10-Q/A 1 a10-qaxshares.htm 10-Q/A 10-Q/A-Shares



        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(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 19,664,457.








EXPLANATORY NOTE

Fortegra Financial Corporation (the "Company") is filing this Amendment No. 1 on Form 10-Q/A (this "Amendment No. 1") to amend the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 (the "Original Form 10-Q"), as originally filed with the U.S. Securities and Exchange Commission (the "SEC") on November 14, 2013.  This Amendment No. 1 is being filed solely to amend the number of shares of the Company’s Common Stock, $.01 par value (the "Common Stock"), outstanding as of October 31, 2013 as reported on the cover page of the Company's Original Form 10-Q.

Specifically, the Original Form 10-Q reported that the number of shares of  Common Stock outstanding as of October 31, 2013 was 20,888,639, which inadvertently included 1,224,182 treasury shares that were issued but not outstanding as of that date.  The cover page of this Form 10-Q/A correctly reports that the number of shares of Common Stock outstanding as of October 31, 2013 was 19,664,457.

Except as described above, no other changes have been made to the Original Form 10-Q, including with respect to the consolidated financial statements of the Company. This Amendment No. 1 speaks as of the date of filing of the Original Form 10-Q and does not reflect any events that may have occurred after that date.  The aforementioned changes do not modify or update in any way any other disclosures made in the Original Form 10-Q. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-Q and the Company's subsequent filings, if any, with the SEC.






PART II - OTHER INFORMATION



ITEM 6. EXHIBITS

See the Exhibit Index following the signature page of this Form 10-Q/A for a list of exhibits filed with, furnished with or incorporated by reference into this Form 10-Q/A, which Exhibit Index is incorporated herein by reference.









SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 19, 2013
 
By:
/s/ Richard S. Kahlbaugh
 
 
 
 
Richard S. Kahlbaugh
 
 
 
 
Chairman, President and Chief Executive Officer
 
 
 
 
 
 
 
 
 
 
Date:
November 19, 2013
 
By:
/s/ Walter P. Mascherin
 
 
 
 
Walter P. Mascherin
 
 
 
 
Executive Vice President and Chief Financial Officer







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.
10-Q
001-35009
11/14/2013
32.1
 
*
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.
10-Q
001-35009
11/14/2013
32.1
 
*
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**
 

* Previously furnished with the Registrant's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013.

** Exhibit 101 is being filed solely to correct the number of shares outstanding on October 31, 2013 as described in the Explanatory Note to this Form 10-Q/A.