, should the Company achieve three-year performance goals on or before December 31, 2015 for (i) net revenue (Compound Annual Growth Rate), (ii) earnings growth (Net Income) and (iii) profitable growth (Return on Average Equity). The performance metrics are equally weighted such that achievement of any one target results in vesting of one-third of the total equity award. If any of the target(s) are not attained by December 31, 2015, the one-third portion(s) of the award associated with the unattained target(s) will be canceled.

22

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

A summary of the Company's time- and performance-based stock option activity for the nine months ended September 30, 2013 is presented below:

	Time-Based								Performance-Based
	Options Outstanding		Weighted Average Exercise Price (in dollars per share)		Options Exercisable		Weighted Average Exercise Price (in dollars per share)		Options Outstanding		Weighted Average Exercise Price (in dollars per share)		Options Exercisable	Weighted Average Exercise Price (in dollars per share)
Balance, December 31, 2012	2,016,231		$	4.38	1,690,040		$	3.66	185,000		$	8.00	—	$	—
Granted	60,000		7.62		—		—		228,981		8.89		—	—
Vested	—		—		114,617		8.44		—		—		—	—
Exercised	(6,250	)	7.84		(6,250	)	7.84		—		—		—	—
Canceled/forfeited	(28,750	)	7.87		—		—		(60,557	)	8.67		—	—
Balance, September 30, 2013	2,041,231		$	4.42	1,798,407		$	3.95	353,424		$	8.46	—	$	—
Weighted average remaining contractual term at September 30, 2013 (in years)	4.3				3.7				9.0				0.0

The following presents the Company's outstanding and exercisable time- and performance-based stock options by exercise price at September 30, 2013:

	Options Outstanding				Options Exercisable
Exercise Price (in dollars per share)	Option Shares Outstanding	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price (in dollars per share)		Option Shares Outstanding	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price (in dollars per share)
$3.03	787,500	2.13	$	3.03	787,500	2.13	$	3.03
3.25	757,963	4.07	3.25		757,963	4.07	3.25
7.62	60,000	9.92	7.62		—	—	—
7.84	232,500	7.75	7.84		131,676	7.75	7.84
7.93	5,000	9.00	7.93		—	—	—
7.97	110,000	8.92	7.97		36,676	8.92	7.97
8.00	170,000	8.75	8.00		—	—	—
8.89	183,424	9.25	8.89		—	—	—
11.00	88,268	7.21	11.00		84,592	7.21	11.00
Totals	2,394,655	5.01	$	5.02	1,798,407	3.74	$	3.95

Information on time- and performance-based stock options, vested and expected to vest, is as follows:	At
	September 30, 2013
Number of shares vested and expected to vest	2,189,548
Weighted average remaining contractual life (in years)	4.62
Weighted average exercise price per option (in dollars)	$	4.66
Intrinsic value (in thousands)	$	8,644

The weighted average assumptions used to estimate the fair values of the stock options granted is as follows:

	For the Nine Months Ended
	September 30, 2013
Expected term (in years)	7.81
Expected volatility	32.37	%
Expected dividends	—	%
Risk-free rate	1.54	%

23

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

Restricted Stock Awards

The Company granted 3,415 and 6,016 time-based restricted stock awards to employees during the three and nine months ended September 30, 2013, respectively, which vest in equal portions on each of the four anniversaries of the grant date. During the nine months ended September 30, 2013, the Company granted 76,326 performance-based restricted stock awards to employees under the LTIP. The performance-based restricted stock awards will vest based on the same criteria as the performance based stock options described in the above section titled, "Stock Options."

In addition, during the nine months ended September 30, 2013, the Company granted a total of 75,000 time-based restricted stock awards, equally distributed to five of its Directors, which vest in equal portions on each of the three anniversaries of the grant date.

A summary of the Company's time- and performance-based restricted stock award activity for the nine months ended September 30, 2013 is presented below:

	Time-Based				Performance-Based
	Shares		Weighted Average Grant Date Fair Value (in dollars per share)		Shares		Weighted Average Grant Date Fair Value (in dollars per share)
Shares outstanding at December 31, 2012	103,000		$	8.00	80,861		$	11.00
Granted	81,016		9.39		76,326		8.89
Vested	(29,336	)	7.48		—		—
Forfeited	—		—		(15,185	)	8.89
Shares outstanding at September 30, 2013	154,680		$	8.83	142,002		$	10.09

Stock-Based Compensation Expense

Total time- and performance-based stock-based compensation expense and the related income tax (benefit), as recognized on the Consolidated Statements of Income, is as follows:

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
Personnel costs	$	226		$	205		$	614		$	447
Other operating expenses	131			82			373			210
Income tax benefit	(137		)	(110		)	(378		)	(251		)
Net stock-based compensation expense	$	220		$	177		$	609		$	406

Additional information on total non-vested stock-based compensation is as follows:	At
	September 30, 2013
	Stock Options		Restricted Stock Awards
Unrecognized compensation cost related to non-vested awards	$	867	$	1,184
Weighted-average recognition period (in years)	2.4		3.7

For the three and nine months ended September 30, 2013, the Company did not recognize expense on 183,424 performance-based stock options and 61,141 performance-based restricted stock awards because the attainment of the performance metrics associated with these awards was not probable based on current projections.

24

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

16. Income Taxes

Income taxes for interim periods have been computed using an estimated annual effective tax rate. This rate is revised, if necessary,

at the end of each successive interim period to reflect the current estimate of the annual effective tax rate.

The provision for income taxes consisted of the following:	For the Three Months Ended						For the Nine Months Ended
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
Current	$	3,394		$	2,568		$	7,358		$	5,697
Deferred	(1,126		)	(171		)	(1,310		)	695
Income taxes	$	2,268		$	2,397		$	6,048		$	6,392

The reconciliation of the income tax expense at the federal statutory income tax rate of 35% is as follows:

	For the Three Months Ended										For the Nine Months Ended
	September 30, 2013					September 30, 2012					September 30, 2013					September 30, 2012
	Amount			Percent of Pre-tax Income		Amount			Percent of Pre-tax Income		Amount			Percent of Pre-tax Income		Amount			Percent of Pre-tax Income
Income taxes at federal income tax rate	$	1,875		35.00	%	$	2,258		35.00	%	$	5,977		35.00	%	$	6,243		35.00	%
Effect of:
Small life deduction	(197		)	(3.68	)	(140		)	(2.17	)	(388		)	(2.27	)	(368		)	(2.06	)
Non-deductible expenses	34			0.63		17			0.26		81			0.47		87			0.49
Tax exempt interest	(38		)	(0.71	)	(23		)	(0.36	)	(109		)	(0.64	)	(73		)	(0.41	)
State taxes	170			3.17		67			1.04		415			2.43		319			1.79
Prior year tax true-up	312			5.82		116			1.80		312			1.83		103			0.58
Non-controlling interest	47			0.88		—			—		(304		)	(1.78	)	—			—
Other, net	65			1.21		102			1.58		64			0.37		81			0.45
Income taxes	$	2,268		42.32	%	$	2,397		37.15	%	$	6,048		35.41	%	$	6,392		35.84	%

The Company's majority-owned subsidiary, ProtectCELL, is taxed as a partnership, therefore, the non-controlling interest is recorded on a pre-tax basis, and the tax effect is shown in the income tax rate reconciliation in the above table. The Company records tax balances only on its ownership interest in ProtectCELL.

As of September 30, 2013, the Company has fully utilized its net operating loss carryforward which was subject to limitation under Section 382 of the Internal Revenue Code ("IRC").

The Company has research and experimentation tax credit carry forwards for federal and state income tax purposes in the amount of $0.5 million and $0.2 million, respectively. The Federal Research Credit is also subject to certain limitations under IRC Section 382. The Federal Research Credit carry forwards will begin to expire in 2019. The Company carries a $0.2 million liability against the deferred tax asset associated with these credits, unchanged in the current period.

During the later part of 2012, the Company was under examination by the Internal Revenue Service ("IRS") for the 2009 and 2010 tax years. In February 2013, the IRS completed its field audit for those tax years and in March 2013, the Company received notice from the IRS that the audit report has been fully approved. The Company has agreed to those findings and paid $57.0 thousand, which was expensed during the first quarter of 2013.

The Company has reviewed its uncertain tax positions and management has concluded that there are no additional amounts required to be recorded in accordance with ASC 740-10.

25

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

17. Fair Value of Financial Instruments 

The carrying and fair values of financial instruments are as follows:	At
	September 30, 2013				December 31, 2012
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets:
Cash and cash equivalents	$	17,213	$	17,213	$	15,209	$	15,209
Fixed maturity securities:
Obligations of the U.S. Treasury and U.S. Government agencies	49,439		49,439		23,178		23,178
Municipal securities	22,750		22,750		17,041		17,041
Corporate securities	50,491		50,491		70,008		70,008
Mortgage-backed securities	80		80		289		289
Asset-backed securities	—		—		125		125
Equity securities:
Common stock - publicly traded	44		44		42		42
Preferred stock - publicly traded	5,264		5,264		5,107		5,107
Common stock - non-publicly traded	51		51		58		58
Preferred stock - non-publicly traded	1,013		1,013		1,013		1,013
Notes receivable	5,818		5,818		11,290		11,290
Accounts and premiums receivable, net	32,785		32,785		27,302		27,302
Other receivables	36,109		36,109		13,393		13,393
Short-term investments	971		971		1,222		1,222
Total financial assets	$	222,028	$	222,028	$	185,277	$	185,277
Financial liabilities:
Note payable	$	82,750	$	82,750	$	89,438	$	89,438
Preferred trust securities	35,000		35,000		35,000		35,000
Interest rate swap	3,192		3,192		4,338		4,338
Total financial liabilities	$	120,942	$	120,942	$	128,776	$	128,776

The Company's financial assets and liabilities accounted for at fair value by level within the fair value hierarchy are as follows:

At September 30, 2013			Fair Value Measurements Using:
			Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets:
Fixed maturity securities:
Obligations of the U.S. Treasury and U.S. Government agencies	$	49,439	$	—	$	49,439	$	—
Municipal securities	22,750		—		22,750		—
Corporate securities	50,491		—		50,491		—
Mortgage-backed securities	80		—		80		—
Asset-backed securities	—		—		—		—
Equity securities:
Common stock - publicly traded	44		44		—		—
Preferred stock - publicly traded	5,264		5,264		—		—
Common stock - non-publicly traded	51		—		—		51
Preferred stock - non-publicly traded	1,013		—		—		1,013
Short-term investments	971		971		—		—
Total assets	$	130,103	$	6,279	$	122,760	$	1,064
Financial Liabilities:
Interest rate swap	$	3,192	$	—	$	3,192	$	—

26

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

At December 31, 2012			Fair Value Measurements Using:
			Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets:
Fixed maturity securities:
Obligations of the U.S. Treasury and U.S. Government agencies	$	23,178	$	—	$	23,178	$	—
Municipal securities	17,041		—		17,041		—
Corporate securities	70,008		—		69,956		52
Mortgage-backed securities	289		—		289		—
Asset-backed securities	125		—		125		—
Equity securities:
Common stock - publicly traded	42		42		—		—
Preferred stock - publicly traded	5,107		5,107		—		—
Common stock - non-publicly traded	58		—		—		58
Preferred stock - non-publicly traded	1,013		—		—		1,013
Short-term investments	1,222		1,222		—		—
Total Assets	$	118,083	$	6,371	$	110,589	$	1,123
Financial Liabilities:
Interest rate swap	$	4,338	$	—	$	4,338	$	—

The Company did not transfer any fixed maturity or equity securities between Level 1 and Level 2 for the nine months ended September 30, 2013. For the nine months ended September 30, 2013, 1 corporate security was transferred from Level 3 to Level 2. This transfer occurred due to the availability of Level 2 pricing for the corporate security, which was unavailable in prior periods. The Company's use of Level 3 unobservable inputs included 6 individual securities that accounted for 0.8% of total investments at September 30, 2013. The Company utilized an independent third party pricing service to value 3 of the Level 3 securities. The value of 2 equity securities in Level 3, which are non-publicly traded preferred stocks, were calculated by the Company. One of the equity securities, with a value of $1.0 million, was valued by taking into account the strength of the issuer's parent company guaranteeing the dividend of the issuer. The second Level 3 equity security, with a value of $13.0 thousand was valued by estimating the total value of the Class-A shares outstanding by the issuer and a review of the issuer's audited financial statements. At December 31, 2012, the Company had 7 individual securities valued under Level 3 that accounted for 1.0% of total investments.

The following table summarizes the changes in Level 3 assets measured at fair value:	For the Nine Months Ended
	September 30, 2013			September 30, 2012
Beginning balance, January 1,	$	1,123		$	1,204
Total realized and (unrealized) investment gains (losses):
Included in net income	—			—
Included in other comprehensive (loss)	(32		)	(19		)
Sales	—			(47		)
Transfers (out of) into Level 3	(27		)	(7		)
Ending balance, September 30,	$	1,064		$	1,131

18. Statutory Reporting and Insurance Subsidiaries Dividend Restrictions

The Company's insurance subsidiaries may pay dividends to the Company, subject to statutory restrictions. Payments in excess of statutory restrictions (extraordinary dividends) to the Company are permitted only with prior approval of the insurance department of the applicable state of domicile. All dividends from subsidiaries were eliminated in the Consolidated Financial Statements.

27

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

The following table sets forth the dividends paid to the Company by its insurance company subsidiaries for the following periods:

	For the Nine Months Ended		For the Twelve Months Ended
	September 30, 2013		December 31, 2012
Ordinary dividends	$	231	$	2,783
Extraordinary dividends	—		—
Total dividends	$	231	$	2,783

The following table details the combined statutory capital and surplus of the Company's insurance subsidiaries, the required minimum statutory capital and surplus, as required by the laws of the states in which they are domiciled and the combined amount available for ordinary dividends of the Company's insurance subsidiaries for the following periods:

	At
	September 30, 2013		December 31, 2012
Combined statutory capital and surplus of the Company's insurance subsidiaries	$	61,762	$	53,885
Required minimum statutory capital and surplus	$	17,200	$	15,300
Amount available for ordinary dividends of the Company's insurance subsidiaries	$	2,065	$	4,500

Under the NAIC's Risk-Based Capital Act of 1995, a company's Risk-Based Capital ("RBC") is calculated by applying certain risk factors to various asset, claim and reserve items. If a company's adjusted surplus falls below calculated RBC thresholds, regulatory intervention or oversight is required. The Company's insurance subsidiaries' RBC levels, as calculated in accordance with the NAIC's RBC instructions, exceeded all RBC thresholds as of September 30, 2013 and December 31, 2012, respectively.

The amount of ordinary dividends available from the Company's two subsidiaries domiciled in the state of Georgia, Life of the South Insurance Company and The Insurance Company of the South, was impacted in the third quarter of 2013 by a change in Georgia's Insurance Regulations.  Previously, the maximum amount of ordinary dividends payable in any one year by an insurer domiciled in Georgia was defined as the greater of a) 10 percent of the insurer's surplus with regards to policyholders as of December 31 of the preceding year, or b) the net gain from operations of the insurer (for life companies) or the net income not including realized capital gains (for non-life companies) for the 12 month period ending December 31 of the preceding year.  Now, the maximum ordinary dividend is defined as the lesser of these two measures.  This regulation change reduced the amount of ordinary dividends available from the insurance companies at September 30, 2013 by $2.2 million.

19. Commitments and Contingencies

Commitments

The Company may, from time to time and in the ordinary course of normal business, enter into certain contractual obligations or commitments.

As part of the 2012 acquisition of ProtectCELL, the Company has a conditional commitment to provide up to $10.2 million of additional capital ("Additional Fortegra Capital Contributions") to ProtectCELL if the board of directors of ProtectCELL (the "PC Board") determines that ProtectCELL requires additional funds to support expansion and growth, or other appropriate business needs.

The Company is obligated to evaluate any such funding request received from the PC Board in good faith to determine whether in the Company's reasonable business judgment the requested capital should be contributed. Fortegra is not required to honor the funding request from the PC Board if it in good faith deems the request to be imprudent or unjustified.

The benefits of such additional funding would inure to the Company and to the non-controlling ownership interest of ProtectCELL, in proportion to their respective ownership interests. However, in return for each $1,000 of Additional Fortegra Capital Contributions, the Company would receive one Series A Preferred Unit. Any unreturned Series A Preferred contribution is deducted from ProtectCELL's valuation in determining the option price.

28

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

Contingencies

The Company is a party to claims and litigation in the normal course of its operations. Management believes that the ultimate outcome of such matters in existence at September 30, 2013 are reserved against, covered by insurance or would not have a material adverse effect on the consolidated financial condition, results of operations or cash flows of the Company.

In the Payment Protection segment, the Company is currently a defendant in Mullins v. Southern Financial Life Insurance Co., which was filed on February 2, 2006, in the Pike Circuit Court, in the Commonwealth of Kentucky.  A class was certified on June 25, 2010.  At issue is the duration or term of coverage under certain policies.  The action alleges violations of the Consumer Protection Act and certain insurance statutes, as well as common law fraud.  The action seeks compensatory and punitive damages, attorney fees and interest.  The parties are currently involved in the merits discovery phase and discovery disputes have arisen.  Plaintiffs filed a Motion for Sanctions on April 5, 2012 in connection with the Company's efforts to locate and gather certificates and other documents from the Company's agents.  While the court did not award sanctions, it did order the Company to subpoena certain records from its agents.  In an effort to prevent the trial court from enforcing the order, the Company filed a Writ of Prohibition, which the Kentucky Court of Appeals denied on August 31, 2012.  In response, the Company filed a motion for discretionary review of the Writ of Prohibition. The Company also filed a direct appeal of the same order, on the grounds that the order could be construed as a finding of contempt on the part of the Company. The Court of Appeals dismissed the direct appeal on September 13, 2013, which prompted the Company to file a motion for discretionary review of the direct appeal. The Kentucky Supreme Court is currently reviewing both the Writ of Prohibition and the direct appeal. To date, no trial date has been set.

In the Motor Clubs business of the Payment Protection segment, the Company is currently a defendant in Dill and Thurman v. Continental Car Club, Inc. and Fortegra Financial Corp., which was filed on August 18, 2011 in the Tennessee Chancery Court, Rhea County.  The Plaintiffs asserted claims for breach of employment and non-competition agreements, among other claims, and sought injunctive relief and damages in connection with the Company's purchase of Continental Car Club, Inc. from Plaintiffs in May 2010.  In November 2010, the trial court ruled that the employment agreements, including the non-competition provisions thereof, were enforceable, but that Plaintiffs resigned for good reason from the Company entitling them to severance benefits. However, the Company successfully appealed this ruling to the Tennessee Court of Appeals, which in October 2013 reversed the order awarding severance benefits while upholding the order enforcing the non-competition provisions of the employment agreement.  The Company is currently pursuing recovery of Company property and attorney fees. 

The Company considers such litigation customary in its lines of business.  In management's opinion, based on information available at this time, the ultimate resolution of such litigation, which it is vigorously defending, should not be materially adverse to the financial position, results of operations or cash flows of the Company. It should be noted that large punitive damage awards, bearing little relation to actual damages sustained by plaintiffs, have been awarded in certain states against other companies in the credit insurance business. Loss contingencies may be taken as developments warrant, although such amounts are not reasonably estimable at this time.

20. Segment Results

The Company conducts business through three business segments: (i) Payment Protection; (ii) BPO; and (iii) Brokerage. The revenue for each segment is presented below to reflect the operating characteristics of the segment. The Company allocates certain revenues and expenses to the segments. These items consist primarily of corporate-related income, transaction related costs, executive stock compensation and other overhead expenses. Segment assets are not presented to the Company's chief operating decision maker for operational decision-making and therefore are not disclosed in the accompanying table.

The Company measures the profitability of its business segments with the allocation of Corporate revenues and expenses and without taking into account amortization, depreciation, interest expense and income taxes. The Company refers to this financial performance measure as "segment EBITDA" (earnings before interest, taxes, depreciation and amortization). The Company's financial measure of segment EBITDA meets the definition of a Non-GAAP financial measure and is not a recognized term under U.S. GAAP, nor is it an alternative to the U.S. GAAP financial measures presented in this Form 10-Q. The Non-GAAP financial measure in this Form 10-Q should be used in addition to, but not as a substitute for, the U.S. GAAP financial measures presented elsewhere in this Form 10-Q. The Company believes that this Non-GAAP financial measure provides useful information to management, analysts and investors regarding financial and business trends relating to the Company's results of operations and financial condition. The variability of the Company's segment EBITDA is significantly affected by segment net revenues because a large portion of the Company's operating expenses are fixed. The Company's industry peers may also provide similar supplemental Non-GAAP financial measures, although they may not use the same or comparable terminology and may not make identical adjustments. 

The following table presents the Company's business segment results:

29

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
Segment Net Revenue
Payment Protection
Service and administrative fees	$	45,248		$	17,519		$	122,016		$	52,281
Ceding commission	8,732			11,122			22,852			25,396
Net investment income	771			744			2,432			2,219
Net realized investment gains	756			(16		)	2,043			(6		)
Other income (1)	177			52			929			172
Net earned premium	34,105			33,893			100,928			97,770
Net losses and loss adjustment expenses	(9,957		)	(11,430		)	(31,096		)	(32,272		)
Member benefit claims	(13,834		)	(1,157		)	(34,624		)	(3,558		)
Commissions	(43,175		)	(33,377		)	(120,148		)	(96,647		)
Total Payment Protection Net Revenue	22,823			17,350			65,332			45,355
BPO	3,717			4,951			11,900			13,565
Brokerage
Brokerage commissions and fees	8,789			8,411			28,411			27,295
Service and administrative fees	274			428			1,107			1,349
Total Brokerage	9,063			8,839			29,518			28,644
Total segment net revenue	35,603			31,140			106,750			87,564
Operating Expenses
Payment Protection	15,833			9,563			44,805			26,205
BPO	2,370			3,836			8,706			10,320
Brokerage	7,296			7,268			22,016			21,577
Total operating expenses	25,499			20,667			75,527			58,102
EBITDA
Payment Protection	6,990			7,787			20,527			19,150
BPO	1,347			1,115			3,194			3,245
Brokerage	1,767			1,571			7,502			7,067
Total EBITDA	10,104			10,473			31,223			29,462
Depreciation and Amortization
Payment Protection	1,736			863			5,145			2,577
BPO	845			494			2,512			1,495
Brokerage	667			641			2,004			2,287
Total depreciation and amortization	3,248			1,998			9,661			6,359
Interest Expense
Payment Protection	1,022			1,359			3,044			3,342
BPO	176			294			528			820
Brokerage	303			372			917			1,105
Total interest expense	1,501			2,025			4,489			5,267
Income before income taxes and non-controlling interests
Payment Protection	4,232			5,565			12,338			13,231
BPO	326			327			154			930
Brokerage	797			558			4,581			3,675
Total income before income taxes and non-controlling interests	5,355			6,450			17,073			17,836
Income taxes	2,268			2,397			6,048			6,392
Less: net (loss) income attributable to non-controlling interests	(135		)	29			868			62
Net income	$	3,222		$	4,024		$	10,157		$	11,382

(1) - Includes the $402 gain on sale of subsidiary for the nine months ended September 30, 2013.

30

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

The following table reconciles segment information to the Company's Consolidated Statements of Income and provides a summary of other key financial information for each segment:

Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income
	For the Three Months Ended				For the Nine Months Ended
	September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
Segment Net Revenue
Payment Protection (1)	$	22,823	$	17,350	$	65,332	$	45,355
BPO	3,717		4,951		11,900		13,565
Brokerage	9,063		8,839		29,518		28,644
Segment net revenues	35,603		31,140		106,750		87,564
Net losses and loss adjustment expenses	9,957		11,430		31,096		32,272
Member benefit claims	13,834		1,157		34,624		3,558
Commissions	43,175		33,377		120,148		96,647
Total segment revenue	102,569		77,104		292,618		220,041
Operating Expenses
Payment Protection	15,833		9,563		44,805		26,205
BPO	2,370		3,836		8,706		10,320
Brokerage	7,296		7,268		22,016		21,577
Total operating expenses	25,499		20,667		75,527		58,102
Net losses and loss adjustment expenses	9,957		11,430		31,096		32,272
Member benefit claims	13,834		1,157		34,624		3,558
Commissions	43,175		33,377		120,148		96,647
Total operating expenses before depreciation, amortization and interest expense	92,465		66,631		261,395		190,579
EBITDA
Payment Protection	6,990		7,787		20,527		19,150
BPO	1,347		1,115		3,194		3,245
Brokerage	1,767		1,571		7,502		7,067
Total EBITDA	10,104		10,473		31,223		29,462
Depreciation and Amortization
Payment Protection	1,736		863		5,145		2,577
BPO	845		494		2,512		1,495
Brokerage	667		641		2,004		2,287
Total depreciation and amortization	3,248		1,998		9,661		6,359
Interest Expense
Payment Protection	1,022		1,359		3,044		3,342
BPO	176		294		528		820
Brokerage	303		372		917		1,105
Total interest expense	1,501		2,025		4,489		5,267
Income before income taxes and non-controlling interests
Payment Protection	4,232		5,565		12,338		13,231
BPO	326		327		154		930
Brokerage	797		558		4,581		3,675

31

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income
	For the Three Months Ended					For the Nine Months Ended
Total income before income taxes and non-controlling interests	5,355			6,450		17,073		17,836
Income taxes	2,268			2,397		6,048		6,392
Less: net (loss) income attributable to non-controlling interests	(135		)	29		868		62
Net income	$	3,222		$	4,024	$	10,157	$	11,382

(1) - Includes the $402 gain on sale of subsidiary for the nine months ended September 30, 2013.

21. Related Party Transactions

In conjunction with the December 31, 2012 acquisition of ProtectCELL, the Company assumed an office space lease between ProtectCELL and 39500 High Pointe, LLC ("High Pointe"). The ownership of High Pointe includes three members who were the founding members of ProtectCELL and are now employees of the Company. The Company made lease payments to High Pointe during the three and nine months ended September 30, 2013, which are reflected in the table below.

At December 31, 2012, ProtectCELL held a $6.1 million note receivable carrying an interest rate of 8.00% from High Pointe, which was fully secured by a mortgage on the office building owned by High Pointe (see above lease). On March 15, 2013, ProtectCELL received $6.1 million from High Pointe, representing the full payoff of the outstanding balance of the note receivable. The Company only recorded interest income on this note receivable during the three months ended March 31, 2013.

An executive officer of ProtectCELL owns multiple wireless retail locations, which sell ProtectCELL protection plans to wireless retail customers. For the three and nine months ended September 30, 2013, the Company recorded income from and paid commissions for this related party arrangement, which are reflected in the table below.

In conjunction with the December 31, 2012 acquisition of 4Warranty, the Company assumed an office space lease between 4Warranty and Source International Incorporated ("Source"), effective January 1, 2013. The ownership of Source is comprised of two individuals who have consulting relationships with the Company. The Company made lease payments to Source for the three and nine months ended September 30, 2013, which are reflected in the table below.

In January 2012, the Company recorded a receivable due from an officer of the Company relating to the 2010 acquisition of South Bay Acceptance Corporation, which had a balance of $0.1 million at September 30, 2013 and December 31, 2012, respectively.

In December 2011, the Company entered into an information technology support services agreement (the "IT Agreement") with a company for which a member serving on the Company's Board of Directors also serves on the board of the company receiving the information technology support services from the Company. The IT Agreement has no set term and calls for a total of $0.3 million plus reimbursement of expenses to be received by the Company over the duration of the agreement. The Company recorded income from the IT Agreement during the nine months ended September 30, 2012, which is reflected in the table below.

In December 2011, the Company entered into a marketing and referral agreement (the "Marketing Agreement") with a company in which a member serving on the Company's Board of Directors also serves on the board of the company providing the marketing services (the "Marketer"). The Marketing Agreement has a five year term and requires the Company to pay the Marketer a per account fee per month based on the number of enrolled customers the Marketer obtains for the Company. In conjunction with this Marketing Agreement, during April 2013, the Company entered into an agreement under which the Marketer began selling insurance-related products of the Company to the Marketer's customers. The Company recorded income and paid claims, associated with the sale of the Company's insurance-related products, for the three and nine months ended September 30, 2013, which are reflected in the table below.

32

FORTEGRA FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(All Amounts in Thousands Except Share Amounts, Per Share Amounts or Unless Otherwise Noted)

The following table details the amounts recorded on the Company's Consolidated Balance Sheets and Consolidated Statements of Income resulting from related party transactions:

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2013		September 30, 2012		September 30, 2013		September 30, 2012
Income recorded by ProtectCELL for protection plans sold	$	537	$	—	$	1,639	$	—
Income recorded for the sale of the Company's insurance-related products under the Marketing Agreement	324		—		592		—
Income recorded from the IT Agreement	—		—		—		218
Total related party income recorded by the Company	$	861	$	—	$	2,231	$	218
Interest income recorded on related party notes receivable	$	—	$	—	$	21	$	—
Lease expense paid to 39500 High Pointe, LLC	$	103	$	—	$	300	$	—
Lease expense paid to Source International Incorporated	29		—		87		—
Total related party lease expense	$	132	$	—	$	387	$	—
Commissions paid by ProtectCELL for protection plans sold	$	200	$	—	$	651	$	—
Claims paid on the Company's insurance-related products under the Marketing Agreement	$	26	$	—	$	26	$	—
					At
					September 30, 2013		December 31, 2012
Notes receivable from related parties					$	134	$	6,269

33

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") represents an overview of our results of operations and financial condition and should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Part I, of this Form 10-Q. Except for the historical information contained herein, the discussions in MD&A contain forward-looking statements that involve risks and uncertainties. Our future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in "Item 1A. Risk Factors" included in this Form 10-Q.

EXECUTIVE SUMMARY

Our net income for the three months ended September 30, 2013 decreased $0.8 million, or 19.9%, to $3.2 million from $4.0 million for the three months ended September 30, 2012, which prior period included a $1.0 million impact from a change in accounting estimate. Earnings per diluted share decreased 20.0% to $0.16 for the three months ended September 30, 2013 from $0.20 for the same period in 2012.

For the three months ended September 30, 2013, our total revenues increased $25.5 million, or 33.0%, to $102.6 million from $77.1 million for the same period in 2012, which prior period included the effect of a $4.0 million change in accounting estimate. The increase in 2013 revenues is primarily attributable to our December 31, 2012 acquisitions of ProtectCELL and 4Warranty, which accounted for $26.7 million and $0.8 million of the increase, respectively. In addition, total revenues for the three months ended September 30, 2013 included $0.8 million of realized investment gains, and increases in brokerage commissions and fees and net earned premiums of $0.4 million and $0.2 million, respectively. These increases were partially offset by a $2.4 million decrease in ceding commissions.

Total expenses increased $26.6 million, or 37.6%, to $97.2 million for the three months ended September 30, 2013 from $70.7 million for the same period in 2012, which prior period included the effect of a $2.5 million change in accounting estimate. The majority of the increase for the 2013 period was due to ProtectCELL and 4Warranty, which added $27.3 million and $0.8 million to expenses, respectively, offset by a $1.5 million decrease in net losses and loss adjustment expenses. 

Our net income for the nine months ended September 30, 2013 decreased $1.2 million, or 10.8%, to $10.2 million from $11.4 million for the nine months ended September 30, 2012, which prior period included a $1.0 million impact of a change in accounting estimate. Earnings per diluted share decreased 12.5% to $0.49 for the nine months ended September 30, 2013 from $0.56 for the same period in 2012.

For the nine months ended September 30, 2013, our total revenues increased $72.6 million, or 33.0%, to $292.6 million from $220.0 million for the same period in 2012, which prior period included the effect of a $4.0 million change in accounting estimate. The increase in revenues is primarily attributable to ProtectCELL and 4Warranty, which accounted for $67.0 million and $2.1 million of the increase, respectively. Total revenues for the nine months ended September 30, 2013 included a $3.2 million increase in net earned premiums along with $2.0 million of realized investment gains. These increases were partially offset by a $2.5 million decrease in ceding commissions.

Total expenses increased $73.3 million, or 36.3%, to $275.5 million for the nine months ended September 30, 2013 from $202.2 million for the same period in 2012, which prior period included the effect of a $2.5 million change in accounting estimate. The majority of the increase was due to ProtectCELL and 4Warranty, which added $65.3 million and $2.0 million to expenses, respectively. Excluding the increases associated with ProtectCell and 4Warranty, commission expense, direct-to-consumer initiative and depreciation increased $4.9 million, $1.6 million and $1.2 million, respectively. These increases were partially offset by a $1.4 million reduction in interest expense and a $1.2 million decline in net losses and loss adjustment expenses compared to the same period in 2012. In addition, the 2013 expenses also included $1.2 million in costs associated with our previously announced consolidation of operations plan, discussed below.

In January 2013, we announced a plan to consolidate our fulfillment, claims administration and information technology functions for all our insurance related products (the "Plan"). Prior to the Plan, such functions resided in individual business units. The decision was part of our efforts to streamline operations, focus resources and provide first in class service to our customers. During the first quarter of 2013, approximately 40 employee and contract positions were eliminated. We estimate that the Plan will result in annual pre-tax savings of approximately $4.0 million.

On February 1, 2013, we acquired 100% of the outstanding stock of RICC, from subsidiaries of the Kemper Corporation ("Kemper") for $4.8 million.  RICC is a property/casualty insurance company domiciled and licensed in California, which we intend to use for geographic expansion in our Payment Protection business.  RICC had, at the time of purchase, no policies in force, and all remaining claim liabilities for previously issued policies are fully reinsured by Kemper's subsidiary, Trinity Universal Insurance Company.

In June 2013, we sold our wholly owned subsidiary, Magna Insurance Company, for a sales price of $3.0 million and realized a $0.4 million pre-tax gain on the sale which is included in our results for the nine months ended September 30, 2013.

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In August 2013, the Board of Directors (the "Board") authorized an additional $5.0 million increase to the share repurchase plan. This additional authorization expands the existing share repurchase program from $10.0 million as authorized by the Board in November 2011 to $15.0 million. We view our share repurchase plan as an effective method of creating stockholder value and a prudent use of available cash.

Critical Accounting Policies

Fortegra's critical accounting policies involving significant judgments and assumptions used in the preparation of the Consolidated Financial Statements as of September 30, 2013 are unchanged from the disclosures presented in the MD&A of Fortegra's 2012 Annual Report on Form 10-K.

Change in Accounting Estimate - Unearned Premium Reserves for the Payment Protection Segment

As previously disclosed in our 2012 Form 10-K, during the period ended September 30, 2012, we reviewed our unearned premium reserves in relation to the loss patterns and the related recognition of income for certain types of credit property and vendor single interest payment protection products, and based on our analysis determined that a change to the Rule of 78s method of interest calculation results in a more accurate estimate of net earned premium reserves for these products (the "Change in Accounting Estimate"). For this previous disclosure and more information regarding the effect of the Change in Accounting Estimate on our historical results of operations, see the Note, "Summary of Significant Accounting Policies - Change in Accounting Estimate - Unearned Premium Reserves for the Payment Protection Segment" of the Notes to Consolidated Financial Statements in our 2012 Form 10-K.

Recently Issued Accounting Standards

For a discussion of recently issued accounting standards, please see the Note "Recent Accounting Standards" of the Notes to Consolidated Financial Statements included in this Form 10-Q.

Components of Revenues and Expenses

For a complete discussion of our "Components of Revenues and Expenses," please see the MD&A in Part II, Item 7, of Fortegra's 2012 Form 10-K.

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RESULTS OF OPERATIONS

The following tables set forth our Consolidated Statements of Income for the following periods:

(in thousands, except shares, per share amounts and percentages)	For the Three Months Ended
	September 30, 2013			September 30, 2012			$ Change from 2012			% Change from 2012
Revenues:
Service and administrative fees	$	49,238		$	22,898		$	26,340		115	%
Brokerage commissions and fees	8,787			8,411			376			4.5
Ceding commission	8,731			11,122			(2,391		)	(21.5	)
Net investment income	772			744			28			3.8
Net realized investment gains (losses)	756			(16		)	772			(4,825.0	)
Net earned premium	34,106			33,893			213			0.6
Other income	179			52			127			244.2
Total revenues	102,569			77,104			25,465			33.0
Expenses:
Net losses and loss adjustment expenses	9,957			11,430			(1,473		)	(12.9	)
Member benefit claims	13,834			1,157			12,677			1,095.7
Commissions	43,175			33,377			9,798			29.4
Personnel costs	14,649			12,708			1,941			15.3
Other operating expenses	10,850			7,959			2,891			36.3
Depreciation and amortization	1,378			871			507			58.2
Amortization of intangibles	1,870			1,127			743			65.9
Interest expense	1,501			2,025			(524		)	(25.9	)
Total expenses	97,214			70,654			26,560			37.6
Income before income taxes and non-controlling interests	5,355			6,450			(1,095		)	(17.0	)
Income taxes	2,268			2,397			(129		)	(5.4	)
Income before non-controlling interests	3,087			4,053			(966		)	(23.8	)
Less: net (loss) income attributable to non-controlling interests	(135		)	29			(164		)	(565.5	)
Net income	$	3,222		$	4,024		$	(802	)	(19.9	)%
Earnings per share:
Basic	$	0.17		$	0.21
Diluted	$	0.16		$	0.20
Weighted average common shares outstanding:
Basic	19,405,597			19,531,694
Diluted	20,404,508			20,463,238

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(in thousands, except shares, per share amounts and percentages)	For the Nine Months Ended
	September 30, 2013		September 30, 2012			$ Change from 2012			% Change from 2012
Revenues:
Service and administrative fees	$	135,022	$	67,195		$	67,827		100.9	%
Brokerage commissions and fees	28,409		27,295			1,114			4.1
Ceding commission	22,851		25,396			(2,545		)	(10.0	)
Net investment income	2,433		2,219			214			9.6
Net realized investment gains (losses)	2,043		(6		)	2,049			(34,150.0	)
Net earned premium	100,929		97,770			3,159			3.2
Other income	529		172			357			207.6
Gain on sale of subsidiary	402		—			402			100.0	%
Total revenues	292,618		220,041			72,577			33.0
Expenses:
Net losses and loss adjustment expenses	31,096		32,272			(1,176		)	(3.6	)
Member benefit claims	34,624		3,558			31,066			873.1
Commissions	120,148		96,647			23,501			24.3
Personnel costs	45,089		36,467			8,622			23.6
Other operating expenses	30,438		21,635			8,803			40.7
Depreciation and amortization	4,063		2,584			1,479			57.2
Amortization of intangibles	5,598		3,775			1,823			48.3
Interest expense	4,489		5,267			(778		)	(14.8	)
Total expenses	275,545		202,205			73,340			36.3
Income before income taxes and non-controlling interests	17,073		17,836			(763		)	(4.3	)
Income taxes	6,048		6,392			(344		)	(5.4	)
Income before non-controlling interests	11,025		11,444			(419		)	(3.7	)
Less: net income attributable to non-controlling interests	868		62			806			1,300.0
Net income	$	10,157	$	11,382		$	(1,225	)	(10.8	)%
Earnings per share:
Basic	$	0.52	$	0.59
Diluted	$	0.49	$	0.56
Weighted average common shares outstanding:
Basic	19,500,430		19,705,105
Diluted	20,531,122		20,620,084

REVENUES

Service and Administrative Fees

Service and administrative fees for the three months ended September 30, 2013 increased $26.3 million, or 115.0%, to $49.2 million from $22.9 million for the three months ended September 30, 2012. The increase resulted primarily from $26.6 million and $0.8 million in current period revenues attributable to ProtectCELL and 4Warranty, respectively, which was partially offset by a $1.0 million decrease in our Consecta insurance company client revenues.

Service and administrative fees for the nine months ended September 30, 2013 increased $67.8 million, or 100.9%, to $135.0 million from $67.2 million for the nine months ended September 30, 2012. The increase resulted primarily from $66.8 million and $2.1 million in current period revenues attributable to ProtectCELL and 4Warranty, respectively, which was partially offset by a $1.5 million decrease in our Consecta insurance company client revenues.

Brokerage Commissions and Fees

Brokerage commissions and fees for the three months ended September 30, 2013 increased $0.4 million, or 4.5%, to $8.8 million from $8.4 million for the three months ended September 30, 2012. For the 2013 period, B&G increased $0.5 million compared to the same period in 2012, offset by a $0.1 million decline in eReinsure.

Brokerage commissions and fees for the nine months ended September 30, 2013 increased $1.1 million, or 4.1%, to $28.4 million from $27.3 million for the nine months ended September 30, 2012. For the 2013 period, B&G and eReinsure increased $0.9 million and $0.2 million, respectively, compared to the same period in 2012.

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Ceding Commission

Ceding commission for the three months ended September 30, 2013 decreased $2.4 million, or 21.5%, to $8.7 million from $11.1 million for the three months ended September 30, 2012. This decrease resulted primarily from a change in accounting estimate during the three months ended September 30, 2012 of $2.1 million and lower administrative fees.

Ceding commission for the nine months ended September 30, 2013 decreased $2.5 million, or 10.0%, to $22.9 million from $25.4 million for the nine months ended September 30, 2012. This decrease resulted primarily from a change in accounting estimate during the three months ended September 30, 2012 of $2.1 million and lower administrative fees.

Net Investment Income

Net investment income for the three months ended September 30, 2013 increased $28.0 thousand, or 3.8%, to $0.8 million compared to $0.7 million for the three months ended September 30, 2012 and for the nine months ended September 30, 2013 increased $0.2 million, or 9.6%, to $2.4 million compared to $2.2 million for the nine months ended September 30, 2012. The increase for both periods in 2013 compared with both periods in 2012 was principally due to a higher average balance of fixed income securities and publicly traded preferred stocks, which was partially offset by an overall decrease in yields on our investment portfolio.

Net Realized Investment Gains

Net realized gains on the sale of investments totaled $0.8 million for the three months ended September 30, 2013 compared to net realized losses of $16.0 thousand for the three months ended September 30, 2012.

Net realized gains on the sale of investments totaled $2.0 million for the nine months ended September 30, 2013 compared to net realized losses of $6.0 thousand for the nine months ended September 30, 2012.

Net Earned Premium

Net earned premium for the three months ended September 30, 2013 increased $0.2 million, or 0.6%, to $34.1 million from $33.9 million for the three months ended September 30, 2012, with the change in accounting estimate increasing net earned premium by $1.8 million for the 2012 period. For the 2013 period, direct and assumed earned premium increased $1.9 million resulting from increased production from existing clients and new clients distributing our credit insurance, warranty and non-standard auto products and geographic expansion. Because of this increase, ceded earned premiums increased $1.7 million, or 2.6%, for the three months ended September 30, 2013. On average, we maintained a 66.0% overall cession rate of direct and assumed earned premium for the three months ended September 30, 2013 compared with 65.5% for the 2012 period.

Net earned premium for the nine months ended September 30, 2013 increased $3.2 million, or 3.2%, to $100.9 million from $97.8 million for the nine months ended September 30, 2012, with the change in accounting estimate increasing net earned premium by $1.8 million for the 2012 period. For the 2013 period, direct and assumed earned premium increased $15.0 million resulting from increased production from existing clients and new clients distributing our credit insurance warranty and non-standard auto products and geographic expansion. Because of this increase, ceded earned premiums increased $11.9 million, or 6.9%, for the nine months ended September 30, 2013. On average, we maintained a 64.5% overall cession rate of direct and assumed earned premium for the nine months ended September 30, 2013 compared with 63.7% for the 2012 period.

Other Income

Other income totaled $0.2 million and $0.1 million for the three months ended September 30, 2013 and 2012, respectively. Other income totaled $0.5 million and $0.2 million for the nine months ended September 30, 2013 and 2012, respectively.

Gain on Sale of Subsidiary

In June 2013, we sold our 100% interest in Magna Insurance Company and realized a gain of $0.4 million, which is included in the results for the nine months ended September 30, 2013.

EXPENSES

Net Losses and Loss Adjustment Expenses

Net losses and loss adjustment expenses for the three months ended September 30, 2013 decreased $1.5 million, or 12.9%, to $10.0 million, from $11.4 million for the three months ended September 30, 2012.  Our net losses and loss adjustment expense ratio improved from 33.7% in 2012 to 29.2% in 2013. The 2012 results were favorably impacted by 200 basis points from the change in accounting estimate. The decrease in net losses and loss adjustment expense ratio was primarily driven by favorable loss experience for the 2013 period. For the 2013 period, our direct and assumed losses increased by $0.3 million, or 1.2%, as compared with the same period in 2012. For the 2013 period, our ceded losses were higher by $1.8 million, or 15.1%, compared with the same period in 2012, offsetting the increase in direct and assumed losses and loss adjustment expense. On average, we maintained a 57.4% and 50.5% overall cession rates of direct and assumed losses and loss adjustment expenses for the three months ended September 30, 2013 and 2012, respectively.

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Net losses and loss adjustment expenses for the nine months ended September 30, 2013 decreased $1.2 million, or 3.6%, to $31.1 million, from $32.3 million for the nine months ended September 30, 2012.  Our net losses and loss adjustment expense ratio improved from 33.0% in 2012 to 30.8% in 2013. The 2012 results were favorably impacted by 60 basis points from the change in accounting estimate. The decrease in net losses and loss adjustment expense ratio was primarily driven by favorable loss experience for the 2013 period. For the 2013 period, our direct and assumed losses increased by $0.7 million, or 1.0%, as compared with the same period in 2012. For the 2013 period, our ceded losses were higher by $1.9 million, or 5.5%, compared with the same period in 2012, offsetting the increase in direct and assumed losses and loss adjustment expense. On average, we maintained a 53.5% and 51.2% overall cession rates of direct and assumed losses and loss adjustment expenses for the nine months ended September 30, 2013 and 2012, respectively.

Member Benefit Claims

Member benefit claims for the three months ended September 30, 2013 increased $12.7 million, to $13.8 million, from $1.2 million for the three months ended September 30, 2012. The increase resulted from ProtectCELL’s cost of member benefits, primarily the cost of replacement devices.

Member benefit claims for the nine months ended September 30, 2013 increased $31.1 million, to $34.6 million, from $3.6 million for the nine months ended September 30, 2012. The increase resulted from ProtectCELL’s cost of member benefits, primarily the cost of replacement devices.

Commissions

Commissions for the three months ended September 30, 2013 increased $9.8 million, or 29.4%, to $43.2 million, from $33.4 million for the three months ended September 30, 2012. The increase resulted primarily from $8.7 million in commissions attributable to ProtectCELL, in addition to the $1.2 million in credit insurance and warranty products related to growth in revenues. The 2012 results had increased commission expense of $2.7 million from the change in accounting estimate.

Commissions for the nine months ended September 30, 2013 increased $23.5 million, or 24.3%, to $120.1 million, from $96.6 million for the nine months ended September 30, 2012. The increase resulted primarily from $18.4 million and $0.3 million in commissions attributable to ProtectCELL and 4Warranty, respectively, in addition to the $4.1 million in credit insurance and warranty products due to growth in revenues. The 2012 results had increased commission expense of $2.7 million from the change in accounting estimate.

Personnel Costs

Personnel costs for the three months ended September 30, 2013 increased $1.9 million, or 15.3%, to $14.6 million from $12.7 million for the three months ended September 30, 2012. For the 2013 period, ProtectCELL and 4Warranty increased personnel costs by $2.7 million and $0.3 million, respectively, which was partially offset by the impact of the decrease in headcount associated with the Plan. Stock-based compensation expense included in personnel costs totaled $0.2 million for both the three months ended September 30, 2013 and 2012

Personnel costs for the nine months ended September 30, 2013 increased $8.6 million, or 23.6%, to $45.1 million from $36.5 million for the nine months ended September 30, 2012. The increase resulted primarily from $7.0 million and $0.9 million from ProtectCELL and 4Warranty, respectively, and $1.2 million in non-recurring costs associated with the Plan, which were partially offset by the impact of the decrease in headcount associated with the Plan. Stock-based compensation expense included in personnel costs totaled $0.6 million and $0.4 million for the nine months ended September 30, 2013 and 2012, respectively.

Other Operating Expenses

Other operating expenses for the three months ended September 30, 2013 increased $2.9 million, or 36.3%, to $10.9 million from $8.0 million for the three months ended September 30, 2012. This increase was primarily due to ProtectCELL and 4Warranty, which added $2.4 million and $0.2 million, respectively, while direct-to-consumer initiative added $0.6 million.

Other operating expenses for the nine months ended September 30, 2013 increased $8.8 million, or 40.7%, to $30.4 million from $21.6 million for the nine months ended September 30, 2012. These expenses increased principally due to ProtectCELL and 4Warranty, which added $6.3 million and $0.5 million, respectively, while direct-to-consumer initiative added $0.9 million.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended September 30, 2013 increased $0.5 million, or 58.2%, to $1.4 million from $0.9 million for the three months ended September 30, 2012, while depreciation and amortization expense for the nine months ended September 30, 2013 increased $1.5 million or 57.2% to $4.1 million from $2.6 million for the nine months ended September 30, 2012. The increase for both periods compared to the same prior year periods was due to higher levels of depreciable and amortizable assets in service during 2013 compared to 2012.

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Amortization of Intangibles

Amortization expense on intangibles for the three months ended September 30, 2013 increased $0.7 million, or 65.9%, to $1.9 million from $1.1 million for the three months ended September 30, 2012. The increase was primarily due to the 2012 acquisitions of ProtectCELL and 4Warranty, which increased amortization expense on intangibles by $0.6 million and $0.1 million, respectively.

Amortization expense on intangibles for the nine months ended September 30, 2013 increased $1.8 million, or 48.3%, to $5.6 million from $3.8 million for the nine months ended September 30, 2012. The increase was primarily due to the 2012 acquisitions of ProtectCELL and 4Warranty, which increased amortization expense on intangibles by $1.8 million and $0.2 million, respectively, partially offset by fully amortized intangibles.

Interest Expense

Interest expense for the three months ended September 30, 2013 decreased $0.5 million, or 25.9%, to $1.5 million from $2.0 million for the three months ended September 30, 2012 and for the nine months ended September 30, 2013 decreased $0.8 million, or 14.8%, to $4.5 million from $5.3 million for the nine months ended September 30, 2012. The decrease for both periods in 2013, compared to 2012, was primarily attributable to both periods in 2012 being impacted by a $0.7 million charge to interest expense for previously capitalized transaction costs associated with the termination of the SunTrust Bank, N.A. revolving credit facility in August 2012. The decreases for both periods in 2013, compared to 2012 were slightly offset by higher outstanding borrowings during both periods in 2013, resulting from the acquisition of ProtectCell and 4Warranty, when compared to the 2012 outstanding borrowings.

Income Taxes

Income taxes for the three months ended September 30, 2013 decreased $0.1 million, or 5.4%, to $2.3 million from $2.4 million for the three months ended September 30, 2012. The decrease is primarily attributable to a lower level of pretax income partially offset by prior year tax true-up items, which are normally recorded in the third quarter of the year. Our effective tax rate was 42.4% for the three months ended September 30, 2013 compared to 37.2% for the same period in 2012, with the 2013 period impacted by our annual prior year tax true-up for state taxes.

Income taxes for the nine months ended September 30, 2013 decreased $0.3 million, or 5.4%, to $6.0 million from $6.4 million for the nine months ended September 30, 2012, with the decrease primarily attributable to a lower level of pretax income. Our effective tax rate was 35.4% for the nine months ended September 30, 2013 compared to 35.8% for the same period in 2012.

During the later part of 2012, we were under examination by the Internal Revenue Service ("IRS") for the 2009 and 2010 tax years. In February 2013, the IRS completed its field audit and in March 2013, we received notice from the IRS that the audit report has been fully approved. We have agreed to those findings and paid $57.0 thousand, which was expensed during the first quarter of 2013.

RESULTS OF OPERATIONS - SEGMENTS

We conduct our business through three business segments: (i) Payment Protection; (ii) BPO; and (iii) Brokerage. The revenue for each segment is presented to reflect the operating characteristics of the segment. We allocate certain revenues and costs to our segments. These items consist primarily of corporate-related income, transaction related costs, executive stock compensation and other overhead expenses. For additional information regarding segment net revenues and operating expenses, see the Note, "Segment Results" in the Notes to the Consolidated Financial Statements included in this Form 10-Q.

In this Form 10-Q, we present EBITDA, segment EBITDA margin and Adjusted EBITDA. These financial measures as presented in this Form 10-Q are considered Non-GAAP financial measures and are not recognized terms under U.S. GAAP and should not be used as an indicator of, and are not an alternative to, net income as a measure of operating performance. EBITDA as used in this Form 10-Q is net income before interest expense, income taxes, net income attributable to non-controlling interests, depreciation and amortization. Adjusted EBITDA, as used in this Form 10-Q means "Consolidated Adjusted EBITDA" which is defined under our credit facility with Wells Fargo Bank, N.A., which in general terms means consolidated net income before non-controlling interests, consolidated interest expense, consolidated amortization expense, consolidated depreciation expense and consolidated income tax expense. The other items excluded in this calculation may include if applicable, but are not limited to, specified acquisition costs, impairment of goodwill and other non-cash charges, stock-based compensation expense, and unusual or non-recurring charges and items that affect comparability of results. The calculation below does not give effect to certain additional adjustments permitted under our credit facility, which if included, would increase the amount of Adjusted EBITDA reflected in this table. We believe presenting EBITDA and Adjusted EBITDA provides investors with a supplemental financial measure of our operating performance.

In addition to the financial covenant requirements under our credit facility, management uses EBITDA and Adjusted EBITDA as financial measures of operating performance for planning purposes, which may include, but are not limited to, the preparation of budgets and projections, the determination of bonus compensation for executive officers, the analysis of the allocation of resources and the evaluation of the effectiveness of business strategies. Although we use EBITDA and Adjusted EBITDA as financial measures to assess the operating performance of our business, both measures have significant limitations as analytical tools because they exclude certain material expenses. For example, they do not include interest expense and the payment of income taxes, which are both a necessary element of our costs and

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operations. Since we use property and equipment to generate service revenues, depreciation expense is a necessary element of our costs. In addition, the omission of amortization expense associated with our intangible assets further limits the usefulness of this financial measure. Management believes the inclusion of the adjustments to EBITDA and Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future. Because EBITDA and Adjusted EBITDA do not account for these expenses, its utility as a financial measure of our operating performance has material limitations. Due to these limitations, management does not view EBITDA and Adjusted EBITDA in isolation or as a primary financial performance measure.

We believe EBITDA and Adjusted EBITDA are frequently used by securities analysts, investors and other interested parties in the evaluation of similar companies in similar industries and to measure a company's ability to service its debt and other cash needs. Because the definitions of EBITDA and Adjusted EBITDA (or similar financial measures) may vary among companies and industries, they may not be comparable to other similarly titled financial measures used by other companies.

The following tables present segment revenue and expense information, segment EBITDA and EBITDA margin information and a reconciliation to net income:

(in thousands, except percentages)	For the Three Months Ended
	September 30, 2013			September 30, 2012			$ Change from 2012			% Change from 2012
Payment Protection:
Service and administrative fees	$	45,248		$	17,519		$	27,729		158.3	%
Ceding commission	8,732			11,122			(2,390		)	(21.5	)
Net investment income	771			744			27			3.6
Net realized investment gains	756			(16		)	772			(4,825.0	)
Other income	177			52			125			240.4
Net earned premium	34,105			33,893			212			0.6
Net losses and loss adjustment expenses	(9,957		)	(11,430		)	1,473			(12.9	)
Member benefit claims	(13,834		)	(1,157		)	(12,677		)	1,095.7
Commissions	(43,175		)	(33,377		)	(9,798		)	29.4
Payment Protection revenue, net	22,823			17,350			5,473			31.5
Operating expenses - Payment Protection	15,833			9,563			6,270			65.6
EBITDA	6,990			7,787			(797		)	(10.2	)
EBITDA margin	30.6		%	44.9		%
Depreciation and amortization	1,736			863			873			101.2
Interest expense	1,022			1,359			(337		)	(24.8	)
Income before income taxes and non-controlling interest	4,232			5,565			(1,333		)	(24.0	)
BPO:
BPO revenue	3,717			4,951			(1,234		)	(24.9	)
Operating expenses	2,370			3,836			(1,466		)	(38.2	)
EBITDA	1,347			1,115			232			20.8
EBITDA margin	36.2		%	22.5		%
Depreciation and amortization	845			494			351			71.1
Interest Expense	176			294			(118		)	(40.1	)
Income before income taxes and non-controlling interest	326			327			(1		)	(0.3	)
Brokerage:
Brokerage revenue	9,063			8,839			224			2.5
Operating expenses	7,296			7,268			28			0.4
EBITDA	1,767			1,571			196			12.5
EBITDA margin	19.5		%	17.8		%
Depreciation and amortization	667			641			26			4.1
Interest expense	303			372			(69		)	(18.5	)
Income before income taxes and non-controlling interest	797			558			239			42.8
Total:
Segment net revenue	35,603			31,140			4,463			14.3

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(in thousands, except percentages)	For the Three Months Ended
	September 30, 2013			September 30, 2012		$ Change from 2012			% Change from 2012
Net losses and loss adjustment expenses	9,957			11,430		(1,473		)	(12.9	)
Member benefit claims	13,834			1,157		12,677			1,095.7
Commissions	43,175			33,377		9,798			29.4
Total revenue	102,569			77,104		25,465			33.0
Segment operating expenses	25,499			20,667		4,832			23.4
Net losses and loss adjustment expenses	9,957			11,430		(1,473		)	(12.9	)
Commissions	43,175			33,377		9,798			29.4
Total expenses before depreciation, amortization and interest expense	92,465			66,631		25,834			38.8
Total EBITDA	10,104			10,473		(369		)	(3.5	)
Depreciation and amortization	3,248			1,998		1,250			62.6
Interest expense	1,501			2,025		(524		)	(25.9	)
Total income before income taxes and non-controlling interest	5,355			6,450		(1,095		)	(17.0	)
Income taxes	2,268			2,397		(129		)	(5.4	)
Less: net (loss) income attributable to non-controlling interests	(135		)	29		(164		)	(565.5	)
Net income	$	3,222		$	4,024	$	(802	)	(19.9	)%

(in thousands, except percentages)	For the Nine Months Ended
	September 30, 2013			September 30, 2012			$ Change from 2012			% Change from 2012
Payment Protection:
Service and administrative fees	$	122,016		$	52,281		$	69,735		133.4	%
Ceding commission	22,852			25,396			(2,544		)	(10.0	)
Net investment income	2,432			2,219			213			9.6
Net realized investment gains	2,043			(6		)	2,049			(34,150.0	)
Other income (1)	929			172			757			440.1
Net earned premium	100,928			97,770			3,158			3.2
Net losses and loss adjustment expenses	(31,096		)	(32,272		)	1,176			(3.6	)
Member benefit claims	(34,624		)	(3,558		)	(31,066		)	873.1
Commissions	(120,148		)	(96,647		)	(23,501		)	24.3
Payment Protection revenue, net	65,332			45,355			19,977			44.0
Operating expenses - Payment Protection	44,805			26,205			18,600			71.0
EBITDA	20,527			19,150			1,377			7.2
EBITDA margin	31.4		%	42.2		%
Depreciation and amortization	5,145			2,577			2,568			99.7
Interest expense	3,044			3,342			(298		)	(8.9	)
Income before income taxes and non-controlling interests	12,338			13,231			(893		)	(6.7	)
BPO:
BPO revenue	11,900			13,565			(1,665		)	(12.3	)
Operating expenses	8,706			10,320			(1,614		)	(15.6	)
EBITDA	3,194			3,245			(51		)	(1.6	)
EBITDA margin	26.8		%	23.9		%
Depreciation and amortization	2,512			1,495			1,017			68.0
Interest expense	528			820			(292		)	(35.6	)
Income before income taxes and non-controlling interests	154			930			(776		)	(83.4	)
Brokerage:
Brokerage revenue	29,518			28,644			874			3.1
Operating expenses	22,016			21,577			439			2.0
EBITDA	7,502			7,067			435			6.2

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(in thousands, except percentages)	For the Nine Months Ended
	September 30, 2013			September 30, 2012			$ Change from 2012			% Change from 2012
EBITDA margin	25.4		%	24.7		%
Depreciation and amortization	2,004			2,287			(283		)	(12.4	)
Interest expense	917			1,105			(188		)	(17.0	)
Income before income taxes and non-controlling interests	4,581			3,675			906			24.7
Total:
Segment net revenue	106,750			87,564			19,186			21.9
Net losses and loss adjustment expenses	31,096			32,272			(1,176		)	(3.6	)
Member benefit claims	34,624			3,558			31,066			873.1
Commissions	120,148			96,647			23,501			24.3
Total revenue	292,618			220,041			72,577			33.0
Segment operating expenses	75,527			58,102			17,425			30.0
Net losses and loss adjustment expenses	31,096			32,272			(1,176		)	(3.6	)
Member benefit claims	34,624			3,558			31,066			873.1
Commissions	120,148			96,647			23,501			24.3
Total expenses before depreciation, amortization and interest expense	261,395			190,579			70,816			37.2
Total EBITDA	31,223			29,462			1,761			6.0
Depreciation and amortization	9,661			6,359			3,302			51.9
Interest expense	4,489			5,267			(778		)	(14.8	)
Total income before income taxes and non-controlling interests	17,073			17,836			(763		)	(4.3	)
Income taxes	6,048			6,392			(344		)	(5.4	)
Less: net income attributable to non-controlling interests	868			62			806			1,300.0
Net income	$	10,157		$	11,382		$	(1,225	)	(10.8	)%
(1) - Includes the $402 gain on sale of subsidiary for the nine months ended September 30, 2013.

The table below presents a reconciliation of net income to EBITDA and Adjusted EBITDA for the following periods:

	For the Three Months Ended						For the Nine Months Ended
(in thousands)	September 30, 2013			September 30, 2012			September 30, 2013			September 30, 2012
Net income	$	3,222		$	4,024		$	10,157		$	11,382
Depreciation and amortization	1,378			871			4,063			2,584
Amortization of intangibles	1,870			1,127			5,598			3,775
Interest expense	1,501			2,025			4,489			5,267
Income taxes	2,268			2,397			6,048			6,392
Net (loss) income attributable to non-controlling interests	(135		)	29			868			62
EBITDA	10,104			10,473			31,223			29,462
Transaction costs (1)	25			5			166			139
Restructuring expenses	—			—			1,234			—
Gain on sale of subsidiary	—			—			(402		)	—
Legal expenses	152			—			395			—
Stock-based compensation expense	357			288			989			657
Change in accounting estimate	—			(1,509		)	—			(1,509		)
Adjusted EBITDA	$	10,638		$	9,257		$	33,605		$	28,749
(1) - Represents transaction costs associated with acquisitions.

Payment Protection Segment

Net revenues for the three months ended September 30, 2013 increased $5.5 million, or 31.5%, to $22.8 million from $17.4 million for the three months ended September 30, 2012. The increase resulted primarily from a $5.3 million increase in net revenue attributable to ProtectCELL and $0.6 million for 4Warranty. In addition, realized gains increased by $0.8 million due to gains on invested assets sold

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in the third quarter of 2013 and growth in the direct-to-consumer initiative contributed $0.5 million to the increase, while Motor Club net revenues increased $0.1 million . These increases were partially offset by the 2012 change in accounting estimate that increased 2012 net revenues $1.2 million.

Net revenues for the nine months ended September 30, 2013 increased $20.0 million, or 44.0%, to $65.3 million from $45.4 million for the nine months ended September 30, 2012. The increase resulted primarily from a $17.6 million increase in net revenue attributable to the ProtectCELL and $1.8 million for 4Warranty. In addition, realized gains increased by $2.0 million due to gains on invested assets sold in 2013 and growth in the direct-to-consumer initiative of $0.6 million, while other income included a gain of $0.4 million on the sale of Magna Insurance Company in June 2013. These increases were partially offset by the 2012 change in accounting estimate that increased 2012 net revenues $1.2 million, lower 2013 Motor Club net revenues of $0.5 million and lower credit insurance revenues of $0.7 million.

Operating expenses for the three months ended September 30, 2013 increased $6.3 million, or 65.6%, to $15.8 million from $9.6 million for the three months ended September 30, 2012. The increase resulted primarily from a $5.1 million increase in expenses attributable to ProtectCELL and $0.5 million for 4Warranty. In addition, other operating expenses increased $0.6 million due to the cost associated with the introduction of the direct-to-consumer initiative.

Operating expenses for the nine months ended September 30, 2013 increased $18.6 million, or 71.0%, to $44.8 million from $26.2 million for the nine months ended September 30, 2012. The increase resulted primarily from a $13.3 million increase in expenses attributable to the ProtectCELL and $1.4 million for 4Warranty. In addition, other operating expenses increased $1.2 million due to the cost associated with the introduction of the direct-to-consumer initiative and also included $1.0 million in restructuring costs related to the Plan and expense of $1.7 million to support expansion of the Payment Protection and motor club businesses.

EBITDA for the three months ended September 30, 2013 decreased $0.8 million, or 10.2%, to $7.0 million from $7.8 million for the same period in 2012. EBITDA margin was 30.6% and 44.9% for the three months ended September 30, 2013 and 2012, respectively. EBITDA for the nine months ended September 30, 2013 increased $1.4 million, or 7.2%, to $20.5 million from $19.2 million for the same period in 2012. EBITDA margin was 31.4% and 42.2% for the nine months ended September 30, 2013 and 2012, respectively. The lower EBITDA margin for both periods in 2013, compared to the 2012 periods, primarily resulted from a change in the mix of business with the addition of ProtectCELL, 4Warranty and our direct-to-consumer initiative.

BPO Segment

Revenues for the three months ended September 30, 2013 decreased $1.2 million, or 24.9%, to $3.7 million from $5.0 million for the three months ended September 30, 2012. This decrease resulted primarily from a $0.3 million in lower revenues at PBG and lower service and administrative fees for our Consecta insurance company clients of $1.0 million. BPO revenues have been negatively impacted by reduced marketing activities of some of our insurance clients.  In addition, our fee income from programming support varies over time based on the needs of our clients; in the third quarter of 2013 we earned $0.6 million in fees, and we earned $1.0 million in the third quarter of 2012 which included work performed on several large client initiatives.

Revenues for the nine months ended September 30, 2013 decreased $1.7 million, or 12.3%, to $11.9 million from $13.6 million for the nine months ended September 30, 2012. This decrease resulted primarily from $0.2 million in lower revenues at PBG and lower service and administrative fees for our Consecta insurance company clients of $1.5 million. BPO revenues have been negatively impacted by reduced marketing activities of some of our insurance clients.

Operating expenses for the three months ended September 30, 2013 decreased $1.5 million, or 38.2%, to $2.4 million from $3.8 million for the three months ended September 30, 2012. The decrease resulted primarily from lower administrative expenses due to cost saving initiatives implemented in the first quarter of 2013 and the reduced variable expense associated with the decline in revenue.

Operating expenses for the nine months ended September 30, 2013 decreased $1.6 million, or 15.6%, to $8.7 million from $10.3 million for the nine months ended September 30, 2012. The decrease resulted primarily from lower administrative expenses due to cost saving initiatives implemented in the first quarter of 2013 and the reduced variable expense associated with the decline in revenue.

EBITDA for the three months ended September 30, 2013 was $1.3 million compared to $1.1 million for the same period in 2012. EBITDA margin was 36.2% and 22.5% for the three months ended September 30, 2013 and 2012, respectively. The higher margin for 2013, compared to the same period in 2012, resulted primarily from decreases in operating expenses.

EBITDA for the nine months ended September 30, 2013 was $3.2 million compared to $3.2 million for the same period in 2012. EBITDA margin was 26.8% and 23.9% for the nine months ended September 30, 2013 and 2012, respectively. The higher margin for 2013, compared to the same period in 2012, resulted primarily from the decrease in operating expenses.

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Brokerage Segment

Revenues for the three months ended September 30, 2013 increased $0.2 million, or 2.5%, to $9.1 million for the three months ended September 30, 2013 compared to $8.8 million for the three months ended September 30, 2012. Revenues for the three months ended September 30, 2013 at B&G increased $0.5 million, compared to the same period in 2012, partially offset by a decline in eReinsure of $0.1 million and a decline in collateral recovery revenues of $0.1 million.

Revenues for the nine months ended September 30, 2013 increased $0.9 million, or 3.1%, to $29.5 million for the nine months ended September 30, 2013 compared to $28.6 million for the nine months ended September 30, 2012. Revenues for the nine months ended September 30, 2013 at B&G and eReinsure increased $0.9 million and $0.2 million, respectively, compared to the same period in 2012, partially offset by a decline in collateral recovery revenues of $0.2 million.

Operating expenses for both the three months ended September 30, 2013 and 2012, were $7.3 million, respectively. For both periods in 2013 and 2012, the majority of our expenses were personnel costs, which totaled $5.3 million and $5.1 million, respectively.

Operating expenses for the nine months ended September 30, 2013 increased $0.4 million, or 2.0%, to $22.0 million, compared to $21.6 million for the same period in 2012. For both periods in 2013 and 2012, the majority of our expenses were personnel costs, which totaled $15.8 million and $15.6 million, respectively.

EBITDA for the three months ended September 30, 2013 was $1.8 million compared to $1.6 million for the same period in 2012. EBITDA margin was 19.5% and 17.8% for the three months ended September 30, 2013 and 2012, respectively.

EBITDA for the nine months ended September 30, 2013 was $7.5 million compared to $7.1 million for the same period in 2012. EBITDA margin was 25.4% and 24.7% for the nine months ended September 30, 2013 and 2012, respectively.

Corporate Segment

No income or expenses were allocated to the Corporate segment for the three months or the nine months ended September 30, 2013 or 2012, respectively.

Goodwill by Business Segment

The following table shows goodwill assigned to each business segment: (in thousands)	At
	September 30, 2013
Payment Protection:
Summit Partners Transactions	$	22,763
Darby & Associates	642
Continental	5,427
United	4,581
Auto Knight	4,215
ProtectCELL	19,959
4Warranty	2,664
Total Payment Protection	60,251
BPO:
Summit Partners Transactions	8,902
PBG	4,068
Total BPO	12,970
Brokerage:
B&G	30,468
South Bay	478
eReinsure	23,512
Total Brokerage	54,458
Total Goodwill	$	127,679

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, capital expenditures, debt service, acquisitions and other commitments and contractual obligations. We

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historically have derived our liquidity from our invested assets, cash flow from operations, ordinary and extraordinary dividend capacity from our subsidiary insurance companies, our credit facility and investments. When considering our liquidity, it is important to note that we hold cash in a fiduciary capacity as a result of premiums received from insured parties that have not yet been paid to insurance carriers. The fiduciary cash is recorded as an asset on our Consolidated Balance Sheets with a corresponding liability, net of our commissions, to insurance carriers.

Our primary cash requirements include the payment of our operating expenses, interest and principal payments on our debt, capital expenditures and acquisitions. We may also incur unexpected costs and operating expenses related to any unforeseen disruptions to our facilities and equipment, the loss of key personnel or changes in the credit markets and interest rates, which could increase our immediate cash requirements or otherwise impact our liquidity.

Our primary sources of liquidity are our total investments, cash and cash equivalent balances, availability under our revolving credit facility and dividends and other distributions from our subsidiaries. At September 30, 2013, we had total available-for-sale and short-term investments of $130.1 million, which includes restricted investments of $16.7 million, cash and cash equivalents of $17.2 million and $37.3 million of available capacity on our credit facility. At December 31, 2012, we had total available-for-sale and short-term investments of $118.1 million, which includes restricted investments of $17.9 million, cash and cash equivalents of $15.2 million and $35.6 million of available capacity on our credit facility. Our total indebtedness was $117.8 million at September 30, 2013 compared to $124.4 million at December 31, 2012.

We believe that our cash flow from operations and our availability under our revolving credit facility, combined with our low capital expenditure requirements will provide us with sufficient capital to continue to grow our business over the next several years. We intend to use a portion of our available cash flow to pay interest on our outstanding debt, thus limiting the amount available for working capital, capital expenditures and other general corporate purposes. As we continue to expand our business and make acquisitions, we may in the future require additional working capital to meet our future business needs. This additional working capital may be in the form of additional debt or equity. Although we believe we have sufficient liquidity under our revolving credit facility, as discussed above, under adverse market conditions or in the event of a default under our revolving credit facility, there can be no assurance that such funds would be available or sufficient, and, in such a case, we may not be able to successfully obtain additional financing on favorable terms, or at all, or replace our existing credit facility upon maturity in August 2017.

Share Repurchase Plan

In November 2011, our Board of Directors approved a $10.0 million share repurchase plan. In August 2013, the Board of Directors increased the size of the share repurchase plan by $5.0 million. The share repurchase plan allows us to purchase up to $15.0 million of our common stock to be purchased from time to time through open market or private transactions. The plan provides for shares to be repurchased for general corporate purposes, which may include serving as a resource for funding potential acquisitions and employee benefit plans. The timing, price and quantity of purchases are at our discretion, and the plan may be discontinued or suspended at any time.

For the three months ended September 30, 2013, we did not repurchase any of our outstanding common stock. For the three months ended September 30, 2012, we repurchased a total of 147,503 shares with an average price of $8.02 per share and a total cost of $1.2 million. For the nine months ended September 30, 2013, we repurchased a total of 200,000 shares at an average price of $6.79 per share at a total cost of $1.4 million. For the nine months ended September 30, 2012, we repurchased a total of 508,080 shares with an average price of $7.72 per share and a total cost of $3.9 million.

At September 30, 2013, the total dollar amount still available to be repurchased under the share repurchase plan was $7.2 million. All repurchased common shares are held in treasury and none of the repurchased common shares have been retired. See Part II, Item 2 of this Form 10-Q, for more information on the share repurchase plan.

Regulatory Requirements

We are a holding company and have limited direct operations. Our holding company assets consist primarily of the capital stock of our subsidiaries. Accordingly, our future cash flows depend upon the availability of dividends and other payments from our subsidiaries, including statutorily permissible payments from our insurance company subsidiaries, as well as payments under our tax allocation agreement and management agreements with our subsidiaries. The ability of our insurance company subsidiaries to pay such dividends and to make such other payments are limited by applicable laws and regulations of the states in which our subsidiaries are domiciled, which vary from state to state and by type of insurance provided by the applicable subsidiary. These laws and regulations require, among other things, our insurance subsidiaries to maintain minimum solvency requirements and limit the amount of dividends these subsidiaries can pay to the holding company. Along with solvency regulations, the primary factor in determining the amount of capital available for potential dividends is the level of capital needed to maintain desired financial strength ratings from A.M. Best for our insurance company subsidiaries. Given recent economic events that have affected the insurance industry, both regulators and rating agencies could become more conservative in their methodology and criteria, including increasing capital requirements for our insurance subsidiaries which, in turn, could negatively affect our capital resources.

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The following table sets forth the dividends paid to us by our insurance company subsidiaries during the following periods:

	For the Nine Months Ended		For the Twelve Months Ended
(in thousands)	September 30, 2013		December 31, 2012
Ordinary dividends	$	231	$	2,783
Extraordinary dividends	—		—
Total dividends	$	231	$	2,783

The amount of ordinary dividends available from our two subsidiaries domiciled in the state of Georgia, Life of the South Insurance Company and The Insurance Company of the South, was impacted in the third quarter of 2013 by a change in Georgia's Insurance Regulations.  Previously, the maximum amount of ordinary dividends payable in any one year by an insurer domiciled in Georgia was defined as the greater of a) 10 percent of the insurer's surplus with regards to policyholders as of December 31 of the preceding year, or b) the net gain from operations of the insurer (for life companies) or the net income not including realized capital gains (for non-life companies) for the 12 month period ending December 31 of the preceding year.  Now, the maximum ordinary dividend is defined as the lesser of these two measures.  This regulation change reduced the amount of ordinary dividends available from the insurance companies at September 30, 2013 by $2.2 million. Please see the Note, "Statutory Reporting and Insurance Subsidiaries Dividend Restrictions" in the Notes to Consolidated Financial Statements included in this Form 10-Q, for additional information on the amount of ordinary dividends available to us from our insurance subsidiaries.

$125.0 Million Credit Facility

On August 2, 2012, we entered into a five-year secured credit agreement (the "Credit Agreement"), which had an initial capacity of $125.0 million, with a syndicate of lenders, including Wells Fargo Bank, N.A., who also serves as administrative agent ("Wells Fargo" or the "Administrative Agent"). The Credit Agreement is comprised of a $50.0 million term loan facility (the "Term Loan Facility"), and a $75.0 million revolving credit facility (the "Revolving Facility" and collectively with the Term Loan Facility, the "Facilities") with a sub-limit of $10.0 million for swingline loans and $10.0 million for letters of credit. Subject to earlier termination, the Credit Agreement terminates on August 2, 2017. The Credit Agreement includes a provision pursuant to which, from time to time, we may request that the lenders in their discretion increase the maximum amount of commitments under the Facilities by an amount not to exceed $50.0 million. In addition, the Term Loan Facility is reduced by mandatory quarterly principal payments.

At our election, borrowings under the Revolving Facility will bear interest either at the base rate plus an applicable interest margin or the adjusted LIBO rate plus an applicable interest margin; provided, however, that all swingline loans will be base rate loans. The base rate is a fluctuating interest rate equal to the highest of: (i) Wells Fargo's publicly announced prime lending rate; (ii) the federal funds rate plus0.50%; and (iii) the adjusted LIBO rate, determined on a daily basis for an interest period of one month, plus1.0%. The adjusted LIBO rate is the rate per annum obtained by dividing (i) the London Interbank Offered Rate ("LIBOR") for such interest period by (ii) a percentage equal to 1.00 minusthe Eurodollar Reserve Percentage (as defined in the Credit Agreement). The interest margin over the adjusted LIBO rate, initially set at 2.75%, may increase (to a maximum amount of 3.0%) or decrease (to a minimum amount of 2.0%) based on changes in our leverage ratio. The interest margin over the base rate, initially set at 1.75%, may increase (to a maximum amount of 2.0%) or decrease (to a minimum amount of 1.0%) based on changes in our leverage ratio.

In addition to interest payable on the principal amount of indebtedness outstanding from time to time under the Credit Agreement, we are required to pay a commitment fee, initially equal to 0.40% per annum of the unused amount of the Revolving Facility. The percentage rate of such fee may increase (to a maximum amount of .45%) or decrease (to a minimum amount of .25%) based on changes in the Borrowers' leverage ratio. The amount of outstanding swingline loans is not considered usage of the Revolving Facility for the purpose of calculating the commitment fee. We are also required to pay letter of credit participation fees on the undrawn amount of all outstanding letters of credit. We paid fees of approximately $1.7 million to Wells Fargo in connection with the execution of the Credit Agreement, which have been capitalized and are being amortized using a straight line method over the life of the Credit Agreement.

We may, at our option, prepay any borrowing, in whole or in part, at any time and from time to time without premium or penalty. However, after the end of our fiscal year (commencing with the fiscal year ending December 31, 2015), we are required to make mandatory principal prepayments of loans under the Facilities in an amount determined under the Credit Agreement based upon a percentage (from a maximum of 50% to a minimum of 0% based on the Borrowers' leverage ratio) of our Excess Cash Flow (as defined in the Credit Agreement) minus certain off set amounts relating to permitted acquisitions of ours. In addition, we are required to make principal payments upon the occurrence of certain events, including upon certain dispositions of our assets.

The Credit Agreement contains certain customary representations, warranties and covenants applicable to us for the benefit of the Administrative Agent and the lenders. We may not assign, sell, transfer or dispose of any collateral or effect certain changes to our capital structure and the capital structure of our subsidiaries without the Administrative Agent's prior consent. Our obligations under the Facilities

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may be accelerated or the commitments terminated upon the occurrence of an event of default under the Credit Agreement, including payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency related defaults, cross defaults to other material indebtedness, defaults arising in connection with changes in control and other customary events of default. The Credit Agreement also contains the following financial covenants, which require us to maintain, as of the end of each fiscal quarter:

• a maximum Total Leverage Ratio (as defined in the Credit Agreement) of 3.50:1.00, with step-downs to 3.25:1.00 on December 31, 2013 and 3.00:1.00 on December 31, 2014;

• a minimum Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of 2.00:1.00;

• a minimum Reinsurance Ratio (as defined in the Credit Agreement) of 50.0%; and

• a minimum NAIC RBC Ratio (as defined in the NAIC) standards, calculated as of the end of each fiscal year, to the "authorized control level," as defined by the NAIC in its standards) of 250.0%, applicable to each regulated insurance subsidiary of the Borrowers.

As of September 30, 2013, we were in compliance with the financial covenants contained in the Credit Agreement. For more information, see the Note, "Note Payable" in the Notes to Consolidated Financial Statements included in this Form 10-Q.

Preferred Trust Securities

In connection with the Summit Partners Transactions, our subsidiary, LOTS Intermediate Co. issued $35.0 million of fixed/floating rate preferred trust securities due in 2037. The preferred trust securities accrued interest at a rate of 9.61% per annum until the June 2012 interest payment date, thereafter, interest accrues at a rate of 3-month LIBOR plus 4.10% for each interest rate period. We were not permitted to redeem the preferred trust securities until after the June 2012 interest payment date, thereafter we may redeem the preferred trust securities, in whole or in part, at a price equal to 100% of the principal amount of such preferred trust securities outstanding plus accrued and unpaid interest. Interest is payable quarterly.

At September 30, 2013, we have an interest rate swap (the "Swap") with Wells Fargo Bank, N.A., pursuant to which we swapped the floating rate portion of our $35.0 million in outstanding preferred trust securities to a fixed rate of 3.47% per annum payable quarterly resulting in a total rate of 7.57% after adding the applicable margin of 4.10%. The Swap has a five year term, which commenced in June 2012 when the interest rate on the underlying preferred trust securities began to float, and will expire in June 2017. Please see the Note, "Derivative Financial Instruments - Interest Rate Swap" in the Notes to Consolidated Financial Statements included in this Form 10-Q, for additional information.

Invested Assets

Our invested assets consist mainly of high quality investments in fixed maturity securities, short-term investments, and a smaller allocation of common and preferred equity securities. We believe that prudent levels of investments in equity securities within our investment portfolio are likely to enhance long-term after-tax total returns without significantly increasing the risk profile of our portfolio. We regularly review our entire portfolio in the context of macroeconomic and capital market conditions. The overall average credit quality of our investment portfolio was rated AA- and A+ by Standard and Poor's Rating Service at September 30, 2013 and December 31, 2012, respectively.

Regulatory Requirements

Our investments must comply with applicable laws and regulations which prescribe the kind, quality and concentration of investments we are permitted to make. In general, these laws and regulations permit investments, within specified limits and subject to certain qualifications, in federal, state and municipal obligations, corporate bonds, preferred and common equity securities, mortgage loans, real estate and other investments.

Investment Strategy

Our investment policy and strategy is reviewed and approved by the board of directors of each of our insurance subsidiaries on a regular basis in order to review and consider investment activities, tactics and new investment opportunities. Our investment strategy seeks long-term returns through disciplined security selection, portfolio diversity and an integrated approach to risk management. We select and monitor investments to balance the goals of safety, stability, liquidity, growth and after-tax total return with the need to comply with regulatory investment requirements. Our investment portfolio is managed by a third-party provider of asset management services, which specializes in the insurance sector. Asset liability management is accomplished by setting an asset target duration range that is influenced by the following factors: (i) the estimated reserve payout pattern, (ii) the inclusion of our tactical capital market views into the investment decision making process and (iii) our overall risk tolerance. We aim to achieve a relatively safe and stable income stream by maintaining a broad-based portfolio of investment grade fixed maturity securities. These holdings are supplemented by investments in additional asset types with the objective of further enhancing the portfolio's diversification and expected returns. These additional asset types include common and redeemable preferred stock. We manage our investment risks through consideration of duration of liabilities, diversification, credit limits, careful analytic review of each investment decision, and comprehensive risk assessments of the overall portfolio.

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As of September 30, 2013, we held 102 individual fixed maturity and 11 individual equity securities in unrealized loss positions. The increase in the number of fixed maturity securities in unrealized loss positions was primarily due to changes in bond yields and the related impact on market prices. We do not intend to sell the investments that are in an unrealized loss position at September 30, 2013 and it is more likely than not that we will be able to hold these securities until full recovery of their amortized cost basis for fixed maturity securities or cost for equity securities, although we can give no assurances. At September 30, 2013, based on management's quarterly review, none of our fixed maturity or equity securities were deemed to be other than temporarily impaired. Please see the Note, "Investments" in the Notes to Consolidated Financial Statements included in this Form 10-Q, for additional information.

As of September 30, 2012, we held 18 individual fixed maturity and 2 individual equity securities in unrealized loss positions. At September 30, 2012, based on management's quarterly review, we deemed that a single equity security was other than temporarily impaired and recorded an impairment charge of $16.0 thousand for the three and nine months ended September 30, 2012.

Cash Flows

We monitor cash flows at the consolidated, holding company and subsidiary levels. Cash flow forecasts at the consolidated and subsidiary levels are provided on a monthly basis using trend and variance analysis to project future cash needs, with adjustments made as needed. The table below shows our cash flows for the periods presented:

(in thousands)	For the Nine Months Ended
Cash provided by (used in):	September 30, 2013			September 30, 2012
Operating activities	$	22,569		$	20,479
Investing activities	(11,943		)	(33,273		)
Financing activities	(8,622		)	(7,261		)
Net change in cash and cash equivalents	$	2,004		$	(20,055	)

Operating Activities

Net cash provided by operating activities was $22.6 million for the nine months ended September 30, 2013 and was primarily attributable

to net income and increases in accrued expenses, accounts payable and other liabilities, unearned premiums and deferred revenue, that were partially offset by increases in other receivables, deferred acquisition costs, reinsurance receivables and accounts and premiums receivable, net.

Net cash provided by operating activities was $20.5 million for the nine months ended September 30, 2012 and was primarily attributable to net income and increases in accrued expenses, accounts payable, and other liabilities and income taxes payable, that were partially offset by increases in accounts and premiums receivable, other receivables and reinsurance receivables.

Investing Activities

Net cash used in investing activities was $11.9 million for the nine months ended September 30, 2013 and was primarily for the purchase of fixed maturity and equity securities and the acquisition of RICC, partially offset by the proceeds we received from the sale of fixed maturity securities, the repayment of a related party note receivable and normal quarterly proceeds from maturities, calls and prepayments of available-for-sale investments.

Net cash used in investing activities was $33.3 million for the nine months ended September 30, 2012 and was primarily for the purchase of fixed maturity and equity securities and property and equipment along with an increase in restricted cash, partially offset by the proceeds from maturities and sales of fixed maturity investments.

Financing Activities

Net cash used in financing activities was $8.6 million for the nine months ended September 30, 2013 and primarily reflected $19.2 million used to pay down our credit facility and $1.4 million used to repurchase 199,970 shares of our common stock under our stock repurchase plan, which was partially offset by $12.5 million of borrowings under our credit facility with Wells Fargo Bank, N.A.

Net cash used in financing activities was $7.3 million for the nine months ended September 30, 2012 and primarily reflected the use of $3.9 million to repurchase 508,080 shares of our common stock under our stock repurchase plan and $126.2 million used to pay-down our credit facilities, which was partially offset by borrowings under our lines of credit of $124.4 million. Payments and proceeds from our notes payables for the nine months ended September 30, 2012 reflect higher levels due to the payoff of our SunTrust Bank, N.A. revolving credit facility and the entry into the new Wells Fargo Bank, N.A. credit facility in August 2012.

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Contractual Obligations and Other Commitments

We have obligations and commitments to third parties as a result of our operations. These obligations and commitments, as of September 30, 2013, are detailed in the table below by maturity date as of the periods indicated:

(in thousands)	Payments Due by Period
			Less than						More than
	Total		1 Year		1-3 Years		4-5 Years		5 Years
Note payable (1)	$	82,750	$	5,000	$	10,000	$	67,750	$	—
Preferred trust securities	35,000		—		—		—		35,000
Interest payable on total debt(2)	68,409		5,317		11,257		7,319		44,516
Policyholder account balances	24,403		1,291		2,643		2,700		17,769
Unpaid claims (3)	33,471		28,254		4,992		215		10
Total	$	244,033	$	39,862	$	28,892	$	77,984	$	97,295

⁽¹⁾ - For more information on our credit facility with Wells Fargo Bank, N.A., please see the section above titled "$125.0 Million Credit Facility" in this MD&A and the Note, "Note Payable" in the Notes to the Consolidated Financial Statements included in this Form 10-Q.

⁽²⁾ - Due to the variable interest rate and amortizing payments required on the note payable to Well Fargo and the impact of the interest rate swap on the preferred trust securities interest payable, we made certain assumptions regarding future interest rates. The assumptions we made are as follows:

a. For interest payable on the note payable, we assumed scheduled principal payments $1,250 per quarter and used the 1-month forward LIBOR curve rate when estimating interest payable on the outstanding principal balance.

b. For interest payable on the preferred trust securities, we used the interest rate swap in effect of 7.57% until June 2017, subsequent to that date we utilized the contractual spread amount of 410 basis points plus the 3-month forward LIBOR curve rate.

⁽³⁾ - Estimated. Net unpaid claims are: total $11,896; less than 1 year $10,042; 1-3 years $1,774; 3-5 years $76; and more than 5 years $4.

As previously disclosed in our 2012 Form 10-K, we have certain obligations under capital and operating lease agreements to which we are a party. In accordance with U.S. GAAP, the operating lease obligations and the related leased assets are not reported on our Consolidated Balance Sheets. Other than reductions to the capital and operating lease obligations resulting from scheduled lease payments, our obligations under these lease agreements have not changed materially since December 31, 2012.

As part of the 2012 acquisition of ProtectCELL, we have a conditional commitment to provide up to $10.2 million of additional capital ("Additional Fortegra Capital Contributions") to ProtectCELL if the board of directors of ProtectCELL (the "PC Board") determines that ProtectCELL requires additional funds to support expansion and growth, or other appropriate business needs.

We are obligated to evaluate any such funding request received from the PC Board in good faith to determine whether in our reasonable business judgment the requested capital should be contributed. We are not required to honor the funding request from the PC Board if we in good faith deem the request to be imprudent or unjustified.

The benefits of such additional funding would inure to us and to the non-controlling ownership interest of ProtectCELL, in proportion to their respective ownership interests. However, in return for each $1,000 of Additional Fortegra Capital Contributions, we would receive one Series A Preferred Unit. Any unreturned Series A Preferred contribution is deducted from ProtectCELL's valuation in determining the option price.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity or capital resources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Effective risk management is fundamental to our ability to protect both our customers' and stockholders' interests. We are exposed to potential losses from various market risks, in particular interest rate risk and credit risk. Additionally, we are exposed to concentration risk and inflation risk.

Interest Rate Risk

Interest rate risk is the possibility that the fair value of liabilities will change more or less than the market value of investments in response to changes in interest rates, including changes in the slope or shape of the yield curve and changes in spreads due to credit risks and other factors.

Interest rate risk arises as we invest substantial funds in interest-sensitive fixed maturity securities primarily in the United States. There are two forms of interest rate risk: price risk and reinvestment risk. Price risk occurs when fluctuations in interest rates have a direct impact on the market valuation of these investments. As interest rates rise, the market value of these investments fall, and conversely, as interest rates fall, the market value of these investments rise. Reinvestment risk occurs when fluctuations in interest rates have a direct

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impact on expected cash flows from mortgage-backed and asset-backed securities. As interest rates fall, an increase in prepayments on these assets results in earlier than expected receipt of cash flows forcing us to reinvest the proceeds in an unfavorable lower interest rate environment. Conversely, as interest rates rise, a decrease in prepayments on these assets results in later than expected receipt of cash flows forcing us to forgo reinvesting in a favorable higher interest rate environment.

We manage interest rate risk by selecting investments with characteristics such as duration, yield, currency and liquidity tailored to the anticipated cash outflow characteristics of our insurance and reinsurance liabilities. Increases or decreases in interest rates could also impact interest payable under our variable rate indebtedness. As of September 30, 2013, we had $82.8 million outstanding under our credit facility with Wells Fargo Bank, N.A. at an interest rate of 2.94%.

We have the ability to manage interest rate risk by entering into interest rate swap transactions to mitigate the impact of interest rate changes on our debt obligations. At September 30, 2013, we have an interest rate swap, which commenced in June 2012 and expires in June 2017. This transaction swapped the floating rate portion of our $35.0 million in outstanding preferred trust securities to a fixed rate of 3.47% per annum payable quarterly resulting in a total rate of 7.57% after adding the applicable margin of 4.10%. Please see the Note, "Derivative Financial Instruments - Interest Rate Swap" in the Notes to Consolidated Financial Statements included in this Form 10-Q, for additional information.

Credit Risk

Credit risk is the possibility that counterparties may not be able to meet payment obligations when they become due. We assume counterparty credit risk in many forms. A counterparty is any person or entity from which cash or other forms of consideration are expected to extinguish a liability or obligation to us. Primarily, our credit risk exposure is concentrated in our fixed maturity investment portfolio and, to a lesser extent, in our reinsurance receivables.

We have exposure to credit risk primarily from customers, as a holder of fixed maturity securities and by entering into reinsurance cessions. Our risk management strategy and investment strategy is to invest in debt instruments of high credit quality issuers and to limit the amount of credit exposure with respect to any one issuer. We attempt to limit our credit exposure by imposing fixed maturity portfolio limits on individual issuers based upon credit quality.

We are also exposed to the credit risk of our reinsurers. When we reinsure, we are still liable to our insureds regardless of whether we get reimbursed by our reinsurer. As part of our overall risk and capacity management strategy, we purchase reinsurance for certain risks underwritten by our Payment Protection business segments.

At September 30, 2013, approximately 70% of our $211.8 million in reinsurance receivables, compared to approximately 73%, or $204.0 million, at December 31, 2012, were protected from credit risk by various types of risk mitigation mechanisms such as collateral trusts, letters of credit or by withholding the assets in a modified coinsurance or co-funds-withheld arrangement. For recoverables that are not protected by these mechanisms, we are dependent on the ability of the reinsurer to satisfy claims. Occasionally, the creditworthiness of the reinsurer may become questionable. The majority of our reinsurance exposure not protected by the risk mitigation mechanisms discussed above has been ceded to authorized reinsurance companies rated A- or better by A.M. Best.

Concentration Risk

Concentration risk is the risk that results from a lack of diversification due to a concentrated exposure on a small number of clients, limited market penetration, or reduced geographic coverage.

A significant portion, approximately 62% at September 30, 2013 compared to approximately 63% at December 31, 2012, of our BPO revenues are attributable to one client, National Union Fire Insurance Company of Pittsburgh, PA ("NUFIC"). Any loss of business from or change in our relationship with this client could have a material adverse effect on our business. To mitigate this risk, we intend to expand our BPO client base. We anticipate changes in the NUFIC relationship. For more information, see "Part II, Item 1A. Risk Factors" included in this Form 10-Q under "Risks Related to Our BPO Segment - A significant portion of our BPO revenues are attributable to one client, and any loss of business from, or change in our relationship with this client could materially and adversely affect our business, results of operations, financial condition and cash flows in our BPO Segment."

We have two additional forms of concentration risk: (i) geographic (almost two-thirds of our Brokerage segment is in California) and (ii) channel distribution risk (almost half of our Payment Protection revenue is in the consumer finance distribution channel). Our risk mitigation strategies are to continue to expand geographically (in our Brokerage segment) and to continue to increase the volume of business through other distribution channels (in our Payment Protection segment).

Cash exceeding Federal Deposit Insurance Corporation ("FDIC") Limits

We maintain cash and cash equivalents with major third party financial institutions, including interest-bearing money market accounts. In the United States, these accounts were fully insured by the FDIC regardless of account balance through the Transaction Account Guarantee ("TAG") program created by Section 343 of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank

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Act"). The expiration of the TAG program on December 31, 2012, caused the FDIC's standard insurance limit of $250,000 per depositor per institution to be reimposed on January 1, 2013. Thus, our accounts containing cash and cash equivalents after January 1, 2013 may exceed the FDIC's standard $250,000 insurance limit from time to time.

Our cash balance, including restricted cash, exceeding the FDIC standard insurance limit totaled $23.7 million at September 30, 2013. At December 31, 2012, our cash balances in money markets accounts, which were our only cash balances subject to limitation under TAG, exceeding the FDIC standard insurance limit totaled $8.2 million. To date, we have not experienced any loss of, or lack of access to, our cash and cash equivalents or our restricted cash. Although we periodically monitor and adjust the balances of these accounts as needed, the balances of these accounts nonetheless remain subject to unexpected, adverse conditions in the financial markets and could be adversely impacted if a financial institution with which we maintain an account fails. We will continue to monitor the depository institutions at which our accounts are maintained, but cannot guarantee that access to our cash and cash equivalents will not be impacted by, or that we will not lose deposited funds exceeding the FDIC standard insurance limit due to, adverse conditions in the financial markets or if a financial institution with which we maintain an account fails.

Inflation Risk

Inflation risk is the possibility that a change in domestic price levels produces an adverse effect on earnings. This typically happens when either invested assets or liabilities, but not both are indexed to inflation. Inflation did not have a material impact on our financial condition, results of operations or cash flows in the periods presented in our Consolidated Financial Statements.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of September 30, 2013. Based on this evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of September 30, 2013.

Remediation of Material Weaknesses in Disclosure Controls and Procedures and in Internal Control Over Financial Reporting

As previously reported in our Current Report on Form 8-K filed with the SEC on March 28, 2013 and in our subsequently filed periodic reports, in connection with our past review of our disclosure controls and procedures and our internal control over financial reporting as of December 31, 2012, our management, including our Chief Executive Officer and Chief Financial Officer, had concluded that there were control deficiencies that represented material weaknesses in our disclosure controls and procedures and our internal control over financial reporting. In particular, we identified errors in the reporting of revenue, member benefit claims and commissions of our Motor Clubs division and we also identified a deficiency related to the reporting of retrospective commissions in our Payment Protection segment and the documentation supporting estimation processes and related accrual balances.

In February and March of 2013, our management took steps to remediate the material weaknesses identified. Our management established new workflows, documentary evidence and review procedures to better support the retrospective commission accrual estimates and facilitate effective validation of the amounts recorded. Management also reinforced with the corporate and business unit accounting groups the requirement to continuously evaluate accounting determinations as circumstances change within the business, particularly when new entities or new types of transactions must be accounted for. Further, our management has reassigned accounting personnel to strengthen financial control of the affected areas and created and staffed additional positions.

Changes in Internal Control Over Financial Reporting

Other than as set forth above, our management, including our Chief Executive Officer and Chief Financial Officer, identified no change in our internal control over financial reporting during the quarter ended September 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Disclosure Controls and Procedures and Internal Control Over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Fortegra have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by our management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate

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because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Chief Executive Officer and Chief Financial Officer Certifications

Exhibits 31.1 and 31.2 are the Certifications of our Chief Executive Officer and Chief Financial Officer, respectively, required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the "Section 302 Certifications"). The "Evaluation of Disclosure Controls and Procedures" in this Item 4 is the Evaluation referred to in the Section 302 Certifications, and accordingly, the above information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information set forth in the Note, "Commitments and Contingencies" of the Notes to Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q is incorporated herein by reference.

ITEM 1A. RISK FACTORS

The following are certain risks that management believes are specific to our business. This should not be viewed as an all-inclusive list of risks or as a presentation of the risk factors in any particular order. You should carefully consider the risks described below, together with the other information contained in this report and in our other filings with the SEC when evaluating our Company. Should any of the events discussed in the risk factors below occur, our business, results of operations or financial condition could be materially affected. Additional risks unknown at this time, or risks we currently deem immaterial, may also impact our financial condition, results of operations or cash flows.

Risks Related to our Business and Industries

General economic and financial market conditions may have a material adverse effect on the business, results of operations, cash flows and financial condition of all of our business segments.

General economic and financial market conditions, including the availability and cost of credit, the loss of consumer confidence, reduction in consumer or business spending, inflation, unemployment, energy costs and geopolitical issues, have contributed to increased uncertainty and volatility as well as diminished expectations for the U.S. economy and the financial markets. These conditions could materially and adversely affect each of our business segments. Adverse economic and financial market conditions could result in:

• a reduction in the demand for, and availability of, consumer credit, which could result in reduced demand by consumers for our Payment Protection products and our Payment Protection clients opting to no longer make such products available;

• higher than anticipated loss ratios on our Payment Protection products due to rising unemployment or disability claims;

• higher risk of increased fraudulent claims;

• individuals terminating loans or canceling credit insurance policies, thereby reducing our revenues;

• a reduction in the demand for consumer warranty products, service contract offerings, mobile device protection and motor club memberships;

• individuals terminating warranty products, service contracts, mobile device protection contracts or motor club memberships, thereby reducing our revenues;

• businesses reducing the amount of coverage under surplus lines and specialty admitted insurance policies or allowing such policies to lapse, thereby reducing our premium or commission income in our Brokerage business;

• a reduction in demand for new surplus lines and specialty insurance policies from retail insurance brokers and agents or retail insurance brokers and agents and insurance companies ceasing to offer our surplus lines and specialty insurance products and related services from our Brokerage business;

• a contraction in the reinsurance market caused by reduced demand by major insurers, reduced supply by reinsurers or other factors or reduced reinsurance demand by our insurance customers due to market conditions;

• our clients being more likely to experience financial distress or declare bankruptcy or liquidation, which could have an adverse impact on demand for our services and products and the remittance of premiums from such customers, as well as the collection of receivables from such clients for items such as unearned premiums, commissions or BPO-related accounts receivable, which could make the collection of receivables from our clients more difficult;

• increased pricing sensitivity or reduced demand for our services and products;

• increased costs associated with, or the inability to obtain, debt financing to fund acquisitions or the expansion of our businesses; and

• defaults in our fixed income investment portfolio or lower than anticipated rates of return as a result of low interest rate environments.

If we are unable to successfully anticipate changing economic or financial market conditions, we may be unable to effectively plan for or respond to such changes, and our business, results of operations, financial condition and cash flows could be materially and adversely affected.

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We face significant competitive pressures in each of our businesses, which could materially and adversely affect our business, results of operations, financial condition and cash flows.

We face significant competition in each of our businesses. Competition in our businesses is based on many factors, including price, industry knowledge, quality of client service, the effectiveness of our sales force, technology platforms and processes, the security and integrity of our information systems, the financial strength ratings of our insurance subsidiaries, office locations, breadth of services and products and brand recognition and reputation. Some competitors may offer a broader array of services and products, may have a greater diversity of distribution resources, may have better brand recognition, may have lower cost structures or, with respect to insurers, may have higher financial strength or claims paying ratings. Some competitors also have larger client bases than we do. In addition, new competitors could enter our markets in the future, and existing competitors may gain strength by forging new business relationships. The competitive landscape for each of our businesses is described below.

• Payment Protection - In our Payment Protection segment, we compete with insurance companies, financial institutions, extended service plan providers, membership plan providers, wireless carriers and other insurance and warranty service providers. The principal competitors for our Payment Protection segment include The Warranty Group, Assurant, Inc., Asurion Corporation, eSecuritel Holdings, LLC, Global Warranty Group, LLC and smaller regional companies. As a result of state and federal regulatory developments and changes in prior years, certain financial institutions are able to offer debt cancellation plans and are also able to affiliate with other insurance companies in order to offer services similar to those in our Payment Protection segment. This has resulted in new competitors, some of whom have significant financial resources, entering some of our markets. As competitors gain experience with payment protection and warranty programs, their reliance on our services and products may diminish.

• BPO - Our BPO segment competes with a variety of companies, including large multinational firms that provide consulting, technology and/or business process services, off-shore business process service providers in low-cost locations like India, and in-house captive insurance companies of potential clients. Our principal business process outsourcing competitors include Aon Corporation, Computer Sciences Corporation, Direct Response Insurance Administrative Services, Inc., Marsh & McLennan Companies, Inc., Dell Services and Unisys Corporation. The trend toward outsourcing and technological changes may also result in new and different competitors entering our markets. There could also be newer competitors with strong competitive positions as a result of consolidation of smaller competitors or of companies that each provide different services or serve different industries.

• Brokerage- Our Brokerage segment competes for retail insurance clients with numerous firms, including AmWINS Group, Inc., Arthur J. Gallagher & Co., Brown & Brown, Inc. and The Swett & Crawford Group, Inc. Many of our Brokerage competitors have relationships with insurance companies or have a significant presence in niche insurance markets that may give them an advantage over us, particularly in states other than California. This factor could impact our ability to compete effectively in any new states or regions that we enter. A number of standard market insurance companies are engaged in the sale of products that compete with products we offer. These competitors sell their products directly through retail agents and brokers without the involvement of a wholesale broker, which may yield higher commissions to retail agents and brokers and may impact our ability to compete. There are also a growing number of distribution channels (such as program administrators, managing general underwriters, and aggregators), that increase competition and decrease the residual insurance market opportunities. Although our eReinsure platform is uniquely positioned in the facultative reinsurance marketplace with no comparable companies currently providing similar services, systems such as Aon's FAConnect, the LexisNexis Insurance Exchange and the Lloyd's Exchange have technology platforms that could provide solutions which could directly compete with us in the future.

We expect competition to intensify in each of our business segments. Increased competition may result in lower prices and volumes, higher personnel and sales and marketing costs, increased technology expenditures and lower profitability. We may not be able to supply clients with services or products that they deem superior and at competitive prices and we may lose business to our competitors. If we are unable to compete effectively in any of our business segments, it would have a material adverse effect on our business, results of operations and financial condition.

Our results of operations may fluctuate significantly, which makes our future results of operations difficult to predict. If our results of operations fall below expectations, the price of our common stock could decline.

Our annual and quarterly results of operations have fluctuated in the past and may fluctuate significantly in the future due to a variety of factors, many of which are beyond our control. In addition, our expenses as a percentage of revenues may be significantly different than our historical rates. As a result, comparing our results of operations on a period-to-period basis may not be meaningful. Factors that may cause our results of operations to fluctuate from period-to-period include:

• demand for our services and products;

• the length of our sales cycle;

• the amount of sales to new clients:

• the timing of implementations of our services and products with new clients;

• pricing and availability of surplus lines and other specialty insurance products coverages;

• seasonality;

• the timing of acquisitions;

• competitive factors;

• prevailing interest rates;

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• pricing changes by us or our competitors;

• transaction volumes in our clients' businesses;

• the introduction of new services and products by us and our competitors;

• changes in strategic partnerships;

• changes in regulatory and accounting standards; and

• our ability to control costs.

In addition, our Payment Protection segment's revenues can vary depending on the level of consumer activity and the success of our clients in selling products. In our Brokerage segment, our commission and fee income can vary due to the timing of policy renewals, as well as the timing and amount of the receipt of profit commission payments and fees and the net effect of new and lost business production. We do not control the factors that cause these variations. Specifically, third party customers' demand for insurance products can influence the timing of renewals, new business, lost business (which includes policies that are not renewed) and cancellations. In addition, we rely on retail insurance brokers and agents and insurance companies for the payment of certain commissions. Because these payments are processed internally by these companies, we may not receive a payment that is otherwise expected from a particular firm in one period until after the end of that period, which can adversely affect our ability to budget for such period.

Our results of operations could be materially and adversely affected if we fail to retain our existing clients, cannot sell additional services and products to our existing clients, do not introduce new or enhanced services and products or are not able to attract and retain new clients.

Our revenue and revenue growth are dependent on our ability to retain clients, to sell those clients additional services and products, to introduce new services and products and to attract new clients in each of our businesses. Our ability to increase revenues will depend on a variety of factors, including:

• the quality and perceived value of our product and service offerings by existing and new clients;

• the effectiveness of our sales and marketing efforts;

• the speed with which our Brokerage segment can respond to requests for price quotes from retail insurance agents and brokers, and the availability of competitive services and products from our carriers;

• the successful installation and implementation of our services and products for new and existing Payment Protection and BPO clients;

• availability of capital to complete investments in new or complementary products, services and technologies;

• the availability of adequate reinsurance for us and our clients, including the ability of our clients to form, capitalize and operate captive reinsurance companies;

• our ability to find suitable acquisition candidates, successfully complete such acquisitions and effectively integrate such acquisitions;

• our ability to integrate technology into our services and products to avoid obsolescence and provide scalability;

• the reliability, execution and accuracy of our services, particularly our BPO services; and

• client willingness to accept any price increases for our services and products.

In addition, we are subject to risks of losing clients due to consolidation in each of the markets we serve. Our inability to retain existing clients, sell additional services and products, or successfully develop and implement new and enhanced services and products and attract new clients, and accordingly, increase our revenues, could have a material adverse effect on our results of operations.

We typically face a long selling cycle to secure new clients in each of our businesses as well as long implementation periods that require significant resource commitments, which result in a long lead time before we receive revenues from new client relationships.

The industries in which we compete generally consist of mature businesses and markets and the companies that participate in these industries have well-established business operations, systems and relationships. Accordingly, each of our businesses typically faces a long selling cycle to secure a new client. Even if we are successful in obtaining a new client engagement, it is generally followed by a long implementation period in which the services are planned in detail and we demonstrate to the client that we can successfully integrate our processes and resources with their operations. We also typically negotiate and enter into a contractual relationship with the new client during this period. There is then a long implementation period in order to commence providing the services.

We typically incur significant business development expenses during the selling cycle. We may not succeed in winning a new client's business, in which case we receive no revenues and may receive no reimbursement for such expenses. Even if we succeed in developing a relationship with a potential client and begin to plan the services in detail, such potential client may choose a competitor or decide to retain the work in-house prior to the time a final contract is signed. If we enter into a contract with a client, we will typically receive no revenues until implementation actually begins. In addition, a significant portion of our revenue is based upon the success of our clients' marketing programs, which may not generate the transaction volume we anticipate. Our clients may also experience delays in obtaining internal approvals or delays associated with technology or system implementations, thereby further lengthening the implementation cycle. If we are not successful in obtaining contractual commitments after the selling cycle, in maintaining contractual commitments after the implementation cycle or in maintaining or reducing the duration of unprofitable initial periods in our contracts, it may have a material adverse effect on our business, results of operations and financial condition. Furthermore, the time and effort required to complete the implementation phases of new contracts makes it difficult to accurately predict the timing of revenues from new clients as well as our costs.

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Acquisitions are a significant part of our growth strategy and we may not be successful in identifying suitable acquisition candidates, completing such acquisitions or integrating the acquired businesses, which could have a material adverse effect on our business, results of operations, financial condition and growth.

Historically, acquisitions have played a significant role in our expansion into new businesses and in the growth of some of our businesses. Acquiring complementary businesses is a significant component of our growth strategy. Accordingly, we frequently evaluate possible acquisition targets for our business. However, we may not be able to identify suitable acquisitions, and such transactions may not be able to be financed and completed on acceptable terms. We may incur significant expenses in evaluating and completing such acquisitions. Furthermore, any future acquisitions may not be successful. In addition, we may be competing with larger competitors with substantially greater resources for acquisition targets. Any deficiencies in the process of integrating companies we may acquire could have a material adverse effect on our results of operations and financial condition. Acquisitions entail a number of risks including, among other things:

• failure to achieve anticipated revenues, earnings or cash flow;

• increased expenses;

• diversion of management time and attention;

• failure to retain the acquired business' customers or personnel;

• difficulties in realizing projected efficiencies;

• ability to realize synergies and cost savings;

• difficulties in integrating systems and personnel; and

• inaccurate assessment of liabilities.

Our failure to adequately address these acquisition risks could have a material adverse effect on our business, results of operations, financial condition and growth. Future acquisitions may reduce our cash resources available to fund our operations and capital expenditures and could result in increased amortization expense related to any intangible assets acquired, potentially dilutive issuances of equity securities or the incurrence of debt, which could increase our interest expense.

Our business, results of operations, financial condition or liquidity may be materially and adversely affected by errors and omissions and the outcome of certain actual and potential claims, lawsuits and proceedings.

We are subject to various actual and potential claims, lawsuits and other proceedings relating principally to alleged errors and omissions in connection with our conduct in each of our businesses, including the handling and adjudicating of claims and the placement of insurance. Because such placement of insurance and handling claims can involve substantial amounts of money, clients may assert errors and omissions claims against us alleging potential liability for all or part of the amounts in question. Claimants may seek large damage awards, and these claims may involve potentially significant legal costs. Such claims, lawsuits and other proceedings could, for example, include claims for damages based on allegations that our employees or sub-agents improperly failed to procure coverage, report claims on behalf of clients, provide insurance companies with complete and accurate information relating to the risks being insured or appropriately apply funds that we hold for our clients on a fiduciary basis.

While we would expect most of the errors and omissions claims made against us to be covered by our professional indemnity insurance (subject to our self-insured deductibles), our results of operations, financial condition and liquidity may be materially and adversely affected if, in the future, our insurance coverage proves to be inadequate or unavailable, or if there is an increase in liabilities for which we self-insure. Our ability to obtain professional indemnity insurance in the amounts and with the deductibles we desire in the future may be materially and adversely impacted by general developments in the market for such insurance or our own claims experience. In addition, claims, lawsuits and other proceedings may harm our reputation or divert management resources away from operating our business.

We may lose clients or business as a result of consolidation within the financial services industry.

There has been considerable consolidation in the financial services industry, driven primarily by the acquisition of small and mid-size organizations by larger entities. We expect this trend to continue. As a result, we may lose business or suffer decreased revenues from retail insurance brokerage firms that are acquired by other firms. Similarly, we may lose business or suffer decreased revenues if one or more of our Payment Protection clients or distributors consolidate or align themselves with other companies. To date, our business has not been materially affected by consolidation. However, we may be affected by industry consolidation that occurs in the future, particularly if any of our significant clients are acquired by organizations that already possess the operations, services and products that we provide.

Our ability to implement and execute our strategic plans may not be successful and, accordingly, we may not be successful in achieving our strategic goals, which may materially and adversely affect our business.

We may not be successful in developing and implementing our strategic plans for our businesses or the operational plans that have been or need to be developed to implement these strategic plans. If the development or implementation of such plans is not successful, we may not produce the revenue, margins, earnings or synergies that we need to be successful. We may also face delays or difficulties in implementing service, product, process and system improvements, which could adversely affect the timing or effectiveness of margin improvement efforts in our businesses and our ability to successfully compete in the markets we serve. The execution of our strategic and operating plans will, to some extent, also be dependent on external factors that we cannot control. In addition, these strategic and operational plans need to continue to be assessed and reassessed to meet the challenges and needs of our businesses in order for us to

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remain competitive. The failure to implement and execute our strategic and operating plans in a timely manner or at all, realize the cost savings or other benefits or improvements associated with such plans, have financial resources to fund the costs associated with such plans or incur costs in excess of anticipated amounts, or sufficiently assess and reassess these plans could have a material and adverse effect on our business or results of operations.

We may not effectively manage our growth, which could materially harm our business.

The growth of our business has placed and may continue to place significant demands on our management, personnel, systems and resources. To manage our growth, we must continue to improve our operational and financial systems and managerial controls and procedures, and we will need to continue to expand, train and manage our personnel. We must also maintain close coordination among our technology, compliance, legal, risk management, accounting, finance, marketing and sales organizations. We may not manage our growth effectively, and if we fail to do so, our business could be materially and adversely harmed.

If we continue to grow, we may be required to increase our investment in facilities, personnel and financial and management systems and controls. Continued growth, especially in connection with expansion into new business lines, may also require expansion of our procedures for monitoring and assuring our compliance with applicable regulations and that we recruit, integrate, train and manage a growing employee base. The expansion of our existing businesses, our expansion into new businesses and the resulting growth of our employee base increase our need for internal audit and monitoring processes that are more extensive and broader in scope than those we have historically required. We may not be successful in implementing all of the processes that are necessary. Further, unless our growth results in an increase in our revenues that is proportionate to the increase in our costs associated with this growth, our operating margins and profitability will be materially and adversely affected.

As a holding company, we depend on the ability of our subsidiaries to transfer funds to us to pay dividends and to meet our obligations.

We act as a holding company for our subsidiaries and do not have any significant operations of our own. Dividends from our subsidiaries are our principal sources of cash to meet our obligations and pay dividends, if any, on our common stock. These obligations include our operating expenses and interest and principal payments on our current and any future borrowings. The agreements governing our credit facilities restrict our subsidiaries' ability to pay dividends or otherwise transfer cash to us. Under our credit facility, our subsidiaries are permitted to make distributions to us if no default or event of default has occurred and is continuing at the time of such distribution. If the cash we receive from our subsidiaries pursuant to dividends or otherwise is insufficient for us to fund any of these obligations, or if a subsidiary is unable to pay dividends to us, we may be required to raise cash through the incurrence of additional debt, the issuance of additional equity or the sale of assets.

The payment of dividends and other distributions to us by each of the regulated insurance company subsidiaries in our Payment Protection segment is regulated by insurance laws and regulations of the states in which they operate. In general, dividends in excess of prescribed limits are deemed "extraordinary" and require insurance regulatory approval. Ordinary dividends, for which no regulatory approval is generally required, are limited to amounts determined by a formula, which varies by state. Some states have an additional stipulation that dividends may only be paid out of earned surplus. States also regulate transactions between our insurance company subsidiaries and our other subsidiaries, such as those relating to the shared services, and in some instances, require prior approval of such transactions within the holding company structure. If insurance regulators determine that payment of an ordinary dividend or any other payments by our insurance subsidiaries to us (such as payments for employee or other services) would be adverse to policyholders or creditors, the regulators may block or otherwise restrict such payments that would otherwise be permitted without prior approval. In addition, there could be future regulatory actions restricting the ability of our insurance subsidiaries to pay dividends or share services.

Our success is dependent upon the retention and acquisition of talented people and the skills and abilities of our management team and key personnel.

Our business depends on the efforts, abilities and expertise of our senior executives, particularly our Chairman, President and Chief Executive Officer, Richard S. Kahlbaugh, and our other key personnel. Mr. Kahlbaugh and our other senior executives are important to our success because they have been instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, maintaining relationships with our clients, and identifying business opportunities. The loss of one or more of these executives or other key individuals could impair our business and development until qualified replacements are found. We may not be able to replace these individuals quickly or with persons of equal experience and capabilities. Although we have employment agreements with certain of these individuals, we cannot prevent them from terminating their employment with us. In addition, our non-compete agreements with such individuals may not be enforced by the courts. We do not maintain key man life insurance policies on any of our executive officers except for Mr. Kahlbaugh. If we are unable to attract and retain talented employees, it could have a material adverse effect on our business, operating results and financial condition.

We may need to raise additional capital in the future, but there is no assurance that such capital will be available on a timely basis, on acceptable terms or at all.

We may need to raise additional funds in order to grow our businesses or fund our strategy or acquisitions. Additional financing may not be available in sufficient amounts or on terms acceptable to us and may be dilutive to existing stockholders if raised through additional equity offerings. A significant portion of our funding is under our existing credit facility, which matures in August 2017. Additionally,

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any securities issued to raise such funds may have rights, preferences and privileges senior to those of our existing stockholders. If adequate funds are not available on a timely basis or on acceptable terms, our ability to expand, develop or enhance our services and products, enter new markets, consummate acquisitions or respond to competitive pressures could be materially limited.

Risks Related to Our Payment Protection Segment

Our Payment Protection segment relies on independent financial institutions, lenders and retailers to distribute its services and products, and the loss of these distribution sources, or the failure of our distribution sources to sell our Payment Protection products could materially and adversely affect our business and results of operations.

We distribute our Payment Protection products through financial institutions, lenders and retailers. Although our contracts with these clients are typically exclusive, they can be canceled on relatively short notice. In addition, the distributors typically do not have any minimum performance or sales requirements and our Payment Protection revenue is dependent on the level of business conducted by the distributor as well as the effectiveness of their sales efforts for our Payment Protection products, each of which is beyond our control. The impairment of our distribution relationships, the loss of a significant number of our distribution relationships, the failure to establish new distribution relationships, the failure to offer increasingly competitive products, the increase in sales of competitors' services and products by these distributors or the decline in their overall business activity or the effectiveness of their sales of our Payment Protection products could materially reduce our Payment Protection sales and revenues. Also, the growth of our Payment Protection segment is dependent in part on our ability to identify, attract and retain new distribution relationships and successfully implement our information systems with those of our new distributors.

Reinsurance may not be available or adequate to protect us against losses, and we are subject to the credit risk of reinsurers.

As part of our overall risk and capacity management strategy, we purchase reinsurance for a substantial portion of the risks underwritten by our Payment Protection segment through third party reinsurance companies. Market conditions beyond our control determine the availability and cost of the reinsurance protection we seek to renew or purchase. States also could impose restrictions on these reinsurance arrangements, such as requiring the insurance company subsidiary to retain a minimum amount of underwriting risk, which could affect our profitability and results of operations. Reinsurance for certain types of catastrophes generally could become unavailable or prohibitively expensive for some of our businesses. Such changes could substantially increase our exposure to the risk of significant losses from natural or man-made catastrophes and could hinder our ability to write future business.

Although the reinsurer is liable to the respective insurance subsidiary to the extent of the ceded reinsurance, the insurance company remains liable to the insured as the direct insurer on all risks reinsured. Ceded reinsurance arrangements, therefore, do not eliminate our insurance company obligation to pay claims. While the captive reinsurance companies owned by our clients are generally required to maintain trust accounts with sufficient assets to cover the reinsurance liabilities and we manage these trust accounts on behalf of these reinsurance companies, we are subject to credit risk with respect to our ability to recover amounts due from reinsurers. The inability to collect amounts due from reinsurers could have a material adverse effect on our results of operations and financial condition.

Our reinsurance facilities are generally subject to annual renewal. We may not be able to maintain our current reinsurance facilities and our clients may not be able to continue to operate their captive reinsurance companies. As a result, even where highly desirable or necessary, we may not be able to obtain other reinsurance facilities in adequate amounts and at favorable rates. If we are unable to renew our expiring facilities or to obtain or structure new reinsurance facilities, either our net exposures would increase or, if we are unwilling to bear an increase in net exposures, we may have to reduce the level of our underwriting commitments. Either of these potential developments could have a material adverse effect on our results of operations and financial condition.

Due to the structure of some of our commissions, we are exposed to risks related to the creditworthiness of some of our agents.

We are subject to the credit risk of some of the agents with which we contract within our Payment Protection segment. We typically advance agents' commissions as part of our product offerings. These advances are a percentage of the premium charged. If we over-advance such commissions to agents, they may not be able to fulfill their payback obligations, and it could have a material adverse effect on our results of operations and financial condition.

A downgrade in the ratings of our insurance company subsidiaries may materially and adversely affect relationships with clients and adversely affect our results of operations.

Claims paying ability and financial strength ratings are each a factor in establishing the competitive position of our insurance company subsidiaries. A ratings downgrade, or the potential for such a downgrade, could, among other things, materially and adversely affect relationships with clients, brokers and other distributors of our services and products, thereby negatively impacting our results of operations, and materially and adversely affect our ability to compete in our markets. Rating agencies can be expected to continue to monitor our financial strength and claims paying ability, and no assurances can be given that future ratings downgrades will not occur, whether due to changes in our performance, changes in rating agencies' industry views or ratings methodologies, or a combination of such factors.

Our actual claims losses may exceed our reserves for claims, which may require us to establish additional reserves that may materially and adversely reduce our business, results of operations and financial condition.

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We maintain reserves to cover our estimated ultimate exposure for claims with respect to reported claims and incurred but not reported claims as of the end of each accounting period. Reserves, whether calculated under accounting principles generally accepted in the United States or statutory accounting principles, do not represent an exact calculation of exposure. Instead, they represent our best estimates, generally involving actuarial projections, of the ultimate settlement and administration costs for a claim or group of claims, based on our assessment of facts and circumstances known at the time of calculation. The adequacy of reserves will be impacted by future trends in claims severity, frequency, judicial theories of liability and other factors. These variables are affected by external factors such as changes in the economic cycle, unemployment, changes in the social perception of the value of work, emerging medical perceptions regarding physiological or psychological causes of disability, emerging health issues, new methods of treatment or accommodation, inflation, judicial trends, legislative changes, as well as changes in claims handling procedures. Many of these items are not directly quantifiable, particularly on a prospective basis. Reserve estimates are refined as experience develops. Adjustments to reserves, both positive and negative, are reflected in the statement of income of the period in which such estimates are updated. Because the establishment of reserves is an inherently uncertain process involving estimates of future losses, we can give no assurances that ultimate losses will not exceed existing claims reserves. In general, future loss development could require reserves to be increased, which could have a material adverse effect on our business, results of operations and financial condition.

Our investment portfolio is subject to several risks that may diminish the fair value of our invested assets and cash and may materially and adversely affect our business and profitability.

Investment returns are an important part of our overall profitability and significant interest rate fluctuations, or prolonged periods of low interest rates, could impair our profitability. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. We have a significant portion of our investments in cash and highly liquid short-term investments. Accordingly, during prolonged periods of declining or low market interest rates, such as those we have been experiencing since 2008, the interest we receive on such investments decreases and affects our profitability. In addition, certain factors affecting our business, such as volatility of claims experience, could force us to liquidate securities prior to maturity, causing us to incur capital losses. If we do not structure our investment portfolio so that it is appropriately matched with our insurance liabilities, we may be forced to liquidate investments prior to maturity at a significant loss to cover such liabilities.

The fair value of the fixed maturity securities in our portfolio and the investment income from these securities fluctuate depending on general economic and market conditions. Because all of our fixed maturity securities are classified as available for sale, changes in the fair value of these securities are reflected on our Consolidated Balance Sheets. The fair value generally increases or decreases in an inverse relationship with fluctuations in interest rates, while net investment income realized by us from future investments in fixed maturity securities will generally increase or decrease with interest rates. In addition, actual net investment income and/or cash flows from investments that carry prepayment risk may differ from those anticipated at the time of investment as a result of interest rate fluctuations.

We employ asset/liability management strategies to reduce the adverse effects of interest rate volatility and to increase the likelihood that cash flows are available to pay claims as they become due. Our asset/liability management strategies may fail to eliminate or reduce the adverse effects of interest rate volatility, and significant fluctuations in the level of interest rates may therefore have a material adverse effect on our results of operations and financial condition.

We are subject to credit risk in our investment portfolio, primarily from our investments in corporate bonds, preferred securities and municipal bonds. Defaults by third parties in the payment or performance of their obligations could reduce our investment income and realized investment gains or result in the recognition of investment losses. The fair value of our investments may be materially and adversely affected by increases in interest rates, downgrades in the corporate bonds included in the portfolio and by other factors that may result in the recognition of other-than-temporary impairments. Each of these events may cause us to reduce the fair value of our investment portfolio.

Further, the fair value of any particular fixed maturity security is subject to impairment based on the creditworthiness of a given issuer. Our fixed maturity portfolio may include below investment grade securities (rated "BB" or lower by nationally recognized securities rating organizations). These investments generally provide higher expected returns, but present greater risk and can be less liquid than investment grade securities. A significant increase in defaults and impairments on our fixed maturity investment portfolio could have a material adverse effect on our results of operations and financial condition.

Risks Related to Our BPO Segment

A significant portion of our BPO revenues are attributable to one client, and any loss of business from, or change in our relationship with this client could materially and adversely affect our business, results of operations, financial condition and cash flows in our BPO Segment.

We have derived a significant portion of our BPO revenues from a limited number of clients, specifically, in our BPO business, services provided to National Union Fire Insurance Company of Pittsburgh, PA ("NUFIC"). See the section "QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - Concentration Risk" in this Report, regarding our concentration risk. The loss of business or a reduction in the fees or other change in relationship with any of our significant clients, particularly NUFIC,

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could have a material adverse effect on our business, results of operations, financial condition and cash flows. In particular, NUFIC has informed us that they intend to in-source some of the services we previously provided. We will continue to compete aggressively for the business of our BPO clients, including NUFIC. There is no guarantee that we would be able to generate new business in the event that we lose a significant client, including NUFIC.

The profitability of our BPO segment will suffer if we are not able to price our outsourcing services appropriately, maintain asset utilization levels and control our costs.

The profitability of our BPO segment is largely a function of the efficiency with which we utilize our assets and the pricing that we are able to obtain for our services. Our utilization rates are affected by a number of factors, including hiring and assimilating new employees, forecasting demand for our services and our need to devote time and resources to training, professional development and other typically non-chargeable activities. The prices we are able to charge for our services are affected by a number of factors, including our clients' perceptions of our ability to add value through our services, competition, the introduction of new services or products by us or our competitors and general economic conditions. Our ability to accurately estimate, attain and sustain revenues over increasingly longer contract periods could negatively impact our margins and cash flows. Therefore, if we are unable to price appropriately or manage our asset utilization levels, there could be a material adverse effect on our business, results of operations and financial condition. The profitability of our BPO segment is also a function of our ability to control our costs and improve our efficiency. As we increase the number of our employees and grow our business, we may not be able to manage the significantly larger workforce that may result and our profitability may be adversely and materially affected.

We enter into fixed-term contracts and per-unit priced contracts with our BPO clients, and our failure to correctly price these contracts may negatively affect our profitability.

The pricing of our services is usually included in contracts entered into with our clients, many of which are for terms of between one and three years. In certain cases, we have committed to pricing over this period with only limited sharing of risk regarding inflation. If we fail to estimate accurately future wage inflation rates or our costs, or if we fail to accurately estimate the productivity benefits we can achieve under a contract, it could have a material adverse effect on our profitability.

Some of our BPO contracts contain provisions which, if triggered, could result in the payment of penalties or lower future revenues and could materially and adversely affect our business, results of operations, financial condition and cash flows.

Many of our BPO contracts contain service level and performance provisions, including standards relating to the quality of our services, that would provide our clients with the right to terminate their contract if we do not meet pre-agreed service level requirements and in the case of our contract with NUFIC, require us to pay penalties. Our contract with NUFIC also provides that, during the term of the contract and for 18 months thereafter, we may not develop or service products for NUFIC's competitors that are substantially similar to those we administer on behalf of NUFIC. Failure to meet these requirements could result in the payment of significant penalties by us to our clients which, in turn, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Risks Related to our Brokerage Segment

We may not be able to accurately forecast our brokerage commissions and fee revenues because our commissions and fees depend on premiums charged by insurance companies, which historically have varied and, as a result, have been difficult to predict.

Our Brokerage segment derives revenue principally from commissions and fees paid by insurance companies. Commissions and fees are based upon a percentage of premiums paid by customers for insurance products. The amount of such commissions and fees are therefore highly dependent on premium rates charged by insurance companies. We do not determine insurance premium rates. Premium rates are determined by insurance companies based on a fluctuating market and in many cases are regulated by the states in which they operate. We have generally encountered declining rates for property and casualty ("P&C") insurance since late 2006.

Premium pricing within the commercial P&C insurance market in which we operate historically has been cyclical based on the underwriting capacity of the insurance carriers operating in this market and has been impacted by general economic conditions. In a period of decreasing insurance capacity, insurance carriers typically raise premium rates. This type of market frequently is referred to as a "hard" market. In a period of increasing insurance capacity, insurance carriers tend to reduce premium rates. This type of market frequently is referred to as a "soft" market, which the commercial P&C market has experienced since 2006, with a slight firming of the market in 2012. Because our commission rates usually are calculated as a percentage of the gross premium charged for the insurance products that we place, our revenues are affected by the pricing cycle of the market and the amount of risk that is insured. General economic conditions may impact the amount of risk that is insured by companies by affecting the value of the insured properties, the size of company workforces and the willingness of companies to self-insure certain risks to reduce insurance expenses. The frequency and severity of natural disasters and other catastrophic events can affect the timing, duration and extent of industry cycles for many of the product lines we distribute. It is very difficult to predict the severity, timing or duration of these cycles. The cyclical nature of premium pricing in the commercial P&C insurance market may make our results of operations volatile and unpredictable. To the extent that an economic downturn and/or "soft" market persists for an extended period of time, our Brokerage commissions and fees, financial condition and results of operations may be materially and adversely affected.

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We may experience reductions in the commission revenues we receive from risk-bearing insurance companies as these insurance companies seek to reduce their expenses by reducing commission rates payable to non-affiliated brokers or agents such as us, which may significantly affect the profitability of our Brokerage segment.

As traditional risk-bearing insurance companies continue to outsource the production of premium revenues to non-affiliated brokers or agents such as us, those insurance companies may seek to reduce further their expenses by reducing the commission rates payable to those insurance agents or brokers. The reduction of these commission rates, along with general volatility and/or declines in premiums, may significantly affect the profitability of our Brokerage segment. Because we do not determine the timing or extent of premium pricing changes, we may not be able to accurately forecast our commission revenues, including whether they will significantly decline. As a result, we may have to adjust our budgets to account for unexpected changes in revenues, and any decreases in premium rates may have a material adverse effect on our results of operations.

The loss of the services of any of our highly qualified brokers could harm our business and operating results.

Our future performance depends on our ability to recruit and retain highly qualified brokers, including brokers who work in the businesses that we have acquired or may acquire in the future. Competition for productive brokers is intense, and our inability to recruit or retain these brokers could harm our business and operating results. While many of our senior brokers own an equity interest in us and many have entered into employment agreements with us, these brokers may not serve the term of their employment agreements or renew their employment agreements upon expiration. Moreover, any of the brokers who leave our firm may not comply with the provisions of their employment agreements that preclude them from competing with us or soliciting our customers and employees, or these provisions may not be enforceable under applicable law or sufficient to protect us from the loss of any business. In addition, we do not have employment, non-competition or non-solicitation agreements with all of our brokers. We may not be able to retain or replace the business generated by a broker who leaves our firm or replace that broker with an equally qualified broker who is acceptable to our clients.

Because our Brokerage segment is highly concentrated in California, adverse economic conditions or regulatory changes in that state could materially and adversely affect our financial condition, results of operations and cash flows.

A significant portion of our Brokerage segment is concentrated in California. We believe the regulatory environment for insurance intermediaries in California currently is no more restrictive than in other states. The insurance industry is a state-regulated industry, and therefore, state legislatures may enact laws, and state insurance regulators may adopt regulations, that adversely affect the profitability of insurance industries in their states. Because our Brokerage segment is concentrated in a few states, we face greater exposure to unfavorable changes in regulatory conditions in those states than insurance intermediaries whose operations are more diversified through a greater number of states. In addition, the occurrence of adverse economic conditions, natural or other disasters, or other circumstances specific to or otherwise significantly impacting these states could have a material adverse effect on our financial condition, results of operations and cash flows.

If insurance carriers begin to transact business without relying on wholesale insurance brokers, our business, results of operations, financial condition and cash flows could suffer.

Our Brokerage segment acts as an intermediary between retail agents and insurance carriers that, in some cases, will not transact business directly with retail insurance brokers and agents. If insurance carriers change the way they conduct business and begin to transact business with retail agents without including us or if retail agents are enabled to transact business directly with insurance carriers as a result of changes in the surplus lines and specialty insurance markets, technological advancements or other factors, our role in the distribution of surplus lines and specialty insurance products could be eliminated or substantially reduced, and our business, results of operations, financial condition and cash flows could suffer. In addition, if insurers retain more risk or cede risks that have traditionally been placed facultatively to treaty reinsurance arrangements, then revenue and cash flows attributable to eReinsure could suffer.

Our growth strategy may involve opening or acquiring new offices and expanding internationally and will involve hiring new brokers and underwriters for our Brokerage segment, which will require substantial investment by us and may materially and adversely affect our results of operations and cash flows.

Our ability to grow our Brokerage segment organically depends in part on our ability to open or acquire new offices, expand internationally and recruit new brokers and underwriters. We may not be successful in any efforts to open new offices, expand internationally or hire new brokers or underwriters. The costs of opening a new office, expanding internationally and hiring the necessary personnel to staff the office can be substantial, and we often are required to commit to multi-year, non-cancelable lease agreements. It has been our experience that our new Brokerage offices may not achieve profitability on a stand-alone basis until they have been in operation for at least three years. In addition, we often hire new brokers and underwriters with the expectation that they will not become profitable until 12 months after they are hired. The cost of investing in new offices, brokers and underwriters may have a material adverse effect on our results of operations and cash flows. Moreover, we may not be able to recover our investments or these offices, brokers and underwriters may not achieve profitability.

Our financial results may be materially and adversely affected by the occurrence of catastrophes.

Portions of our Brokerage segment involve the placement of insurance policies that cover losses from unpredictable events such as hurricanes, windstorms, hailstorms, earthquakes, fires, industrial explosions, freezes, riots, floods and other man-made or natural disasters, including acts of terrorism. The incidence and severity of these catastrophes in any given period are inherently unpredictable, and climate

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change could further exacerbate the severity and frequency of weather-related events. We are generally eligible to earn profit commissions, which are commissions we receive from carriers based upon the ultimate profitability of the business that we place with those carriers. The occurrence and severity of catastrophes could impair the amount of profit commissions that we receive in the future which could have a material adverse effect on our results of operations and financial condition. Capacity in the reinsurance market is adversely impacted by catastrophes, which can adversely impact our results of operations.

We are subject to risks related to our profit commission arrangements and other compensation arrangements.

We derive a portion of our Brokerage segment revenues from profit commissions based on the profitability of the insurance business we place with a carrier. Due to the inherent uncertainty of loss in our industry and changes in underwriting criteria due in part to the high loss ratios experienced by some carriers, we cannot predict the receipt of these profit commissions and the amount of such profit commissions may be less than we anticipated. Because profit commissions affect our revenues, any decrease in such amounts could have a material adverse effect on our results of operations and financial condition.

In addition, other companies have been the subject of investigations regarding profit commission arrangements by various governmental authorities within the past several years. Some of these investigations have focused on whether retail insurance brokers have adequately disclosed to their customers the receipt of profit commissions that are paid by insurance carriers to brokers based on the volume of business placed by the broker with the insurance carrier and other factors. We have not been subject to any investigations that are focused on our disclosure of profit commissions. The legislatures of various states may adopt new laws addressing profit commission arrangements, including laws limiting or prohibiting such arrangements, and adding new or different disclosure of such arrangements to insureds. Various state departments of insurance may also adopt new regulations addressing these matters. While we cannot predict the outcome of future governmental actions regarding commission payment practices or the responses by the market and government regulators, any unfavorable resolution of these matters could have a material adverse effect on our results of operations.

Risks Related to Regulatory and Legal Matters

We are subject to extensive governmental laws and regulations, which increase our costs and could restrict the conduct of our business.

Our operating subsidiaries are subject to extensive regulation and supervision in the jurisdictions in which they do business. Such regulation or compliance could reduce our profitability or limit our growth by increasing the costs of compliance, limiting or restricting the products or services we sell, or the methods by which we sell our services and products, or subjecting our businesses to the possibility of regulatory actions or proceedings. In all jurisdictions, the applicable laws and regulations are subject to amendment or interpretation by regulatory authorities. Generally, such authorities have broad discretion to grant, renew or revoke licenses and approvals and to implement new regulations. We may be precluded or temporarily suspended from carrying on some or all of our activities or otherwise fined or penalized in any jurisdiction in which we operate. We can give no assurances that our businesses can continue to be conducted in each jurisdiction as they have been in the past. Such regulation is generally designed to protect the interests of policyholders. To that end, the laws of the various states establish insurance departments with broad powers with respect to matters, such as:

• licensing and authorizing companies and agents to transact business;

• regulating capital and surplus and dividend requirements;

• regulating underwriting limitations;

• regulating the ability of companies to enter and exit markets;

• imposing statutory accounting requirements and annual statement disclosures;

• approving changes in control of insurance companies;

• regulating premium rates, including the ability to increase or maintain premium rates;

• regulating trade billing and claims practices;

• regulating certain transactions between affiliates;

• regulating reinsurance arrangements, including the balance sheet credit that may be taken by the ceding or direct insurer;

• mandating certain terms and conditions of coverage and benefits;

• regulating the content of disclosures to consumers;

• regulating the type, amounts and valuation of investments;

• mandating assessments or other surcharges for guaranty funds and the ability to recover such assessments in the future through premium increases;

• regulating market conduct and sales practices of insurers and agents, including compensation arrangements; and

• regulating a variety of other financial and non-financial components of an insurer's business.

Our non-insurance operations and certain aspects of our insurance operations are subject to various other federal and state regulations, including state and federal consumer protection, privacy and other laws.

An insurer's ability to write new business is partly a function of its statutory surplus. Maintaining appropriate levels of surplus as measured by Statutory Accounting Principles is considered important by insurance regulatory authorities and the private agencies that rate insurers' claims-paying abilities and financial strength. Failure to maintain certain levels of statutory surplus could result in increased regulatory scrutiny, a downgrade by rating agencies or enforcement action by regulatory authorities.

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We may be unable to maintain all required licenses and approvals and, despite our best efforts, our business may not fully comply with the wide variety of applicable laws and regulations or the relevant regulators' interpretations of such laws and regulations. Also, some regulatory authorities have relatively broad discretion to grant, renew or revoke licenses and approvals or to limit or restrain operations in their jurisdiction. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities could preclude or temporarily suspend us from operating, limit some or all of our activities or financially penalize us. These types of actions could have a material adverse effect on our results of operations and financial condition.

Failure to protect our clients' confidential information and privacy could result in the loss of our reputation and customers, reduction in our profitability and subject us to fines, penalties and litigation and adversely affect our results of operations and financial condition.

We retain confidential information in our information systems, and we are subject to a variety of privacy regulations and confidentiality obligations. For example, some of our activities are subject to the privacy regulations of the Gramm-Leach-Bliley Act. We also have contractual obligations to protect confidential information we obtain from our clients. These obligations generally require us, in accordance with applicable laws, to protect such information to the same extent that we protect our own confidential information. We have implemented physical, administrative and logical security systems with the intent of maintaining the physical security of our facilities and systems and protecting our, our clients' and their customers' confidential information and personally-identifiable information against unauthorized access through our information systems or by other electronic transmission or through the misdirection, theft or loss of data. Despite such efforts, we may be subject to a breach of our security systems that results in unauthorized access to our facilities and/or the information we are trying to protect. Anyone who is able to circumvent our security measures and penetrate our information systems could access, view, misappropriate, alter, or delete any information in the systems, including personally identifiable customer information and proprietary business information. In addition, most states require that customers be notified if a security breach results in the disclosure of personally-identifiable customer information. Any compromise of the security of our information systems that results in inappropriate disclosure of such information could result in, among other things, unfavorable publicity and damage to our reputation, governmental inquiry and oversight, difficulty in marketing our services, loss of clients, significant civil and criminal liability and the incurrence of significant technical, legal and other expenses, any of which may have a material adverse effect on our results of operations and financial condition.

Changes in regulation may adversely affect our business, results of operations and financial condition and limit our growth.

Legislation or other regulatory reform that increases the regulatory requirements imposed on us or that changes the way we are able to do business may significantly harm our business or results of operations in the future. If we were unable for any reason to comply with these requirements, it could result in substantial costs to us and may have a material adverse effect on our results of operations and financial condition. Legislative or regulatory changes that could significantly harm us and our subsidiaries include, but are not limited to:

• prohibiting our clients from providing debt cancellation policies or other ancillary products;

• prohibiting insurers from fronting captive reinsurance arrangements;

• placing or reducing interest rate caps on the consumer finance products our clients offer;

• limitations or imposed reductions on premium levels or the ability to raise premiums on existing policies;

• increases in minimum capital, reserves and other financial viability requirements;

• impositions of increased fines, taxes or other penalties for improper licensing, the failure to promptly pay claims, however defined, or other regulatory violations;

• increased licensing requirements;

• restrictions on the ability to offer certain types of products;

• new or different disclosure requirements on certain types of products; and

• imposition of new or different requirements for coverage determinations.

In recent years, the state insurance regulatory framework has come under increased federal scrutiny and some state legislatures have considered or enacted laws that may alter or increase state authority to regulate insurance companies and insurance holding companies. Further, the National Association of Insurance Commissioners ("NAIC") and state insurance regulators are re-examining existing laws and regulations, specifically focusing on modifications to holding company regulations, interpretations of existing laws and the development of new laws and regulations. Additionally, there have been attempts by the NAIC and several states to limit the use of discretionary clauses in policy forms. The elimination of discretionary clauses could increase our costs under our Payment Protection products. New interpretations of existing laws and the passage of new legislation may harm our ability to sell new services and products and increase our claims exposure on policies we issued previously. In addition, the NAIC's proposed expansion of the Market Conduct Annual Statement could increase the likelihood of examinations of insurance companies operating in niche markets. Court decisions that impact the insurance industry could result in the release of previously protected confidential and privileged information by departments of insurance, which could increase the risk of litigation.

Traditionally, the U.S. federal government has not directly regulated the business of insurance. However, federal legislation and administrative policies in several areas can significantly and adversely affect insurance companies. These areas include financial services regulation, securities regulation, privacy, tort reform legislation and taxation. For example, the Dodd-Frank Act provides for the enhanced federal supervision of financial institutions, including insurance companies in certain circumstances, and financial activities that represent a systemic risk to financial stability or the U.S. economy.

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Under the Dodd-Frank Act, the Federal Insurance Office was established within the U.S. Treasury Department to monitor all aspects of the insurance industry and its authority would likely extend to all lines of insurance that our insurance subsidiaries write. The director of the Federal Insurance Office will serve in an advisory capacity to the Financial Stability Oversight Council and have the ability to recommend that an insurance company or an insurance holding company be subject to heightened prudential standards by the Federal Reserve, if it is determined that financial distress at the company could pose a threat to the financial stability of the U.S. economy. The Dodd-Frank Act also provides for the preemption of state laws when inconsistent with certain international agreements and would streamline the regulation of reinsurance and surplus lines insurance. At this time, we cannot assess whether any other proposed legislation or regulatory changes will be adopted, or what impact, if any, the Dodd-Frank Act or any other legislation or changes could have on our results of operations, financial condition or liquidity.

With regard to payment protection products, there are federal and state laws and regulations that govern the disclosures related to lenders' sales of those products. Our ability to administer those products on behalf of financial institutions is dependent upon their continued ability to sell those products. To the extent that federal or state laws or regulations change to restrict or prohibit the sale of these products, our administration services and fees revenues would be adversely affected. The Dodd-Frank Act created a new Consumer Financial Protection Bureau ("CFPB") designed to add new regulatory oversight for these lender products. Recently, the CFPB's enforcement actions have resulted in large refunds and civil penalties against financial institutions in connection with their marketing of payment protection and other products. Due to such regulatory actions, some lenders may reduce their sales and marketing of payment protection and other ancillary products, which may adversely affect our administration services and fees revenues. The full impact of the CFPB's oversight is unpredictable and has not yet been realized fully.

Further, in a time of financial uncertainty or a prolonged economic downturn, regulators may choose to adopt more restrictive insurance laws and regulations. For example, insurance regulators may choose to restrict the ability of insurance subsidiaries to make payments to their parent companies or reject rate increases due to the economic environment.

With respect to the P&C insurance policies our Payment Protection segment underwrites, federal legislative proposals regarding National Catastrophe Insurance, if adopted, could reduce the business need for some of the related products we provide. Additionally, as the U.S. Congress continues to respond to the recent housing foreclosure crisis, it could enact legislation placing additional barriers on creditor-placed insurance.

In recent years, several large organizations became subjects of intense public scrutiny due to high-profile data security breaches involving sensitive financial and health information. These events focused national attention on identity theft and the duty of organizations to notify impacted consumers in the event of a data security breach. Existing legislation in most states requires customer notification in the event of a data security breach. In addition, some states are adopting laws and regulations requiring minimum information security practices with respect to the collection and storage of personally-identifiable consumer data, and several bills before Congress contain provisions directed to national information security standards and breach notification requirements. Several significant legal, operational and reputational risks exist with regard to a data breach and customer notification. A breach of data security requiring public notification can result in regulatory fines, penalties or sanctions, civil lawsuits, loss of reputation, loss of clients and reduction of our profitability.

Our business is subject to risks related to litigation and regulatory actions.

We may be materially and adversely affected by judgments, settlements, unanticipated costs or other effects of legal and administrative proceedings now pending or that may be instituted in the future, or from investigations by regulatory bodies or administrative agencies. From time to time, we have had inquiries from regulatory bodies and administrative agencies relating to the operation of our business. Such inquiries may result in various audits, reviews and investigations. An adverse outcome of any investigation by, or other inquiries from, such bodies or agencies could have a material adverse effect on us and result in the institution of administrative or civil proceedings, sanctions and the payment of fines and penalties, changes in personnel, and increased review and scrutiny of us by our clients, regulatory authorities, potential litigants, the media and others.

In particular, our insurance operations and certain of our membership and warranty operations are subject to comprehensive regulation and oversight by insurance departments in jurisdictions in which we do business. These insurance departments have broad administrative powers with respect to all aspects of the insurance business and, in particular, monitor the manner in which an insurance company offers, sells and administers its products. Therefore, we may from time to time be subject to a variety of legal and regulatory actions relating to our current and past business operations, including, but not limited to:

• disputes over coverage or claims adjudication;

• disputes over claim payment amounts and compliance with individual state regulatory requirements;

• disputes regarding sales practices, disclosures, premium refunds, licensing, regulatory compliance, underwriting and compensation arrangements;

• disputes with taxation and insurance authorities regarding our tax liabilities;

• periodic examinations of compliance with applicable federal and state laws; and

• industry-wide investigations regarding business practices including, but not limited to, the use of finite reinsurance and the marketing and refunding of insurance policies or certificates of insurance.

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The prevalence and outcomes of any such actions cannot be predicted, and such actions or any litigation may have a material adverse effect on our results of operations and financial condition. In addition, if we were to experience difficulties with our relationship with a regulatory body in a given jurisdiction, it could have a material adverse effect on our ability to do business in that jurisdiction.

In addition, plaintiffs continue to bring new types of legal claims against insurance and related companies. Current and future court decisions and legislative activity may increase our exposure to these types of claims. Multi-party or class action claims may present additional exposure to substantial economic, non-economic and/or punitive damage awards. The success of even one of these claims, if it resulted in a significant damage award or a detrimental judicial ruling could have a material adverse effect on our results of operations and financial condition. This risk of potential liability may make reasonable settlements of claims more difficult to obtain. We cannot determine with any certainty what new theories of liability or recovery may evolve or what their impact may be on our businesses.

We cannot predict at this time the effect that current litigation, investigations and regulatory activity will have on the industries in which we operate or our business. In light of the regulatory and judicial environments in which we operate, we will likely become subject to further investigations and lawsuits from time to time in the future. Our involvement in any investigations and lawsuits would cause us to incur legal and other costs and, if we were found to have violated any laws, we could be required to pay fines and damages, perhaps in material amounts. In addition, we could be materially and adversely affected by the negative publicity for the insurance and other financial services industries related to any such proceedings and by any new industry-wide regulations or practices that may result from any such proceedings.

Our cash and cash equivalents could be adversely affected if the financial institutions with which our cash and cash equivalents are deposited fail.

We maintain cash and cash equivalents with major third party financial institutions, including interest-bearing money market accounts. In the United States, these accounts were fully insured by the Federal Deposit Insurance Corporation ("FDIC") regardless of account balance through the Transaction Account Guarantee ("TAG") program created by Section 343 of the Dodd-Frank Act. The expiration of the TAG program on December 31, 2012, caused the FDIC's standard insurance limit of $250,000 per depositor per institution to be reimposed on January 1, 2013. Thus, our accounts containing cash and cash equivalents may exceed the FDIC's standard $250,000 insurance limit from time to time.

We may be subject to assertions that taxes must be collected based on sales and use of our services in various states, which could expose us to liability and cause material harm to our business, financial condition and results of operations.

Whether sales of our services are subject to state sales and use taxes is uncertain, due in part to the nature of our services and the relationships through which our services are offered, as well as changing state laws and interpretations of those laws. One or more states may seek to impose sales or use tax or other tax collection obligations on us, whether based on sales by us or our resellers or clients, including for past sales. A successful assertion that we should be collecting sales or other related taxes on our services could result in substantial tax liabilities for past sales, discourage customers from purchasing our services, discourage clients from offering or billing for our services, or otherwise cause material harm to our business, financial condition and results of operations.

Risks Related to Our Indebtedness

Our indebtedness may limit our financial and operating activities and may materially and adversely affect our ability to incur additional debt to fund future needs.

Our debt service obligations vary annually based on the amount of our indebtedness and the associated fixed and floating interest rates. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Liquidity and Capital Resources - Liquidity" in this Report, regarding the amount of outstanding debt and our annual debt service. Our total indebtedness was $117.8 million at September 30, 2013, compared to $124.4 million at December 31, 2012. Although we believe that our current cash flow will be sufficient to cover our annual interest expense, any increase in our indebtedness or any decline in the amount of cash available increases the possibility that we could not pay, when due, the principal of, interest on or other amounts due with respect to our indebtedness. In addition, our indebtedness and any future indebtedness we may incur could:

• make it more difficult for us to satisfy our obligations with respect to our indebtedness, including financial and other restrictive covenants, which could result in an event of default under the agreements governing our indebtedness;

• make us more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital, capital expenditures, acquisitions and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• place us at a competitive disadvantage compared to competitors that have less debt; and

• limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business strategy or other purposes.

Any of the above-listed factors could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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Increases in interest rates could increase interest payable under our variable rate indebtedness.

We are subject to interest rate risk in connection with our variable rate indebtedness. See "QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - Interest Rate Risk" in this Report, regarding our interest rate risk and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Liquidity and Capital Resources - Liquidity" in this Report, regarding the amount of outstanding variable rate debt. Interest rate changes could increase the amount of our interest payments and thus negatively impact our future earnings and cash flows. If we do not have sufficient earnings, we may be required to refinance all or part of our existing debt, sell assets, borrow more money or sell more securities, none of which we can guarantee we will be able to do.

We may enter into hedging transactions that may become ineffective which adversely impact our financial condition.

Part of our interest rate risk strategy involves entering into hedging transactions to mitigate the risk of variable interest rate instruments by converting the variable interest rate to a fixed interest rate. Each hedging item must be regularly evaluated for hedge effectiveness. If it is determined that a hedging transaction is ineffective, we may be required to record losses reflected in our results of operations which could adversely impact our financial condition.

Despite our indebtedness levels, we and our subsidiaries may still be able to incur more indebtedness, which could further exacerbate the risks related to our indebtedness described above.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future subject to the limitations contained in the agreements governing our indebtedness. If we or our subsidiaries incur additional debt, the risks that we and they now face as a result of our indebtedness could intensify.

Restrictive covenants in the agreements governing our indebtedness may restrict our ability to pursue our business strategies.

The agreements governing our indebtedness contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to pursue our business strategies or undertake actions that may be in our best interests. The agreements governing our indebtedness include covenants restricting, among other things, our ability to:

• incur or guarantee additional debt;

• incur liens;

• complete mergers, consolidations and dissolutions;

• sell certain of our assets that have been pledged as collateral; and

• undergo a change in control.

Our assets have been pledged to secure some of our existing indebtedness.

Our credit facility, entered into in August 2012, with Wells Fargo Bank, N.A. is secured by substantially all of our property and assets and property and assets owned by LOTS Intermediate Co. and certain of our subsidiaries that act as guarantors of our existing indebtedness. Such assets include the stock of LOTS Intermediate Co. and the right, title and interest of the borrowers and each guarantor in their respective material real estate property, fixtures, accounts, equipment, investment property, inventory, instruments, general intangibles, intellectual property, money, cash or cash equivalents, software and other assets and, in each case, the proceeds thereof, subject to certain exceptions. In the event of a default under our indebtedness, the lender could foreclose against the assets securing such obligations. A foreclosure on these assets would have a material adverse effect on our business, financial condition, results of operations and cash flows.

Risks Related to Our Technology and Intellectual Property

Our information systems may fail or their security may be compromised, which could damage our business and materially and adversely affect our results of operations and financial condition.

Our business is highly dependent upon the effective operation of our information systems and our ability to store, retrieve, process and manage significant databases and expand and upgrade our information systems. We rely on these systems throughout our businesses for a variety of functions, including marketing and selling our Payment Protection products, providing our BPO services, providing eReinsure's services to the reinsurance market, managing our operations, processing claims and applications, providing information to clients, performing actuarial analyses and maintaining financial records. The interruption or loss of our information processing capabilities through the loss of stored data, programming errors, the breakdown or malfunctioning of computer equipment or software systems, telecommunications failure or damage caused by weather or natural disasters or any other significant disruptions could harm our business, ability to generate revenues, client relationships, competitive position and reputation. Although we have additional data processing locations in Jacksonville, Florida and Atlanta, Georgia, disaster recovery procedures and insurance to protect against certain contingencies, such measures may not be effective or insurance may not continue to be available at reasonable prices, cover all such losses or be sufficient to compensate us for the loss of business that may result from any failure of our information systems. In addition, our information systems may be vulnerable to physical or electronic intrusions, computer viruses or other attacks which could disable our information systems and our security measures may not prevent such attacks. The failure of our systems as a result of any security breaches, intrusions or attacks could cause significant interruptions to our operations, which could result in a material adverse effect on our business, results of operations and financial condition.

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The failure to effectively maintain and modernize our systems to keep up with technological advances could materially and adversely affect our business.

Our businesses are dependent upon our ability to ensure that our information systems keep up with technological advances. Our ability to keep our systems integrated with those of our clients is critical to the success of our businesses. If we do not effectively maintain our systems and update them to address technological advancements, our relationships and ability to do business with our clients may be materially and adversely affected. Our businesses depend significantly on effective information systems, and we have many different information systems for our various businesses. We must commit significant resources to maintain and enhance existing information systems and develop new systems that allow us to keep pace with continuing changes in information processing technology, evolving industry, regulatory and legal standards and changing client preferences. A failure to maintain effective and efficient information systems, or a failure to efficiently and effectively consolidate our information systems and eliminate redundant or obsolete applications, could have a material adverse effect on our results of operations and financial condition or our ability to do business in particular jurisdictions. If we do not effectively maintain adequate systems, we could experience adverse consequences, including:

• the inability to effectively market and price our services and products and make underwriting and reserving decisions;

• the loss of existing clients;

• difficulty attracting new clients;

• regulatory problems, such as a failure to meet prompt payment obligations;

• internal control problems;

• exposure to litigation;

• security breaches resulting in loss of data; and

• increases in administrative expenses.

Our success will depend, in part, on our ability to protect our intellectual property rights and our ability not to infringe upon the intellectual property rights of third parties.

The success of our business will depend, in part, on preserving our trade secrets, maintaining the security of our know-how and data and operating without infringing upon patents and proprietary rights held by third parties. Failure to protect, monitor and control the use of our intellectual property rights could cause us to lose a competitive advantage and incur significant expenses. We rely on a combination of contractual provisions, confidentiality procedures and copyright, trademark, service mark and trade secret laws to protect the proprietary aspects of our brands, technology and data. These legal measures afford only limited protection, and competitors or others may gain access to our intellectual property and proprietary information.

Our trade secrets, data and know-how could be subject to unauthorized use, misappropriation, or disclosure. Our trademarks could be challenged, forcing us to re-brand our services or products, resulting in loss of brand recognition and requiring us to devote resources to advertising and marketing new brands or licensing. If we are found to have infringed upon the intellectual property rights of third parties, we may be subject to injunctive relief restricting our use of affected elements of intellectual property used in the business, or we may be required to, among other things, pay royalties or enter into licensing agreements in order to obtain the rights to use necessary technologies, which may not be possible on commercially reasonable terms, or we may be required to redesign our systems, which may not be feasible.

Furthermore, litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets and to determine the validity and scope of our proprietary rights. The intellectual property laws and other statutory and contractual arrangements we currently depend upon may not provide sufficient protection in the future to prevent the infringement, use or misappropriation of our trademarks, data, technology and other services and products. Policing unauthorized use of intellectual property rights can be difficult and expensive, and adequate remedies may not be available. Any future litigation, regardless of outcome, could result in substantial expense and diversion of resources with no assurance of success and could have a material adverse effect on our business, results of operation and financial condition.

Risks Related to Our Common Stock

There may not be an active, liquid trading market for our common stock.

Prior to our Initial Public Offering, there had been no public market for shares of our common stock. We cannot predict the extent to which investor interest in the Company will continue to maintain a trading market on the New York Stock Exchange ("NYSE") or how liquid that market may continue to be. If an active trading market in our common stock does not continue, you may have difficulty selling any of our common stock that you purchase.

As a public company, we are subject to additional financial and other reporting and corporate governance requirements that may be difficult for us to satisfy.

We are required to file with the SEC, annual and quarterly information and other reports that are specified in the Exchange Act. We are required to ensure that we have the ability to prepare financial statements that are fully compliant with all SEC reporting requirements on a timely basis. We are subject to other reporting and corporate governance requirements, including the requirements of the NYSE and certain provisions of the Sarbanes-Oxley Act of 2002 ("SOX") and the regulations promulgated thereunder, which impose significant compliance obligations upon us. Should we fail to comply with these rules and regulations we may face de-listing from the NYSE and face disciplinary actions from the SEC which may adversely affect our stock price.

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If our internal control over financial reporting is found to be ineffective, our financial results or our stock price may be adversely affected.

As set forth in Item 9A, "Controls and Procedures," of our Annual Report on Form 10-K for the year ended December 31, 2012, our management concluded that material weaknesses existed in our internal controls over financial reporting. As set forth in Item 4 "Controls and Procedures," of this Quarterly Report on Form 10-Q, management has improved its internal controls over financial reporting and has implemented staffing enhancements.  As of September 30, 2013, management concluded that no material weaknesses in our disclosure controls over financial reporting exist.

In prior periods we identified material weaknesses in our internal control over financial reporting, which required management resources to be diverted to efforts to remediate these material weaknesses.

During the course of year end accounting procedures for the fiscal year ended December 31, 2012, and as discussed in Item 9A, "Controls and Procedures," of our Annual Report on Form 10-K for the year ended December 31, 2012, we identified material weaknesses relating to a) the application of generally accepted accounting principles in a timely and accurate manner in the reporting of revenue, member benefit claims, and commissions of our Motor Clubs division, and b) the support and verification of retrospective commission accrual estimates in our Payment Protection segment. A "material weakness in internal control over financial reporting" is one or more deficiencies in a process that create a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected in a timely manner.  The deficiency in the application of our controls relating to the timely application of accounting principles generally accepted in the United States of America ("U.S. GAAP") for revenue recognition of our Motor Clubs division on a gross basis rather than net resulted in a material misstatement of line item amounts in previously reported Consolidated Statements of Income, which have been restated herein. This material misstatement of our financial statements was not prevented or detected by us in the normal course of our financial statement close process. The deficiencies relating to retrospective commissions did not result in errors in prior period financial statements but we have determined that controls were not adequate to prevent or detect a material misstatement.

As set forth in Item 4 "Controls and Procedures" of this Report, management has improved its internal controls over financial reporting and has implemented staffing enhancements.  As of September 30, 2013, management concluded that no material weaknesses in our disclosure controls over financial reporting exist. While we believe that the control improvement efforts we have instituted in 2013 are adequate to correct the problems we have identified, we cannot be certain that these efforts will eliminate the material weaknesses we identified or ensure that we design, implement and maintain adequate controls over our financial processes and reporting in the future.  There is also no assurance that we will not discover additional material weaknesses in our controls and procedures in the future. 

Our principal stockholder has substantial control over us.

Affiliates of Summit Partners collectively and beneficially own approximately 63.3% of our outstanding common stock at September 30, 2013. As a consequence, Summit Partners or its affiliates continue to be able to exert a significant degree of influence or actual control over our management and affairs and matters requiring stockholder approval, including the election of directors, a merger, consolidation or sale of all or substantially all of our assets, and any other significant transaction. The interests of this stockholder may not always coincide with our interests or the interests of our other stockholders. For instance, this concentration of ownership may have the effect of delaying or preventing a change in control of us otherwise favored by our other stockholders and could depress our stock price.

We expect that our stock price will fluctuate significantly, which could cause a decline in the stock price, and holders of our common stock may not be able to resell shares at or above the cost of such shares.

Securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our common stock regardless of our operating performance. The trading price of our common stock may be volatile and subject to wide price fluctuations in response to various factors, including:

• market conditions in the broader stock market;

• actual or anticipated fluctuations in our quarterly financial and operating results;

• introduction of new products or services by us or our competitors;

• issuance of new or changed securities analysts' reports or recommendations;

• investor perceptions of us and the industries in which we operate;

• sales, or anticipated sales, of large blocks of our stock;

• additions or departures of key personnel;

• regulatory or political developments;

• litigation and governmental investigations; and

• changing economic conditions.

These and other factors may cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur

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substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our results of operations and reputation.

If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common stock could decline.

At September 30, 2013, we had 20,888,520 shares of common stock issued, including shares held in treasury, with our directors, executive officers and affiliates holding a significant majority of these shares. If our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could decrease significantly. The perception in the public market that our existing stockholders might sell shares of common stock could also depress the market price of our common stock. A decline in the market price of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.

If securities or industry analysts do not publish research or reports about our business, publish research or reports containing negative information about our business, adversely change their recommendations regarding our stock or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our stock price could decline.

Some provisions of Delaware law and our amended and restated certificate of incorporation and bylaws may deter third parties from acquiring us and diminish the value of our common stock.

Our amended and restated certificate of incorporation and bylaws provide for, among other things:

• restrictions on the ability of our stockholders to call a special meeting and the business that can be conducted at such meeting;

• restrictions on the ability of our stockholders to remove a director or fill a vacancy on the Board of Directors;

• our ability to issue preferred stock with terms that the Board of Directors may determine, without stockholder approval;

• the absence of cumulative voting in the election of directors;

• a prohibition of action by written consent of stockholders unless such action is recommended by all directors then in office; and

• advance notice requirements for stockholder proposals and nominations.

These provisions in our amended and restated certificate of incorporation and bylaws may discourage, delay or prevent a transaction involving a change in control of the Company that is in the best interest of our non-controlling stockholders. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging future takeover attempts.

Applicable insurance laws may make it difficult to effect a change in control of us.

State insurance regulatory laws contain provisions that require advance approval, by the state insurance commissioner, of any change in control of an insurance company that is domiciled, or, in some cases, having such substantial business that it is deemed to be commercially domiciled, in that state. We own, directly or indirectly, all of the shares of stock of insurance companies domiciled in California, Delaware, Georgia and Louisiana, and 85% of the shares of stock of an insurance company domiciled in Kentucky. Because any purchaser of shares of our common stock representing 10% or more of the voting power of the capital stock of Fortegra generally will be presumed to have acquired control of these insurance company subsidiaries, the insurance change in control laws of California, Delaware, Georgia, Louisiana and Kentucky would apply to such a transaction.

In addition, the laws of many states contain provisions requiring pre-notification to state agencies prior to any change in control of a non-domestic insurance company subsidiary that transacts business in that state. While these pre-notification statutes do not authorize the state agency to disapprove the change in control, they do authorize issuance of cease and desist orders with respect to the non-domestic insurer if it is determined that conditions, such as undue market concentration, would result from the change in control.

These laws may discourage potential acquisition proposals and may delay, deter or prevent a change of control of the Company, including through transactions, and in particular unsolicited transactions, that some or all of our stockholders might consider to be desirable.

We do not anticipate paying any cash dividends for the foreseeable future.

We currently intend to retain our future earnings, if any, for the foreseeable future, to repay indebtedness and for general corporate purposes. We do not intend to pay any dividends for the foreseeable future to holders of our common stock. As a result, capital appreciation in the price of our common stock, if any, will be your only source of gain on an investment in our common stock.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Not Applicable

(b) Not Applicable

(c) Issuer Purchases of Equity Securities

As of September 30, 2013, Fortegra had a share repurchase plan, which allows the Company to purchase up to $15.0 million of the Company's common stock from time to time through open market or private transactions. The Board of Directors approved a $10.0 million share repurchase plan in November 2011 and increased the size of the plan by $5.0 million in August 2013. The share repurchase plan provides for shares to be repurchased for general corporate purposes, which may include serving as a resource for funding potential acquisitions and employee benefit plans. The timing, price and quantity of purchases are at our discretion, and the plan may be discontinued or suspended at any time.

The following table shows Fortegra's share repurchase plan activity for the three months ended September 30, 2013:

Period			Total Number of Shares Purchased			Average Price Paid Per Share		Total Number of Shares  Purchased as Part of Publicly Announced Plan	Maximum  Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
								—	$	2,167,376
July 1, 2013	to	July 31, 2013	—			$	—	—	2,167,376
August 1, 2013	to	August 31, 2013						—	7,167,376
September 1, 2013	to	September 30, 2013	2,077	(1	)	7.62		—	7,167,376
Total			2,077			$	—	—

⁽¹⁾ - Consists of common shares surrendered to us by employees in order to satisfy tax withholding obligations in connection with the vesting of restricted stock awards granted under our stock-based compensation plan.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

See the Exhibit Index following the signature page of this Form 10-Q for a list of exhibits filed with, furnished with or incorporated

by reference into this Form 10-Q, which Exhibit Index is incorporated herein by reference.

70

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			Fortegra Financial Corporation
Date:	November 14, 2013	By:	/s/ Richard S. Kahlbaugh
			Richard S. Kahlbaugh
			Chairman, President and Chief Executive Officer
Date:	November 14, 2013	By:	/s/ Walter P. Mascherin
			Walter P. Mascherin
			Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX
		Incorporated by Reference
Exhibit Number	Description of Exhibits	Form	File Number	Date Filed	Original Exhibit Number	Filed Herewith	Furnished Herewith
1.1	Form of Underwriting Agreement.	S-1/A	333-169550	11/29/2010	1.1
2.1	Agreement and Plan of Merger, dated as of March 7, 2007, by and among, Summit Partners Private Equity Fund VII-A, L.P., Summit Partners Private Equity Fund VII-B, L.P., Summit Subordinated Debt Fund III-A, L.P., Summit Subordinated Debt Fund III-B, L.P., Summit Investors VI, L.P., LOS Acquisition Co., the Signing Stockholders and Life of the South Corporation and N.G. Houston III, as Stockholder Representative.	S-1	333-169550	9/23/2010	2.1
2.2	First Amendment to Merger Agreement, dated as of June 20, 2007 by and among Summit Partners Private Equity Fund VII-A, L.P., Summit Partners Private Equity Fund VII-B, L.P., Summit Subordinated Debt Fund III-A, L.P., Summit Subordinated Debt Fund III-B, L.P., Summit Investors VI, L.P., LOS Acquisition Co., the Signing Stockholders, and Life of the South Corporation and N.G. Houston, III, as Stockholder Representative.	S-1	333-169550	9/23/2010	2.2
2.3	Stock Purchase Agreement, dated as of April 15, 2009, by and among Willis HRH, Inc., Bliss and Glennon, Inc., LOTS Intermediate Co., Willis North America Inc. and Fortegra Financial Corporation.	S-1	333-169550	9/23/2010	2.3
2.4	Agreement and Plan of Merger, dated March 3, 2011 by and among eReinsure.com, Inc., a Delaware corporation, Alpine Acquisition Sub., Inc., a Delaware corporation, and Century Capital Partners III, L.P., as Agent solely for the purposes of Section 10.02, and LOTS Intermediate Co., a Delaware corporation.	8-K	001-35009	3/7/2011	2.1
3.1	Third Amended and Restated Certificate of Incorporation of Fortegra Financial Corporation.	S-1/A	333-169550	12/13/2010	3.3
3.3	Amended and Restated Bylaws of Fortegra Financial Corporation.	S-1/A	333-169550	11/29/2010	3.4
4.1	Form of Common Stock Certificate.	S-1/A	333-169550	12/13/2010	4.1
4.2	Stockholders Agreement, dated as of March 7, 2007, among Life of the South Corporation(together with its successors), the Rollover Stockholders (as defined therein), Employee Stockholders (as defined therein) and Investors (as defined therein).	S-1/A	333-169550	10/29/2010	4.2
10.1	Indenture, dated as of June 20, 2007, between LOTS Intermediate Co. and Wilmington Trust Company.	S-1	333-169550	9/23/2010	10.1
10.2	Form of Fixed/Floating Rate Senior Debenture (included in Exhibit 10.1).	S-1	333-169550	9/23/2010	10.2
10.3	Subordinated Debenture Purchase Agreement, dated as of June 20, 2007, among Summit Subordinated Debt Fund III-A, L.P., Summit Subordinated Debt Fund III-B, L.P., Summit Investors VI, L.P. and LOTS Intermediate Co.	S-1	333-169550	9/23/2010	10.3
10.4	Form of Subordinated Debenture (included in Exhibit 10.3).	S-1	333-169550	9/23/2010	10.4
10.5	Amendment, dated June 16, 2010, to the Subordinated Debenture Purchase Agreement dated June 20, 2007, among Summit Subordinated Debt Fund III-A, L.P., Summit Subordinated Debt Fund III-B, L.P., Summit Investors VI, L.P. and LOTS Intermediate Co.	S-1	333-169550	9/23/2010	10.5

72

EXHIBIT INDEX
		Incorporated by Reference
Exhibit Number	Description of Exhibits	Form	File Number	Date Filed	Original Exhibit Number	Filed Herewith	Furnished Herewith
10.6	Revolving Credit Agreement, dated June 16, 2010, among Fortegra Financial Corporation and LOTS Intermediate Co., as Borrowers, and the Lenders from time to time a party thereto and SunTrust Bank, as Administrative Agent.	S-1	333-169550	9/23/2010	10.6
10.6.1	First Amendment to Credit Agreement, dated as of October 6, 2010, by and among Fortegra Financial Corporation and LOTS Intermediate Co., as Borrowers, and the Lenders from time to time a party thereto and SunTrust Bank, as Administrative Agent.	S-1/A	333-169550	10/29/2010	10.6.1
10.6.2	Joinder Agreement, dated November 30, 2010, by CB&T, a division of Synovus Bank, as a New Lender, SunTrust Bank, as Administrative Agent and Fortegra Financial Corporation and LOTS Intermediate Co., as Borrowers.	S-1/A	333-169550	12/13/2010	10.6.2
10.6.3	Joinder Agreement, dated March 1, 2011, by Wells Fargo Bank, N.A., as a New Lender, SunTrust Bank, as Administrative Agent and Fortegra Financial Corporation and LOTS Intermediate Co., as Borrowers.	8-K	001-35009	3/7/2011	10.1
10.7	Revolving Credit Note, dated June 16, 2010, among Fortegra Financial Corporation and LOTS Intermediate Co., as Borrowers, and SunTrust Bank, as Lender.	S-1	333-169550	9/23/2010	10.7
10.8	Subsidiary Guaranty Agreement, dated June 16, 2010, among Bliss and Glennon, Inc., and LOTSolutions, Inc., as Guarantors and SunTrust Bank, as Administrative Agent.	S-1	333-169550	9/23/2010	10.8
10.9	Security Agreement, dated June 16, 2010, by Fortegra Financial Corporation, LOTS Intermediate Co., Bliss and Glennon, Inc. and LOTSolutions, Inc., as Grantors and SunTrust Bank, as Administrative agent.	S-1	333-169550	9/23/2010	10.9
10.10	Pledge Agreement, dated June 16, 2010 by and among Fortegra Financial Corporation, as Pledgor and SunTrust Bank, as Administrative Agent.	S-1	333-169550	9/23/2010	10.10
10.11	Form of Fortegra Financial Corporation Director Indemnification Agreement for John R. Carroll and J.J. Kardwell.	S-1/A	333-169550	11/29/2010	10.18
10.12	Form of Fortegra Financial Corporation Director Indemnification Agreement for Francis M. Colalucci, Frank P. Filipps, Arun Maheshwari, Ted W. Rollins and Sean S. Sweeney.	S-1/A	333-169550	11/29/2010	10.19
10.13	Form of Fortegra Financial Corporation Officer Indemnification Agreement.	S-1/A	333-169550	12/3/2010	10.20
10.14	Form of Indemnity Agreement between Fortegra Financial Corporation, as Indemnitor, and the executive officers serving as plan committee members for the Fortegra Financial Corporation 401(k) Savings Plan, as Indemnitees.	S-1/A	333-169550	10/29/2010	10.21
10.15 *	Executive Employment and Non-Competition Agreement, dated as of March 7, 2007, by and between Life of the South Corporation and Richard S. Kahlbaugh.	S-1/A	333-169550	12/3/2010	10.22
10.15.1*	Amendment No. 1 to Executive Employment and Non-Competition Agreement, dated as of November 1, 2010, by and between Fortegra Financial Corporation and Richard S. Kahlbaugh.	S-1/A	333-169550	12/3/2010	10.22.1
10.16 *	Executive Employment and Non-Competition Agreement, dated as of October 1, 2010, by and between Fortegra Financial Corporation and Walter P. Mascherin.	S-1/A	333-169550	12/3/2010	10.27

73

EXHIBIT INDEX
		Incorporated by Reference
Exhibit Number	Description of Exhibits	Form	File Number	Date Filed	Original Exhibit Number	Filed Herewith	Furnished Herewith
10.17 *	Life of the South Corporation 2005 Equity Incentive Plan.	S-1/A	333-169550	10/29/2010	10.28
10.18 *	1995 Key Employee Stock Option Plan.	S-1/A	333-169550	10/29/2010	10.29
10.19	Stock Option Agreement by and between Life of the South Corporation and Richard S. Kahlbaugh, dated as of November 18, 2005, as amended on March 7, 2007 and June 20, 2007.	S-1/A	333-169550	11/16/2010	10.30
10.20	Stock Option Agreement by and between Life of the South Corporation and Richard Kahlbaugh, dated as of October 25, 2007.	S-1/A	333-169550	11/16/2010	10.31
10.21 *	2010 Omnibus Incentive Plan.	S-1/A	333-169550	12/3/2010	10.32
10.22 *	Employee Stock Purchase Plan.	S-1/A	333-169550	12/3/2010	10.33
10.23 *	Deferred Compensation Agreement, dated January 1, 2006, between Life of the South Corporation and Richard S. Kahlbaugh.	S-1/A	333-169550	10/29/2010	10.35
10.24	Administrative Services Agreement, dated August 1, 2002, by and between Life of the South Insurance Company and National Union Fire Insurance Company of Pittsburgh, PA., as amended on February 1, 2003, October 1, 2003, and August 1, 2008. (CONFIDENTIAL TREATMENT HAS BEEN GRANTED WITH RESPECT TO CERTAIN PORTIONS, WHICH HAVE BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION)	S-1/A	333-169550	11/16/2010	10.37
10.24.1	Amendment No. 4, dated January 31, 2012, to the Administrative Services Agreement, dated August 1, 2002, by and between Life of the South Insurance Company and National Union Fire Insurance Company of Pittsburgh, PA., as amended on February 1, 2003, October 1, 2003 and August 1, 2008.	10-K	001-35009	4/1/2013	10.24.1
10.24.2	Amendment No. 5, dated February 1, 2012, to the Administrative Services Agreement, dated August 1, 2002, by and between Life of the South Insurance Company and National Union Fire Insurance Company of Pittsburgh, PA., as amended on February 1, 2003, October 1, 2003, August 1, 2008, and January 31, 2012.	10-K	001-35009	4/1/2013	10.24.2
10.25	Claims Services Agreement, dated December 1, 2008, by and between LOTSolutions, Inc. and National Union Fire Insurance Company of Pittsburgh, PA., as amended on August 1, 2010. (CONFIDENTIAL TREATMENT HAS BEEN GRANTED WITH RESPECT TO CERTAIN PORTIONS, WHICH HAVE BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION)	S-1/A	333-169550	11/16/2010	10.38
10.25.1	Amendment No. 2, dated January 1, 2012, to the Claims Services Agreement, dated December 1, 2008, by and between LOTSolutions, Inc. and National Union Fire Insurance Company of Pittsburgh, PA., as amended on August 1, 2010.	10-K	001-35009	4/1/2013	10.25.1
10.26 *	Form of Restricted Stock Award Agreement for Directors.	S-1/A	333-169550	12/3/2010	10.47
10.26.1 *	Amended - Form of Restricted Stock Award Agreement for Directors.	10-K	001-35009	4/1/2013	10.26.1
10.27 *	Form of Restricted Stock Award Agreement for Employees.	S-1/A	333-169550	12/3/2010	10.48
10.27.1*	Amended - Form of Restricted Stock Award Agreement for Employees.	10-Q	001-35009	5/15/2013	10.27.1
10.28 *	Form of Restricted Stock Award Agreement (Bonus Pool).	S-1/A	333-169550	12/3/2010	10.49

74

EXHIBIT INDEX
		Incorporated by Reference
Exhibit Number	Description of Exhibits	Form	File Number	Date Filed	Original Exhibit Number	Filed Herewith	Furnished Herewith
10.29 *	Form of Nonqualified Stock Option Award Agreement.	S-1/A	333-169550	12/3/2010	10.50
10.29.1*	Amended - Form of Nonqualified Stock Option Award Agreement.	10-Q	001-35009	5/15/2013	10.29.1
10.30 *	Form of Nonqualified Stock Option Award Agreement for Walter P. Mascherin.	S-1/A	333-169550	12/3/2010	10.51
10.31*	Executive Employment and Non-Competition Agreement, dated as of January 1, 2011, by and between Fortegra Financial Corporation and Alex Halikias.	10-Q	001-35009	5/15/2012	10.38
10.32 *	Executive Employment and Non-Competition Agreement, dated as of January 1, 2009, by and between Fortegra Financial Corporation and Joseph McCaw.	10-Q	001-35009	5/15/2012	10.39
10.33 *	Executive Employment and Non-Competition Agreement, dated as of October 1, 2010, by and between Fortegra Financial Corporation and John G. Short.	10-Q	001-35009	5/15/2012	10.40
10.34	Credit Agreement, dated August 2, 2012, and as amended on October 4, 2013, among Fortegra Financial Corporation and LOTS Intermediate Co., as Borrowers; the initial Lenders named therein; Wells Fargo Bank, N.A., as Administrative Agent, Swingline Lender, and Issuing Lender; Wells Fargo Securities, LLC, as Bookrunner and Joint Lead Arranger; and Synovus Bank as Joint Lead Arranger and Syndication Agent. (Conformed Copy)					X
10.35	Subsidiary Guaranty Agreement, dated August 2, 2012, among certain subsidiaries, as Guarantors, of Fortegra Financial Corporation and LOTS Intermediate Co., as Borrowers, and Wells Fargo Bank, N.A., as Administrative Agent, and each of the Guaranteed Parties.	8-K	001-35009	8/7/2012	10.2
10.36	Pledge Agreement, dated August 2, 2012, by Fortegra Financial Corporation and LOTSoluntions, Inc., as Pledgors, and Wells Fargo Bank, N.A., as Administrative Agent for its benefit and the benefit of other Lenders.	8-K	001-35009	8/7/2012	10.3
10.37	Security Agreement, dated August 2, 2012, among Fortegra Financial Corporation, LOTS Intermediate Co. and certain of its subsidiaries, as Grantors, and Wells Fargo Bank, N.A., as Administrative Agent for its benefit and the benefit of the Secured Creditors.	8-K	001-35009	8/7/2012	10.4
10.38	Trademark Security Agreement, dated August 2, 2012, among the Fortegra Financial Corporation, LOTSolutions, Inc., Pacific Benefits Group Northwest, L.L.C., eReinsure.com, Inc., as Grantors, and Wells Fargo Bank, N.A., as Administrative Agent and Grantee, for the benefit of the Secured Creditors.	8-K	001-35009	8/7/2012	10.5
10.39	Patent Security Agreement, dated August 2, 2012, by eReinsure.com, Inc., as Grantor, and Wells Fargo Bank, N.A., as Administrative Agent and Grantee, for the benefit of the Secured Creditors.	8-K	001-35009	8/7/2012	10.6
10.40*	Executive Employment and Non-Competition Agreement, dated as of March 11, 2011, by and between Fortegra Financial Corporation and Igor Best-Devereux.	10-K	001-35009	4/1/2013	10.40
10.41*	2013 Executive Annual Incentive Plan	10-Q	001-35009	8/14/2013	10.41
10.42*	Quarterly Incentive Plan	10-Q	001-35009	8/14/2013	10.42
11.1	Statement Regarding Computation of Per Share Earnings (incorporated by reference to Notes to Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q).

75

EXHIBIT INDEX
		Incorporated by Reference
Exhibit Number	Description of Exhibits	Form	File Number	Date Filed	Original Exhibit Number	Filed Herewith	Furnished Herewith
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.					X
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.					X
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.						X
32.1	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.						X
101	The following materials from Fortegra Financial Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets (Unaudited) at September 30, 2013 and December 31, 2012, (ii) the Consolidated Statements of Income (Unaudited) for the three and nine months ended September 30, 2013 and 2012, (iii) the Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended September 30, 2013 and 2012, (iv) the Consolidated Statements of Stockholders' Equity (Unaudited) for the nine months ended September 30, 2013, (v) the Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2013 and 2012, and (vi) the Notes to Consolidated Financial Statements(Unaudited).					X
*	Management contract or compensatory plan or arrangement.

76