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|            |
|------------|
|            |  |
| (Mark One) |
| x          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|       | For the fiscal year ended December 31, 2012                          OR |
|       |   |
| o          | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|       | For the transition period from ____ to ____ |

|                                                                          |
|--------------------------------------------------------------------------|
|                                                                          |  |  |
| 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 |
|                                                                     |   |   |
| Securities registered pursuant to Section 12(b) of the Act:              |
| Title of each class                                                      |   | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share                             |   | New York Stock Exchange |
|                                                                     |   |   |
| Securities registered pursuant to Section 12(g) of the Act:  None        |   |

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|            |
|------------|
|            |  |  |
|       | Page Number |
| PART II    |   |
|       |
|       |   |   |
| Item 8.    | Financial Statements and Supplementary Data | 2 |
|       |   |   |
| PART IV    |   |
|       |   |   |
| Item 15.   | Exhibits and Financial Statement Schedules | 73 |
|       |   |   |
| Signatures | 80 |

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|                                                                                                                                                                                      |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                      |  |  |  |  |  |  |  |
|                                                                                                                                                                                 | At December 31, |
|                                                                                                                                                                                 | 2012 |   | 2011 |
| Assets:                                                                                                                                                                              |   |   | As Restated |
| Investments:                                                                                                                                                                         |   |   |   |
| Fixed maturity securities available-for-sale, at fair value (amortized cost of $107,095 at December 31, 2012 and $92,311 at December 31, 2011)                                       | $ | 110,641 |  |   | $ | 93,509 |  |
| Equity securities available-for-sale, at fair value (cost of $6,082 at December 31, 2012 and $1,203 at December 31, 2011)                                                       | 6,220 |  |   | 1,219 |  |
| Short-term investments                                                                                                                                                               | 1,222 |  |   | 1,070 |  |
| Total investments                                                                                                                                                                    | 118,083 |  |   | 95,798 |  |
| Cash and cash equivalents                                                                                                                                                            | 15,209 |  |   | 31,339 |  |
| Restricted cash                                                                                                                                                                      | 31,142 |  |   | 14,180 |  |
| Accrued investment income                                                                                                                                                            | 1,235 |  |   | 929 |  |
| Notes receivable, net                                                                                                                                                                | 11,290 |  |   | 3,603 |  |
| Accounts and premiums receivable, net                                                                                                                                                | 27,026 |  |   | 19,690 |  |
| Other receivables                                                                                                                                                                    | 13,511 |  |   | 9,465 |  |
| Reinsurance receivables                                                                                                                                                              | 203,988 |  |   | 194,740 |  |
| Deferred acquisition costs                                                                                                                                                           | 79,165 |  |   | 55,628 |  |
| Property and equipment, net                                                                                                                                                          | 17,946 |  |   | 15,314 |  |
| Goodwill                                                                                                                                                                             | 119,512 |  |   | 104,888 |  |
| Other intangible assets, net                                                                                                                                                         | 79,340 |  |   | 54,410 |  |
| Income taxes receivable                                                                                                                                                              | 2,897 |  |   | — |  |
| Other assets                                                                                                                                                                         | 7,667 |  |   | 5,369 |  |
| Total assets                                                                                                                                                                         | $ | 728,011 |  |   | $ | 605,353 |  |
|                                                                                                                                                                                 |   |   |   |
| Liabilities:                                                                                                                                                                         |   |   |   |
| Unpaid claims                                                                                                                                                                        | $ | 33,007 |  |   | $ | 32,583 |  |
| Unearned premiums                                                                                                                                                                    | 235,900 |  |   | 227,929 |  |
| Policyholder account balances                                                                                                                                                        | 26,023 |  |   | 28,040 |  |
| Accrued expenses, accounts payable and other liabilities                                                                                                                             | 58,563 |  |   | 33,982 |  |
| Income taxes payable                                                                                                                                                                 | — |  |   | 1,344 |  |
| Deferred revenue                                                                                                                                                                     | 70,452 |  |   | 22,420 |  |
| Note payable                                                                                                                                                                         | 89,438 |  |   | 73,000 |  |
| Preferred trust securities                                                                                                                                                           | 35,000 |  |   | 35,000 |  |
| Deferred income taxes, net                                                                                                                                                           | 28,658 |  |   | 23,969 |  |
| Total liabilities                                                                                                                                                                    | 577,041 |  |   | 478,267 |  |
| Commitments and Contingencies (Note 23)                                                                                                                                              |  |   |  |
|                                                                                                                                                                                 |   |   |   |
| 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; 20,710,370 and 20,561,328 shares issued at December 31, 2012 and 2011, respectively, including shares in treasury | 207 |  |   | 206 |  |
| Treasury stock, at cost; 1,024,212 shares and 516,132 shares at December 31, 2012 and 2011, respectively                                                                        | (6,651 | ) |   | (2,728 | ) |
| Additional paid-in capital                                                                                                                                                           | 97,641 |  |   | 96,199 |  |
| Accumulated other comprehensive loss, net of tax                                                                                                                                     | (631 | ) |   | (1,754 | ) |
| Retained earnings                                                                                                                                                                    | 49,817 |  |   | 34,652 |  |
| Stockholders' equity before non-controlling interests                                                                                                                                | 140,383 |  |   | 126,575 |  |
| Non-controlling interests                                                                                                                                                            | 10,587 |  |   | 511 |  |
| Total stockholders' equity                                                                                                                                                           | 150,970 |  |   | 127,086 |  |
| Total liabilities and stockholders' equity                                                                                                                                           | $ | 728,011 |  |   | $ | 605,353 |  |

----

|                                                                   |
|-------------------------------------------------------------------|
|                                                                   |  |  |  |  |  |  |  |  |  |  |  |
|                                                              | For the Years Ended December 31, |
|                                                              | 2012 |   | 2011 |   | 2010 |
| Revenues:                                                         |   |   |  As Restated |   |  As Restated |
| Service and administrative fees                                   | $ | 90,550 |  |   | $ | 94,464 |  |   | $ | 56,254 |  |
| Brokerage commissions and fees                                    | 35,306 |  |   | 34,396 |  |   | 24,620 |  |
| Ceding commission                                                 | 34,825 |  |   | 29,495 |  |   | 28,767 |  |
| Net investment income                                             | 3,068 |  |   | 3,368 |  |   | 4,073 |  |
| Net realized investment gains                                     | 3 |  |   | 4,193 |  |   | 650 |  |
| Net earned premium                                                | 127,625 |  |   | 115,503 |  |   | 111,805 |  |
| Other income                                                      | 269 |  |   | 170 |  |   | 230 |  |
| Total revenues                                                    | 291,646 |  |   | 281,589 |  |   | 226,399 |  |
|                                                              |   |   |   |   |   |
| Expenses:                                                         |   |   |   |   |   |
| Net losses and loss adjustment expenses                           | 40,219 |  |   | 37,949 |  |   | 36,035 |  |
| Member benefit claims                                             | 4,642 |  |   | 4,409 |  |   | 466 |  |
| Commissions                                                       | 128,741 |  |   | 126,918 |  |   | 92,646 |  |
| Personnel costs                                                   | 48,648 |  |   | 44,547 |  |   | 36,361 |  |
| Other operating expenses                                          | 30,354 |  |   | 31,140 |  |   | 24,426 |  |
| Depreciation and amortization                                     | 3,933 |  |   | 3,077 |  |   | 1,396 |  |
| Amortization of intangibles                                       | 4,953 |  |   | 4,952 |  |   | 3,232 |  |
| Interest expense                                                  | 6,624 |  |   | 7,641 |  |   | 8,464 |  |
| Loss on sale of subsidiary                                        | — |  |   | 477 |  |   | — |  |
| Total expenses                                                    | 268,114 |  |   | 261,110 |  |   | 203,026 |  |
| Income before income taxes and non-controlling interests          | 23,532 |  |   | 20,479 |  |   | 23,373 |  |
| Income taxes                                                      | 8,295 |  |   | 7,140 |  |   | 8,159 |  |
| Income before non-controlling interests                           | 15,237 |  |   | 13,339 |  |   | 15,214 |  |
| Less: net income (loss) attributable to non-controlling interests | 72 |  |   | (170 | ) |   | 20 |  |
| Net income                                                        | $ | 15,165 |  |   | $ | 13,509 |  |   | $ | 15,194 |  |
|                                                              |   |   |   |   |   |
| Earnings per share:                                               |   |   |   |   |   |
| Basic                                                             | $ | 0.77 |  |   | $ | 0.66 |  |   | $ | 0.95 |  |
| Diluted                                                           | $ | 0.74 |  |   | $ | 0.64 |  |   | $ | 0.88 |  |
| Weighted average common shares outstanding:                       |   |   |   |   |   |
| Basic                                                             | 19,655,492 |  |   | 20,352,027 |  |   | 15,929,181 |  |
| Diluted                                                           | 20,600,362 |  |   | 21,265,801 |  |   | 17,220,029 |  |

----

|                                                                                |
|--------------------------------------------------------------------------------|
|                                                                                |  |  |  |  |  |  |  |  |  |  |  |
|                                                                           | For the Years Ended December 31, |
|                                                                           | 2012 |   | 2011 |   | 2010 |
|                                                                           |   |   | As Restated |   | As Restated |
| Net income                                                                     | $ | 15,165 |  |   | $ | 13,509 |  |   | $ | 15,194 |  |
|                                                                           |   |   |   |   |   |
| Other comprehensive income (loss), net of tax:                                 |   |   |   |   |   |
| Unrealized gains (losses) on available-for-sale securities:                    |   |   |   |   |   |
| Unrealized holding gains arising during the period                             | 2,466 |  |   | 1,568 |  |   | 1,810 |  |
| Related tax (expense) benefit                                                  | (862 | ) |   | (550 | ) |   | (634 | ) |
| Less: reclassification of losses (gains) included in net income                | 3 |  |   | (4,193 | ) |   | (650 | ) |
| Related tax (expense) benefit                                                  | (1 | ) |   | 1,468 |  |   | 228 |  |
| Unrealized gains (losses) on available-for-sale securities, net of tax         | 1,606 |  |   | (1,707 | ) |   | 754 |  |
|                                                                           |   |   |   |   |   |
| Interest rate swap:                                                            |   |   |   |   |   |
| Unrealized loss on interest rate swap                                          | (611 | ) |   | (3,601 | ) |   | — |  |
| Related tax benefit                                                            | 214 |  |   | 1,260 |  |   | — |  |
| Add: reclassification of losses included in net income                         | (126 | ) |   | — |  |   | — |  |
| Related tax expense                                                            | 44 |  |   | — |  |   | — |  |
| Unrealized loss on interest rate swap, net of tax                              | (479 | ) |   | (2,341 | ) |   | — |  |
| Other comprehensive income (loss) before non-controlling interests, net of tax | 1,127 |  |   | (4,048 | ) |   | 754 |  |
| Less: comprehensive income (loss) attributable to non-controlling interests    | 4 |  |   | (1 | ) |   | 68 |  |
| Other comprehensive income (loss)                                              | 1,123 |  |   | (4,047 | ) |   | 686 |  |
| Comprehensive income                                                           | $ | 16,288 |  |   | $ | 9,462 |  |   | $ | 15,880 |  |

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|                                                                        |
|------------------------------------------------------------------------|
|                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                                   | Common Stock |   | Treasury Stock |   |   |   |   |   |   |   |   |   |   |
|                                                                   | Shares |   | Amount |   | Shares |   | Amount |   | Additional Paid-in Capital |   | Accumulated Other Comprehensive Income (Loss) |   | Retained Earnings |   | Non-controlling Interests |   | Total Stockholders' Equity |
|                                                                   |   |   |   |   |   |   |   |   |   |   | Restated |   | Restated |   | Restated |   | Restated |
| Balance, January 1, 2010, as previously reported                       | 15,786,913 |  |   | $ | 1,002 |  |   | (44,578 | ) |   | $ | (176 | ) |   | $ | 53,675 |  |   | $ | 1,607 |  |   | $ | 23,210 |  |   | $ | 1,475 |  |   | $ | 80,793 |  |
| Cumulative effect of adjustment resulting from new accounting guidance | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | (3,156 | ) |   | (21 | ) |   | (3,177 | ) |
| Balance, January 1, 2010, restated                                     | 15,786,913 |  |   | $ | 1,002 |  |   | (44,578 | ) |   | $ | (176 | ) |   | $ | 53,675 |  |   | $ | 1,607 |  |   | $ | 20,054 |  |   | $ | 1,454 |  |   | $ | 77,616 |  |
| Net income, as restated                                                | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | 15,194 |  |   | 20 |  |   | 15,214 |  |
| Other comprehensive income                                             | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | 686 |  |   | — |  |   | 68 |  |   | 754 |  |
| Change in par value                                                    | — |  |   | (844 | ) |   | — |  |   | — |  |   | 844 |  |   | — |  |   | — |  |   | — |  |   | — |  |
| Stock-based compensation                                               | 160,000 |  |   | 2 |  |   | — |  |   | — |  |   | 174 |  |   | — |  |   | — |  |   | — |  |   | 176 |  |
| Redemption of minority interest                                        | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | (860 | ) |   | (860 | ) |
| Options exercised, net of forfeitures                                  | 44,185 |  |   | — |  |   | — |  |   | — |  |   | 203 |  |   | — |  |   | — |  |   | — |  |   | 203 |  |
| Conversion of Class A common stock                                     | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | (14,105 | ) |   | — |  |   | (14,105 | ) |
| Issuance of common stock                                               | 4,265,637 |  |   | 43 |  |   | — |  |   | — |  |   | 40,660 |  |   | — |  |   | — |  |   | — |  |   | 40,703 |  |
| Balance, December 31, 2010, restated                                   | 20,256,735 |  |   | $ | 203 |  |   | (44,578 | ) |   | $ | (176 | ) |   | $ | 95,556 |  |   | $ | 2,293 |  |   | $ | 21,143 |  |   | $ | 682 |  |   | $ | 119,701 |  |
| Net income, as restated                                                | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | 13,509 |  |   | (170 | ) |   | 13,339 |  |
| Other comprehensive loss                                               | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | (4,047 | ) |   | — |  |   | (1 | ) |   | (4,048 | ) |
| Stock-based compensation                                               | — |  |   | — |  |   | — |  |   | — |  |   | 763 |  |   | — |  |   | — |  |   | — |  |   | 763 |  |
| Shares issued for the Employee Stock Purchase Plan                     | 10,167 |  |   | — |  |   | — |  |   | — |  |   | 58 |  |   | — |  |   | — |  |   | — |  |   | 58 |  |
| Treasury stock purchased                                               | — |  |   | — |  |   | (471,554 | ) |   | (2,552 | ) |   | — |  |   | — |  |   | — |  |   | — |  |   | (2,552 | ) |
| Options exercised, net of forfeitures                                  | 294,426 |  |   | 3 |  |   | — |  |   | — |  |   | 648 |  |   | — |  |   | — |  |   | — |  |   | 651 |  |
| Initial public offering costs                                          | — |  |   | — |  |   | — |  |   | — |  |   | (826 | ) |   | — |  |   | — |  |   | — |  |   | (826 | ) |
| Balance, December 31, 2011, restated                                   | 20,561,328 |  |   | $ | 206 |  |   | (516,132 | ) |   | $ | (2,728 | ) |   | $ | 96,199 |  |   | $ | (1,754 | ) |   | $ | 34,652 |  |   | $ | 511 |  |   | $ | 127,086 |  |
| Net income                                                             | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | 15,165 |  |   | 72 |  |   | 15,237 |  |
| Other comprehensive income                                             | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | 1,123 |  |   | — |  |   | 4 |  |   | 1,127 |  |
| Stock-based compensation                                               | 87,011 |  |   | 1 |  |   | — |  |   | — |  |   | 1,043 |  |   | — |  |   | — |  |   | — |  |   | 1,044 |  |
| Direct stock awards to employees                                       | 6,020 |  |   | — |  |   | — |  |   | — |  |   | 49 |  |   | — |  |   | — |  |   |   |   | 49 |  |
| Shares issued for the Employee Stock Purchase Plan                     | 53,511 |  |   | — |  |   | — |  |   | — |  |   | 330 |  |   |   |   |   |   |   |   | 330 |  |
| Treasury stock purchased                                               | — |  |   | — |  |   | (508,080 | ) |   | (3,923 | ) |   | — |  |   | — |  |   | — |  |   | — |  |   | (3,923 | ) |
| Options exercised, net of forfeitures                                  | 2,500 |  |   | — |  |   | — |  |   | — |  |   | 20 |  |   | — |  |   | — |  |   | — |  |   | 20 |  |
| Non-controlling interest attributable to ProtectCELL acquisition       | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | 10,000 |  |   | 10,000 |  |
| Balance, December 31, 2012                                             | 20,710,370 |  |   | $ | 207 |  |   | (1,024,212 | ) |   | $ | (6,651 | ) |   | $ | 97,641 |  |   | $ | (631 | ) |   | $ | 49,817 |  |   | $ | 10,587 |  |   | $ | 150,970 |  |

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|                                                                                                   |
|---------------------------------------------------------------------------------------------------|
|                                                                                                   |  |  |  |  |  |  |  |  |  |  |  |
|                                                                                              | For the Years Ended December 31, |
|                                                                                              | 2012 |   | 2011 |   | 2010 |
| Operating Activities                                                                              |   |   | As Restated |   | As Restated |
| Net income                                                                                        | $ | 15,165 |  |   | $ | 13,509 |  |   | $ | 15,194 |  |
| Adjustments to reconcile net income to net cash flows provided by operating activities:           |   |   |   |   |   |
| Change in deferred acquisition costs                                                              | (3,692 | ) |   | 3,908 |  |   | (4,201 | ) |
| Depreciation and amortization                                                                     | 8,886 |  |   | 8,029 |  |   | 4,628 |  |
| Deferred income tax expense                                                                       | 4,252 |  |   | 1,721 |  |   | 4,337 |  |
| Net realized investment (gains) losses                                                            | (3 | ) |   | (4,193 | ) |   | (650 | ) |
| Loss on sale of subsidiary                                                                        | — |  |   | 477 |  |   | — |  |
| Stock-based compensation expense                                                                  | 1,044 |  |   | 763 |  |   | 176 |  |
| Direct stock awards to employees                                                                  | 49 |  |   | — |  |   | — |  |
| Amortization of premiums and accretion of discounts on investments                                | 1,283 |  |   | 609 |  |   | 348 |  |
| Non-controlling interests                                                                         | 72 |  |   | (170 | ) |   | (772 | ) |
| Change in allowance for doubtful accounts                                                         | (90 | ) |   | (31 | ) |   | (30 | ) |
| Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions: |   |   |   |   |   |
| Accrued investment income                                                                         | (306 | ) |   | (16 | ) |   | 30 |  |
| Accounts and premiums receivable, net                                                             | (4,933 | ) |   | (898 | ) |   | 3,808 |  |
| Other receivables                                                                                 | (4,139 | ) |   | (1,769 | ) |   | 1,884 |  |
| Reinsurance receivables                                                                           | (9,248 | ) |   | (5,181 | ) |   | 4,416 |  |
| Income taxes receivable                                                                           | (3,628 | ) |   | 818 |  |   | (818 | ) |
| Other assets                                                                                      | 865 |  |   | (389 | ) |   | (1,600 | ) |
| Unpaid claims                                                                                     | 248 |  |   | (315 | ) |   | (3,459 | ) |
| Unearned premiums                                                                                 | 7,971 |  |   | 14,373 |  |   | (5,222 | ) |
| Policyholder account balances                                                                     | (2,017 | ) |   | (45 | ) |   | — |  |
| Accrued expenses, accounts payable and other liabilities                                          | 20,190 |  |   | (14,909 | ) |   | (7,379 | ) |
| Income taxes payable                                                                              | (1,344 | ) |   | 1,344 |  |   | (769 | ) |
| Deferred revenue                                                                                  | 1,363 |  |   | (6,469 | ) |   | 3,181 |  |
| Net cash flows provided by operating activities                                                   | 31,988 |  |   | 11,166 |  |   | 13,102 |  |
| Investing activities                                                                              |   |   |   |   |   |
| Proceeds from maturities, calls and prepayments of available-for-sale investments                 | 11,138 |  |   | 9,691 |  |   | 12,114 |  |
| Proceeds from sales of available-for-sale investments                                             | 8,364 |  |   | 62,300 |  |   | 8,769 |  |
| Net change in short-term investments                                                              | 100 |  |   | 100 |  |   | 50 |  |
| Purchases of available-for-sale investments                                                       | (40,445 | ) |   | (62,147 | ) |   | (24,047 | ) |
| Purchases of property and equipment                                                               | (5,830 | ) |   | (6,280 | ) |   | (9,191 | ) |
| Net paid for acquisitions of subsidiaries, net of cash received                                   | (21,820 | ) |   | (49,873 | ) |   | (20,548 | ) |
| Sale of subsidiary, net of cash paid                                                              | — |  |   | (153 | ) |   | — |  |
| Net (issuance) proceeds from notes receivable                                                     | (1,346 | ) |   | (975 | ) |   | 684 |  |
| Change in restricted cash, net of restricted cash received from acquisitions                      | (9,452 | ) |   | 1,542 |  |   | 2,368 |  |
| Net cash flows used in investing activities                                                       | (59,291 | ) |   | (45,795 | ) |   | (29,801 | ) |
| Financing activities                                                                              |   |   |   |   |   |
| Payments on notes payable                                                                         | (130,450 | ) |   | (74,263 | ) |   | (20,000 | ) |
| Proceeds from notes payable                                                                       | 146,888 |  |   | 110,550 |  |   | 25,226 |  |
| Capitalized closing costs for notes payable                                                       | (1,692 | ) |   | — |  |   | (1,379 | ) |
| Net proceeds from the issuance of common stock                                                    | — |  |   | — |  |   | 40,703 |  |
| Payments for initial public offering costs                                                        | — |  |   | (826 | ) |   | — |  |
| Payments on redeemable preferred stock                                                            | — |  |   | (11,040 | ) |   | (500 | ) |
| Stockholder funds disbursed at purchase                                                           | — |  |   | — |  |   | (14,105 | ) |
| Net proceeds from exercise of stock options                                                       | 20 |  |   | 607 |  |   | 117 |  |
| Excess tax benefits from stock-based compensation                                                 | — |  |   | 45 |  |   | 86 |  |
| Purchase of treasury stock                                                                        | (3,923 | ) |   | (2,552 | ) |   | — |  |
| Net proceeds received from stock issued in the Employee Stock Purchase Plan                       | 330 |  |   | 58 |  |   | — |  |
| Net cash flows provided by financing activities                                                   | 11,173 |  |   | 22,579 |  |   | 30,148 |  |
| Net (decrease) increase in cash and cash equivalents                                              | (16,130 | ) |   | (12,050 | ) |   | 13,449 |  |
| Cash and cash equivalents, beginning of period                                                    | 31,339 |  |   | 43,389 |  |   | 29,940 |  |
| Cash and cash equivalents, end of period                                                          | $ | 15,209 |  |   | $ | 31,339 |  |   | $ | 43,389 |  |
|                                                                                              |   |   |   |   |   |
| Supplemental disclosures of cash payments for:                                                    |   |   |   |   |   |
| Interest                                                                                          | $ | 5,292 |  |   | $ | 6,184 |  |   | $ | 7,246 |  |
| Income taxes                                                                                      | 8,684 |  |   | 3,451 |  |   | 5,316 |  |
| Non-cash investing activities                                                                     |   |   |   |   |   |
| Non-cash consideration received from the sale of subsidiary                                       | $ | — |  |   | $ | 1,143 |  |   | $ | — |  |

----

----

|         |                                   |
|---------|-----------------------------------|
| • | LOTS Intermediate Co. ("LOTS IM") |

|         |                                     |
|---------|-------------------------------------|
| • | Bliss and Glennon, Inc. ("B&G") |

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

|         |                                           |
|---------|-------------------------------------------|
| • | Insurance Company of the South  ("ICOTS") |

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

|         |                                      |
|---------|--------------------------------------|
| • | LOTS Reassurance Company ("LOTS RE") |

|         |                    |
|---------|--------------------|
| • | LOTSolutions, Inc. |

|         |                                                       |
|---------|-------------------------------------------------------|
| • | Lyndon Southern Insurance Company ("Lyndon Southern") |

|         |                                                                |
|---------|----------------------------------------------------------------|
| • | Southern Financial Life Insurance Company ("SFLAC"), 85% owned |

|         |                                                |
|---------|------------------------------------------------|
| • | South Bay Acceptance Corporation ("South Bay") |

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

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

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

|         |                                   |
|---------|-----------------------------------|
| • | eReinsure.com, Inc. ("eReinsure") |

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

|         |                                   |
|---------|-----------------------------------|
| • | Magna Insurance Company ("Magna") |

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

|         |                                     |
|---------|-------------------------------------|
| • | 4Warranty Corporation ("4Warranty") |

----

----

----

|                                                                                   |
|-----------------------------------------------------------------------------------|
|                                                                                   |  |  |  |
|                                                                              | For the Nine Months Ended |
|                                                                                   | September 30, 2012 |
| Revenues:                                                                         |   |
| Net earned premium                                                                | $ | 1,845 |  |
| Ceding commission                                                                 | 2,135 |  |
| Net increase to total revenues from the change in accounting estimate             | 3,980 |  |
| Expenses:                                                                         |   |
| Commissions                                                                       | 2,739 |  |
| Other operating expenses                                                          | (268 | ) |
| Net increase to total expenses from the change in accounting estimate             | 2,471 |  |
| Net increase to income before income taxes from the change in accounting estimate | 1,509 |  |
| Income taxes                                                                      | 533 |  |
| Net increase to net income from the change in accounting estimate                 | $ | 976 |  |
|                                                                              |   |
| Increase to earnings per share from the change in accounting estimate:            |   |
| Basic                                                                             | $ | 0.05 |  |
| Diluted                                                                           | $ | 0.05 |  |

----

----

----

|         |                                                                                |
|---------|--------------------------------------------------------------------------------|
| • | the length of time and the extent to which fair value has been less than cost; |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | if an investment's fair value declines below cost, the Company determines if there is adequate evidence to overcome the presumption that the decline is other-than-temporary. Supporting evidence could include a recovery in the investment's fair value subsequent to the date of the statement of financial position, a return of the investee to profitability and the investee's improved financial performance  and future prospects (such as earnings trends or recent dividend payments), or the improvement of financial condition and prospects for the investee's geographic region and industry; |

|         |                                                                                                                                                                                                                                                                                                                                   |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | issuer-specific considerations, including an event of missed or late payment or default, adverse changes in key financial ratios, an increase in nonperforming loans, a decline in earnings substantially below that of the investee's peers, downgrading of the investee's debt rating or suspension of trading in the security; |

|         |                                                                                                                                                                                                                                |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | the occurrence of a significant economic event that may affect the industry in which an issuer participates, including a change that might adversely impact the investee's ability to achieve profitability in its operations; |

|         |                                                                                                                                          |
|---------|------------------------------------------------------------------------------------------------------------------------------------------|
| • | the Company's intent and ability to hold the investment for a sufficient period to allow for any anticipated recovery in fair value; and |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | with regards to commercial mortgage-backed securities ("CMBS"), the Company also evaluates key statistics such as breakeven constant default rates and credit enhancement levels. The breakeven constant default rate indicates the percentage of the pool's outstanding loans that must default each and every year with 40 percent loss severity (i.e., a recovery rate of 60 percent) for a CMBS class/tranche to experience its first dollar of principal loss. Credit enhancements indicate how much protection, or "cushion," there is to absorb losses in a particular deal before an actual loss would impact a specific security. |

----

----

|                                                                      |
|----------------------------------------------------------------------|
|                                                                      |  |  |  |  |  |  |  |  |  |  |  |
|                                                                 | Years Ended December 31, |
|                                                                 | 2012 |   | 2011 |   | 2010 |
| Total amortization of deferred acquisition costs - insurance related | $ | 61,042 |  |   | $ | 55,958 |  |   | $ | 57,300 |  |

|                                                                          |
|--------------------------------------------------------------------------|
|                                                                          |  |  |  |  |  |  |  |  |  |  |  |
|                                                                     | Years Ended December 31, |
|                                                                     | 2012 |   | 2011 |   | 2010 |
| Total amortization of deferred acquisition costs - non-insurance related | $ | 52,539 |  |   | $ | 57,358 |  |   | $ | 26,504 |  |

----

----

|         |                                                                                                                   |
|---------|-------------------------------------------------------------------------------------------------------------------|
| • | reducing future retrospective commissions earned and payable against the receivable amount due from the producer; |

|         |                                                                                                                                                                                       |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | reducing the producer's up-front commission associated with current period written premium production, which is credited against the receivable amount due from the producer; or |

|         |                                                                              |
|---------|------------------------------------------------------------------------------|
| • | invoicing the producer for an amount equal to the amount due to the Company. |

----

----

|                     |
|---------------------|
|                     |  |  |  |  |  |  |  |  |  |  |  |
|                | Years Ended December 31, |
|                | 2012 |   | 2011 |   | 2010 |
| Advertising expense | $ | 1,624 |  |   | $ | 583 |  |   | $ | 367 |  |

----

----

----

|                                                            |
|------------------------------------------------------------|
|                                                            |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                       | Consolidated Statement of Income |
|                                                       | For the Year Ended |
|                                                       | December 31, 2011 |
|                                                       | As Previously Reported | Effect of the Restatement- Motor Clubs | Adoption of ASU 2010-26 | As Restated |
| Revenues:                                                  |   |   |   |   |
| Service and administrative fees                            | $ | 38,200 |  | $ | 56,264 |  | $ | — |  | $ | 94,464 |  |
| Brokerage commissions and fees                             | 34,396 |  | — |  | — |  | 34,396 |  |
| Ceding commission                                          | 29,495 |  | — |  | — |  | 29,495 |  |
| Net investment income                                      | 3,368 |  | — |  | — |  | 3,368 |  |
| Net realized investment gains                              | 4,193 |  | — |  | — |  | 4,193 |  |
| Net earned premium                                         | 115,503 |  | — |  | — |  | 115,503 |  |
| Other income                                               | 170 |  | — |  | — |  | 170 |  |
| Total revenues                                             | 225,325 |  | 56,264 |  | — |  | 281,589 |  |
|                                                       |   |   |   |   |
| Expenses:                                                  |   |   |   |   |
| Net losses and loss adjustment expenses                    | 37,949 |  | — |  | — |  | 37,949 |  |
| Member benefit claims                                      | — |  | 4,409 |  | — |  | 4,409 |  |
| Commissions                                                | 74,231 |  | 52,687 |  | — |  | 126,918 |  |
| Personnel costs                                            | 44,547 |  | — |  | — |  | 44,547 |  |
| Other operating expenses                                   | 30,362 |  | — |  | 778 |  | 31,140 |  |
| Depreciation and amortization                              | 3,077 |  | — |  | — |  | 3,077 |  |
| Amortization of intangibles                                | 4,952 |  | — |  | — |  | 4,952 |  |
| Interest expense                                           | 7,641 |  | — |  | — |  | 7,641 |  |
| Loss on sale of subsidiary                                 | 477 |  | — |  | — |  | 477 |  |
| Total expenses                                             | 203,236 |  | 57,096 |  | 778 |  | 261,110 |  |
| Income before income taxes and non-controlling interests   | 22,089 |  | (832 | ) | (778 | ) | 20,479 |  |
| Income taxes                                               | 7,745 |  | (333 | ) | (272 | ) | 7,140 |  |
| Income before non-controlling interests                    | 14,344 |  | (499 | ) | (506 | ) | 13,339 |  |
| Less: net (loss) attributable to non-controlling interests | (170 | ) | — |  | — |  | (170 | ) |
| Net income                                                 | $ | 14,514 |  | $ | (499 | ) | $ | (506 | ) | $ | 13,509 |  |
|                                                       |   |   |   |   |
| Earnings per share:                                        |   |   |   |   |
| Basic                                                      | $ | 0.71 |  | $ | (0.02 | ) | $ | (0.03 | ) | $ | 0.66 |  |
| Diluted                                                    | $ | 0.68 |  | $ | (0.02 | ) | $ | (0.02 | ) | $ | 0.64 |  |
| Weighted average common shares outstanding:                |   |   |   |   |
| Basic                                                      | 20,352,027 |  |   |   | 20,352,027 |  |
| Diluted                                                    | 21,265,801 |  |   |   | 21,265,801 |  |

----

|                                                            |
|------------------------------------------------------------|
|                                                            |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                       | Consolidated Statement of Income |
|                                                       | For the Year Ended |
|                                                       | December 31, 2010 |
|                                                       | As Previously Reported | Effect of the Restatement- Motor Clubs | Adoption of ASU 2010-26 | As Restated |
| Revenues:                                                  |   |   |   |   |
| Service and administrative fees                            | $ | 34,145 |  | $ | 22,109 |  | $ | — |  | $ | 56,254 |  |
| Brokerage commissions and fees                             | 24,620 |  | — |  | — |  | 24,620 |  |
| Ceding commission                                          | 28,767 |  | — |  | — |  | 28,767 |  |
| Net investment income                                      | 4,073 |  | — |  | — |  | 4,073 |  |
| Net realized investment gains                              | 650 |  | — |  | — |  | 650 |  |
| Net earned premium                                         | 111,805 |  | — |  | — |  | 111,805 |  |
| Other income                                               | 230 |  | — |  | — |  | 230 |  |
| Total revenues                                             | 204,290 |  | 22,109 |  | — |  | 226,399 |  |
|                                                       |   |   |   |   |
| Expenses:                                                  |   |   |   |   |
| Net losses and loss adjustment expenses                    | 36,035 |  | — |  | — |  | 36,035 |  |
| Member benefit claims                                      | — |  | 466 |  | — |  | 466 |  |
| Commissions                                                | 71,003 |  | 21,643 |  | — |  | 92,646 |  |
| Personnel costs                                            | 36,361 |  | — |  | — |  | 36,361 |  |
| Other operating expenses                                   | 22,873 |  | — |  | 1,553 |  | 24,426 |  |
| Depreciation and amortization                              | 1,396 |  | — |  | — |  | 1,396 |  |
| Amortization of intangibles                                | 3,232 |  | — |  | — |  | 3,232 |  |
| Interest expense                                           | 8,464 |  | — |  | — |  | 8,464 |  |
| Total expenses                                             | 179,364 |  | 22,109 |  | 1,553 |  | 203,026 |  |
| Income before income taxes and non-controlling interests   | 24,926 |  | — |  | (1,553 | ) | 23,373 |  |
| Income taxes                                               | 8,703 |  | — |  | (544 | ) | 8,159 |  |
| Income before non-controlling interests                    | 16,223 |  | — |  | (1,009 | ) | 15,214 |  |
| Less: net income attributable to non-controlling interests | 20 |  | — |  | — |  | 20 |  |
| Net income                                                 | $ | 16,203 |  | $ | — |  | $ | (1,009 | ) | $ | 15,194 |  |
|                                                       |   |   |   |   |
| Earnings per share:                                        |   |   |   |   |
| Basic                                                      | $ | 1.02 |  | $ | — |  | $ | (0.07 | ) | $ | 0.95 |  |
| Diluted                                                    | $ | 0.94 |  | $ | — |  | $ | (0.06 | ) | $ | 0.88 |  |
| Weighted average common shares outstanding:                |   |   |   |   |
| Basic                                                      | 15,929,181 |  |   |   | 15,929,181 |  |
| Diluted                                                    | 17,220,029 |  |   |   | 17,220,029 |  |

----

|                                                          |
|----------------------------------------------------------|
|                                                          |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                     | Consolidated Balance Sheet |
|                                                     | For the Year Ended |
|                                                     | December 31, 2011 |
|                                                     | As Previously Reported (1) | Effect of the Restatement | Adoption of ASU 2010-26 | As Restated |
| Assets:                                                  |   |   |   |   |
| Investments:                                             |   |   |   |   |
| Fixed maturity securities available-for-sale             | $ | 93,509 |  | $ | — |  | $ | — |  | $ | 93,509 |  |
| Equity securities available-for-sale                     | 1,219 |  | — |  | — |  | 1,219 |  |
| Short-term investments                                   | 1,070 |  | — |  | — |  | 1,070 |  |
| Total investments                                        | 95,798 |  | — |  | — |  | 95,798 |  |
| Cash and cash equivalents                                | 31,339 |  | — |  | — |  | 31,339 |  |
| Restricted cash                                          | 14,180 |  | — |  | — |  | 14,180 |  |
| Accrued investment income                                | 929 |  | — |  | — |  | 929 |  |
| Notes receivable, net                                    | 3,603 |  | — |  | — |  | 3,603 |  |
| Accounts and premiums receivable, net                    | 19,690 |  | — |  | — |  | 19,690 |  |
| Other receivables                                        | 9,465 |  | — |  | — |  | 9,465 |  |
| Reinsurance receivables                                  | 194,740 |  | — |  | — |  | 194,740 |  |
| Deferred acquisition costs                               | 62,755 |  | 93 |  | (7,220 | ) | 55,628 |  |
| Property and equipment, net                              | 15,314 |  | — |  | — |  | 15,314 |  |
| Goodwill                                                 | 104,888 |  | — |  | — |  | 104,888 |  |
| Other intangible assets, net                             | 54,410 |  | — |  | — |  | 54,410 |  |
| Other assets                                             | 5,294 |  | 75 |  | — |  | 5,369 |  |
| Total assets                                             | $ | 612,405 |  | $ | 168 |  | $ | (7,220 | ) | $ | 605,353 |  |
|                                                     |   |   |   |   |
| Liabilities:                                             |   |   |   |   |
| Unpaid claims                                            | $ | 32,583 |  | $ | — |  | $ | — |  | 32,583 |  |
| Unearned premiums                                        | 227,929 |  | — |  | — |  | 227,929 |  |
| Policyholder account balances                            | 28,040 |  | — |  | — |  | 28,040 |  |
| Accrued expenses, accounts payable and other liabilities | 33,982 |  | — |  | — |  | 33,982 |  |
| Income taxes payable                                     | 1,344 |  | — |  | — |  | 1,344 |  |
| Deferred revenue                                         | 21,495 |  | 925 |  | — |  | 22,420 |  |
| Note payable                                             | 73,000 |  | — |  | — |  | 73,000 |  |
| Preferred trust securities                               | 35,000 |  | — |  | — |  | 35,000 |  |
| Deferred income taxes, net                               | 26,754 |  | (258 | ) | (2,527 | ) | 23,969 |  |
| Total liabilities                                        | 480,127 |  | 667 |  | (2,527 | ) | 478,267 |  |
|                                                     |   |   |   |   |
|                                                     |   |   |   |   |
| Stockholders' Equity:                                    |   |   |   |   |
| Preferred stock                                          | — |  | — |  | — |  | — |  |
| Common stock                                             | 206 |  | — |  | — |  | 206 |  |
| Treasury stock, at cost                                  | (2,728 | ) | — |  | — |  | (2,728 | ) |
| Additional paid-in capital                               | 96,199 |  | — |  | — |  | 96,199 |  |
| Accumulated other comprehensive loss, net of tax         | (1,754 | ) | — |  | — |  | (1,754 | ) |
| Retained earnings                                        | 39,823 |  | (499 | ) | (4,672 | ) | 34,652 |  |
| Stockholders' equity before non-controlling interests    | 131,746 |  | (499 | ) | (4,672 | ) | 126,575 |  |
| Non-controlling interests                                | 532 |  | — |  | (21 | ) | 511 |  |
| Total stockholders' equity                               | 132,278 |  | (499 | ) | (4,693 | ) | 127,086 |  |
| Total liabilities and stockholders' equity               | $ | 612,405 |  | $ | 168 |  | $ | (7,220 | ) | $ | 605,353 |  |

----

|                                                          |
|----------------------------------------------------------|
|                                                          |  |  |  |  |  |  |  |  |  |
|                                                     | Consolidated Balance Sheet |
|                                                     | For the Year Ended |
|                                                     | December 31, 2010 |
|                                                     | As Previously Reported | Adoption of ASU 2010-26 | As Restated |
| Assets:                                                  |   |   |   |
| Investments:                                             |   |   |   |
| Fixed maturity securities available-for-sale             | $ | 85,786 |  | $ | — |  | $ | 85,786 |  |
| Equity securities available-for-sale                     | 1,935 |  | — |  | 1,935 |  |
| Short-term investments                                   | 1,170 |  | — |  | 1,170 |  |
| Total investments                                        | 88,891 |  | — |  | 88,891 |  |
| Cash and cash equivalents                                | 43,389 |  | — |  | 43,389 |  |
| Restricted cash                                          | 15,722 |  | — |  | 15,722 |  |
| Accrued investment income                                | 880 |  | — |  | 880 |  |
| Notes receivable, net                                    | 1,485 |  | — |  | 1,485 |  |
| Accounts and premiums receivable, net                    | 17,023 |  | — |  | 17,023 |  |
| Other receivables                                        | 7,632 |  | — |  | 7,632 |  |
| Reinsurance receivables                                  | 169,382 |  | — |  | 169,382 |  |
| Deferred acquisition costs                               | 65,142 |  | (6,442 | ) | 58,700 |  |
| Property and equipment, net                              | 11,996 |  | — |  | 11,996 |  |
| Goodwill                                                 | 74,430 |  | — |  | 74,430 |  |
| Other intangible assets, net                             | 39,997 |  | — |  | 39,997 |  |
| Income taxes receivable                                  | 818 |  | — |  | 818 |  |
| Other assets                                             | 4,857 |  | — |  | 4,857 |  |
| Total assets                                             | $ | 541,644 |  | $ | (6,442 | ) | $ | 535,202 |  |
|                                                     |   |   |   |
| Liabilities:                                             |   |   |   |
| Unpaid claims                                            | $ | 32,693 |  | $ | — |  | 32,693 |  |
| Unearned premiums                                        | 210,430 |  | — |  | 210,430 |  |
| Accrued expenses, accounts payable and other liabilities | 41,579 |  | — |  | 41,579 |  |
| Income taxes payable                                     | 25,611 |  | — |  | 25,611 |  |
| Deferred revenue                                         | 36,713 |  | — |  | 36,713 |  |
| Note payable                                             | 35,000 |  | — |  | 35,000 |  |
| Preferred trust securities                               | 11,040 |  | — |  | 11,040 |  |
| Deferred income taxes, net                               | 24,691 |  | (2,255 | ) | 22,436 |  |
| Total liabilities                                        | 417,757 |  | (2,255 | ) | 415,502 |  |
|                                                     |   |   |   |
|                                                     |   |   |   |
| Stockholders' Equity:                                    |   |   |   |
| Preferred stock                                          | — |  | — |  | — |  |
| Common stock                                             | 203 |  | — |  | 203 |  |
| Treasury stock, at cost                                  | (176 | ) | — |  | (176 | ) |
| Additional paid-in capital                               | 95,556 |  | — |  | 95,556 |  |
| Accumulated other comprehensive loss, net of tax         | 2,293 |  | — |  | 2,293 |  |
| Retained earnings                                        | 25,308 |  | (4,166 | ) | 21,142 |  |
| Stockholders' equity before non-controlling interests    | 123,184 |  | (4,166 | ) | 119,018 |  |
| Non-controlling interests                                | 703 |  | (21 | ) | 682 |  |
| Total stockholders' equity                               | 123,887 |  | (4,187 | ) | 119,700 |  |
| Total liabilities and stockholders' equity               | $ | 541,644 |  | $ | (6,442 | ) | $ | 535,202 |  |

----

|                                                                                                   |
|---------------------------------------------------------------------------------------------------|
|                                                                                                   |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                                                              | Consolidated Statement of Cash Flows |
|                                                                                              | For the Year Ended |
|                                                                                              | December 31, 2011 |
| Operating Activities                                                                              | As Previously Reported | Immaterial Correction of Prior Period Error | Effect of the Restatement- Motor Clubs | Adoption of ASU 2010-26 | As Restated |
| Net income                                                                                        | $ | 14,514 |  | $ | — |  | $ | (499 | ) | $ | (506 | ) | $ | 13,509 |  |
| Adjustments to reconcile net income to net cash flows provided by operating activities:           |   |   |   |   |   |
| Change in deferred acquisition costs                                                              | 3,223 |  | — |  | (93 | ) | 778 |  | 3,908 |  |
| Depreciation and amortization                                                                     | 8,029 |  | — |  | — |  | — |  | 8,029 |  |
| Deferred income tax expense                                                                       | 3,397 |  | (1,071 | ) | (333 | ) | (272 | ) | 1,721 |  |
| Net realized investment (gains) losses                                                            | (4,193 | ) | — |  | — |  | — |  | (4,193 | ) |
| Loss on sale of subsidiary                                                                        | 477 |  | — |  | — |  | — |  | 477 |  |
| Stock-based compensation expense                                                                  | 763 |  | — |  | — |  | — |  | 763 |  |
| Amortization of premiums and accretion of discounts on investments                                | 609 |  | — |  | — |  | — |  | 609 |  |
| Non-controlling interests                                                                         | (170 | ) | — |  | — |  | — |  | (170 | ) |
| Change in allowance for doubtful accounts                                                         | (31 | ) | — |  | — |  | — |  | (31 | ) |
| Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions: |   |   |   |   |  |  |
| Accrued investment income                                                                         | (16 | ) | — |  | — |  | — |  | (16 | ) |
| Accounts and premiums receivable, net                                                             | (898 | ) | — |  | — |  | — |  | (898 | ) |
| Other receivables                                                                                 | (1,430 | ) | (339 | ) | — |  | — |  | (1,769 | ) |
| Reinsurance receivables                                                                           | (5,181 | ) | — |  | — |  | — |  | (5,181 | ) |
| Income taxes receivable                                                                           | 818 |  | — |  | — |  | — |  | 818 |  |
| Other assets                                                                                      | (389 | ) | — |  | — |  | — |  | (389 | ) |
| Unpaid claims                                                                                     | (315 | ) | — |  | — |  | — |  | (315 | ) |
| Unearned premiums                                                                                 | 14,373 |  | — |  | — |  | — |  | 14,373 |  |
| Policyholder account balances                                                                     | (45 | ) | — |  | — |  | — |  | (45 | ) |
| Accrued expenses, accounts payable and other liabilities                                          | (14,909 | ) | — |  | — |  | — |  | (14,909 | ) |
| Income taxes payable                                                                              | 1,344 |  | — |  | — |  | — |  | 1,344 |  |
| Deferred revenue                                                                                  | (7,394 | ) | — |  | 925 |  | — |  | (6,469 | ) |
| Net cash flows provided by operating activities                                                   | 12,576 |  | (1,410 | ) | — |  | — |  | 11,166 |  |
| Investing activities                                                                              |   |   |   |   |   |
| Proceeds from maturities, calls and prepayments of available-for-sale investments                 | 9,691 |  | — |  | — |  | — |  | 9,691 |  |
| Proceeds from sales of available-for-sale investments                                             | 62,300 |  | — |  | — |  | — |  | 62,300 |  |
| Net change in short-term investments                                                              | 100 |  | — |  | — |  | — |  | 100 |  |
| Purchases of available-for-sale investments                                                       | (63,557 | ) | 1,410 |  | — |  | — |  | (62,147 | ) |
| Purchases of property and equipment                                                               | (6,280 | ) | — |  | — |  | — |  | (6,280 | ) |
| Net paid for acquisitions of subsidiaries, net of cash received                                   | (49,873 | ) | — |  | — |  | — |  | (49,873 | ) |
| Sale of subsidiary, net of cash paid                                                              | (153 | ) | — |  | — |  | — |  | (153 | ) |
| Net (issuance) proceeds from notes receivable                                                     | (975 | ) | — |  | — |  | — |  | (975 | ) |
| Change in restricted cash, net of restricted cash received from acquisitions                      | 1,542 |  | — |  | — |  | — |  | 1,542 |  |
| Net cash flows used in investing activities                                                       | (47,205 | ) | 1,410 |  | — |  | — |  | (45,795 | ) |
| Financing activities                                                                              |   |   |   |   |   |
| Payments on notes payable                                                                         | (74,263 | ) | — |  | — |  | — |  | (74,263 | ) |
| Proceeds from notes payable                                                                       | 110,550 |  | — |  | — |  | — |  | 110,550 |  |
| Payments for initial public offering costs                                                        | (826 | ) | — |  | — |  | — |  | (826 | ) |
| Payments on redeemable preferred stock                                                            | (11,040 | ) | — |  | — |  | — |  | (11,040 | ) |
| Net proceeds from exercise of stock options                                                       | 607 |  | — |  | — |  | — |  | 607 |  |
| Excess tax benefits from stock-based compensation                                                 | 45 |  | — |  | — |  | — |  | 45 |  |
| Purchase of treasury stock                                                                        | (2,552 | ) | — |  | — |  | — |  | (2,552 | ) |
| Net proceeds received from stock issued in the Employee Stock Purchase Plan                       | 58 |  | — |  | — |  | — |  | 58 |  |
| Net cash flows provided by financing activities                                                   | 22,579 |  | — |  | — |  | — |  | 22,579 |  |
| Net (decrease) increase in cash and cash equivalents                                              | (12,050 | ) | — |  | — |  | — |  | (12,050 | ) |
| Cash and cash equivalents, beginning of period                                                    | 43,389 |  | — |  | — |  | — |  | 43,389 |  |
| Cash and cash equivalents, end of period                                                          | $ | 31,339 |  | $ | — |  | $ | — |  | $ | — |  | $ | 31,339 |  |

----

|                                                                                                   |
|---------------------------------------------------------------------------------------------------|
|                                                                                                   |  |  |  |  |  |  |  |  |  |
|                                                                                              | Consolidated Statement of Cash Flows |
|                                                                                              | For the Year Ended |
|                                                                                              | December 31, 2010 |
| Operating Activities                                                                              | As Previously Reported | Adoption of ASU 2010-26 | As Restated |
| Net income                                                                                        | $ | 16,203 |  | $ | (1,009 | ) | $ | 15,194 |  |
| Adjustments to reconcile net income to net cash flows provided by operating activities:           |   |   |   |
| Change in deferred acquisition costs                                                              | (5,754 | ) | 1,553 |  | (4,201 | ) |
| Depreciation and amortization                                                                     | 4,628 |  | — |  | 4,628 |  |
| Deferred income tax expense                                                                       | 4,881 |  | (544 | ) | 4,337 |  |
| Net realized investment (gains) losses                                                            | (650 | ) | — |  | (650 | ) |
| Stock-based compensation expense                                                                  | 176 |  | — |  | 176 |  |
| Amortization of premiums and accretion of discounts on investments                                | 348 |  | — |  | 348 |  |
| Non-controlling interests                                                                         | (772 | ) | — |  | (772 | ) |
| Change in allowance for doubtful accounts                                                         | (30 | ) | — |  | (30 | ) |
| Changes in operating assets and liabilities, net of the effects of acquisitions and dispositions: |   |   |  |  |
| Accrued investment income                                                                         | 30 |  | — |  | 30 |  |
| Accounts and premiums receivable, net                                                             | 3,808 |  | — |  | 3,808 |  |
| Other receivables                                                                                 | 1,884 |  | — |  | 1,884 |  |
| Reinsurance receivables                                                                           | 4,416 |  | — |  | 4,416 |  |
| Income taxes receivable                                                                           | (818 | ) | — |  | (818 | ) |
| Other assets                                                                                      | (1,600 | ) | — |  | (1,600 | ) |
| Unpaid claims                                                                                     | (3,459 | ) | — |  | (3,459 | ) |
| Unearned premiums                                                                                 | (5,222 | ) | — |  | (5,222 | ) |
| Policyholder account balances                                                                     | — |  | — |  | — |  |
| Accrued expenses, accounts payable and other liabilities                                          | (7,379 | ) | — |  | (7,379 | ) |
| Income taxes payable                                                                              | (769 | ) | — |  | (769 | ) |
| Deferred revenue                                                                                  | 3,181 |  | — |  | 3,181 |  |
| Net cash flows provided by operating activities                                                   | 13,102 |  | — |  | 13,102 |  |
| Investing activities                                                                              |   |   |   |
| Proceeds from maturities, calls and prepayments of available-for-sale investments                 | 12,114 |  | — |  | 12,114 |  |
| Proceeds from sales of available-for-sale investments                                             | 8,769 |  | — |  | 8,769 |  |
| Net change in short-term investments                                                              | 50 |  | — |  | 50 |  |
| Purchases of available-for-sale investments                                                       | (24,047 | ) | — |  | (24,047 | ) |
| Purchases of property and equipment                                                               | (9,191 | ) | — |  | (9,191 | ) |
| Net paid for acquisitions of subsidiaries, net of cash received                                   | (20,548 | ) | — |  | (20,548 | ) |
| Net (issuance) proceeds from notes receivable                                                     | 684 |  | — |  | 684 |  |
| Change in restricted cash, net of restricted cash received from acquisitions                      | 2,368 |  | — |  | 2,368 |  |
| Net cash flows used in investing activities                                                       | (29,801 | ) | — |  | (29,801 | ) |
| Financing activities                                                                              |   |   |   |
| Payments on notes payable                                                                         | (20,000 | ) | — |  | (20,000 | ) |
| Proceeds from notes payable                                                                       | 25,226 |  | — |  | 25,226 |  |
| Capitalized closing costs for notes payable                                                       | (1,379 | ) | — |  | (1,379 | ) |
| Net proceeds from the issuance of common stock                                                    | 40,703 |  | — |  | 40,703 |  |
| Payments on redeemable preferred stock                                                            | (500 | ) | — |  | (500 | ) |
| Stockholder funds disbursed at purchase                                                           | (14,105 | ) | — |  | (14,105 | ) |
| Net proceeds from exercise of stock options                                                       | 117 |  | — |  | 117 |  |
| Excess tax benefits from stock-based compensation                                                 | 86 |  | — |  | 86 |  |
| Net cash flows provided by financing activities                                                   | 30,148 |  | — |  | 30,148 |  |
| Net (decrease) increase in cash and cash equivalents                                              | 13,449 |  | — |  | 13,449 |  |
| Cash and cash equivalents, beginning of period                                                    | 29,940 |  | — |  | 29,940 |  |
| Cash and cash equivalents, end of period                                                          | $ | 43,389 |  | $ | — |  | $ | 43,389 |  |

----

----

----

----

|                                                                 |
|-----------------------------------------------------------------|
|                                                                 |  |  |  |  |  |  |  |  |  |  |  |
| Earnings per share is calculated as follows:                    | For the Years Ended December 31, |
|                                                            | 2012 |   | 2011 |   | 2010 |
|                                                            |   |   | As Restated |   | As Restated |
| Numerator: (for both basic and diluted earnings per share) |   |   |   |   |   |
| Net income                                                      | $ | 15,165 |  |   | $ | 13,509 |  |   | $ | 15,194 |  |
| Denominator:                                                    |   |   |   |   |   |
| Total average basic common shares outstanding                   | 19,655,492 |  |   | 20,352,027 |  |   | 15,929,181 |  |
| Effect of dilutive stock options and restricted stock awards    | 944,870 |  |   | 913,774 |  |   | 1,290,848 |  |
| Total average diluted common shares outstanding                 | 20,600,362 |  |   | 21,265,801 |  |   | 17,220,029 |  |
|                                                            |   |   |   |   |   |
| Earnings per share-basic                                        | $ | 0.77 |  |   | $ | 0.66 |  |   | 0.95 |  |
| Earnings per share-diluted                                      | $ | 0.74 |  |   | $ | 0.64 |  |   | 0.88 |  |
|                                                            |   |   |   |   |   |
| Weighted average anti-dilutive common shares (1)           | 480,795 |  |   | 301,010 |  |  | — |  |

----

|                                                   |
|---------------------------------------------------|
|                                                   |  |  |  |  |  |  |  |
|                                              | At December 31, |
|                                              | 2012 |   | 2011 |
| The Company's maximum exposure to loss in the VIE | $ | 1,139 |  |   | $ | 1,142 |  |

----

----

|            |
|------------|
|            |  |  |  |  |  |  |  |
|       | Years Ended December 31, |
|       | 2012 |   | 2011 |
| Revenue    | $ | 359,950 |  |   | $ | 321,135 |  |
|       |   |   |   |
| Net income | $ | 11,615 |  |   | $ | 9,549 |  |

|                                       |
|---------------------------------------|
|                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                  | 2011 Acquisitions |   | 2012 Acquisitions |
|                                  | Auto Knight |   | eReinsure |   | PBG |   | Magna Insurance |   | 4Warranty |   | ProtectCELL |
| Assets:                               |   |   |   |   |   |   |   |   |   |   |   |
| Cash                                  | $ | — |  |   | $ | 3,694 |  |   | $ | 38 |  |   | $ | 400 |  |   | $ | 703 |  |   | $ | 350 |  |
| Restricted cash                       | — |  |   | — |  |   | — |  |   | — |  |   | 72 |  |   | 7,438 |  |
| Investments                           | 1,403 |  |   | 1,212 |  |   | — |  |   | 2,432 |  |   | — |  |   | — |  |
| Short-term investments                | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | 252 |  |
| Notes receivable                      | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | 6,341 |  |
| Other receivables                     | 90 |  |   | 1,826 |  |   | — |  |   | 83 |  |   | 199 |  |   | 2,312 |  |
| Deferred acquisition costs            | 408 |  |   | — |  |   | — |  |   | — |  |   | — |  |   | 19,845 |  |
| Property and equipment, net           | — |  |   | 142 |  |   | 65 |  |   | — |  |   | 61 |  |   | 674 |  |
| Other intangible assets, net          | 1,807 |  |   | 13,908 |  |   | 3,650 |  |   | — |  |   | 1,900 |  |   | 27,815 |  |
| Other assets                          | — |  |   | 54 |  |   | 23 |  |   | — |  |   | — |  |   | 1,470 |  |
| Net deferred tax asset                | — |  |   | — |  |   | 127 |  |   | — |  |   | — |  |   | — |  |
| Liabilities:                          |   |   |   |   |   |   |   |   |   |   |   |
| Unpaid claims                         | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | (176 | ) |
| Accrued expenses and accounts payable | (137 | ) |   | (2,825 | ) |   | (304 | ) |   | (455 | ) |   | (180 | ) |   | (2,644 | ) |
| Commissions payable                   | (116 | ) |   | — |  |   | (60 | ) |   | — |  |   | (41 | ) |   | — |  |
| Deferred revenue                      | (2,443 | ) |   | (835 | ) |   | — |  |   | — |  |   | (1,260 | ) |   | (45,409 | ) |
| Income taxes payable                  | — |  |   | — |  |   | — |  |   | — |  |   | (296 | ) |   | — |  |
| Net deferred tax liability            | (477 | ) |   | (1,757 | ) |   | — |  |   | (36 | ) |   | (266 | ) |   | — |  |
| Net assets acquired                   | 535 |  |   | 15,419 |  |   | 3,539 |  |   | 2,424 |  |   | 892 |  |   | 18,268 |  |
| Non-controlling interest              | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | (10,000 | ) |
| Purchase consideration (1) (2)        | 4,750 |  |   | 38,931 |  |   | 7,607 |  |   | 2,424 |  |   | 3,616 |  |   | 20,000 |  |
| Goodwill                              | $ | 4,215 |  |   | $ | 23,512 |  |   | $ | 4,068 |  |   | $ | — |  |   | $ | 2,724 |  |   | $ | 11,732 |  |

----

|                |
|----------------|
|                |  |  |  |  |  |  |  |  |  |  |  |
|           | Year of the Acquisition |
|           | 2012 |   | 2011 |   | 2010 |
| Total (1) | $ | — |  |   | $ | 4,069 |  |   | $ | 10,008 |  |

----

|                                                                                                         |
|---------------------------------------------------------------------------------------------------------|
|                                                                                                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Goodwill balances by segment are as follows:                                                            | Payment Protection |   | BPO |   |  Brokerage (1) |   | Total |
| Balance at January 1, 2011 (1)                                                                          | $ | 33,413 |  |   | $ | 10,239 |  |   | $ | 30,778 |  |   | $ | 74,430 |  |
| Segment reclassifications                                                                               | — |  |   | (1,337 | ) |   | 1,337 |  |   | — |  |
| Goodwill disposed of during 2011                                                                        | — |  |   | — |  |   | (1,337 | ) |   | (1,337 | ) |
| Goodwill acquired during 2011                                                                           | 3,219 |  |   | 6,730 |  |   | 26,138 |  |   | 36,087 |  |
| Goodwill adjustment under ASC 250 for the Auto Knight acquisition for the year ending December 31, 2011 | 996 |  |   | — |  |   | — |  |   | 996 |  |
| Final valuation adjustments as required under ASC 805 for eReinsure                                     | — |  |   | — |  |   | (2,626 | ) |   | (2,626 | ) |
| Final valuation adjustments as required under ASC 805 for PBG                                           | — |  |   | (2,662 | ) |   | — |  |   | (2,662 | ) |
| Adjusted balance at December 31, 2011                                                                   | 37,628 |  |   | 12,970 |  |   | 54,290 |  |   | 104,888 |  |
| Goodwill acquired - purchased book of business                                                          | — |  |   | — |  |   | 168 |  |   | 168 |  |
| Goodwill acquired - ProtectCELL acquisition                                                             | 11,732 |  |   | — |  |   | — |  |   | 11,732 |  |
| Goodwill acquired - 4Warranty acquisition                                                               | 2,724 |  |   | — |  |   | — |  |   | 2,724 |  |
| Balance at December 31, 2012                                                                            | $ | 52,084 |  |   | $ | 12,970 |  |   | $ | 54,458 |  |   | $ | 119,512 |  |

----

|                                            |
|--------------------------------------------|
|                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                       |   |   |   |   | December 31, 2012 |   | December 31, 2011 |
|                                       | 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 |   | $ | 57,780 |  |   | $ | (12,340 | ) |   | $ | 45,440 |  |   | $ | 34,552 |  |   | $ | (8,724 | ) |   | $ | 25,828 |  |
| Software                                   | 5 | to | 10 |   | 10,118 |  |   | (3,385 | ) |   | 6,733 |  |   | 8,773 |  |   | (2,345 | ) |   | 6,428 |  |
| Present value of future profits            | 0.3 | to | 0.75 |   | 548 |  |   | (548 | ) |   | — |  |   | 548 |  |   | (548 | ) |   | — |  |
| Non-compete agreements                     | 1.5 | to | 6 |   | 5,008 |  |   | (2,716 | ) |   | 2,292 |  |   | 2,958 |  |   | (2,419 | ) |   | 539 |  |
| Total finite-lived other intangible assets |   |   |   |   | $ | 73,454 |  |   | $ | (18,989 | ) |   | $ | 54,465 |  |   | $ | 46,831 |  |   | $ | (14,036 | ) |   | $ | 32,795 |  |

----

|                                                                                            |
|--------------------------------------------------------------------------------------------|
|                                                                                            |  |  |  |  |  |  |  |
| The following table shows the carrying amount of indefinite-lived other intangible assets: | At December 31, |
|                                                                                       | 2012 |   | 2011 |
| Tradenames                                                                                 | $ | 24,875 |  |   | $ | 21,615 |  |

|                                                                     |
|---------------------------------------------------------------------|
|                                                                     |  |  |  |
| Changes in other intangible assets are as follows:                  |   |
| Balance at January 1, 2011                                          | $ | 39,997 |  |
| Intangible assets acquired in 2011                                  | 11,977 |  |
| Less: Amortization expense                                          | 4,952 |  |
| Balance at December 31, 2011                                        | 47,022 |  |
| Final valuation adjustments as required under ASC 805 for eReinsure | 4,508 |  |
| Final valuation adjustments as required under ASC 805 for PBG       | 2,880 |  |
| Adjusted balance at December 31, 2011                               | 54,410 |  |
| Intangible assets acquired in 2012 - Purchased book of business     | 168 |  |
| Intangible assets acquired in 2012 - ProtectCELL acquisition        | 27,815 |  |
| Intangible assets acquired in 2012 - 4Warranty acquisition          | 1,900 |  |
| Less: Amortization expense                                          | 4,953 |  |
| Balance at December 31, 2012                                        | $ | 79,340 |  |

|            |
|------------|
|            |  |  |  |
| 2013       | $ | 10,022 |  |
| 2014       | 10,010 |  |
| 2015       | 10,003 |  |
| 2016       | 9,378 |  |
| 2017       | 8,031 |  |
| Thereafter | 7,021 |  |
| Total      | $ | 54,465 |  |

----

|                                                               |
|---------------------------------------------------------------|
|                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                          | At December 31, 2012 |
| Description of Security                                       | Cost or Amortized Cost |   | Gross Unrealized Gains |   | Gross Unrealized Losses |   | Fair Value |
| 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 |  |
|                                                          |   |   |   |   |   |   |   |
| 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 |  |

----

|                                                               |
|---------------------------------------------------------------|
|                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                          | At December 31, 2011 |
| Description of Security                                       | Cost or Amortized Cost |   | Gross Unrealized Gains |   | Gross Unrealized Losses |   | Fair Value |
| Obligations of the U.S. Treasury and U.S. Government agencies | $ | 25,751 |  |   | $ | 611 |  |   | $ | (2 | ) |   | $ | 26,360 |  |
| Municipal securities                                          | 17,609 |  |   | 388 |  |   | (5 | ) |   | 17,992 |  |
| Corporate securities                                          | 47,304 |  |   | 594 |  |   | (426 | ) |   | 47,472 |  |
| Mortgage-backed securities                                    | 1,272 |  |   | 26 |  |   | — |  |   | 1,298 |  |
| Asset-backed securities                                       | 375 |  |   | 12 |  |   | — |  |   | 387 |  |
| Total fixed maturity securities                               | $ | 92,311 |  |   | $ | 1,631 |  |   | $ | (433 | ) |   | $ | 93,509 |  |
|                                                          |   |   |   |   |   |   |   |
| Common stock - publicly traded                                | $ | 40 |  |   | $ | — |  |   | $ | (1 | ) |   | $ | 39 |  |
| Preferred stock - publicly traded                             | 50 |  |   | 2 |  |   | — |  |   | 52 |  |
| Common stock - non-publicly traded                            | 104 |  |   | 26 |  |   | (16 | ) |   | 114 |  |
| Preferred stock - non-publicly traded                         | 1,009 |  |   | 5 |  |   | — |  |   | 1,014 |  |
| Total equity securities                                       | $ | 1,203 |  |   | $ | 33 |  |   | $ | (17 | ) |   | $ | 1,219 |  |

|                                                                                                   |
|---------------------------------------------------------------------------------------------------|
|                                                                                                   |  |  |  |  |  |  |  |
|                                                                                              | At December 31, |
|                                                                                              | 2012 |   | 2011 |
| Fair value of restricted investments                                                              | $ | 17,942 |  |   | $ | 18,319 |  |
|                                                                                              |   |   |   |
| Fair value of restricted investments for special deposits required by state insurance departments | $ | 10,988 |  |   | $ | 11,618 |  |

|                                        |
|----------------------------------------|
|                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                   | At |
|                                   | December 31, 2012 |   | December 31, 2011 |
|                                   | Amortized Cost |   | Fair Value |   | Amortized Cost |   | Fair Value |
| Due in one year or less                | $ | 5,557 |  |   | $ | 5,608 |  |   | $ | 3,890 |  |   | $ | 3,923 |  |
| Due after one year through five years  | 58,378 |  |   | 60,323 |  |   | 51,210 |  |   | 51,839 |  |
| Due after five years through ten years | 24,983 |  |   | 25,900 |  |   | 23,623 |  |   | 23,973 |  |
| Due after ten years                    | 17,769 |  |   | 18,396 |  |   | 11,941 |  |   | 12,089 |  |
| Mortgage-backed securities             | 285 |  |   | 289 |  |   | 1,272 |  |   | 1,298 |  |
| Asset-backed securities                | 123 |  |   | 125 |  |   | 375 |  |   | 387 |  |
| Total fixed maturity securities        | $ | 107,095 |  |   | $ | 110,641 |  |   | $ | 92,311 |  |   | $ | 93,509 |  |

----

|                                                               |
|---------------------------------------------------------------|
|                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                          | 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 |
| 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 |  |
| Mortgage-backed securities                                    | — |  | — |  | — |  |   | — |  | — |  | — |  |   | — |  | — |  | — |  |
| Asset-backed securities                                       | — |  | — |  | — |  |   | — |  | — |  | — |  |   | — |  | — |  | — |  |
| Total fixed maturity securities                               | $ | 14,216 |  | $ | (78 | ) | 28 |  |   | $ | 183 |  | $ | (17 | ) | 1 |  |   | $ | 14,399 |  | $ | (95 | ) | 29 |  |
|                                                          |   |   |   |   |   |   |   |   |   |   |   |
| Common stock - publicly traded                                | $ | — |  | $ | — |  | — |  |   | $ | — |  | $ | — |  | — |  |   | $ | — |  | $ | — |  | — |  |
| Preferred stock - publicly traded                             | 198 |  | (1 | ) | 1 |  |   | — |  | — |  | — |  |   | 198 |  | (1 | ) | 1 |  |
| Common stock - non-publicly traded                            | — |  | — |  | — |  |   | 39 |  | (5 | ) | 2 |  |   | 39 |  | (5 | ) | 2 |  |
| Preferred stock - non-publicly traded                         | — |  | — |  | — |  |   | — |  | — |  | — |  |   | — |  | — |  | — |  |
| Total equity securities                                       | $ | 198 |  | $ | (1 | ) | 1 |  |   | $ | 39 |  | $ | (5 | ) | 2 |  |   | $ | 237 |  | $ | (6 | ) | 3 |  |

|                                                               |
|---------------------------------------------------------------|
|                                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                          | At December 31, 2011 |
|                                                          | 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 |
| Obligations of the U.S. Treasury and U.S. Government agencies | $ | 1,902 |  | $ | (2 | ) | 7 |  |   | $ | — |  | $ | — |  | — |  |   | $ | 1,902 |  | $ | (2 | ) | 7 |  |
| Municipal securities                                          | 486 |  | (1 | ) | 1 |  |   | 478 |  | (4 | ) | 1 |  |   | 964 |  | (5 | ) | 2 |  |
| Corporate securities                                          | 16,861 |  | (426 | ) | 26 |  |   | — |  | — |  | — |  |   | 16,861 |  | (426 | ) | 26 |  |
| Mortgage-backed securities                                    | — |  | — |  | — |  |   | — |  | — |  | — |  |   | — |  | — |  | — |  |
| Asset-backed securities                                       | — |  | — |  | — |  |   | — |  | — |  | — |  |   | — |  | — |  | — |  |
| Total fixed maturity securities                               | $ | 19,249 |  | $ | (429 | ) | 34 |  |   | $ | 478 |  | $ | (4 | ) | 1 |  |   | $ | 19,727 |  | $ | (433 | ) | 35 |  |
|                                                          |   |   |   |   |   |   |   |   |   |   |   |
| Common stock - publicly traded                                | $ | 38 |  | $ | (1 | ) | 2 |  |   | $ | — |  | $ | — |  | — |  |   | $ | 38 |  | $ | (1 | ) | 2 |  |
| Preferred stock - publicly traded                             | — |  | — |  | — |  |   | — |  | — |  | — |  |   | — |  | — |  | — |  |
| Common stock - non-publicly traded                            | 45 |  | (16 | ) | 3 |  |   | — |  | — |  | — |  |   | 45 |  | (16 | ) | 3 |  |
| Preferred stock - non-publicly traded                         | — |  | — |  | — |  |   | — |  | — |  | — |  |   | — |  | — |  | — |  |
| Total equity securities                                       | $ | 83 |  | $ | (17 | ) | 5 |  |   | $ | — |  | $ | — |  | — |  |   | $ | 83 |  | $ | (17 | ) | 5 |  |

|                           |
|---------------------------|
|                           |  |  |  |  |  |  |  |  |  |  |  |
|                      | For the Years Ended December 31, |
|                      | 2012 |   | 2011 |   | 2010 |
| Gross proceeds from sales | $ | 8,364 |  |   | $ | 62,300 |  |   | $ | 8,769 |  |

----

|                                                           |
|-----------------------------------------------------------|
|                                                           |  |  |  |  |  |  |  |  |  |  |  |
|                                                      | For the Years Ended December 31, |
|                                                      | 2012 |   | 2011 |   | 2010 |
| Gross realized gains                                      | $ | 33 |  |   | $ | 4,456 |  |   | $ | 831 |  |
| Gross realized losses                                     | (14 | ) |   | (91 | ) |   | (116 | ) |
| Total net gains from investment sales                     | 19 |  |   | 4,365 |  |   | 715 |  |
| Impairment write-downs (other-than-temporary impairments) | (16 | ) |   | (172 | ) |   | (65 | ) |
| Net realized investment gains                             | $ | 3 |  |   | $ | 4,193 |  |   | $ | 650 |  |

|                                                                         |
|-------------------------------------------------------------------------|
|                                                                         |  |  |  |  |  |  |  |  |  |  |  |
| The following schedule details the components of net investment income: | For the Years Ended December 31, |
|                                                                    | 2012 |   | 2011 |   | 2010 |
| Fixed income securities                                                 | $ | 2,670 |  |   | $ | 3,188 |  |   | $ | 3,666 |  |
| Cash on hand and on deposit                                             | 193 |  |   | 333 |  |   | 738 |  |
| Common and preferred stock dividends                                    | 275 |  |   | 59 |  |   | 60 |  |
| Notes receivable                                                        | 267 |  |   | 155 |  |   | 157 |  |
| Other income                                                            | 138 |  |   | 141 |  |   | (46 | ) |
| Investment expenses                                                     | (475 | ) |   | (508 | ) |   | (502 | ) |
| Net investment income                                                   | $ | 3,068 |  |   | $ | 3,368 |  |   | $ | 4,073 |  |

----

|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Premiums           | For the Years Ended December 31, |
|               | 2012 |   | 2011 |   | 2010 |
|               | Written | Earned |   | Written | Earned |   | Written | Earned |
| Direct and assumed | $ | 367,791 |  | $ | 359,820 |  |   | $ | 338,869 |  | $ | 321,412 |  |   | $ | 302,574 |  | $ | 307,916 |  |
| Ceded              | (236,121 | ) | (232,195 | ) |   | (214,485 | ) | (205,909 | ) |   | (191,141 | ) | (196,111 | ) |
| Net                | $ | 131,670 |  | $ | 127,625 |  |   | $ | 124,384 |  | $ | 115,503 |  |   | $ | 111,433 |  | $ | 111,805 |  |

|                             |
|-----------------------------|
|                             |  |  |  |  |  |  |  |  |  |  |  |  |
| Losses and LAE incurred     |   | For the Years Ended December 31, |
|                        |   | 2012 |   | 2011 | 2010 |
| Direct and assumed          |   | $ | 86,409 |  |   | $ | 81,843 |  |   | $ | 79,403 |  |
| Ceded                       |   | (46,190 | ) |   | (43,894 | ) |   | (43,368 | ) |
| Net losses and LAE incurred |   | $ | 40,219 |  |   | $ | 37,949 |  |   | $ | 36,035 |  |

|                                                                             |
|-----------------------------------------------------------------------------|
|                                                                             |  |  |  |  |  |  |  |
| The following table reflects the components of the reinsurance receivables: | At December 31, |
|                                                                        | 2012 |   | 2011 |
| Prepaid reinsurance premiums (1):                                           |   |   |   |
| Life                                                                        | $ | 53,117 |  |   | $ | 59,545 |  |
| Accident and health                                                         | 34,266 |  |   | 30,759 |  |
| Property                                                                    | 85,805 |  |   | 80,758 |  |
| Total                                                                       | 173,188 |  |   | 171,062 |  |
| Ceded claim reserves:                                                       |   |   |   |
| Life                                                                        | 1,786 |  |   | 1,794 |  |
| Accident and health                                                         | 9,263 |  |   | 9,896 |  |
| Property                                                                    | 8,663 |  |   | 7,743 |  |
| Total ceded claim reserves recoverable                                      | 19,712 |  |   | 19,433 |  |
| Other reinsurance settlements recoverable                                   | 11,088 |  |   | 4,245 |  |
| Reinsurance receivables                                                     | $ | 203,988 |  |   | $ | 194,740 |  |
| (1)  Including policyholder account balances ceded.                    |   |   |   |

----

|                                                   |
|---------------------------------------------------|
|                                                   |  |  |  |  |  |  |  |
|                                              | At December 31, |
|                                              | 2012 |   | 2011 |
| Total recoverable from three unrelated reinsurers | $ | 126,633 |  |   | $ | 124,160 |  |

----

|                                                                                        |
|----------------------------------------------------------------------------------------|
|                                                                                        |  |  |  |  |  |  |  |
| The components of property and equipment are as follows:                               | At December 31, |
|                                                                                   | 2012 |   | 2011 |
| Furniture, fixtures and equipment                                                      | $ | 3,038 |  |   | $ | 2,868 |  |
| Computer equipment                                                                     | 4,126 |  |   | 2,356 |  |
| Equipment and software under capital lease                                             | 229 |  |   | — |  |
| Software (1)                                                                      | 18,632 |  |   | 14,416 |  |
| Leasehold improvements                                                                 | 568 |  |   | 357 |  |
| Property and equipment, gross                                                          | 26,593 |  |   | 19,997 |  |
| Less: accumulated depreciation and amortization                                        | 8,647 |  |   | 4,683 |  |
| Property and equipment, net                                                            | $ | 17,946 |  |   | $ | 15,314 |  |
|                                                                                   |   |   |   |
| (1) Internally developed software not yet placed in service, included in software | $ | 942 |  |   | $ | 5,302 |  |

|                                                |
|------------------------------------------------|
|                                                |  |  |  |  |  |  |  |  |  |  |  |
|                                           | Years Ended December 31, |
|                                           | 2012 |   | 2011 |   | 2010 |
| Depreciation expense on property and equipment | $ | 1,756 |  |   | $ | 1,605 |  |   | $ | 924 |  |
| Amortization expense on capitalized software   | 2,177 |  |   | 1,472 |  |   | 472 |  |
| Total depreciation and amortization            | $ | 3,933 |  |   | $ | 3,077 |  |   | $ | 1,396 |  |

----

|                |
|----------------|
|                |  |  |  |
|           | December 31, 2012 |
| 2013           | $ | 2,574 |  |
| 2014           | 2,886 |  |
| 2015           | 2,732 |  |
| 2016           | 2,485 |  |
| 2017           | 2,415 |  |
| Thereafter     | 9,453 |  |
| Total payments | $ | 22,545 |  |

----

|                                              |
|----------------------------------------------|
|                                              |  |  |  |  |  |  |  |  |  |  |  |
| The Company recognized rent expense for the: | Years Ended December 31, |
|                                         | 2012 |   | 2011 |   | 2010 |
| Total rent expense                           | $ | 3,050 |  |   | $ | 3,275 |  |   | $ | 2,997 |  |

|                                 |
|---------------------------------|
|                                 |  |  |  |
|                            | December 31, 2012 |
| 2013                            | $ | 134 |  |
| 2014                            | 133 |  |
| 2015                            | — |  |
| 2016                            | — |  |
| 2017                            | — |  |
| Thereafter                      | — |  |
| Total minimum payments          | $ | 267 |  |
| Amounts representing interest   | (26 | ) |
| Obligations under capital lease | 241 |  |

----

|                                                                                    |
|------------------------------------------------------------------------------------|
|                                                                                    |  |  |  |  |  |  |  |
| The Company's Notes Payable consisted of the following at:                         | At December 31, |
|                                                                               | 2012 |   | 2011 |
| Wells Fargo Bank, N.A.- credit facility, maturing August 2017                      | $ | 89,438 |  |   | $ | — |  |
|                                                                               |   |   |   |
| Maximum balance allowed on Wells Fargo Bank, N.A credit facility                   | $ | 125,000 |  |   | $ | — |  |
|                                                                               |   |   |   |
| SunTrust Bank, N.A. - revolving credit facility, maturing June 2013                | $ | — |  |   | $ | 73,000 |  |
|                                                                               |   |   |   |
| Maximum balance allowed on SunTrust Bank, N.A revolving credit facility            | $ | — |  |   | $ | 85,000 |  |
|                                                                               |   |   |   |
| Interest rate on the respective note payable at the end of the respective periods: | 2.76 | % |   | 4.59 | % |

|            |
|------------|
|            |  |  |  |
| 2013       | $ | 1,250 |  |
| 2014       | 5,000 |  |
| 2015       | 5,000 |  |
| 2016       | 5,000 |  |
| 2017       | 73,188 |  |
| Thereafter | — |  |
| Total      | $ | 89,438 |  |

----

----

|                                                       |
|-------------------------------------------------------|
|                                                       |  |  |  |
|                                                  |   |   | Actual At |
| Covenant                                              | Covenant Requirement |   | December 31, 2012 |
| Total leverage ratio                                  | not more than 3.50 |   | 3.10 |
| Fixed charge coverage ratio                           | not less than 2.00 |   | 2.33 |
| Reinsurance ratio                                     | not less than 50% |   | 69.0% |
| RBC Ratio's:                                          |   |   |   |
| 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% |

|                             |
|-----------------------------|
|                             |  |  |  |
|                        |   |   | Actual At |
| Covenant                    | Covenant Requirement |   | December 31, 2011 |
| Fixed charge coverage ratio | not less than 1.25 |   | 4.50 |
| Total leverage ratio        | not more than 3.50 |   | 2.45 |
| Senior leverage ratio       | not more than 2.50 |   | 2.45 |
| Reinsurance ratio           | not less than 60% |   | 75.0% |

----

----

|                                                            |
|------------------------------------------------------------|
|                                                            |  |  |  |  |  |  |  |  |  |
|                                                       | Balance Sheet Location |   | At December 31, |
|                                                       |   | 2012 |   | 2011 |
| Derivatives designated as cash flow hedging instruments:   |   |   |   |   |   |
| Interest rate swap - notional value                        |  |   | $ | 35,000 |  |   | $ | 35,000 |  |
|                                                       |   |   |   |   |   |
| Fair value of the Swap                                     | Other Liabilities |   | $ | (4,338 | ) |   | $ | (3,601 | ) |
|                                                       |   |   |   |   |   |
| Unrealized loss, net of tax, on the fair value of the Swap | AOCI |   | $ | (2,820 | ) |   | $ | (2,340 | ) |
|                                                       |   |   |   |   |   |
| Variable rate of the interest rate swap (1)           |   |   | 0.31 | % |   | — | % |
| Fixed rate of the interest rate swap (1)              |   |   | 3.47 | % |   | — | % |

|                                                                        |
|------------------------------------------------------------------------|
|                                                                        |  |  |  |  |  |  |  |  |  |  |  |
|                                                                   | Years Ended December 31, |
|                                                                   | 2012 |   | 2011 |   | 2010 |
| (Loss) recognized in AOCI on the derivative-effective portion          | $ | (611 | ) |   | $ | (3,601 | ) |   | $ | — |  |
|                                                                   |   |   |   |   |   |
| (Loss) reclassified from AOCI into income-effective portion            | $ | 126 |  |   | $ | — |  |   | $ | — |  |
|                                                                   |   |   |   |   |   |
| Gain (loss) recognized in income on the derivative-ineffective portion | $ | — |  |   | $ | — |  |   | $ | — |  |

|                                                                                   |
|-----------------------------------------------------------------------------------|
|                                                                                   |  |  |  |
|                                                                              | At |
|                                                                              | December 31, 2012 |
| Estimated loss to be reclassified to earnings from AOCI during the next 12 months | $ | 1,117 |  |

----

|                                                                      |
|----------------------------------------------------------------------|
|                                                                      |  |  |  |  |  |
|                                                                 | 2005  Plan |   | 2010 Plan |
| Date the plan was established                                        | October 18, 2005 |   | December 13, 2010 |
| Share permitted to be issued under the plan                          | 1,312,500 |  |   | 4,000,000 |  |
| Maximum contractual term of grants under the plan (in years)         | 10.0 |  |   | 10.0 |  |
| Time-based stock options outstanding under the plan                  | 1,545,462 |  |   | 470,769 |  |
| Performance-based stock options outstanding under the plan           | — |  |   | 185,000 |  |
| Time-based restricted stock awards under the plan                    | — |  |   | 103,000 |  |
| Performance-based restricted stock awards outstanding under the plan | — |  |   | 80,861 |  |

----

|                                                                             |
|-----------------------------------------------------------------------------|
|                                                                             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                                        | Time-Based |   | Performance-Based |
|                                                                        | Options Outstanding |   | Weighted Average Exercise Price |   | Options Exercisable |   | Weighted Average Exercise Price |   | Options Outstanding(1) |   | Weighted Average Exercise Price |   | Options Exercisable |   | Weighted Average Exercise Price |
| Balance, January 1, 2011                                                    | 1,955,792 |  |   | $ | 3.29 |  |   | 1,780,663 |  |   | $ | 3.00 |  |   | — |  |   | $ | — |  |   | — |  |   | $ | — |  |
| Granted                                                                     | 280,000 |  |   | 7.84 |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |
| Vested                                                                      | — |  |   | — |  |   | 148,705 |  |   | 5.78 |  |   | — |  |   | — |  |   | — |  |   | — |  |
| Exercised                                                                   | (322,061 | ) |   | 1.88 |  |   | (322,061 | ) |   | 1.88 |  |   | — |  |   | — |  |   | — |  |   | — |  |
| Canceled/forfeited                                                          | (20,000 | ) |   | 7.84 |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |
| Balance, December 31, 2011                                                  | 1,893,731 |  |   | $ | 4.15 |  |   | 1,607,307 |  |   | $ | 3.41 |  |   | — |  |   | $ | — |  |   | — |  |   | $ | — |  |
| Granted                                                                     | 125,000 |  |   | 7.97 |  |   | — |  |   | — |  |   | 185,000 |  |   | 8.00 |  |   | — |  |   | — |  |
| Vested                                                                      | — |  |   | — |  |   | 85,233 |  |   | 8.50 |  |   | — |  |   | — |  |   | — |  |   | — |  |
| Exercised                                                                   | (2,500 | ) |   | 7.84 |  |   | (2,500 | ) |   | 7.84 |  |   | — |  |   | — |  |   | — |  |   | — |  |
| Canceled/forfeited                                                          | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |   | — |  |
| Balance, December 31, 2012                                                  | 2,016,231 |  |   | $ | 4.38 |  |   | 1,690,040 |  |   | $ | 3.66 |  |   | 185,000 |  |   | $ | 8.00 |  |   | — |  |   | $ | — |  |
|                                                                        |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average remaining contractual term at December 31, 2012 (in years) | 5.0 |  |   |   |   | 4.2 |  |   |   |   | 9.5 |  |   |   |   | 0 |  |   |   |

|                      |
|----------------------|
|                      |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                 |   | Options Outstanding |   | Options Exercisable |
|  Exercise Price |   | Option Shares Outstanding | Weighted Average Remaining Contractual Life (years) | Weighted Average Exercise Price |   | Option Shares Outstanding | Weighted Average Remaining Contractual Life (years) | Weighted Average Exercise Price |
| $3.03                |   | 787,500 |  | 2.88 | $ | 3.03 |  |   | 787,500 |  | 2.88 |  | $ | 3.03 |  |
| 3.25                 |   | 757,963 |  | 4.82 | 3.25 |  |   | 757,963 |  | 4.82 |  | 3.25 |  |
| 7.84                 |   | 257,500 |  | 8.50 | 7.84 |  |   | 80,214 |  | 8.50 |  | 7.84 |  |
| 7.93                 |   | 15,000 |  | 9.75 | 7.93 |  |   | — |  | — |  | — |  |
| 7.97                 |   | 110,000 |  | 9.67 | 7.97 |  |   | — |  | — |  | — |  |
| 8.00                 |   | 185,000 |  | 9.50 | 8.00 |  |   | — |  | — |  | — |  |
| 11.00                |   | 88,268 |  | 7.96 | 11.00 |  |   | 64,363 |  | 7.96 |  | 11.00 |  |
| Totals               |   | 2,201,231 |  | 5.35 | $ | 4.69 |  |   | 1,690,040 |  | 4.21 |  | $ | 3.66 |  |

|                                                                                                       |
|-------------------------------------------------------------------------------------------------------|
|                                                                                                       |  |  |  |  |
| Information on time- and performance-based stock options, vested and expected to vest, is as follows: |   | At |
|                                                                                                  |   | December 31, 2012 |
| Number of shares vested and expected to vest                                                          |   | 2,188,170 |  |
| Weighted average remaining contractual life (in years)                                                |   | 5.3 |  |
| Weighted average exercise price per option (in dollars)                                               |   | $ | 4.66 |  |
| Intrinsic value                                                                                       |   | $ | 9,427 |  |

----

|                                                                                      |
|--------------------------------------------------------------------------------------|
|                                                                                      |  |  |  |  |  |  |  |  |  |  |  |
|                                                                                 | Years Ended December 31, |
|                                                                                 | 2012 |   | 2011 |   | 2010 |
| Weighted-average grant date fair value of stock options granted (in dollars)         | $ | 2.80 |  |   | $ | 2.92 |  |   | $ | 3.18 |  |
| Total stock options granted (in shares)                                              | 310,000 |  |   | 280,000 |  |   | 88,268 |  |
| Total fair value of stock options vested during the year                             | $ | 268 |  |   | $ | 268 |  |   | $ | 167 |  |
| Total intrinsic value of stock options exercised (1)                            | $ | — |  |   | $ | 2,920 |  |   | $ | 369 |  |
| Cash received from stock option exercises                                            | $ | 20 |  |   | $ | 607 |  |   | $ | 117 |  |
| Tax benefits realized from exercised stock options                                   | $ | — |  |   | $ | 45 |  |   | $ | 86 |  |
| Cash used to settle equity instruments granted under stock-based compensation awards | $ | — |  |   | $ | — |  |   | $ | — |  |
| New shares issued upon the exercise of stock options                                 | 2,500 |  |   | 322,061 |  |   | 44,185 |  |
| Outstanding stock options issued outside of existing plans (in shares)               | 272,338 |  |   | 272,338 |  |   | 296,724 |  |

|                       |
|-----------------------|
|                       |  |  |  |  |  |  |  |  |
|                  | Years Ended December 31, |
|                  | 2012 |   | 2011 |   | 2010 |
| Expected term (years) | 6.2 |  |   | 6.1 |  |   | 5.0 |  |
| Expected volatility   | 34.34 | % |   | 33.95 | % |   | 32.71 | % |
| Expected dividends    | — | % |   | — | % |   | — | % |
| Risk-free rate        | 0.91 | % |   | 2.22 | % |   | 2.06 | % |

|                                         |
|-----------------------------------------|
|                                         |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                    | Time-Based |   | Performance-Based |
|                                    | Shares |   | Weighted Average Grant Date Fair Value |   | Shares |   | Weighted Average Grant Date Fair Value |
| Shares outstanding at January 1, 2011   | 60,000 |  |   | $ | 11.00 |  |   | 100,000 |  |   | $ | 11.00 |  |
| Grants                                  | 7,000 |  |   | 7.64 |  |   | — |  |   | — |  |
| Vests                                   | (18,500 | ) |   | 10.36 |  |   | — |  |   | — |  |
| Forfeitures                             | (15,500 | ) |   | 10.90 |  |   | (19,139 | ) |   | 11.00 |  |
| Shares outstanding at December 31, 2011 | 33,000 |  |   | 10.69 |  |   | 80,861 |  |   | 11.00 |  |
| Grants                                  | 88,000 |  |   | 7.48 |  |   | — |  |   | — |  |
| Vests                                   | (18,000 | ) |   | 10.43 |  |   | — |  |   | — |  |
| Forfeitures                             | — |  |   | — |  |   | — |  |   | — |  |
| Shares outstanding at December 31, 2012 | 103,000 |  |   | $ | 8.00 |  |   | 80,861 |  |   | $ | 11.00 |  |

|                                      |
|--------------------------------------|
|                                      |  |  |  |  |  |  |  |  |  |  |  |
|                                 | Years Ended December 31, |
|                                 | 2012 |   | 2011 |   | 2010 |
| Personnel costs                      | $ | 661 |  |   | $ | 593 |  |   | $ | 167 |  |
| Other operating expenses             | 293 |  |   | 154 |  |   | 9 |  |
| Income tax benefit                   | (365 | ) |   | (286 | ) |   | (67 | ) |
| Net stock-based compensation expense | $ | 589 |  |   | $ | 461 |  |   | $ | 109 |  |

|                                                                                    |
|------------------------------------------------------------------------------------|
|                                                                                    |  |  |  |  |  |  |  |
| Additional information on total non-vested stock-based compensation is as follows: | At |
|                                                                               | December 31, 2012 |
|                                                                               | Stock Options |   | Restricted Stock Awards |
| Unrecognized compensation cost related to non-vested awards                        | $ | 1,180 |  |   | $ | 1,039 |  |
| Weighted-average recognition period (in years)                                     | 2.7 |  |   | 4.7 |  |

----

|                                                                                |
|--------------------------------------------------------------------------------|
|                                                                                |  |  |  |  |  |  |  |  |  |  |  |
| Information related to the Company's ESPP is as follows:                       | Years Ended December 31, |
|                                                                           | 2012 |   | 2011 |   | 2010 (1) |
| Common stock issued under the ESPP (in shares)                                 | 53,511 |  |   | 10,167 |  |   | — |  |
| Weighted-average purchase price per share by participant in the ESPP           | $ | 6.18 |  |   | $ | 5.68 |  |   | $ | — |  |
| Total cash proceeds received from the issuance of common shares under the ESPP | $ | 330 |  |   | $ | 100 |  |   | $ | — |  |
| ESPP compensation costs recognized                                             | $ | 90 |  |   | $ | 15 |  |   | $ | — |  |

----

|                                                                     |
|---------------------------------------------------------------------|
|                                                                     |  |  |  |  |  |  |  |
|                                                                | Years Ended December 31, |
|                                                                | 2012 |   | 2011 |
| Shares repurchased during the period                                | 508,080 |  |   | 471,554 |  |
| Total cost of shares repurchased during the period                  | $ | 3,923 |  |   | $ | 2,552 |  |
| Average price paid per share for shares purchased during the period | $ | 7.72 |  |   | $ | 5.41 |  |

----

|                                                                         |
|-------------------------------------------------------------------------|
|                                                                         |  |  |  |  |  |  |  |  |  |  |  |
| The Company's matching contributions to the 401(k) Plan are as follows: | Years Ended December 31, |
|                                                                    | 2012 |   | 2011 |   | 2010 |
| 401(k) matching contribution expense                                    | $ | — |  |   | $ | — |  |   | $ | 568 |  |

----

----

----

|                                                            |
|------------------------------------------------------------|
|                                                            |  |  |  |  |  |  |  |  |  |  |  |
| The provision for income taxes consisted of the following: | At December 31, |
|                                                       | 2012 |   | 2011 |   | 2010 |
|                                                       |   |   | As Restated |   | As Restated |
| Current                                                    | $ | 4,043 |  |   | $ | 5,419 |  |   | $ | 3,822 |  |
| Deferred                                                   | 4,252 |  |   | 1,721 |  |   | 4,337 |  |
| Income taxes                                               | $ | 8,295 |  |   | $ | 7,140 |  |   | $ | 8,159 |  |

|                                         |
|-----------------------------------------|
|                                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                    | Years Ended December 31, |
|                                    | 2012 | 2011 - As Restated |   | 2010 - As Restated |
|                                    | 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 | $ | 8,236 |  |   | 35.00 |  % |   | $ | 7,168 |  |   | 35.00 |  % |   | $ | 8,181 |  |   | 35.00 |  % |
| Effect of:                              |   |   |   |   |   |   |   |   |   |   |   |
| Small life deduction                    | (444 | ) |   | (1.89 | ) |   | (375 | ) |   | (1.83 | ) |   | (465 | ) |   | (1.99 | ) |
| Non-deductible expenses                 | 51 |  |   | 0.22 |  |   | 267 |  |   | 1.30 |  |   | 179 |  |   | 0.77 |  |
| Non-deductible preferred dividends      | — |  |   | — |  |   | 105 |  |   | 0.51 |  |   | 301 |  |   | 1.29 |  |
| Tax exempt interest                     | (123 | ) |   | (0.52 | ) |   | (120 | ) |   | (0.59 | ) |   | (117 | ) |   | (0.50 | ) |
| State taxes                             | 535 |  |   | 2.27 |  |   | 339 |  |   | 1.66 |  |   | 597 |  |   | 2.55 |  |
| Goodwill amortization                   | — |  |   | — |  |   | — |  |   | — |  |   | (243 | ) |   | (1.04 | ) |
| Prior year tax true up                  | 98 |  |   | 0.42 |  |   | (506 | ) |   | (2.47 | ) |   | (647 | ) |   | (2.77 | ) |
| Other, net                              | (58 | ) |   | (0.25 | ) |   | 262 |  |   | 1.28 |  |   | 373 |  |   | 1.60 |  |
| Income tax expense                      | $ | 8,295 |  |   | 35.25 |  % |   | $ | 7,140 |  |   | 34.86 |  % |   | $ | 8,159 |  |   | 34.91 |  % |

|                                                                |
|----------------------------------------------------------------|
|                                                                |  |  |  |  |  |  |  |
| The components of the Company's deferred taxes are as follows: | At December 31, |
|                                                           | 2012 |   | 2011 |
| Gross deferred tax assets                                      |   |   | As Restated |
|    Unearned premiums                            | $ | 4,852 |  |   | $ | 4,825 |  |
|    Deferred revenue                             | 8,002 |  |   | 8,140 |  |
|    Net operating loss carryforward              | 516 |  |   | 1,413 |  |
|    Unrealized loss on interest rate swap        | 1,636 |  |   | 1,260 |  |
|    Research credit                              | 671 |  |   | 676 |  |
|    Unpaid claims                                | 146 |  |   | 634 |  |
|    Deferred compensation                        | 483 |  |   | 248 |  |
|    Bad debt allowance                           | 238 |  |   | 118 |  |
| Other deferred assets                                          | 108 |  |   | 71 |  |
| Total gross deferred tax assets                                | 16,652 |  |   | 17,385 |  |
| Gross deferred tax liabilities                                 |   |   |   |
| Deferred acquisition costs                                     | 20,250 |  |   | 19,235 |  |
| Other intangible assets                                        | 14,218 |  |   | 14,170 |  |
| Advanced commissions                                           | 4,204 |  |   | 2,759 |  |
| Depreciation on property and equipment                         | 5,246 |  |   | 4,642 |  |
| Unrealized gains on investments                                | 1,290 |  |   | 424 |  |
| Other basis differences in investments                         | 65 |  |   | 77 |  |
| Other deferred tax liabilities                                 | 37 |  |   | 47 |  |
| Total gross deferred tax liabilities                           | 45,310 |  |   | 41,354 |  |
| Deferred income taxes, net                                     | $ | 28,658 |  |   | $ | 23,969 |  |

----

----

|                                                                       |
|-----------------------------------------------------------------------|
|                                                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| The carrying and fair values of financial instruments are as follows: | At |
|                                                                  | December 31, 2012 |   | December 31, 2011 |
|                                                                  | Carrying Value |   | Fair Value |   | Carrying Value |   | Fair Value |
| Financial assets:                                                     |   |   |   |   | As Restated |   | As Restated |
| Cash and cash equivalents                                             | $ | 15,209 |  |   | $ | 15,209 |  |   | $ | 31,339 |  |   | $ | 31,339 |  |
| Fixed maturity securities:                                            |   |   |   |   |   |   |   |
| Obligations of the U.S. Treasury and U.S. Government agencies         | 23,178 |  |   | 23,178 |  |   | 26,360 |  |   | 26,360 |  |
| Municipal securities                                                  | 17,041 |  |   | 17,041 |  |   | 17,992 |  |   | 17,992 |  |
| Corporate securities                                                  | 70,008 |  |   | 70,008 |  |   | 47,472 |  |   | 47,472 |  |
| Mortgage-backed securities                                            | 289 |  |   | 289 |  |   | 1,298 |  |   | 1,298 |  |
| Asset-backed securities                                               | 125 |  |   | 125 |  |   | 387 |  |   | 387 |  |
| Equity securities:                                                    |   |   |   |   |   |   |   |
| Common stock - publicly traded                                        | 42 |  |   | 42 |  |   | 39 |  |   | 39 |  |
| Preferred stock - publicly traded                                     | 5,107 |  |   | 5,107 |  |   | 52 |  |   | 52 |  |
| Common stock - non-publicly traded                                    | 58 |  |   | 58 |  |   | 114 |  |   | 114 |  |
| Preferred stock - non-publicly traded                                 | 1,013 |  |   | 1,013 |  |   | 1,014 |  |   | 1,014 |  |
| Notes receivable                                                      | 11,290 |  |   | 11,290 |  |   | 3,603 |  |   | 3,603 |  |
| Accounts and premiums receivable, net                                 | 27,026 |  |   | 27,026 |  |   | 19,690 |  |   | 19,690 |  |
| Other receivables                                                     | 13,511 |  |   | 13,511 |  |   | 9,465 |  |   | 9,465 |  |
| Short-term investments                                                | 1,222 |  |   | 1,222 |  |   | 1,070 |  |   | 1,070 |  |
| Total financial assets                                                | $ | 185,119 |  |   | $ | 185,119 |  |   | $ | 159,895 |  |   | $ | 159,895 |  |
|                                                                  |   |   |   |   |   |   |   |
| Financial liabilities:                                                |   |   |   |   |   |   |   |
| Notes payable                                                         | $ | 89,438 |  |   | $ | 89,438 |  |   | $ | 73,000 |  |   | $ | 73,000 |  |
| Preferred trust securities                                            | 35,000 |  |   | 35,000 |  |   | 35,000 |  |   | 35,000 |  |
| Interest rate swap                                                    | 4,338 |  |   | 4,338 |  |   | 3,601 |  |   | 3,601 |  |
| Total financial liabilities                                           | $ | 128,776 |  |   | $ | 128,776 |  |   | $ | 111,601 |  |   | $ | 111,601 |  |

----

|                                                               |
|---------------------------------------------------------------|
|                                                               |  |  |  |  |  |  |  |  |  |  |  |  |
| 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 |  | $ | 6,329 |  | $ | 110,631 |  | $ | 1,123 |  |
|                                                          |   |   |   |   |
| Financial Liabilities:                                        |   |   |   |   |
| Interest rate swap                                            | $ | 4,338 |  | $ | — |  | $ | 4,338 |  | $ | — |  |

|                                                               |
|---------------------------------------------------------------|
|                                                               |  |  |  |  |  |  |  |  |  |  |  |  |
| At December 31, 2011                                          |   | 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 | $ | 26,360 |  | $ | — |  | $ | 26,360 |  | $ | — |  |
| Municipal securities                                          | 17,992 |  | — |  | 17,992 |  | — |  |
| Corporate securities                                          | 47,472 |  | — |  | 47,396 |  | 76 |  |
| Mortgage-backed securities                                    | 1,298 |  | — |  | 1,298 |  | — |  |
| Asset-backed securities                                       | 387 |  | — |  | 387 |  | — |  |
| Equity securities:                                            |   |   |   |   |
| Common stock - publicly traded                                | 39 |  | 39 |  | — |  | — |  |
| Preferred stock - publicly traded                             | 52 |  | 52 |  | — |  | — |  |
| Common stock - non-publicly traded                            | 114 |  | — |  | — |  | 114 |  |
| Preferred stock - non-publicly traded                         | 1,014 |  | — |  | — |  | 1,014 |  |
| Short-term investments                                        | 1,070 |  | 1,070 |  | — |  | — |  |
| Total Assets                                                  | $ | 95,798 |  | $ | 1,161 |  | $ | 93,433 |  | $ | 1,204 |  |
|                                                          |   |   |   |   |
| Financial Liabilities:                                        |   |   |   |   |
| Interest rate swap                                            | $ | 3,601 |  | $ | — |  | $ | 3,601 |  | $ | — |  |

----

|                                                                                           |
|-------------------------------------------------------------------------------------------|
|                                                                                           |  |  |  |  |  |  |  |
| The following table summarizes the changes in Level 3 assets measured at fair value: | For the Years Ended December 31, |
|                                                                                      | 2012 |   | 2011 |
| Beginning balance, January 1,                                                             | $ | 1,204 |  |   | $ | 1,425 |  |
| Total investment gains or losses (realized/unrealized):                                   |   |   |   |
| Included in net income                                                                    | — |  |   | 319 |  |
| Included in other comprehensive (loss)                                                    | (31 | ) |   | (120 | ) |
| Sales                                                                                     | (47 | ) |   | (522 | ) |
| Transfers (out of) into Level 3                                                           | (3 | ) |   | 102 |  |
| Ending balance, December 31,                                                              | $ | 1,123 |  |   | $ | 1,204 |  |

----

|                         |
|-------------------------|
|                         |  |  |  |  |  |  |  |
|                    | For the Years Ended December 31, |
|                    | 2012 |   | 2011 |
| Ordinary dividends      | $ | 2,783 |  |   | $ | 6,956 |  |
| Extraordinary dividends | — |  |   | 830 |  |
| Total dividends         | $ | 2,783 |  |   | $ | 7,786 |  |

|                                                                                 |
|---------------------------------------------------------------------------------|
|                                                                                 |  |  |  |  |  |  |  |
|                                                                            | At December 31, |
|                                                                            | 2012 |   | 2011 |
| Combined statutory capital and surplus of the Company's insurance subsidiaries  | $ | 53,885 |  |   | $ | 50,230 |  |
|                                                                            |   |   |   |
| Required minimum statutory capital and surplus                                  | $ | 15,300 |  |   | $ | 15,300 |  |
|                                                                            |  |  |   |  |  |
| Amount available for ordinary dividends of the Company's insurance subsidiaries | $ | 4,500 |  |   | $ | 2,344 |  |

----

----

----

----

|                                                          |
|----------------------------------------------------------|
|                                                          |  |  |  |  |  |  |  |  |  |  |  |
|                                                     | For the Years Ended December 31, |
|                                                     | 2012 |   | 2011 |   | 2010 |
|                                                     |   |   | As Restated |   | As Restated |
| Segment Net Revenue                                      |   |   |   |   |   |
| Payment Protection                                       |   |   |   |   |   |
| Service and administrative fees                          | $ | 70,365 |  |   | $ | 76,244 |  |   | $ | 34,568 |  |
| Ceding commission                                        | 34,825 |  |   | 29,495 |  |   | 28,767 |  |
| Net investment income                                    | 3,068 |  |   | 3,368 |  |   | 4,073 |  |
| Net realized investment gains (losses)                   | 3 |  |   | 4,193 |  |   | 650 |  |
| Other income                                             | 269 |  |   | 170 |  |   | 230 |  |
| Net earned premium                                       | 127,625 |  |   | 115,503 |  |   | 111,805 |  |
| Net losses and loss adjustment expenses                  | (40,219 | ) |   | (37,949 | ) |   | (36,035 | ) |
| Member benefit claims                                    | (4,642 | ) |   | (4,409 | ) |   | (466 | ) |
| Commissions                                              | (128,741 | ) |   | (126,918 | ) |   | (92,646 | ) |
| Total Payment Protection Net Revenue                     | 62,553 |  |   | 59,697 |  |   | 50,946 |  |
| BPO                                                      | 18,424 |  |   | 15,584 |  |   | 17,069 |  |
| Brokerage                                                |   |   |   |   |   |
| Brokerage commissions and fees                           | 35,306 |  |   | 34,396 |  |   | 24,620 |  |
| Service and administrative fees                          | 1,761 |  |   | 2,636 |  |   | 4,617 |  |
| Total Brokerage                                          | 37,067 |  |   | 37,032 |  |   | 29,237 |  |
| Total segment net revenue                                | 118,044 |  |   | 112,313 |  |   | 97,252 |  |
|                                                     |   |   |   |   |   |
| Operating Expenses                                       |   |   |   |   |   |
| Payment Protection                                       | 36,420 |  |   | 33,514 |  |   | 25,126 |  |
| BPO                                                      | 14,227 |  |   | 11,598 |  |   | 10,002 |  |
| Brokerage (1)                                            | 28,355 |  |   | 29,289 |  |   | 23,529 |  |
| Corporate                                                | — |  |   | 1,763 |  |   | 2,130 |  |
| Total operating expenses                                 | 79,002 |  |   | 76,164 |  |   | 60,787 |  |
|                                                     |   |   |   |   |   |
| EBITDA                                                   |   |   |   |   |   |
| Payment Protection                                       | 26,133 |  |   | 26,183 |  |   | 25,820 |  |
| BPO                                                      | 4,197 |  |   | 3,986 |  |   | 7,067 |  |
| Brokerage (1)                                            | 8,712 |  |   | 7,743 |  |   | 5,708 |  |
| Corporate                                                | — |  |   | (1,763 | ) |   | (2,130 | ) |
| Total EBITDA                                             | 39,042 |  |   | 36,149 |  |   | 36,465 |  |
|                                                     |   |   |   |   |   |
| Depreciation and Amortization                            |   |   |   |   |   |
| Payment Protection                                       | 3,590 |  |   | 4,205 |  |   | 2,352 |  |
| BPO                                                      | 2,290 |  |   | 1,124 |  |   | 598 |  |
| Brokerage                                                | 3,006 |  |   | 2,700 |  |   | 1,678 |  |
| Total depreciation and amortization                      | 8,886 |  |   | 8,029 |  |   | 4,628 |  |
|                                                     |   |   |   |   |   |
| Interest Expense                                         |   |   |   |   |   |
| Payment Protection                                       | 4,146 |  |   | 4,649 |  |   | 7,197 |  |
| BPO                                                      | 1,035 |  |   | 419 |  |   | 433 |  |
| Brokerage                                                | 1,443 |  |   | 2,573 |  |   | 834 |  |
| Total interest expense                                   | 6,624 |  |   | 7,641 |  |   | 8,464 |  |
|                                                     |   |   |   |   |   |
| Income before income taxes and non-controlling interests |   |   |   |   |   |

----

|                                                                   |
|-------------------------------------------------------------------|
|                                                                   |  |  |  |  |  |  |  |  |  |  |  |
|                                                              | For the Years Ended December 31, |
|                                                              | 2012 |   | 2011 |   | 2010 |
|                                                              |   |   | As Restated |   | As Restated |
| Payment Protection                                                | 18,397 |  |   | 17,329 |  |   | 16,271 |  |
| BPO                                                               | 872 |  |   | 2,443 |  |   | 6,036 |  |
| Brokerage (1)                                                     | 4,263 |  |   | 2,470 |  |   | 3,196 |  |
| Corporate                                                         | — |  |   | (1,763 | ) |   | (2,130 | ) |
| Total income before income taxes and non-controlling interests    | 23,532 |  |   | 20,479 |  |   | 23,373 |  |
| Income taxes                                                      | 8,295 |  |   | 7,140 |  |   | 8,159 |  |
| Less: net income (loss) attributable to non-controlling interests | 72 |  |   | (170 | ) |   | 20 |  |
| Net income                                                        | $ | 15,165 |  |   | $ | 13,509 |  |   | $ | 15,194 |  |

|                                                                                       |
|---------------------------------------------------------------------------------------|
|                                                                                       |  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income  | For the Years Ended December 31, |
|                                                                                  | 2012 |   | 2011 |   | 2010 |
|                                                                                  |   |   | As Restated |   | As Restated |
| Segment Net Revenue                                                                   |   |   |   |   |   |
| Payment Protection                                                                    | $ | 62,553 |  |   | $ | 59,697 |  |   | $ | 50,946 |  |
| BPO                                                                                   | 18,424 |  |   | 15,584 |  |   | 17,069 |  |
| Brokerage                                                                             | 37,067 |  |   | 37,032 |  |   | 29,237 |  |
| Segment net revenues                                                                  | 118,044 |  |   | 112,313 |  |   | 97,252 |  |
| Net losses and loss adjustment expenses                                               | 40,219 |  |   | 37,949 |  |   | 36,035 |  |
| Member benefit claims                                                                 | 4,642 |  |   | 4,409 |  |   | 466 |  |
| Commissions                                                                           | 128,741 |  |   | 126,918 |  |   | 92,646 |  |
| Total segment revenue                                                                 | 291,646 |  |   | 281,589 |  |   | 226,399 |  |
|                                                                                  |   |   |   |   |   |
| Operating Expenses                                                                    |   |   |   |   |   |
| Payment Protection                                                                    | 36,420 |  |   | 33,514 |  |   | 25,126 |  |
| BPO                                                                                   | 14,227 |  |   | 11,598 |  |   | 10,002 |  |
| Brokerage (1)                                                                         | 28,355 |  |   | 29,289 |  |   | 23,529 |  |
| Corporate                                                                             | — |  |   | 1,763 |  |   | 2,130 |  |
| Total operating expenses                                                              | 79,002 |  |   | 76,164 |  |   | 60,787 |  |
| Net losses and loss adjustment expenses                                               | 40,219 |  |   | 37,949 |  |   | 36,035 |  |
| Member benefit claims                                                                 | 4,642 |  |   | 4,409 |  |   | 466 |  |
| Commissions                                                                           | 128,741 |  |   | 126,918 |  |   | 92,646 |  |
| Total operating expenses before depreciation, amortization and interest expense       | 252,604 |  |   | 245,440 |  |   | 189,934 |  |
|                                                                                  |   |   |   |   |   |
| EBITDA                                                                                |   |   |   |   |   |
| Payment Protection                                                                    | 26,133 |  |   | 26,183 |  |   | 25,820 |  |
| BPO                                                                                   | 4,197 |  |   | 3,986 |  |   | 7,067 |  |
| Brokerage (1)                                                                    | 8,712 |  |   | 7,743 |  |   | 5,708 |  |
| Corporate                                                                             | — |  |   | (1,763 | ) |   | (2,130 | ) |
| Total EBITDA                                                                          | 39,042 |  |   | 36,149 |  |   | 36,465 |  |
|                                                                                  |   |   |   |   |   |
| Depreciation and amortization                                                         |   |   |   |   |   |
| Payment Protection                                                                    | 3,590 |  |   | 4,205 |  |   | 2,352 |  |
| BPO                                                                                   | 2,290 |  |   | 1,124 |  |   | 598 |  |

----

|                                                                                       |
|---------------------------------------------------------------------------------------|
|                                                                                       |  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income  | For the Years Ended December 31, |
|                                                                                  | 2012 |   | 2011 |   | 2010 |
|                                                                                  |   |   | As Restated |   | As Restated |
| Brokerage                                                                             | 3,006 |  |   | 2,700 |  |   | 1,678 |  |
| Total depreciation and amortization                                                   | 8,886 |  |   | 8,029 |  |   | 4,628 |  |
|                                                                                  |   |   |   |   |   |
| Interest Expense                                                                      |   |   |   |   |   |
| Payment Protection                                                                    | 4,146 |  |   | 4,649 |  |   | 7,197 |  |
| BPO                                                                                   | 1,035 |  |   | 419 |  |   | 433 |  |
| Brokerage                                                                             | 1,443 |  |   | 2,573 |  |   | 834 |  |
| Total interest expense                                                                | 6,624 |  |   | 7,641 |  |   | 8,464 |  |
|                                                                                  |   |   |   |   |   |
| Income (loss) before income taxes and non-controlling interests                       |   |   |   |   |   |
| Payment Protection                                                                    | 18,397 |  |   | 17,329 |  |   | 16,271 |  |
| BPO                                                                                   | 872 |  |   | 2,443 |  |   | 6,036 |  |
| Brokerage (1)                                                                         | 4,263 |  |   | 2,470 |  |   | 3,196 |  |
| Corporate                                                                             | — |  |   | (1,763 | ) |   | (2,130 | ) |
| Total income before income taxes and non-controlling interests                        | 23,532 |  |   | 20,479 |  |   | 23,373 |  |
| Income taxes                                                                          | 8,295 |  |   | 7,140 |  |   | 8,159 |  |
| Less: net income (loss) attributable to non-controlling interests                     | 72 |  |   | (170 | ) |   | 20 |  |
| Net income                                                                            | $ | 15,165 |  |   | $ | 13,509 |  |   | 15,194 |  |

----

----

|                                                     |
|-----------------------------------------------------|
|                                                     |  |  |  |  |  |  |  |  |  |  |  |
|                                                | For the Years Ended December 31, |
|                                                | 2012 |   | 2011 |   | 2010 |
| Income recorded by the Company from related parties | $ | 218 |  |   | $ | — |  |   | $ | — |  |
|                                                |   |   |   |   |   |
| Related party interest expense                      | $ | — |  |   | $ | — |  |   | $ | 2,769 |  |
|                                                |   |   |   |   |   |
|                                                |  |   | At |
|                                                |   |   | December 31, 2012 |   | December 31, 2011 |
| Accounts receivable from related parties            |   |   | $ | — |  |   | $ | 125 |  |
|                                                |   |   |   |   |   |
| Notes receivable from related parties               |  |  |   | $ | 6,269 |  |   | $ | — |  |

----

----

----

|                                                           |
|-----------------------------------------------------------|
|                                                           |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                      | 2012 |
|                                                      | First Quarter |   | Second Quarter |   | Third Quarter |   | Fourth Quarter |
|                                                      | As Restated |   | As Restated |   | As Restated |   |   |
| Revenues                                                  | $ | 71,139 |  |   | $ | 70,313 |  |   | $ | 76,376 |  |   | $ | 70,747 |  |
| Net investment income                                     | 743 |  |   | 732 |  |   | 744 |  |   | 849 |  |
| Net realized (losses) gains on the sale of investments    | (3 | ) |   | 13 |  |   | (16 | ) |   | 9 |  |
| Total revenues                                            | 71,879 |  |   | 71,058 |  |   | 77,104 |  |   | 71,605 |  |
| Total expenses                                            | 66,560 |  |   | 64,991 |  |   | 70,654 |  |   | 65,909 |  |
| Income before income taxes and non-controlling interest   | 5,319 |  |   | 6,067 |  |   | 6,450 |  |   | 5,696 |  |
| Income taxes                                              | 1,887 |  |   | 2,108 |  |   | 2,397 |  |   | 1,903 |  |
| Income before non-controlling interest                    | 3,432 |  |   | 3,959 |  |   | 4,053 |  |   | 3,793 |  |
| Less: net income attributable to non-controlling interest | 18 |  |   | 15 |  |   | 29 |  |   | 10 |  |
| Net income                                                | $ | 3,414 |  |   | $ | 3,944 |  |   | $ | 4,024 |  |   | $ | 3,783 |  |
| Earnings per share:                                       |   |   |   |   |   |   |   |
| Basic                                                     | $ | 0.17 |  |   | $ | 0.20 |  |   | $ | 0.21 |  |   | $ | 0.19 |  |
| Diluted                                                   | $ | 0.16 |  |   | $ | 0.19 |  |   | $ | 0.20 |  |   | $ | 0.18 |  |
| Weighted average common shares outstanding                |   |   |   |   |   |   |   |
| Basic                                                     | 19,904,819 |  |   | 19,705,276 |  |   | 19,531,694 |  |   | 19,507,733 |  |
| Diluted                                                   | 20,739,196 |  |   | 20,632,233 |  |   | 20,463,238 |  |   | 20,507,329 |  |

|                                                                  |
|------------------------------------------------------------------|
|                                                                  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                             | 2011 |
|                                                             | First Quarter |   | Second Quarter |   | Third Quarter |   | Fourth Quarter |
|                                                             | As Restated |   | As Restated |   | As Restated |   | As Restated |
| Revenues                                                         | $ | 65,736 |  |   | $ | 64,146 |  |   | $ | 71,285 |  |   | $ | 72,861 |  |
| Net investment income                                            | 941 |  |   | 894 |  |   | 801 |  |   | 732 |  |
| Net realized gains on the sale of investments                    | 95 |  |   | 1,132 |  |   | 1,196 |  |   | 1,770 |  |
| Total revenues                                                   | 66,772 |  |   | 66,172 |  |   | 73,282 |  |   | 75,363 |  |
| Total expenses                                                   | 62,018 |  |   | 64,130 |  |   | 67,075 |  |   | 67,887 |  |
| Income before income taxes and non-controlling interest          | 4,754 |  |   | 2,042 |  |   | 6,207 |  |   | 7,476 |  |
| Income taxes                                                     | 1,609 |  |   | 750 |  |   | 2,209 |  |   | 2,572 |  |
| Income before non-controlling interest                           | 3,145 |  |   | 1,292 |  |   | 3,998 |  |   | 4,904 |  |
| Less: net (loss) income attributable to non-controlling interest | (174 | ) |   | 2 |  |   | 1 |  |   | 1 |  |
| Net income                                                       | $ | 3,319 |  |   | $ | 1,290 |  |   | $ | 3,997 |  |   | $ | 4,903 |  |
| Earnings per share:                                              |   |   |   |   |   |   |   |
| Basic                                                            | $ | 0.16 |  |   | $ | 0.06 |  |   | $ | 0.20 |  |   | $ | 0.24 |  |
| Diluted                                                          | $ | 0.15 |  |   | $ | 0.06 |  |   | $ | 0.19 |  |   | $ | 0.24 |  |
| Weighted average common shares outstanding                       |   |   |   |   |   |   |   |
| Basic                                                            | 20,464,592 |  |   | 20,510,254 |  |   | 20,404,441 |  |   | 20,343,038 |  |
| Diluted                                                          | 21,668,333 |  |   | 21,592,418 |  |   | 21,214,365 |  |   | 20,955,690 |  |

----

----

|                                                            |
|------------------------------------------------------------|
|                                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                       | For the Three Months Ended |   | For the Three Months Ended |
|                                                       | March 31, 2012 |   | June 30, 2012 |
|                                                       | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Revenues:                                                  |   |   |   |   |   |   |   |
| Service and administrative fees                            | $ | 9,340 |  | $ | 13,171 |  | $ | 22,511 |  |   | $ | 9,394 |  | $ | 12,392 |  | $ | 21,786 |  |
| Brokerage commissions and fees                             | 9,520 |  | — |  | 9,520 |  |   | 9,364 |  | — |  | 9,364 |  |
| Ceding commission                                          | 7,064 |  | — |  | 7,064 |  |   | 7,210 |  | — |  | 7,210 |  |
| Net investment income                                      | 743 |  | — |  | 743 |  |   | 732 |  | — |  | 732 |  |
| Net realized investment (losses) gains                     | (3 | ) | — |  | (3 | ) |   | 13 |  | — |  | 13 |  |
| Net earned premium                                         | 31,972 |  | — |  | 31,972 |  |   | 31,905 |  | — |  | 31,905 |  |
| Other income                                               | 72 |  | — |  | 72 |  |   | 48 |  | — |  | 48 |  |
| Total revenues                                             | 58,708 |  | 13,171 |  | 71,879 |  |   | 58,666 |  | 12,392 |  | 71,058 |  |
|                                                       |   |   |   |   |   |   |   |
| Expenses:                                                  |   |   |   |   |   |   |   |
| Net losses and loss adjustment expenses                    | 11,266 |  | — |  | 11,266 |  |   | 9,576 |  | — |  | 9,576 |  |
| Member benefit claims                                      | — |  | 1,303 |  | 1,303 |  |   | — |  | 1,098 |  | 1,098 |  |
| Commissions                                                | 20,039 |  | 11,949 |  | 31,988 |  |   | 19,892 |  | 11,390 |  | 31,282 |  |
| Personnel costs                                            | 11,392 |  | — |  | 11,392 |  |   | 12,367 |  | — |  | 12,367 |  |
| Other operating expenses                                   | 6,739 |  | — |  | 6,739 |  |   | 6,937 |  | — |  | 6,937 |  |
| Depreciation and amortization                              | 738 |  | — |  | 738 |  |   | 975 |  | — |  | 975 |  |
| Amortization of intangibles                                | 1,482 |  | — |  | 1,482 |  |   | 1,166 |  | — |  | 1,166 |  |
| Interest expense                                           | 1,652 |  | — |  | 1,652 |  |   | 1,590 |  | — |  | 1,590 |  |
| Total expenses                                             | 53,308 |  | 13,252 |  | 66,560 |  |   | 52,503 |  | 12,488 |  | 64,991 |  |
| Income before income taxes and non-controlling interests   | 5,400 |  | (81 | ) | 5,319 |  |   | 6,163 |  | (96 | ) | 6,067 |  |
| Income taxes                                               | 1,919 |  | (32 | ) | 1,887 |  |   | 2,146 |  | (38 | ) | 2,108 |  |
| Income before non-controlling interests                    | 3,481 |  | (49 | ) | 3,432 |  |   | 4,017 |  | (58 | ) | 3,959 |  |
| Less: net income attributable to non-controlling interests | 18 |  | — |  | 18 |  |   | 15 |  | — |  | 15 |  |
| Net income                                                 | $ | 3,463 |  | $ | (49 | ) | $ | 3,414 |  |   | $ | 4,002 |  | $ | (58 | ) | $ | 3,944 |  |
|                                                       |   |   |   |   |   |   |   |
| Earnings per share:                                        |   |   |   |   |   |   |   |
| Basic                                                      | $ | 0.17 |  | $ | — |  | $ | 0.17 |  |   | $ | 0.20 |  | $ | — |  | $ | 0.20 |  |
| Diluted                                                    | $ | 0.17 |  | $ | (0.01 | ) | $ | 0.16 |  |   | $ | 0.19 |  | $ | — |  | $ | 0.19 |  |
| Weighted average common shares outstanding:                |   |   |   |   |   |   |   |
| Basic                                                      | 19,904,819 |  |   | 19,904,819 |  |   | 19,705,276 |  |   | 19,705,276 |  |
| Diluted                                                    | 20,739,196 |  |   | 20,739,196 |  |   | 20,632,233 |  |   | 20,632,233 |  |

----

|                                                            |
|------------------------------------------------------------|
|                                                            |  |  |  |  |  |  |  |  |  |
|                                                       | For the Three Months Ended |
|                                                       | September 30, 2012 |
|                                                       | As Previously Reported | Adjustment | As Restated |
| Revenues:                                                  |   |   |   |
| Service and administrative fees                            | $ | 10,056 |  | $ | 12,842 |  | $ | 22,898 |  |
| Brokerage commissions and fees                             | 8,411 |  | — |  | 8,411 |  |
| Ceding commission                                          | 11,122 |  | — |  | 11,122 |  |
| Net investment income                                      | 744 |  | — |  | 744 |  |
| Net realized investment (losses)                           | (16 | ) | — |  | (16 | ) |
| Net earned premium                                         | 33,893 |  | — |  | 33,893 |  |
| Other income                                               | 52 |  | — |  | 52 |  |
| Total revenues                                             | 64,262 |  | 12,842 |  | 77,104 |  |
|                                                       |   |   |   |
| Expenses:                                                  |   |   |   |
| Net losses and loss adjustment expenses                    | 11,430 |  | — |  | 11,430 |  |
| Member benefit claims                                      | — |  | 1,157 |  | 1,157 |  |
| Commissions                                                | 21,548 |  | 11,829 |  | 33,377 |  |
| Personnel costs                                            | 12,708 |  | — |  | 12,708 |  |
| Other operating expenses                                   | 7,959 |  | — |  | 7,959 |  |
| Depreciation and amortization                              | 871 |  | — |  | 871 |  |
| Amortization of intangibles                                | 1,127 |  | — |  | 1,127 |  |
| Interest expense                                           | 2,025 |  | — |  | 2,025 |  |
| Total expenses                                             | 57,668 |  | 12,986 |  | 70,654 |  |
| Income before income taxes and non-controlling interests   | 6,594 |  | (144 | ) | 6,450 |  |
| Income taxes                                               | 2,455 |  | (58 | ) | 2,397 |  |
| Income before non-controlling interests                    | 4,139 |  | (86 | ) | 4,053 |  |
| Less: net income attributable to non-controlling interests | 29 |  | — |  | 29 |  |
| Net income                                                 | $ | 4,110 |  | $ | (86 | ) | $ | 4,024 |  |
|                                                       |   |   |   |
| Earnings per share:                                        |   |   |   |
| Basic                                                      | $ | 0.21 |  | $ | — |  | $ | 0.21 |  |
| Diluted                                                    | $ | 0.20 |  | $ | — |  | $ | 0.20 |  |
| Weighted average common shares outstanding:                |   |   |   |
| Basic                                                      | 19,531,694 |  |   | 19,531,694 |  |
| Diluted                                                    | 20,463,238 |  |   | 20,463,238 |  |

----

|                                                                   |
|-------------------------------------------------------------------|
|                                                                   |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                              | For the Three Months Ended |   | For the Three Months Ended |
|                                                              | March 31, 2011 |   | June 30, 2011 |
|                                                              | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Revenues:                                                         |   |   |   |   |   |   |   |
| Service and administrative fees                                   | $ | 9,116 |  | $ | 12,076 |  | $ | 21,192 |  |   | $ | 8,800 |  | $ | 12,321 |  | $ | 21,121 |  |
| Brokerage commissions and fees                                    | 7,867 |  | — |  | 7,867 |  |   | 9,208 |  | — |  | 9,208 |  |
| Ceding commission                                                 | 8,158 |  | — |  | 8,158 |  |   | 6,243 |  | — |  | 6,243 |  |
| Net investment income                                             | 941 |  | — |  | 941 |  |   | 894 |  | — |  | 894 |  |
| Net realized investment gains                                     | 95 |  | — |  | 95 |  |   | 1,132 |  | — |  | 1,132 |  |
| Net earned premium                                                | 28,437 |  | — |  | 28,437 |  |   | 27,536 |  | — |  | 27,536 |  |
| Other income                                                      | 82 |  | — |  | 82 |  |   | 38 |  | — |  | 38 |  |
| Total revenues                                                    | 54,696 |  | 12,076 |  | 66,772 |  |   | 53,851 |  | 12,321 |  | 66,172 |  |
|                                                              |   |   |   |   |   |   |   |
| Expenses:                                                         |   |   |   |   |   |   |   |
| Net losses and loss adjustment expenses                           | 9,373 |  | — |  | 9,373 |  |   | 9,251 |  | — |  | 9,251 |  |
| Member benefit claims                                             | — |  | 867 |  | 867 |  |   | — |  | 1,309 |  | 1,309 |  |
| Commissions                                                       | 18,517 |  | 11,389 |  | 29,906 |  |   | 17,323 |  | 11,404 |  | 28,727 |  |
| Personnel costs                                                   | 10,992 |  | — |  | 10,992 |  |   | 11,428 |  | — |  | 11,428 |  |
| Other operating expenses                                          | 7,214 |  | — |  | 7,214 |  |   | 9,298 |  | — |  | 9,298 |  |
| Depreciation and amortization                                     | 583 |  | — |  | 583 |  |   | 814 |  | — |  | 814 |  |
| Amortization of intangibles                                       | 1,052 |  | — |  | 1,052 |  |   | 1,378 |  | — |  | 1,378 |  |
| Interest expense                                                  | 2,031 |  | — |  | 2,031 |  |   | 1,925 |  | — |  | 1,925 |  |
| Total expenses                                                    | 49,762 |  | 12,256 |  | 62,018 |  |   | 51,417 |  | 12,713 |  | 64,130 |  |
| Income before income taxes and non-controlling interests          | 4,934 |  | (180 | ) | 4,754 |  |   | 2,434 |  | (392 | ) | 2,042 |  |
| Income taxes                                                      | 1,681 |  | (72 | ) | 1,609 |  |   | 907 |  | (157 | ) | 750 |  |
| Income before non-controlling interests                           | 3,253 |  | (108 | ) | 3,145 |  |   | 1,527 |  | (235 | ) | 1,292 |  |
| Less: net (loss) income attributable to non-controlling interests | (174 | ) | — |  | (174 | ) |   | 2 |  | — |  | 2 |  |
| Net income                                                        | $ | 3,427 |  | $ | (108 | ) | $ | 3,319 |  |   | $ | 1,525 |  | $ | (235 | ) | $ | 1,290 |  |
|                                                              |   |   |   |   |   |   |   |
| Earnings per share:                                               |   |   |   |   |   |   |   |
| Basic                                                             | $ | 0.17 |  | $ | (0.01 | ) | $ | 0.16 |  |   | $ | 0.07 |  | $ | (0.01 | ) | $ | 0.06 |  |
| Diluted                                                           | $ | 0.16 |  | $ | (0.01 | ) | $ | 0.15 |  |   | $ | 0.07 |  | $ | (0.01 | ) | $ | 0.06 |  |
| Weighted average common shares outstanding:                       |   |   |   |   |   |   |   |
| Basic                                                             | 20,464,592 |  |   | 20,464,592 |  |   | 20,510,254 |  |   | 20,510,254 |  |
| Diluted                                                           | 21,668,333 |  |   | 21,668,333 |  |   | 21,592,418 |  |   | 21,592,418 |  |

----

|                                                            |
|------------------------------------------------------------|
|                                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                       | For the Three Months Ended |   | For the Three Months Ended |
|                                                       | September 30, 2011 |   | December 31, 2011 |
|                                                       | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Revenues:                                                  |   |   |   |   |   |   |   |
| Service and administrative fees                            | $ | 10,125 |  | $ | 16,831 |  | $ | 26,956 |  |   | $ | 10,159 |  | $ | 15,036 |  | $ | 25,195 |  |
| Brokerage commissions and fees                             | 8,611 |  | — |  | 8,611 |  |   | 8,710 |  | — |  | 8,710 |  |
| Ceding commission                                          | 7,027 |  | — |  | 7,027 |  |   | 8,067 |  | — |  | 8,067 |  |
| Net investment income                                      | 801 |  | — |  | 801 |  |   | 732 |  | — |  | 732 |  |
| Net realized investment gains                              | 1,196 |  | — |  | 1,196 |  |   | 1,770 |  | — |  | 1,770 |  |
| Net earned premium                                         | 28,673 |  | — |  | 28,673 |  |   | 30,857 |  | — |  | 30,857 |  |
| Other income                                               | 18 |  | — |  | 18 |  |   | 32 |  | — |  | 32 |  |
| Total revenues                                             | 56,451 |  | 16,831 |  | 73,282 |  |   | 60,327 |  | 15,036 |  | 75,363 |  |
|                                                       |   |   |   |   |   |   |   |
| Expenses:                                                  |   |   |   |   |   |   |   |
| Net losses and loss adjustment expenses                    | 9,714 |  | — |  | 9,714 |  |   | 9,611 |  | — |  | 9,611 |  |
| Member benefit claims                                      | — |  | 945 |  | 945 |  |   | — |  | 1,288 |  | 1,288 |  |
| Commissions                                                | 17,926 |  | 16,011 |  | 33,937 |  |   | 20,465 |  | 13,883 |  | 34,348 |  |
| Personnel costs                                            | 10,945 |  | — |  | 10,945 |  |   | 11,182 |  | — |  | 11,182 |  |
| Other operating expenses                                   | 7,267 |  | — |  | 7,267 |  |   | 7,361 |  | — |  | 7,361 |  |
| Depreciation and amortization                              | 886 |  | — |  | 886 |  |   | 794 |  | — |  | 794 |  |
| Amortization of intangibles                                | 998 |  | — |  | 998 |  |   | 1,524 |  | — |  | 1,524 |  |
| Interest expense                                           | 1,906 |  | — |  | 1,906 |  |   | 1,779 |  | — |  | 1,779 |  |
| Loss on sale of subsidiary                                 | 477 |  | — |  | 477 |  |   | — |  | — |  | — |  |
| Total expenses                                             | 50,119 |  | 16,956 |  | 67,075 |  |   | 52,716 |  | 15,171 |  | 67,887 |  |
| Income before income taxes and non-controlling interests   | 6,332 |  | (125 | ) | 6,207 |  |   | 7,611 |  | (135 | ) | 7,476 |  |
| Income taxes                                               | 2,259 |  | (50 | ) | 2,209 |  |   | 2,626 |  | (54 | ) | 2,572 |  |
| Income before non-controlling interests                    | 4,073 |  | (75 | ) | 3,998 |  |   | 4,985 |  | (81 | ) | 4,904 |  |
| Less: net income attributable to non-controlling interests | 1 |  | — |  | 1 |  |   | 1 |  | — |  | 1 |  |
| Net income                                                 | $ | 4,072 |  | $ | (75 | ) | $ | 3,997 |  |   | $ | 4,984 |  | $ | (81 | ) | $ | 4,903 |  |
|                                                       |   |   |   |   |   |   |   |
| Earnings per share:                                        |   |   |   |   |   |   |   |
| Basic                                                      | $ | 0.20 |  | $ | — |  | $ | 0.20 |  |   | $ | 0.24 |  | $ | — |  | $ | 0.24 |  |
| Diluted                                                    | $ | 0.19 |  | $ | — |  | $ | 0.19 |  |   | $ | 0.24 |  | $ | — |  | $ | 0.24 |  |
| Weighted average common shares outstanding:                |   |   |   |   |   |   |   |
| Basic                                                      | 20,404,441 |  |   | 20,404,441 |  |   | 20,343,038 |  |   | 20,343,038 |  |
| Diluted                                                    | 21,214,365 |  |   | 21,214,365 |  |   | 20,955,690 |  |   | 20,955,690 |  |

----

|                                                                   |
|-------------------------------------------------------------------|
|                                                                   |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                              | For the Three Months Ended |   | For the Three Months Ended |
|                                                              | March 31, 2010 |   | June 30, 2010 |
|                                                              | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Revenues:                                                         |   |   |   |   |   |   |   |
| Service and administrative fees                                   | $ | 7,975 |  | $ | — |  | $ | 7,975 |  |   | $ | 8,843 |  | $ | 3,082 |  | $ | 11,925 |  |
| Brokerage commissions and fees                                    | 6,730 |  | — |  | 6,730 |  |   | 6,404 |  | — |  | 6,404 |  |
| Ceding commission                                                 | 6,624 |  | — |  | 6,624 |  |   | 6,389 |  | — |  | 6,389 |  |
| Net investment income                                             | 948 |  | — |  | 948 |  |   | 986 |  | — |  | 986 |  |
| Net realized investment gains                                     | 2 |  | — |  | 2 |  |   | 47 |  | — |  | 47 |  |
| Net earned premium                                                | 28,493 |  | — |  | 28,493 |  |   | 26,669 |  | — |  | 26,669 |  |
| Other income                                                      | 81 |  | — |  | 81 |  |   | 45 |  | — |  | 45 |  |
| Total revenues                                                    | 50,853 |  | — |  | 50,853 |  |   | 49,383 |  | 3,082 |  | 52,465 |  |
|                                                              |   |   |   |   |   |   |   |
| Expenses:                                                         |   |   |   |   |   |   |   |
| Net losses and loss adjustment expenses                           | 8,777 |  | — |  | 8,777 |  |   | 7,316 |  | — |  | 7,316 |  |
| Member benefit claims                                             | — |  | — |  | — |  |   | — |  | (23 | ) | (23 | ) |
| Commissions                                                       | 19,349 |  | — |  | 19,349 |  |   | 17,850 |  | 3,105 |  | 20,955 |  |
| Personnel costs                                                   | 9,081 |  | — |  | 9,081 |  |   | 9,332 |  | — |  | 9,332 |  |
| Other operating expenses                                          | 5,136 |  | 656 |  | 5,792 |  |   | 5,891 |  | 167 |  | 6,058 |  |
| Depreciation and amortization                                     | 275 |  | — |  | 275 |  |   | 284 |  | — |  | 284 |  |
| Amortization of intangibles                                       | 779 |  | — |  | 779 |  |   | 779 |  | — |  | 779 |  |
| Interest expense                                                  | 1,891 |  | — |  | 1,891 |  |   | 1,985 |  | — |  | 1,985 |  |
| Total expenses                                                    | 45,288 |  | 656 |  | 45,944 |  |   | 43,437 |  | 3,249 |  | 46,686 |  |
| Income before income taxes and non-controlling interests          | 5,565 |  | (656 | ) | 4,909 |  |   | 5,946 |  | (167 | ) | 5,779 |  |
| Income taxes                                                      | 2,076 |  | (230 | ) | 1,846 |  |   | 2,220 |  | (58 | ) | 2,162 |  |
| Income before non-controlling interests                           | 3,489 |  | (426 | ) | 3,063 |  |   | 3,726 |  | (109 | ) | 3,617 |  |
| Less: net income (loss) attributable to non-controlling interests | 15 |  | — |  | 15 |  |   | (46 | ) | — |  | (46 | ) |
| Net income                                                        | $ | 3,474 |  | $ | (426 | ) | $ | 3,048 |  |   | $ | 3,772 |  | $ | (109 | ) | $ | 3,663 |  |
|                                                              |   |   |   |   |   |   |   |
| Earnings per share:                                               |   |   |   |   |   |   |   |
| Basic                                                             | $ | 0.22 |  | $ | (0.03 | ) | $ | 0.19 |  |   | $ | 0.24 |  | $ | (0.01 | ) | $ | 0.23 |  |
| Diluted                                                           | $ | 0.21 |  | $ | (0.03 | ) | $ | 0.18 |  |   | $ | 0.22 |  | $ | (0.01 | ) | $ | 0.21 |  |
| Weighted average common shares outstanding:                       |   |   |   |   |   |   |   |
| Basic                                                             | 15,742,336 |  |   | 15,742,336 |  |   | 15,742,336 |  |   | 15,742,336 |  |
| Diluted                                                           | 16,941,372 |  |   | 16,941,372 |  |   | 17,040,432 |  |   | 17,040,432 |  |

----

|                                                            |
|------------------------------------------------------------|
|                                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                       | For the Three Months Ended |   | For the Three Months Ended |
|                                                       | September 30, 2010 |   | December 31, 2010 |
|                                                       | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | Adoption of ASU 2010-26 | As Restated |
| Revenues:                                                  |   |   |   |   |   |   |   |   |
| Service and administrative fees                            | $ | 9,229 |  | $ | 8,738 |  | $ | 17,967 |  |   | $ | 8,098 |  | $ | 10,289 |  | $ | — |  | $ | 18,387 |  |
| Brokerage commissions and fees                             | 6,034 |  | — |  | 6,034 |  |   | 5,452 |  | — |  | — |  | 5,452 |  |
| Ceding commission                                          | 9,455 |  | — |  | 9,455 |  |   | 6,299 |  | — |  | — |  | 6,299 |  |
| Net investment income                                      | 865 |  | — |  | 865 |  |   | 1,274 |  | — |  | — |  | 1,274 |  |
| Net realized investment gains                              | 107 |  | — |  | 107 |  |   | 494 |  | — |  | — |  | 494 |  |
| Net earned premium                                         | 28,255 |  | — |  | 28,255 |  |   | 28,388 |  | — |  | — |  | 28,388 |  |
| Other income                                               | (6 | ) | — |  | (6 | ) |   | 110 |  | — |  | — |  | 110 |  |
| Total revenues                                             | 53,939 |  | 8,738 |  | 62,677 |  |   | 50,115 |  | 10,289 |  | — |  | 60,404 |  |
|                                                       |   |   |   |   |   |   |   |   |
| Expenses:                                                  |   |   |   |   |   |   |   |   |
| Net losses and loss adjustment expenses                    | 10,993 |  | — |  | 10,993 |  |   | 8,949 |  | — |  | — |  | 8,949 |  |
| Member benefit claims                                      | — |  | 211 |  | 211 |  |   | — |  | 278 |  | — |  | 278 |  |
| Commissions                                                | 16,432 |  | 8,527 |  | 24,959 |  |   | 17,372 |  | 10,011 |  | — |  | 27,383 |  |
| Personnel costs                                            | 9,526 |  | — |  | 9,526 |  |   | 8,422 |  | — |  | — |  | 8,422 |  |
| Other operating expenses                                   | 6,500 |  | 125 |  | 6,625 |  |   | 5,346 |  | — |  | 605 |  | 5,951 |  |
| Depreciation and amortization                              | 431 |  | — |  | 431 |  |   | 406 |  | — |  | — |  | 406 |  |
| Amortization of intangibles                                | 788 |  | — |  | 788 |  |   | 886 |  | — |  | — |  | 886 |  |
| Interest expense                                           | 2,246 |  | — |  | 2,246 |  |   | 2,342 |  | — |  | — |  | 2,342 |  |
| Total expenses                                             | 46,916 |  | 8,863 |  | 55,779 |  |   | 43,723 |  | 10,289 |  | 605 |  | 54,617 |  |
| Income before income taxes and non-controlling interests   | 7,023 |  | (125 | ) | 6,898 |  |   | 6,392 |  | — |  | (605 | ) | 5,787 |  |
| Income taxes                                               | 2,576 |  | (44 | ) | 2,532 |  |   | 1,831 |  | — |  | (212 | ) | 1,619 |  |
| Income before non-controlling interests                    | 4,447 |  | (81 | ) | 4,366 |  |   | 4,561 |  | — |  | (393 | ) | 4,168 |  |
| Less: net income attributable to non-controlling interests | — |  | — |  | — |  |   | 51 |  | — |  | — |  | 51 |  |
| Net income                                                 | $ | 4,447 |  | $ | (81 | ) | $ | 4,366 |  |   | $ | 4,510 |  | $ | — |  | $ | (393 | ) | $ | 4,117 |  |
|                                                       |   |   |   |   |   |   |   |   |
| Earnings per share:                                        |   |   |   |   |   |   |   |   |
| Basic                                                      | $ | 0.28 |  | $ | — |  | $ | 0.28 |  |   | $ | 0.27 |  | $ | — |  | $ | (0.02 | ) | $ | 0.25 |  |
| Diluted                                                    | $ | 0.26 |  | $ | — |  | $ | 0.26 |  |   | $ | 0.25 |  | $ | — |  | $ | (0.02 | ) | $ | 0.23 |  |
| Weighted average common shares outstanding:                |   |   |   |   |   |   |   |   |
| Basic                                                      | 15,742,336 |  |   | 15,742,336 |  |   | 16,483,626 |  | 16,483,626 |  | 16,483,626 |  | 16,483,626 |  |
| Diluted                                                    | 17,057,157 |  |   | 17,057,157 |  |   | 17,703,334 |  | 17,703,334 |  | 17,703,334 |  | 17,703,334 |  |

----

----

|                                                          |
|----------------------------------------------------------|
|                                                          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                     | For the Three Months Ended |   | For the Three Months Ended |
|                                                     | March 31, 2012 |   | June 30, 2012 |
|                                                     | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Segment Net Revenue                                      |   |   |   |   |   |   |   |
| Payment Protection                                       |   |   |   |   |   |   |   |
| Service and administrative fees                          | $ | 4,632 |  | $ | 13,171 |  | $ | 17,803 |  |   | $ | 4,567 |  | $ | 12,392 |  | $ | 16,959 |  |
| Ceding commission                                        | 7,064 |  | — |  | 7,064 |  |   | 7,210 |  | — |  | 7,210 |  |
| Net investment income                                    | 743 |  | — |  | 743 |  |   | 732 |  | — |  | 732 |  |
| Net realized investment (losses) gains                   | (3 | ) | — |  | (3 | ) |   | 13 |  | — |  | 13 |  |
| Other income                                             | 72 |  | — |  | 72 |  |   | 48 |  | — |  | 48 |  |
| Net earned premium                                       | 31,972 |  | — |  | 31,972 |  |   | 31,905 |  | — |  | 31,905 |  |
| Net losses and loss adjustment expenses                  | (11,266 | ) | — |  | (11,266 | ) |   | (9,576 | ) | — |  | (9,576 | ) |
| Member benefit claims                                    | — |  | (1,303 | ) | (1,303 | ) |   | — |  | (1,098 | ) | (1,098 | ) |
| Commissions                                              | (20,039 | ) | (11,949 | ) | (31,988 | ) |   | (19,892 | ) | (11,390 | ) | (31,282 | ) |
| Total Payment Protection Net Revenue                     | 13,175 |  | (81 | ) | 13,094 |  |   | 15,007 |  | (96 | ) | 14,911 |  |
| BPO                                                      | 4,205 |  | — |  | 4,205 |  |   | 4,409 |  | — |  | 4,409 |  |
| Brokerage                                                |   |   |   |   |   |   |   |
| Brokerage commissions and fees                           | 9,520 |  | — |  | 9,520 |  |   | 9,364 |  | — |  | 9,364 |  |
| Service and administrative fees                          | 503 |  | — |  | 503 |  |   | 418 |  | — |  | 418 |  |
| Total Brokerage                                          | 10,023 |  | — |  | 10,023 |  |   | 9,782 |  | — |  | 9,782 |  |
| Total segment net revenue                                | 27,403 |  | (81 | ) | 27,322 |  |   | 29,198 |  | (96 | ) | 29,102 |  |
|                                                     |   |   |   |   |   |   |   |
| Operating Expenses                                       |   |   |   |   |   |   |   |
| Payment Protection                                       | 7,913 |  | — |  | 7,913 |  |   | 8,729 |  | — |  | 8,729 |  |
| BPO                                                      | 3,133 |  | — |  | 3,133 |  |   | 3,351 |  | — |  | 3,351 |  |
| Brokerage                                                | 7,085 |  | — |  | 7,085 |  |   | 7,224 |  | — |  | 7,224 |  |
| Total operating expenses                                 | 18,131 |  | — |  | 18,131 |  |   | 19,304 |  | — |  | 19,304 |  |
|                                                     |   |   |   |   |   |   |   |
| EBITDA                                                   |   |   |   |   |   |   |   |
| Payment Protection                                       | 5,262 |  | (81 | ) | 5,181 |  |   | 6,278 |  | (96 | ) | 6,182 |  |
| BPO                                                      | 1,072 |  | — |  | 1,072 |  |   | 1,058 |  | — |  | 1,058 |  |
| Brokerage                                                | 2,938 |  | — |  | 2,938 |  |   | 2,558 |  | — |  | 2,558 |  |
| Total EBITDA                                             | 9,272 |  | (81 | ) | 9,191 |  |   | 9,894 |  | (96 | ) | 9,798 |  |
|                                                     |   |   |   |   |   |   |   |
| Depreciation and Amortization                            |   |   |   |   |   |   |   |
| Payment Protection                                       | 849 |  | — |  | 849 |  |   | 865 |  | — |  | 865 |  |
| BPO                                                      | 503 |  | — |  | 503 |  |   | 498 |  | — |  | 498 |  |
| Brokerage                                                | 868 |  | — |  | 868 |  |   | 778 |  | — |  | 778 |  |
| Total depreciation and amortization                      | 2,220 |  | — |  | 2,220 |  |   | 2,141 |  | — |  | 2,141 |  |
|                                                     |   |   |   |   |   |   |   |
| Interest Expense                                         |   |   |   |   |   |   |   |
| Payment Protection                                       | 1,012 |  | — |  | 1,012 |  |   | 971 |  | — |  | 971 |  |
| BPO                                                      | 267 |  | — |  | 267 |  |   | 259 |  | — |  | 259 |  |
| Brokerage                                                | 373 |  | — |  | 373 |  |   | 360 |  | — |  | 360 |  |
| Total interest expense                                   | 1,652 |  | — |  | 1,652 |  |   | 1,590 |  | — |  | 1,590 |  |
|                                                     |   |   |   |   |   |   |   |
| Income before income taxes and non-controlling interests |   |   |   |   |   |   |   |
| Payment Protection                                       | 3,401 |  | (81 | ) | 3,320 |  |   | 4,442 |  | (96 | ) | 4,346 |  |
| BPO                                                      | 302 |  | — |  | 302 |  |   | 301 |  | — |  | 301 |  |
| Brokerage                                                | 1,697 |  | — |  | 1,697 |  |   | 1,420 |  | — |  | 1,420 |  |

----

|                                                                |
|----------------------------------------------------------------|
|                                                                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                           | For the Three Months Ended |   | For the Three Months Ended |
|                                                           | March 31, 2012 |   | June 30, 2012 |
|                                                           | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Total income before income taxes and non-controlling interests | 5,400 |  | (81 | ) | 5,319 |  |   | 6,163 |  | (96 | ) | 6,067 |  |
| Income taxes                                                   | 1,919 |  | (32 | ) | 1,887 |  |   | 2,146 |  | (38 | ) | 2,108 |  |
| Less: net income attributable to non-controlling interests     | 18 |  | — |  | 18 |  |   | 15 |  | — |  | 15 |  |
| Net income                                                     | $ | 3,463 |  | $ | (49 | ) | $ | 3,414 |  |   | $ | 4,002 |  | $ | (58 | ) | $ | 3,944 |  |

|                                         |
|-----------------------------------------|
|                                         |  |  |  |  |  |  |  |  |  |
|                                    | For the Three Months Ended |
|                                    | September 30, 2012 |
|                                    | As Previously Reported | Adjustment | As Restated |
| Segment Net Revenue                     |   |   |   |
| Payment Protection                      |   |   |   |
| Service and administrative fees         | $ | 4,677 |  | $ | 12,842 |  | $ | 17,519 |  |
| Ceding commission                       | 11,122 |  | — |  | 11,122 |  |
| Net investment income                   | 744 |  | — |  | 744 |  |
| Net realized investment (losses)        | (16 | ) | — |  | (16 | ) |
| Other income                            | 52 |  | — |  | 52 |  |
| Net earned premium                      | 33,893 |  | — |  | 33,893 |  |
| Net losses and loss adjustment expenses | (11,430 | ) | — |  | (11,430 | ) |
| Member benefit claims                   | — |  | (1,157 | ) | (1,157 | ) |
| Commissions                             | (21,548 | ) | (11,829 | ) | (33,377 | ) |
| Total Payment Protection Net Revenue    | 17,494 |  | (144 | ) | 17,350 |  |
| BPO                                     | 4,951 |  | — |  | 4,951 |  |
| Brokerage                               |   |   |   |
| Brokerage commissions and fees          | 8,411 |  | — |  | 8,411 |  |
| Service and administrative fees         | 428 |  | — |  | 428 |  |
| Total Brokerage                         | 8,839 |  | — |  | 8,839 |  |
| Total segment net revenue               | 31,284 |  | (144 | ) | 31,140 |  |
|                                    |   |   |   |
| Operating Expenses                      |   |   |   |
| Payment Protection                      | 9,563 |  | — |  | 9,563 |  |
| BPO                                     | 3,836 |  | — |  | 3,836 |  |
| Brokerage                               | 7,268 |  | — |  | 7,268 |  |
| Total operating expenses                | 20,667 |  | — |  | 20,667 |  |
|                                    |   |   |   |
| EBITDA                                  |   |   |   |
| Payment Protection                      | 7,931 |  | (144 | ) | 7,787 |  |
| BPO                                     | 1,115 |  | — |  | 1,115 |  |
| Brokerage                               | 1,571 |  | — |  | 1,571 |  |
| Total EBITDA                            | 10,617 |  | (144 | ) | 10,473 |  |
|                                    |   |   |   |
| Depreciation and Amortization           |   |   |   |
| Payment Protection                      | 863 |  | — |  | 863 |  |
| BPO                                     | 494 |  | — |  | 494 |  |
| Brokerage                               | 641 |  | — |  | 641 |  |
| Total depreciation and amortization     | 1,998 |  | — |  | 1,998 |  |
|                                    |   |   |   |
| Interest Expense                        |   |   |   |
| Payment Protection                      | 1,359 |  | — |  | 1,359 |  |
| BPO                                     | 294 |  | — |  | 294 |  |
| Brokerage                               | 372 |  | — |  | 372 |  |

----

|                                                                |
|----------------------------------------------------------------|
|                                                                |  |  |  |  |  |  |  |  |  |
|                                                           | For the Three Months Ended |
|                                                           | September 30, 2012 |
|                                                           | As Previously Reported | Adjustment | As Restated |
| Total interest expense                                         | 2,025 |  | — |  | 2,025 |  |
|                                                           |   |   |   |
| Income before income taxes and non-controlling interests       |   |   |   |
| Payment Protection                                             | 5,709 |  | (144 | ) | 5,565 |  |
| BPO                                                            | 327 |  | — |  | 327 |  |
| Brokerage                                                      | 558 |  | — |  | 558 |  |
| Total income before income taxes and non-controlling interests | 6,594 |  | (144 | ) | 6,450 |  |
| Income taxes                                                   | 2,455 |  | (58 | ) | 2,397 |  |
| Less: net income attributable to non-controlling interests     | 29 |  | — |  | 29 |  |
| Net income                                                     | $ | 4,110 |  | $ | (86 | ) | $ | 4,024 |  |

|                                         |
|-----------------------------------------|
|                                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                    | For the Three Months Ended |   | For the Three Months Ended |
|                                    | March 31, 2011 |   | June 30, 2011 |
|                                    | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Segment Net Revenue                     |   |   |   |   |   |   |   |
| Payment Protection                      |   |   |   |   |   |   |   |
| Service and administrative fees         | $ | 4,528 |  | $ | 12,076 |  | $ | 16,604 |  |   | $ | 4,481 |  | $ | 12,321 |  | $ | 16,802 |  |
| Ceding commission                       | 8,158 |  | — |  | 8,158 |  |   | 6,243 |  | — |  | 6,243 |  |
| Net investment income                   | 941 |  | — |  | 941 |  |   | 894 |  | — |  | 894 |  |
| Net realized investment gains           | 95 |  | — |  | 95 |  |   | 1,132 |  | — |  | 1,132 |  |
| Other income                            | 82 |  | — |  | 82 |  |   | 38 |  | — |  | 38 |  |
| Net earned premium                      | 28,437 |  | — |  | 28,437 |  |   | 27,536 |  | — |  | 27,536 |  |
| Net losses and loss adjustment expenses | (9,373 | ) | — |  | (9,373 | ) |   | (9,251 | ) | — |  | (9,251 | ) |
| Member benefit claims                   | — |  | (867 | ) | (867 | ) |   | — |  | (1,309 | ) | (1,309 | ) |
| Commissions                             | (18,517 | ) | (11,389 | ) | (29,906 | ) |   | (17,323 | ) | (11,404 | ) | (28,727 | ) |
| Total Payment Protection Net Revenue    | 14,351 |  | (180 | ) | 14,171 |  |   | 13,750 |  | (392 | ) | 13,358 |  |
| BPO                                     | 3,564 |  | — |  | 3,564 |  |   | 3,691 |  | — |  | 3,691 |  |
| Brokerage                               |   |   |   |   |   |   |   |
| Brokerage commissions and fees          | 7,867 |  | — |  | 7,867 |  |   | 9,208 |  | — |  | 9,208 |  |
| Service and administrative fees         | 1,024 |  | — |  | 1,024 |  |   | 628 |  | — |  | 628 |  |
| Total Brokerage                         | 8,891 |  | — |  | 8,891 |  |   | 9,836 |  | — |  | 9,836 |  |
| Total segment net revenue               | 26,806 |  | (180 | ) | 26,626 |  |   | 27,277 |  | (392 | ) | 26,885 |  |
|                                    |   |   |   |   |   |   |   |
| Operating Expenses                      |   |   |   |   |   |   |   |
| Payment Protection                      | 8,768 |  | — |  | 8,768 |  |   | 8,644 |  | — |  | 8,644 |  |
| BPO                                     | 2,619 |  | — |  | 2,619 |  |   | 2,828 |  | — |  | 2,828 |  |
| Brokerage                               | 6,819 |  | — |  | 6,819 |  |   | 7,527 |  | — |  | 7,527 |  |
| Corporate                               | — |  | — |  | — |  |   | 1,727 |  | — |  | 1,727 |  |
| Total operating expenses                | 18,206 |  | — |  | 18,206 |  |   | 20,726 |  | — |  | 20,726 |  |
|                                    |   |   |   |   |   |   |   |
| EBITDA                                  |   |   |   |   |   |   |   |
| Payment Protection                      | 5,583 |  | (180 | ) | 5,403 |  |   | 5,106 |  | (392 | ) | 4,714 |  |
| BPO                                     | 945 |  | — |  | 945 |  |   | 863 |  | — |  | 863 |  |
| Brokerage                               | 2,072 |  | — |  | 2,072 |  |   | 2,309 |  | — |  | 2,309 |  |
| Corporate                               | — |  | — |  | — |  |   | (1,727 | ) | — |  | (1,727 | ) |
| Total EBITDA                            | 8,600 |  | (180 | ) | 8,420 |  |   | 6,551 |  | (392 | ) | 6,159 |  |
|                                    |   |   |   |   |   |   |   |
| Depreciation and Amortization           |   |   |   |   |   |   |   |

----

|                                                                   |
|-------------------------------------------------------------------|
|                                                                   |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                              | For the Three Months Ended |   | For the Three Months Ended |
|                                                              | March 31, 2011 |   | June 30, 2011 |
|                                                              | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Payment Protection                                                | 953 |  | — |  | 953 |  |   | 1,324 |  | — |  | 1,324 |  |
| BPO                                                               | 240 |  | — |  | 240 |  |   | 277 |  | — |  | 277 |  |
| Brokerage                                                         | 442 |  | — |  | 442 |  |   | 591 |  | — |  | 591 |  |
| Total depreciation and amortization                               | 1,635 |  | — |  | 1,635 |  |   | 2,192 |  | — |  | 2,192 |  |
|                                                              |   |   |   |   |   |   |   |
| Interest Expense                                                  |   |   |   |   |   |   |   |
| Payment Protection                                                | 1,526 |  | — |  | 1,526 |  |   | 1,043 |  | — |  | 1,043 |  |
| BPO                                                               | 63 |  | — |  | 63 |  |   | 99 |  | — |  | 99 |  |
| Brokerage                                                         | 442 |  | — |  | 442 |  |   | 783 |  | — |  | 783 |  |
| Total interest expense                                            | 2,031 |  | — |  | 2,031 |  |   | 1,925 |  | — |  | 1,925 |  |
|                                                              |   |   |   |   |   |   |   |
| Income before income taxes and non-controlling interests          |   |   |   |   |   |   |   |
| Payment Protection                                                | 3,104 |  | (180 | ) | 2,924 |  |   | 2,739 |  | (392 | ) | 2,347 |  |
| BPO                                                               | 642 |  | — |  | 642 |  |   | 487 |  | — |  | 487 |  |
| Brokerage                                                         | 1,188 |  | — |  | 1,188 |  |   | 935 |  | — |  | 935 |  |
| Corporate                                                         | — |  | — |  | — |  |   | (1,727 | ) | — |  | (1,727 | ) |
| Total income before income taxes and non-controlling interests    | 4,934 |  | (180 | ) | 4,754 |  |   | 2,434 |  | (392 | ) | 2,042 |  |
| Income taxes                                                      | 1,681 |  | (72 | ) | 1,609 |  |   | 907 |  | (157 | ) | 750 |  |
| Less: net (loss) income attributable to non-controlling interests | (174 | ) | — |  | (174 | ) |   | 2 |  | — |  | 2 |  |
| Net income                                                        | $ | 3,427 |  | $ | (108 | ) | $ | 3,319 |  |   | $ | 1,525 |  | $ | (235 | ) | $ | 1,290 |  |

|                                         |
|-----------------------------------------|
|                                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                    | For the Three Months Ended |   | For the Three Months Ended |
|                                    | September 30, 2011 |   | December 31, 2011 |
|                                    | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Segment Net Revenue                     |   |   |   |   |   |   |   |
| Payment Protection                      |   |   |   |   |   |   |   |
| Service and administrative fees         | $ | 5,695 |  | $ | 16,831 |  | $ | 22,526 |  |   | $ | 5,276 |  | $ | 15,036 |  | $ | 20,312 |  |
| Ceding commission                       | 7,027 |  | — |  | 7,027 |  |   | 8,067 |  | — |  | 8,067 |  |
| Net investment income                   | 801 |  | — |  | 801 |  |   | 732 |  | — |  | 732 |  |
| Net realized investment gains (losses)  | 1,196 |  | — |  | 1,196 |  |   | 1,770 |  | — |  | 1,770 |  |
| Other income                            | 18 |  | — |  | 18 |  |   | 32 |  | — |  | 32 |  |
| Net earned premium                      | 28,673 |  | — |  | 28,673 |  |   | 30,857 |  | — |  | 30,857 |  |
| Net losses and loss adjustment expenses | (9,714 | ) | — |  | (9,714 | ) |   | (9,611 | ) | — |  | (9,611 | ) |
| Member benefit claims                   | — |  | (945 | ) | (945 | ) |   | — |  | (1,288 | ) | (1,288 | ) |
| Commissions                             | (17,926 | ) | (16,011 | ) | (33,937 | ) |   | (20,465 | ) | (13,883 | ) | (34,348 | ) |
| Total Payment Protection Net Revenue    | 15,770 |  | (125 | ) | 15,645 |  |   | 16,658 |  | (135 | ) | 16,523 |  |
| BPO                                     | 3,833 |  | — |  | 3,833 |  |   | 4,496 |  | — |  | 4,496 |  |
| Brokerage                               |   |   |   |   |   |   |   |
| Brokerage commissions and fees          | 8,611 |  | — |  | 8,611 |  |   | 8,710 |  | — |  | 8,710 |  |
| Service and administrative fees         | 597 |  | — |  | 597 |  |   | 387 |  | — |  | 387 |  |
| Total Brokerage                         | 9,208 |  | — |  | 9,208 |  |   | 9,097 |  | — |  | 9,097 |  |
| Total segment net revenue               | 28,811 |  | (125 | ) | 28,686 |  |   | 30,251 |  | (135 | ) | 30,116 |  |
|                                    |   |   |   |   |   |   |   |
| Operating Expenses                      |   |   |   |   |   |   |   |
| Payment Protection                      | 8,445 |  | — |  | 8,445 |  |   | 7,657 |  | — |  | 7,657 |  |
| BPO                                     | 2,717 |  | — |  | 2,717 |  |   | 3,434 |  | — |  | 3,434 |  |
| Brokerage (1)                           | 7,491 |  | — |  | 7,491 |  |   | 7,452 |  | — |  | 7,452 |  |

----

|                                                                                                        |
|--------------------------------------------------------------------------------------------------------|
|                                                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                                                                   | For the Three Months Ended |   | For the Three Months Ended |
|                                                                                                   | September 30, 2011 |   | December 31, 2011 |
|                                                                                                   | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Corporate                                                                                              | 36 |  | — |  | 36 |  |   | — |  | — |  | — |  |
| Total operating expenses                                                                               | 18,689 |  | — |  | 18,689 |  |   | 18,543 |  | — |  | 18,543 |  |
|                                                                                                   |   |   |   |   |   |   |   |
| EBITDA                                                                                                 |   |   |   |   |   |   |   |
| Payment Protection                                                                                     | 7,325 |  | (125 | ) | 7,200 |  |   | 9,001 |  | (135 | ) | 8,866 |  |
| BPO                                                                                                    | 1,116 |  | — |  | 1,116 |  |   | 1,062 |  | — |  | 1,062 |  |
| Brokerage (1)                                                                                          | 1,717 |  | — |  | 1,717 |  |   | 1,645 |  | — |  | 1,645 |  |
| Corporate                                                                                              | (36 | ) | — |  | (36 | ) |   | — |  | — |  | — |  |
| Total EBITDA                                                                                           | 10,122 |  | (125 | ) | 9,997 |  |   | 11,708 |  | (135 | ) | 11,573 |  |
|                                                                                                   |   |   |   |   |   |   |   |
| Depreciation and Amortization                                                                          |   |   |   |   |   |   |   |
| Payment Protection                                                                                     | 927 |  | — |  | 927 |  |   | 1,001 |  | — |  | 1,001 |  |
| BPO                                                                                                    | 307 |  | — |  | 307 |  |   | 300 |  | — |  | 300 |  |
| Brokerage                                                                                              | 650 |  | — |  | 650 |  |   | 1,017 |  | — |  | 1,017 |  |
| Total depreciation and amortization                                                                    | 1,884 |  | — |  | 1,884 |  |   | 2,318 |  | — |  | 2,318 |  |
|                                                                                                   |   |   |   |   |   |   |   |
| Interest Expense                                                                                       |   |   |   |   |   |   |   |
| Payment Protection                                                                                     | 1,053 |  | — |  | 1,053 |  |   | 1,027 |  | — |  | 1,027 |  |
| BPO                                                                                                    | 96 |  | — |  | 96 |  |   | 161 |  | — |  | 161 |  |
| Brokerage                                                                                              | 757 |  | — |  | 757 |  |   | 591 |  | — |  | 591 |  |
| Total interest expense                                                                                 | 1,906 |  | — |  | 1,906 |  |   | 1,779 |  | — |  | 1,779 |  |
|                                                                                                   |   |   |   |   |   |   |   |
| Income before income taxes and non-controlling interests                                               |   |   |   |   |   |   |   |
| Payment Protection                                                                                     | 5,345 |  | (125 | ) | 5,220 |  |   | 6,973 |  | (135 | ) | 6,838 |  |
| BPO                                                                                                    | 713 |  | — |  | 713 |  |   | 601 |  | — |  | 601 |  |
| Brokerage (1)                                                                                          | 310 |  | — |  | 310 |  |   | 37 |  | — |  | 37 |  |
| Corporate                                                                                              | (36 | ) | — |  | (36 | ) |   | — |  | — |  | — |  |
| Total income before income taxes and non-controlling interests                                         | 6,332 |  | (125 | ) | 6,207 |  |   | 7,611 |  | (135 | ) | 7,476 |  |
| Income taxes                                                                                           | 2,259 |  | (50 | ) | 2,209 |  |   | 2,626 |  | (54 | ) | 2,572 |  |
| Less: net income attributable to non-controlling interests                                             | 1 |  | — |  | 1 |  |   | 1 |  | — |  | 1 |  |
| Net income                                                                                             | $ | 4,072 |  | $ | (75 | ) | $ | 3,997 |  |   | $ | 4,984 |  | $ | (81 | ) | $ | 4,903 |  |
| (1) -  Includes loss on sale of subsidiary of $477 for the three months ended September 30, 2011. |

|                                         |
|-----------------------------------------|
|                                         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                    | For the Three Months Ended |   | For the Three Months Ended |
|                                    | March 31, 2010 |   | June 30, 2010 |
|                                    | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Segment Net Revenue                     |   |   |   |   |   |   |   |
| Payment Protection                      |   |   |   |   |   |   |   |
| Service and administrative fees         | $ | 1,881 |  | $ | — |  | $ | 1,881 |  |   | $ | 3,240 |  | $ | 3,082 |  | $ | 6,322 |  |
| Ceding commission                       | 6,624 |  | — |  | 6,624 |  |   | 6,389 |  | — |  | 6,389 |  |
| Net investment income                   | 948 |  | — |  | 948 |  |   | 986 |  | — |  | 986 |  |
| Net realized investment gains           | 2 |  | — |  | 2 |  |   | 47 |  | — |  | 47 |  |
| Other income                            | 81 |  | — |  | 81 |  |   | 45 |  | — |  | 45 |  |
| Net earned premium                      | 28,493 |  | — |  | 28,493 |  |   | 26,669 |  | — |  | 26,669 |  |
| Net losses and loss adjustment expenses | (8,777 | ) | — |  | (8,777 | ) |   | (7,316 | ) | — |  | (7,316 | ) |
| Member benefit claims                   | — |  | — |  | — |  |   | — |  | 23 |  | 23 |  |

----

|                                                                   |
|-------------------------------------------------------------------|
|                                                                   |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                              | For the Three Months Ended |   | For the Three Months Ended |
|                                                              | March 31, 2010 |   | June 30, 2010 |
|                                                              | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Commissions                                                       | (19,349 | ) | — |  | (19,349 | ) |   | (17,850 | ) | (3,105 | ) | (20,955 | ) |
| Total Payment Protection Net Revenue                              | 9,903 |  | — |  | 9,903 |  |   | 12,210 |  | — |  | 12,210 |  |
| BPO                                                               | 4,563 |  | — |  | 4,563 |  |   | 4,327 |  | — |  | 4,327 |  |
| Brokerage                                                         |   |   |   |   |   |   |   |
| Brokerage commissions and fees                                    | 6,730 |  | — |  | 6,730 |  |   | 6,404 |  | — |  | 6,404 |  |
| Service and administrative fees                                   | 1,531 |  | — |  | 1,531 |  |   | 1,276 |  | — |  | 1,276 |  |
| Total Brokerage                                                   | 8,261 |  | — |  | 8,261 |  |   | 7,680 |  | — |  | 7,680 |  |
| Total segment net revenue                                         | 22,727 |  | — |  | 22,727 |  |   | 24,217 |  | — |  | 24,217 |  |
|                                                              |   |   |   |   |   |   |   |
| Operating Expenses                                                |   |   |   |   |   |   |   |
| Payment Protection                                                | 5,094 |  | 656 |  | 5,750 |  |   | 6,191 |  | 167 |  | 6,358 |  |
| BPO                                                               | 2,774 |  | — |  | 2,774 |  |   | 2,635 |  | — |  | 2,635 |  |
| Brokerage (1)                                                     | 6,119 |  | — |  | 6,119 |  |   | 5,785 |  | — |  | 5,785 |  |
| Corporate                                                         | 230 |  | — |  | 230 |  |   | 612 |  | — |  | 612 |  |
| Total operating expenses                                          | 14,217 |  | 656 |  | 14,873 |  |   | 15,223 |  | 167 |  | 15,390 |  |
|                                                              |   |   |   |   |   |   |   |
| EBITDA                                                            |   |   |   |   |   |   |   |
| Payment Protection                                                | 4,809 |  | (656 | ) | 4,153 |  |   | 6,019 |  | (167 | ) | 5,852 |  |
| BPO                                                               | 1,789 |  | — |  | 1,789 |  |   | 1,692 |  | — |  | 1,692 |  |
| Brokerage                                                         | 2,142 |  | — |  | 2,142 |  |   | 1,895 |  | — |  | 1,895 |  |
| Corporate                                                         | (230 | ) | — |  | (230 | ) |   | (612 | ) | — |  | (612 | ) |
| Total EBITDA                                                      | 8,510 |  | (656 | ) | 7,854 |  |   | 8,994 |  | (167 | ) | 8,827 |  |
|                                                              |   |   |   |   |   |   |   |
| Depreciation and Amortization                                     |   |   |   |   |   |   |   |
| Payment Protection                                                | 470 |  | — |  | 470 |  |   | 585 |  | — |  | 585 |  |
| BPO                                                               | 174 |  | — |  | 174 |  |   | 80 |  | — |  | 80 |  |
| Brokerage                                                         | 410 |  | — |  | 410 |  |   | 398 |  | — |  | 398 |  |
| Total depreciation and amortization                               | 1,054 |  | — |  | 1,054 |  |   | 1,063 |  | — |  | 1,063 |  |
|                                                              |   |   |   |   |   |   |   |
| Interest Expense                                                  |   |   |   |   |   |   |   |
| Payment Protection                                                | 1,661 |  | — |  | 1,661 |  |   | 1,704 |  | — |  | 1,704 |  |
| BPO                                                               | 106 |  | — |  | 106 |  |   | 92 |  | — |  | 92 |  |
| Brokerage                                                         | 124 |  | — |  | 124 |  |   | 189 |  | — |  | 189 |  |
| Total interest expense                                            | 1,891 |  | — |  | 1,891 |  |   | 1,985 |  | — |  | 1,985 |  |
|                                                              |   |   |   |   |   |   |   |
| Income before income taxes and non-controlling interests          |   |   |   |   |   |   |   |
| Payment Protection                                                | 2,678 |  | (656 | ) | 2,022 |  |   | 3,730 |  | (167 | ) | 3,563 |  |
| BPO                                                               | 1,509 |  | — |  | 1,509 |  |   | 1,520 |  | — |  | 1,520 |  |
| Brokerage                                                         | 1,608 |  | — |  | 1,608 |  |   | 1,308 |  | — |  | 1,308 |  |
| Corporate                                                         | (230 | ) | — |  | (230 | ) |   | (612 | ) | — |  | (612 | ) |
| Total income before income taxes and non-controlling interests    | 5,565 |  | (656 | ) | 4,909 |  |   | 5,946 |  | (167 | ) | 5,779 |  |
| Income taxes                                                      | 2,076 |  | (230 | ) | 1,846 |  |   | 2,220 |  | (58 | ) | 2,162 |  |
| Less: net income (loss) attributable to non-controlling interests | 15 |  | — |  | 15 |  |   | (46 | ) | — |  | (46 | ) |
| Net income                                                        | $ | 3,474 |  | $ | (426 | ) | $ | 3,048 |  |   | $ | 3,772 |  | $ | (109 | ) | $ | 3,663 |  |

----

|                                                                |
|----------------------------------------------------------------|
|                                                                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                           | For the Three Months Ended |   | For the Three Months Ended |
|                                                           | September 30, 2010 |   | December 31, 2010 |
|                                                           | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Segment Net Revenue                                            |   |   |   |   |   |   |   |
| Payment Protection                                             |   |   |   |   |   |   |   |
| Service and administrative fees                                | $ | 3,390 |  | $ | 8,738 |  | $ | 12,128 |  |   | $ | 3,948 |  | $ | 10,289 |  | $ | 14,237 |  |
| Ceding commission                                              | 9,455 |  | — |  | 9,455 |  |   | 6,299 |  | — |  | 6,299 |  |
| Net investment income                                          | 865 |  | — |  | 865 |  |   | 1,274 |  | — |  | 1,274 |  |
| Net realized investment gains                                  | 107 |  | — |  | 107 |  |   | 494 |  | — |  | 494 |  |
| Other income                                                   | (6 | ) | — |  | (6 | ) |   | 110 |  | — |  | 110 |  |
| Net earned premium                                             | 28,255 |  | — |  | 28,255 |  |   | 28,388 |  | — |  | 28,388 |  |
| Net losses and loss adjustment expenses                        | (10,993 | ) | — |  | (10,993 | ) |   | (8,949 | ) | — |  | (8,949 | ) |
| Member benefit claims                                          | — |  | (211 | ) | (211 | ) |   | — |  | (278 | ) | (278 | ) |
| Commissions                                                    | (16,432 | ) | (8,527 | ) | (24,959 | ) |   | (17,372 | ) | (10,011 | ) | (27,383 | ) |
| Total Payment Protection Net Revenue                           | 14,641 |  | — |  | 14,641 |  |   | 14,192 |  | — |  | 14,192 |  |
| BPO                                                            | 4,715 |  | — |  | 4,715 |  |   | 3,464 |  | — |  | 3,464 |  |
| Brokerage                                                      |   |   |   |   |   |   |   |
| Brokerage commissions and fees                                 | 6,034 |  | — |  | 6,034 |  |   | 5,452 |  | — |  | 5,452 |  |
| Service and administrative fees                                | 1,124 |  | — |  | 1,124 |  |   | 686 |  | — |  | 686 |  |
| Total Brokerage                                                | 7,158 |  | — |  | 7,158 |  |   | 6,138 |  | — |  | 6,138 |  |
| Total segment net revenue                                      | 26,514 |  | — |  | 26,514 |  |   | 23,794 |  | — |  | 23,794 |  |
|                                                           |   |   |   |   |   |   |   |
| Operating Expenses                                             |   |   |   |   |   |   |   |
| Payment Protection                                             | 6,435 |  | 125 |  | 6,560 |  |   | 5,853 |  | 605 |  | 6,458 |  |
| BPO                                                            | 2,588 |  | — |  | 2,588 |  |   | 2,005 |  | — |  | 2,005 |  |
| Brokerage                                                      | 5,783 |  | — |  | 5,783 |  |   | 5,842 |  | — |  | 5,842 |  |
| Corporate                                                      | 1,220 |  | — |  | 1,220 |  |   | 68 |  | — |  | 68 |  |
| Total operating expenses                                       | 16,026 |  | 125 |  | 16,151 |  |   | 13,768 |  | 605 |  | 14,373 |  |
|                                                           |   |   |   |   |   |   |   |
| EBITDA                                                         |   |   |   |   |   |   |   |
| Payment Protection                                             | 8,206 |  | (125 | ) | 8,081 |  |   | 8,339 |  | (605 | ) | 7,734 |  |
| BPO                                                            | 2,127 |  | — |  | 2,127 |  |   | 1,459 |  | — |  | 1,459 |  |
| Brokerage                                                      | 1,375 |  | — |  | 1,375 |  |   | 296 |  | — |  | 296 |  |
| Corporate                                                      | (1,220 | ) | — |  | (1,220 | ) |   | (68 | ) | — |  | (68 | ) |
| Total EBITDA                                                   | 10,488 |  | (125 | ) | 10,363 |  |   | 10,026 |  | (605 | ) | 9,421 |  |
|                                                           |   |   |   |   |   |   |   |
| Depreciation and Amortization                                  |   |   |   |   |   |   |   |
| Payment Protection                                             | 327 |  | — |  | 327 |  |   | 970 |  | — |  | 970 |  |
| BPO                                                            | 457 |  | — |  | 457 |  |   | (113 | ) | — |  | (113 | ) |
| Brokerage                                                      | 435 |  | — |  | 435 |  |   | 435 |  | — |  | 435 |  |
| Total depreciation and amortization                            | 1,219 |  | — |  | 1,219 |  |   | 1,292 |  | — |  | 1,292 |  |
|                                                           |   |   |   |   |   |   |   |
| Interest Expense                                               |   |   |   |   |   |   |   |
| Payment Protection                                             | 1,873 |  | — |  | 1,873 |  |   | 1,959 |  | — |  | 1,959 |  |
| BPO                                                            | 126 |  | — |  | 126 |  |   | 109 |  | — |  | 109 |  |
| Brokerage                                                      | 247 |  | — |  | 247 |  |   | 274 |  | — |  | 274 |  |
| Total interest expense                                         | 2,246 |  | — |  | 2,246 |  |   | 2,342 |  | — |  | 2,342 |  |
|                                                           |   |   |   |   |   |   |   |
| Income before income taxes and non-controlling interests       |   |   |   |   |   |   |   |
| Payment Protection                                             | 6,006 |  | (125 | ) | 5,881 |  |   | 5,410 |  | (605 | ) | 4,805 |  |
| BPO                                                            | 1,544 |  | — |  | 1,544 |  |   | 1,463 |  | — |  | 1,463 |  |
| Brokerage                                                      | 693 |  | — |  | 693 |  |   | (413 | ) | — |  | (413 | ) |
| Corporate                                                      | (1,220 | ) | — |  | (1,220 | ) |   | (68 | ) | — |  | (68 | ) |
| Total income before income taxes and non-controlling interests | 7,023 |  | (125 | ) | 6,898 |  |   | 6,392 |  | (605 | ) | 5,787 |  |
| Income taxes                                                   | 2,576 |  | (44 | ) | 2,532 |  |   | 1,831 |  | (212 | ) | 1,619 |  |

----

|                                                            |
|------------------------------------------------------------|
|                                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                       | For the Three Months Ended |   | For the Three Months Ended |
|                                                       | September 30, 2010 |   | December 31, 2010 |
|                                                       | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Less: net income attributable to non-controlling interests | — |  | — |  | — |  |   | 51 |  | — |  | 51 |  |
| Net income                                                 | $ | 4,447 |  | $ | (81 | ) | $ | 4,366 |  |   | $ | 4,510 |  | $ | (393 | ) | $ | 4,117 |  |

|                                                                                       |
|---------------------------------------------------------------------------------------|
|                                                                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income  | For the Three Months Ended |   | For the Three Months Ended |
|                                                                                  | March 31, 2012 |   | June 30, 2012 |
|                                                                                  | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Segment Net Revenue                                                                   |   |   |   |   |   |   |   |
| Payment Protection                                                                    | $ | 13,175 |  | $ | (81 | ) | $ | 13,094 |  |   | $ | 15,007 |  | $ | (96 | ) | $ | 14,911 |  |
| BPO                                                                                   | 4,205 |  | — |  | 4,205 |  |   | 4,409 |  | — |  | 4,409 |  |
| Brokerage                                                                             | 10,023 |  | — |  | 10,023 |  |   | 9,782 |  | — |  | 9,782 |  |
| Segment net revenues                                                                  | 27,403 |  | (81 | ) | 27,322 |  |   | 29,198 |  | (96 | ) | 29,102 |  |
| Net losses and loss adjustment expenses                                               | 11,266 |  | — |  | 11,266 |  |   | 9,576 |  | — |  | 9,576 |  |
| Member benefit claims                                                                 | — |  | 1,303 |  | 1,303 |  |   | — |  | 1,098 |  | 1,098 |  |
| Commissions                                                                           | 20,039 |  | 11,949 |  | 31,988 |  |   | 19,892 |  | 11,390 |  | 31,282 |  |
| Total segment revenue                                                                 | 58,708 |  | 13,171 |  | 71,879 |  |   | 58,666 |  | 12,392 |  | 71,058 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Operating Expenses                                                                    |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 7,913 |  | — |  | 7,913 |  |   | 8,729 |  | — |  | 8,729 |  |
| BPO                                                                                   | 3,133 |  | — |  | 3,133 |  |   | 3,351 |  | — |  | 3,351 |  |
| Brokerage                                                                             | 7,085 |  | — |  | 7,085 |  |   | 7,224 |  | — |  | 7,224 |  |
| Total operating expenses                                                              | 18,131 |  | — |  | 18,131 |  |   | 19,304 |  | — |  | 19,304 |  |
| Net losses and loss adjustment expenses                                               | 11,266 |  | — |  | 11,266 |  |   | 9,576 |  | — |  | 9,576 |  |
| Member benefit claims                                                                 | — |  | 1,303 |  | 1,303 |  |   | — |  | 1,098 |  | 1,098 |  |
| Commissions                                                                           | 20,039 |  | 11,949 |  | 31,988 |  |   | 19,892 |  | 11,390 |  | 31,282 |  |
| Total operating expenses before depreciation, amortization and interest expense       | 49,436 |  | 13,252 |  | 62,688 |  |   | 48,772 |  | 12,488 |  | 61,260 |  |
|                                                                                  |   |   |   |   |   |   |   |
| EBITDA                                                                                |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 5,262 |  | (81 | ) | 5,181 |  |   | 6,278 |  | (96 | ) | 6,182 |  |
| BPO                                                                                   | 1,072 |  | — |  | 1,072 |  |   | 1,058 |  | — |  | 1,058 |  |
| Brokerage                                                                             | 2,938 |  | — |  | 2,938 |  |   | 2,558 |  | — |  | 2,558 |  |
| Total EBITDA                                                                          | 9,272 |  | (81 | ) | 9,191 |  |   | 9,894 |  | (96 | ) | 9,798 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Depreciation and amortization                                                         |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 849 |  | — |  | 849 |  |   | 865 |  | — |  | 865 |  |
| BPO                                                                                   | 503 |  | — |  | 503 |  |   | 498 |  | — |  | 498 |  |
| Brokerage                                                                             | 868 |  | — |  | 868 |  |   | 778 |  | — |  | 778 |  |
| Total depreciation and amortization                                                   | 2,220 |  | — |  | 2,220 |  |   | 2,141 |  | — |  | 2,141 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Interest Expense                                                                      |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 1,012 |  | — |  | 1,012 |  |   | 971 |  | — |  | 971 |  |
| BPO                                                                                   | 267 |  | — |  | 267 |  |   | 259 |  | — |  | 259 |  |
| Brokerage                                                                             | 373 |  | — |  | 373 |  |   | 360 |  | — |  | 360 |  |
| Total interest expense                                                                | 1,652 |  | — |  | 1,652 |  |   | 1,590 |  | — |  | 1,590 |  |
|                                                                                  |   |   |   |   |   |   |   |

----

|                                                                                       |
|---------------------------------------------------------------------------------------|
|                                                                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income  | For the Three Months Ended |   | For the Three Months Ended |
|                                                                                  | March 31, 2012 |   | June 30, 2012 |
|                                                                                  | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Income (loss) before income taxes and non-controlling interests                       |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 3,401 |  | (81 | ) | 3,320 |  |   | 4,442 |  | (96 | ) | 4,346 |  |
| BPO                                                                                   | 302 |  | — |  | 302 |  |   | 301 |  | — |  | 301 |  |
| Brokerage                                                                             | 1,697 |  | — |  | 1,697 |  |   | 1,420 |  | — |  | 1,420 |  |
| Corporate                                                                             | — |  | — |  | — |  |   | — |  | — |  | — |  |
| Total income before income taxes and non-controlling interests                        | 5,400 |  | (81 | ) | 5,319 |  |   | 6,163 |  | (96 | ) | 6,067 |  |
| Income taxes                                                                          | 1,919 |  | (32 | ) | 1,887 |  |   | 2,146 |  | (38 | ) | 2,108 |  |
| Less: net income attributable to non-controlling interests                            | 18 |  | — |  | 18 |  |   | 15 |  | — |  | 15 |  |
| Net income                                                                            | $ | 3,463 |  | $ | (49 | ) | 3,414 |  |   | $ | 4,002 |  | $ | (58 | ) | $ | 3,944 |  |

|                                                                                       |
|---------------------------------------------------------------------------------------|
|                                                                                       |  |  |  |  |  |  |  |  |  |
| Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income  | For the Three Months Ended |
|                                                                                  | September 30, 2012 |
|                                                                                  | As Previously Reported | Adjustment | As Restated |
| Segment Net Revenue                                                                   |   |   |   |
| Payment Protection                                                                    | $ | 17,494 |  | $ | (144 | ) | $ | 17,350 |  |
| BPO                                                                                   | 4,951 |  | — |  | 4,951 |  |
| Brokerage                                                                             | 8,839 |  | — |  | 8,839 |  |
| Segment net revenues                                                                  | 31,284 |  | (144 | ) | 31,140 |  |
| Net losses and loss adjustment expenses                                               | 11,430 |  | — |  | 11,430 |  |
| Member benefit claims                                                                 | — |  | 1,157 |  | 1,157 |  |
| Commissions                                                                           | 21,548 |  | 11,829 |  | 33,377 |  |
| Total segment revenue                                                                 | 64,262 |  | 12,842 |  | 77,104 |  |
|                                                                                  |   |   |   |
| Operating Expenses                                                                    |   |   |   |
| Payment Protection                                                                    | 9,563 |  | — |  | 9,563 |  |
| BPO                                                                                   | 3,836 |  | — |  | 3,836 |  |
| Brokerage                                                                             | 7,268 |  | — |  | 7,268 |  |
| Total operating expenses                                                              | 20,667 |  | — |  | 20,667 |  |
| Net losses and loss adjustment expenses                                               | 11,430 |  | — |  | 11,430 |  |
| Member benefit claims                                                                 | — |  | 1,157 |  | 1,157 |  |
| Commissions                                                                           | 21,548 |  | 11,829 |  | 33,377 |  |
| Total operating expenses before depreciation, amortization and interest expense       | 53,645 |  | 12,986 |  | 66,631 |  |
|                                                                                  |   |   |   |
| EBITDA                                                                                |   |   |   |
| Payment Protection                                                                    | 7,931 |  | (144 | ) | 7,787 |  |
| BPO                                                                                   | 1,115 |  | — |  | 1,115 |  |
| Brokerage                                                                             | 1,571 |  | — |  | 1,571 |  |
| Total EBITDA                                                                          | 10,617 |  | (144 | ) | 10,473 |  |
|                                                                                  |   |   |   |
| Depreciation and amortization                                                         |   |   |   |
| Payment Protection                                                                    | 863 |  | — |  | 863 |  |
| BPO                                                                                   | 494 |  | — |  | 494 |  |
| Brokerage                                                                             | 641 |  | — |  | 641 |  |

----

|                                                                                       |
|---------------------------------------------------------------------------------------|
|                                                                                       |  |  |  |  |  |  |  |  |  |
| Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income  | For the Three Months Ended |
|                                                                                  | September 30, 2012 |
|                                                                                  | As Previously Reported | Adjustment | As Restated |
| Corporate                                                                             | — |  | — |  | — |  |
| Total depreciation and amortization                                                   | 1,998 |  | — |  | 1,998 |  |
|                                                                                  |   |   |   |
| Interest Expense                                                                      |   |   |   |
| Payment Protection                                                                    | 1,359 |  | — |  | 1,359 |  |
| BPO                                                                                   | 294 |  | — |  | 294 |  |
| Brokerage                                                                             | 372 |  | — |  | 372 |  |
| Total interest expense                                                                | 2,025 |  | — |  | 2,025 |  |
|                                                                                  |   |   |   |
| Income (loss) before income taxes and non-controlling interests                       |   |   |   |
| Payment Protection                                                                    | 5,709 |  | (144 | ) | 5,565 |  |
| BPO                                                                                   | 327 |  | — |  | 327 |  |
| Brokerage                                                                             | 558 |  | — |  | 558 |  |
| Total income before income taxes and non-controlling interests                        | 6,594 |  | (144 | ) | 6,450 |  |
| Income taxes                                                                          | 2,455 |  | (58 | ) | 2,397 |  |
| Less: net income attributable to non-controlling interests                            | 29 |  | — |  | 29 |  |
| Net income                                                                            | $ | 4,110 |  | $ | (86 | ) | 4,024 |  |

|                                                                                       |
|---------------------------------------------------------------------------------------|
|                                                                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income  | For the Three Months Ended |   | For the Three Months Ended |
|                                                                                  | March 31, 2011 |   | June 30, 2011 |
|                                                                                  | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Segment Net Revenue                                                                   |   |   |   |   |   |   |   |
| Payment Protection                                                                    | $ | 14,351 |  | $ | (180 | ) | $ | 14,171 |  |   | $ | 13,750 |  | $ | (392 | ) | $ | 13,358 |  |
| BPO                                                                                   | 3,564 |  | — |  | 3,564 |  |   | 3,691 |  | — |  | 3,691 |  |
| Brokerage                                                                             | 8,891 |  | — |  | 8,891 |  |   | 9,836 |  | — |  | 9,836 |  |
| Segment net revenues                                                                  | 26,806 |  | (180 | ) | 26,626 |  |   | 27,277 |  | (392 | ) | 26,885 |  |
| Net losses and loss adjustment expenses                                               | 9,373 |  | — |  | 9,373 |  |   | 9,251 |  | — |  | 9,251 |  |
| Member benefit claims                                                                 | — |  | 867 |  | 867 |  |   | — |  | 1,309 |  | 1,309 |  |
| Commissions                                                                           | 18,517 |  | 11,389 |  | 29,906 |  |   | 17,323 |  | 11,404 |  | 28,727 |  |
| Total segment revenue                                                                 | 54,696 |  | 12,076 |  | 66,772 |  |   | 53,851 |  | 12,321 |  | 66,172 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Operating Expenses                                                                    |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 8,768 |  | — |  | 8,768 |  |   | 8,644 |  | — |  | 8,644 |  |
| BPO                                                                                   | 2,619 |  | — |  | 2,619 |  |   | 2,828 |  | — |  | 2,828 |  |
| Brokerage                                                                             | 6,819 |  | — |  | 6,819 |  |   | 7,527 |  | — |  | 7,527 |  |
| Corporate                                                                             | — |  | — |  | — |  |   | 1,727 |  | — |  | 1,727 |  |
| Total operating expenses                                                              | 18,206 |  | — |  | 18,206 |  |   | 20,726 |  | — |  | 20,726 |  |
| Net losses and loss adjustment expenses                                               | 9,373 |  | — |  | 9,373 |  |   | 9,251 |  | — |  | 9,251 |  |
| Member benefit claims                                                                 | — |  | 867 |  | 867 |  |   | — |  | 1,309 |  | 1,309 |  |
| Commissions                                                                           | 18,517 |  | 11,389 |  | 29,906 |  |   | 17,323 |  | 11,404 |  | 28,727 |  |
| Total operating expenses before depreciation, amortization and interest expense       | 46,096 |  | 12,256 |  | 58,352 |  |   | 47,300 |  | 12,713 |  | 60,013 |  |
|                                                                                  |   |   |   |   |   |   |   |
| EBITDA                                                                                |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 5,583 |  | (180 | ) | 5,403 |  |   | 5,106 |  | (392 | ) | 4,714 |  |

----

|                                                                                       |
|---------------------------------------------------------------------------------------|
|                                                                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income  | For the Three Months Ended |   | For the Three Months Ended |
|                                                                                  | March 31, 2011 |   | June 30, 2011 |
|                                                                                  | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| BPO                                                                                   | 945 |  | — |  | 945 |  |   | 863 |  | — |  | 863 |  |
| Brokerage                                                                             | 2,072 |  | — |  | 2,072 |  |   | 2,309 |  | — |  | 2,309 |  |
| Corporate                                                                             | — |  | — |  | — |  |   | (1,727 | ) | — |  | (1,727 | ) |
| Total EBITDA                                                                          | 8,600 |  | (180 | ) | 8,420 |  |   | 6,551 |  | (392 | ) | 6,159 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Depreciation and amortization                                                         |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 953 |  | — |  | 953 |  |   | 1,324 |  | — |  | 1,324 |  |
| BPO                                                                                   | 240 |  | — |  | 240 |  |   | 277 |  | — |  | 277 |  |
| Brokerage                                                                             | 442 |  | — |  | 442 |  |   | 591 |  | — |  | 591 |  |
| Total depreciation and amortization                                                   | 1,635 |  | — |  | 1,635 |  |   | 2,192 |  | — |  | 2,192 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Interest Expense                                                                      |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 1,526 |  | — |  | 1,526 |  |   | 1,043 |  | — |  | 1,043 |  |
| BPO                                                                                   | 63 |  | — |  | 63 |  |   | 99 |  | — |  | 99 |  |
| Brokerage                                                                             | 442 |  | — |  | 442 |  |   | 783 |  | — |  | 783 |  |
| Total interest expense                                                                | 2,031 |  | — |  | 2,031 |  |   | 1,925 |  | — |  | 1,925 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Income (loss) before income taxes and non-controlling interests                       |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 3,104 |  | (180 | ) | 2,924 |  |   | 2,739 |  | (392 | ) | 2,347 |  |
| BPO                                                                                   | 642 |  | — |  | 642 |  |   | 487 |  | — |  | 487 |  |
| Brokerage                                                                             | 1,188 |  | — |  | 1,188 |  |   | 935 |  | — |  | 935 |  |
| Corporate                                                                             | — |  | — |  | — |  |   | (1,727 | ) | — |  | (1,727 | ) |
| Total income before income taxes and non-controlling interests                        | 4,934 |  | (180 | ) | 4,754 |  |   | 2,434 |  | (392 | ) | 2,042 |  |
| Income taxes                                                                          | 1,681 |  | (72 | ) | 1,609 |  |   | 907 |  | (157 | ) | 750 |  |
| Less: net (loss) income attributable to non-controlling interests                     | (174 | ) | — |  | (174 | ) |   | 2 |  | — |  | 2 |  |
| Net income                                                                            | $ | 3,427 |  | $ | (108 | ) | 3,319 |  |   | $ | 1,525 |  | $ | (235 | ) | $ | 1,290 |  |

|                                                                                       |
|---------------------------------------------------------------------------------------|
|                                                                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income  | For the Three Months Ended |   | For the Three Months Ended |
|                                                                                  | September 30, 2011 |   | December 31, 2011 |
|                                                                                  | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Segment Net Revenue                                                                   |   |   |   |   |   |   |   |
| Payment Protection                                                                    | $ | 15,770 |  | $ | (125 | ) | $ | 15,645 |  |   | $ | 16,658 |  | $ | (135 | ) | $ | 16,523 |  |
| BPO                                                                                   | 3,833 |  | — |  | 3,833 |  |   | 4,496 |  | — |  | 4,496 |  |
| Brokerage                                                                             | 9,208 |  | — |  | 9,208 |  |   | 9,097 |  | — |  | 9,097 |  |
| Corporate                                                                             | — |  | — |  | — |  |   | — |  | — |  | — |  |
| Segment net revenues                                                                  | 28,811 |  | (125 | ) | 28,686 |  |   | 30,251 |  | (135 | ) | 30,116 |  |
| Net losses and loss adjustment expenses                                               | 9,714 |  | — |  | 9,714 |  |   | 9,611 |  | — |  | 9,611 |  |
| Member benefit claims                                                                 | — |  | 945 |  | 945 |  |   | — |  | 1,288 |  | 1,288 |  |
| Commissions                                                                           | 17,926 |  | 16,011 |  | 33,937 |  |   | 20,465 |  | 13,883 |  | 34,348 |  |
| Total segment revenue                                                                 | 56,451 |  | 16,831 |  | 73,282 |  |   | 60,327 |  | 15,036 |  | 75,363 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Operating Expenses                                                                    |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 8,445 |  | — |  | 8,445 |  |   | 7,657 |  | — |  | 7,657 |  |
| BPO                                                                                   | 2,717 |  | — |  | 2,717 |  |   | 3,434 |  | — |  | 3,434 |  |
| Brokerage (1)                                                                         | 7,491 |  | — |  | 7,491 |  |   | 7,452 |  | — |  | 7,452 |  |
| Corporate                                                                             | 36 |  | — |  | 36 |  |   | — |  | — |  | — |  |

----

|                                                                                                        |
|--------------------------------------------------------------------------------------------------------|
|                                                                                                        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income                   | For the Three Months Ended |   | For the Three Months Ended |
|                                                                                                   | September 30, 2011 |   | December 31, 2011 |
|                                                                                                   | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Total operating expenses                                                                               | 18,689 |  | — |  | 18,689 |  |   | 18,543 |  | — |  | 18,543 |  |
| Net losses and loss adjustment expenses                                                                | 9,714 |  | — |  | 9,714 |  |   | 9,611 |  | — |  | 9,611 |  |
| Member benefit claims                                                                                  | — |  | 945 |  | 945 |  |   | — |  | 1,288 |  | 1,288 |  |
| Commissions                                                                                            | 17,926 |  | 16,011 |  | 33,937 |  |   | 20,465 |  | 13,883 |  | 34,348 |  |
| Total operating expenses before depreciation, amortization and interest expense                        | 46,329 |  | 16,956 |  | 63,285 |  |   | 48,619 |  | 15,171 |  | 63,790 |  |
|                                                                                                   |   |   |   |   |   |   |   |
| EBITDA                                                                                                 |   |   |   |   |   |   |   |
| Payment Protection                                                                                     | 7,325 |  | (125 | ) | 7,200 |  |   | 9,001 |  | (135 | ) | 8,866 |  |
| BPO                                                                                                    | 1,116 |  | — |  | 1,116 |  |   | 1,062 |  | — |  | 1,062 |  |
| Brokerage (1)                                                                                          | 1,717 |  | — |  | 1,717 |  |   | 1,645 |  | — |  | 1,645 |  |
| Corporate                                                                                              | (36 | ) | — |  | (36 | ) |   | — |  | — |  | — |  |
| Total EBITDA                                                                                           | 10,122 |  | (125 | ) | 9,997 |  |   | 11,708 |  | (135 | ) | 11,573 |  |
|                                                                                                   |   |   |   |   |   |   |   |
| Depreciation and amortization                                                                          |   |   |   |   |   |   |   |
| Payment Protection                                                                                     | 927 |  | — |  | 927 |  |   | 1,001 |  | — |  | 1,001 |  |
| BPO                                                                                                    | 307 |  | — |  | 307 |  |   | 300 |  | — |  | 300 |  |
| Brokerage                                                                                              | 650 |  | — |  | 650 |  |   | 1,017 |  | — |  | 1,017 |  |
| Corporate                                                                                              | — |  | — |  | — |  |   | — |  | — |  | — |  |
| Total depreciation and amortization                                                                    | 1,884 |  | — |  | 1,884 |  |   | 2,318 |  | — |  | 2,318 |  |
|                                                                                                   |   |   |   |   |   |   |   |
| Interest Expense                                                                                       |   |   |   |   |   |   |   |
| Payment Protection                                                                                     | 1,053 |  | — |  | 1,053 |  |   | 1,027 |  | — |  | 1,027 |  |
| BPO                                                                                                    | 96 |  | — |  | 96 |  |   | 161 |  | — |  | 161 |  |
| Brokerage                                                                                              | 757 |  | — |  | 757 |  |   | 591 |  | — |  | 591 |  |
| Total interest expense                                                                                 | 1,906 |  | — |  | 1,906 |  |   | 1,779 |  | — |  | 1,779 |  |
|                                                                                                   |   |   |   |   |   |   |   |
| Income (loss) before income taxes and non-controlling interests                                        |   |   |   |   |   |   |   |
| Payment Protection                                                                                     | 5,345 |  | (125 | ) | 5,220 |  |   | 6,973 |  | (135 | ) | 6,838 |  |
| BPO                                                                                                    | 713 |  | — |  | 713 |  |   | 601 |  | — |  | 601 |  |
| Brokerage (1)                                                                                          | 310 |  | — |  | 310 |  |   | 37 |  | — |  | 37 |  |
| Corporate                                                                                              | (36 | ) | — |  | (36 | ) |   | — |  | — |  | — |  |
| Total income before income taxes and non-controlling interests                                         | 6,332 |  | (125 | ) | 6,207 |  |   | 7,611 |  | (135 | ) | 7,476 |  |
| Income taxes                                                                                           | 2,259 |  | (50 | ) | 2,209 |  |   | 2,626 |  | (54 | ) | 2,572 |  |
| Less: net income attributable to non-controlling interests                                             | 1 |  | — |  | 1 |  |   | 1 |  | — |  | 1 |  |
| Net income                                                                                             | $ | 4,072 |  | $ | (75 | ) | 3,997 |  |   | $ | 4,984 |  | $ | (81 | ) | $ | 4,903 |  |
|                                                                                                   |   |   |   |   |   |   |   |
| (1) -  Includes loss on sale of subsidiary of $477 for the three months ended September 30, 2011. |   |   |   |   |

----

|                                                                                       |
|---------------------------------------------------------------------------------------|
|                                                                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income  | For the Three Months Ended |   | For the Three Months Ended |
|                                                                                  | March 31, 2010 |   | June 30, 2010 |
|                                                                                  | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Segment Net Revenue                                                                   |   |   |   |   |   |   |   |
| Payment Protection                                                                    | $ | 9,903 |  | $ | — |  | $ | 9,903 |  |   | $ | 12,210 |  | $ | — |  | $ | 12,210 |  |
| BPO                                                                                   | 4,563 |  | — |  | 4,563 |  |   | 4,327 |  | — |  | 4,327 |  |
| Brokerage                                                                             | 8,261 |  | — |  | 8,261 |  |   | 7,680 |  | — |  | 7,680 |  |
| Segment net revenues                                                                  | 22,727 |  | — |  | 22,727 |  |   | 24,217 |  | — |  | 24,217 |  |
| Net losses and loss adjustment expenses                                               | 8,777 |  | — |  | 8,777 |  |   | 7,316 |  | — |  | 7,316 |  |
| Member benefit claims                                                                 | — |  | — |  | — |  |   | — |  | (23 | ) | (23 | ) |
| Commissions                                                                           | 19,349 |  | — |  | 19,349 |  |   | 17,850 |  | 3,105 |  | 20,955 |  |
| Total segment revenue                                                                 | 50,853 |  | — |  | 50,853 |  |   | 49,383 |  | 3,082 |  | 52,465 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Operating Expenses                                                                    |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 5,094 |  | 656 |  | 5,750 |  |   | 6,191 |  | 167 |  | 6,358 |  |
| BPO                                                                                   | 2,774 |  | — |  | 2,774 |  |   | 2,635 |  | — |  | 2,635 |  |
| Brokerage                                                                             | 6,119 |  | — |  | 6,119 |  |   | 5,785 |  | — |  | 5,785 |  |
| Corporate                                                                             | 230 |  | — |  | 230 |  |   | 612 |  | — |  | 612 |  |
| Total operating expenses                                                              | 14,217 |  | 656 |  | 14,873 |  |   | 15,223 |  | 167 |  | 15,390 |  |
| Net losses and loss adjustment expenses                                               | 8,777 |  | — |  | 8,777 |  |   | 7,316 |  | — |  | 7,316 |  |
| Member benefit claims                                                                 | — |  | — |  | — |  |   | — |  | (23 | ) | (23 | ) |
| Commissions                                                                           | 19,349 |  | — |  | 19,349 |  |   | 17,850 |  | 3,105 |  | 20,955 |  |
| Total operating expenses before depreciation, amortization and interest expense       | 42,343 |  | 656 |  | 42,999 |  |   | 40,389 |  | 3,249 |  | 43,638 |  |
|                                                                                  |   |   |   |   |   |   |   |
| EBITDA                                                                                |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 4,809 |  | (656 | ) | 4,153 |  |   | 6,019 |  | (167 | ) | 5,852 |  |
| BPO                                                                                   | 1,789 |  | — |  | 1,789 |  |   | 1,692 |  | — |  | 1,692 |  |
| Brokerage                                                                             | 2,142 |  | — |  | 2,142 |  |   | 1,895 |  | — |  | 1,895 |  |
| Corporate                                                                             | (230 | ) | — |  | (230 | ) |   | (612 | ) | — |  | (612 | ) |
| Total EBITDA                                                                          | 8,510 |  | (656 | ) | 7,854 |  |   | 8,994 |  | (167 | ) | 8,827 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Depreciation and amortization                                                         |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 470 |  | — |  | 470 |  |   | 585 |  | — |  | 585 |  |
| BPO                                                                                   | 174 |  | — |  | 174 |  |   | 80 |  | — |  | 80 |  |
| Brokerage                                                                             | 410 |  | — |  | 410 |  |   | 398 |  | — |  | 398 |  |
| Total depreciation and amortization                                                   | 1,054 |  | — |  | 1,054 |  |   | 1,063 |  | — |  | 1,063 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Interest Expense                                                                      |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 1,661 |  | — |  | 1,661 |  |   | 1,704 |  | — |  | 1,704 |  |
| BPO                                                                                   | 106 |  | — |  | 106 |  |   | 92 |  | — |  | 92 |  |
| Brokerage                                                                             | 124 |  | — |  | 124 |  |   | 189 |  | — |  | 189 |  |
| Total interest expense                                                                | 1,891 |  | — |  | 1,891 |  |   | 1,985 |  | — |  | 1,985 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Income (loss) before income taxes and non-controlling interests                       |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 2,678 |  | (656 | ) | 2,022 |  |   | 3,730 |  | (167 | ) | 3,563 |  |
| BPO                                                                                   | 1,509 |  | — |  | 1,509 |  |   | 1,520 |  | — |  | 1,520 |  |
| Brokerage                                                                             | 1,608 |  | — |  | 1,608 |  |   | 1,308 |  | — |  | 1,308 |  |
| Corporate                                                                             | (230 | ) | — |  | (230 | ) |   | (612 | ) | — |  | (612 | ) |
| Total income before income taxes and non-controlling interests                        | 5,565 |  | (656 | ) | 4,909 |  |   | 5,946 |  | (167 | ) | 5,779 |  |
| Income taxes                                                                          | 2,076 |  | (230 | ) | 1,846 |  |   | 2,220 |  | (58 | ) | 2,162 |  |
| Less: net income (loss) attributable to non-controlling interests                     | 15 |  | — |  | 15 |  |   | (46 | ) | — |  | (46 | ) |

----

|                                                                                       |
|---------------------------------------------------------------------------------------|
|                                                                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income  | For the Three Months Ended |   | For the Three Months Ended |
|                                                                                  | March 31, 2010 |   | June 30, 2010 |
|                                                                                  | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Net income                                                                            | $ | 3,474 |  | $ | (426 | ) | 3,048 |  |   | $ | 3,772 |  | $ | (109 | ) | $ | 3,663 |  |

|                                                                                       |
|---------------------------------------------------------------------------------------|
|                                                                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income  | For the Three Months Ended |   | For the Three Months Ended |
|                                                                                  | September 30, 2010 |   | December 31, 2010 |
|                                                                                  | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| Segment Net Revenue                                                                   |   |   |   |   |   |   |   |
| Payment Protection                                                                    | $ | 14,641 |  | $ | — |  | $ | 14,641 |  |   | $ | 14,192 |  | $ | — |  | $ | 14,192 |  |
| BPO                                                                                   | 4,715 |  | — |  | 4,715 |  |   | 3,464 |  | — |  | 3,464 |  |
| Brokerage                                                                             | 7,158 |  | — |  | 7,158 |  |   | 6,138 |  | — |  | 6,138 |  |
| Segment net revenues                                                                  | 26,514 |  | — |  | 26,514 |  |   | 23,794 |  | — |  | 23,794 |  |
| Net losses and loss adjustment expenses                                               | 10,993 |  | — |  | 10,993 |  |   | 8,949 |  | — |  | 8,949 |  |
| Member benefit claims                                                                 | — |  | 211 |  | 211 |  |   | — |  | 278 |  | 278 |  |
| Commissions                                                                           | 16,432 |  | 8,527 |  | 24,959 |  |   | 17,372 |  | 10,011 |  | 27,383 |  |
| Total segment revenue                                                                 | 53,939 |  | 8,738 |  | 62,677 |  |   | 50,115 |  | 10,289 |  | 60,404 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Operating Expenses                                                                    |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 6,435 |  | 125 |  | 6,560 |  |   | 5,853 |  | 605 |  | 6,458 |  |
| BPO                                                                                   | 2,588 |  | — |  | 2,588 |  |   | 2,005 |  | — |  | 2,005 |  |
| Brokerage                                                                             | 5,783 |  | — |  | 5,783 |  |   | 5,842 |  | — |  | 5,842 |  |
| Corporate                                                                             | 1,220 |  | — |  | 1,220 |  |   | 68 |  | — |  | 68 |  |
| Total operating expenses                                                              | 16,026 |  | 125 |  | 16,151 |  |   | 13,768 |  | 605 |  | 14,373 |  |
| Net losses and loss adjustment expenses                                               | 10,993 |  | — |  | 10,993 |  |   | 8,949 |  | — |  | 8,949 |  |
| Member benefit claims                                                                 | — |  | 211 |  | 211 |  |   | — |  | 278 |  | 278 |  |
| Commissions                                                                           | 16,432 |  | 8,527 |  | 24,959 |  |   | 17,372 |  | 10,011 |  | 27,383 |  |
| Total operating expenses before depreciation, amortization and interest expense       | 43,451 |  | 8,863 |  | 52,314 |  |   | 40,089 |  | 10,894 |  | 50,983 |  |
|                                                                                  |   |   |   |   |   |   |   |
| EBITDA                                                                                |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 8,206 |  | (125 | ) | 8,081 |  |   | 8,339 |  | (605 | ) | 7,734 |  |
| BPO                                                                                   | 2,127 |  | — |  | 2,127 |  |   | 1,459 |  | — |  | 1,459 |  |
| Brokerage                                                                             | 1,375 |  | — |  | 1,375 |  |   | 296 |  | — |  | 296 |  |
| Corporate                                                                             | (1,220 | ) | — |  | (1,220 | ) |   | (68 | ) | — |  | (68 | ) |
| Total EBITDA                                                                          | 10,488 |  | (125 | ) | 10,363 |  |   | 10,026 |  | (605 | ) | 9,421 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Depreciation and amortization                                                         |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 327 |  | — |  | 327 |  |   | 970 |  | — |  | 970 |  |
| BPO                                                                                   | 457 |  | — |  | 457 |  |   | (113 | ) | — |  | (113 | ) |
| Brokerage                                                                             | 435 |  | — |  | 435 |  |   | 435 |  | — |  | 435 |  |
| Total depreciation and amortization                                                   | 1,219 |  | — |  | 1,219 |  |   | 1,292 |  | — |  | 1,292 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Interest Expense                                                                      |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 1,873 |  | — |  | 1,873 |  |   | 1,959 |  | — |  | 1,959 |  |
| BPO                                                                                   | 126 |  | — |  | 126 |  |   | 109 |  | — |  | 109 |  |
| Brokerage                                                                             | 247 |  | — |  | 247 |  |   | 274 |  | — |  | 274 |  |
| Total interest expense                                                                | 2,246 |  | — |  | 2,246 |  |   | 2,342 |  | — |  | 2,342 |  |
|                                                                                  |   |   |   |   |   |   |   |
| Income (loss) before income taxes and non-controlling interests                       |   |   |   |   |   |   |   |
| Payment Protection                                                                    | 6,006 |  | (125 | ) | 5,881 |  |   | 5,410 |  | (605 | ) | 4,805 |  |

----

|                                                                                       |
|---------------------------------------------------------------------------------------|
|                                                                                       |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Reconciliation of Segment Net Revenue to Total Revenue and EBITDA to Net Income  | For the Three Months Ended |   | For the Three Months Ended |
|                                                                                  | September 30, 2010 |   | December 31, 2010 |
|                                                                                  | As Previously Reported | Adjustment | As Restated |   | As Previously Reported | Adjustment | As Restated |
| BPO                                                                                   | 1,544 |  | — |  | 1,544 |  |   | 1,463 |  | — |  | 1,463 |  |
| Brokerage                                                                             | 693 |  | — |  | 693 |  |   | (413 | ) | — |  | (413 | ) |
| Corporate                                                                             | (1,220 | ) | — |  | (1,220 | ) |   | (68 | ) | — |  | (68 | ) |
| Total income before income taxes and non-controlling interests                        | 7,023 |  | (125 | ) | 6,898 |  |   | 6,392 |  | (605 | ) | 5,787 |  |
| Income taxes                                                                          | 2,576 |  | (44 | ) | 2,532 |  |   | 1,831 |  | (212 | ) | 1,619 |  |
| Less: net income attributable to non-controlling interests                            | — |  | — |  | — |  |   | 51 |  | — |  | 51 |  |
| Net income                                                                            | $ | 4,447 |  | $ | (81 | ) | 4,366 |  |   | $ | 4,510 |  | $ | (393 | ) | $ | 4,117 |  |

----

----

----

|     |
|-----|
|     |  |
| (a) | Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements. |
| (b) | Consolidated Balance Sheets as of December 31, 2012 and 2011(Restated). |
| (c) | Consolidated Statements of Income for the years ended December 31, 2012, 2011 (Restated) and 2010 (Restated). |
| (d) | Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 (Restated) and 2010 (Restated). |
| (e) | Consolidated Statements of Stockholders' Equity for the years ended December 31, 2012, 2011(Restated) and 2010(Restated). |
| (f) | Consolidated Statements of Cash Flows the years ended December 31, 2012, 2011(Restated) and 2010 (Restated). |
| (g) | Notes to Consolidated Financial Statements. |

|                                                    |
|----------------------------------------------------|
|                                                    |  |  |  |  |  |  |  |  |  |  |  |
| FORTEGRA FINANCIAL CORPORATION                     |
| PARENT COMPANY ONLY CONDENSED STATEMENTS OF INCOME |
| (All Amounts in Thousands)                         | Years Ended December 31, |
|                                               | 2012 |   | 2011 |   | 2010 |
| Revenues                                           |   |   | As Restated |   | As Restated |
| Management fee from subsidiaries*                  | $ | — |  |   | $ | — |  |   | $ | — |  |
| Net investment income                              | 290 |  |   | 298 |  |   | 307 |  |
| Other income                                       | — |  |   | — |  |   | — |  |
| Total net revenue                                  | 290 |  |   | 298 |  |   | 307 |  |
| Expenses                                           |   |   |   |   |   |
| Personnel costs*                                   | — |  |   | — |  |   | — |  |
| Other operating expenses                           | 1,036 |  |   | 558 |  |   | 598 |  |
| Interest expense                                   | 210 |  |   | 1,062 |  |   | 904 |  |
| Total expenses                                     | 1,246 |  |   | 1,620 |  |   | 1,502 |  |
| Income before interest and income taxes interest   | (956 | ) |   | (1,322 | ) |   | (1,195 | ) |
| Income taxes                                       | (335 | ) |   | (357 | ) |   | (287 | ) |
| Income before equity in net income in subsidiaries | (621 | ) |   | (965 | ) |   | (908 | ) |
| Equity in net income of subsidiaries*              | 15,786 |  |   | 14,474 |  |   | 16,102 |  |
| Net income                                         | $ | 15,165 |  |   | $ | 13,509 |  |   | $ | 15,194 |  |
| * Eliminated in consolidation                      |   |   |   |   |   |

----

|                                              |
|----------------------------------------------|
|                                              |  |  |  |  |  |  |  |
| FORTEGRA FINANCIAL CORPORATION               |
| PARENT COMPANY ONLY CONDENSED BALANCE SHEETS |
| (All Amounts in Thousands)                   |  December 31, |
|                                         | 2012 |   | 2011 |
| Assets:                                      |   |   | As Restated |
| Investment in subsidiaries *                 | $ | 120,406 |  |   | $ | 102,788 |  |
| Cash and cash equivalents                    | 279 |  |   | 138 |  |
| Due from subsidiaries, net*                  | 13,960 |  |   | 19,891 |  |
| Notes receivable*                            | 4,999 |  |   | 3,351 |  |
| Other assets                                 | 933 |  |   | 903 |  |
| Total assets                                 | $ | 140,577 |  |   | $ | 127,071 |  |
| Liabilities:                                 |   |   |   |
| Long-term debt                               | $ | — |  |   | $ | — |  |
| Other liabilities                            | 194 |  |   | 496 |  |
| Total liabilities                            | 194 |  |   | 496 |  |
| Stockholders' equity:                        |   |   |   |
| Total stockholders' equity                   | 140,383 |  |   | 126,575 |  |
| Total liabilities and stockholders' equity   | $ | 140,577 |  |   | $ | 127,071 |  |
| * Eliminated in consolidation                |   |   |   |

|                                                                                                  |
|--------------------------------------------------------------------------------------------------|
|                                                                                                  |  |  |  |  |  |  |  |  |  |  |  |
| FORTEGRA FINANCIAL CORPORATION                                                                   |
| PARENT COMPANY ONLY CONDENSED STATEMENTS OF CASH FLOWS                                           |
| (All Amounts in Thousands)                                                                       | Years Ended December 31, |
|                                                                                             | 2012 |   | 2011 |   | 2010 |
| Operating Activities:                                                                            |   |   | As Restated |   | As Restated |
| Net income                                                                                       | $ | 15,165 |  |   | $ | 13,509 |  |   | $ | 15,194 |  |
| Adjustments to reconcile net income to net cash flows (used in) provided by operating activities |   |   |   |   |   |
| Equity in net income of subsidiaries*                                                            | (15,786 | ) |   | (14,474 | ) |   | (16,102 | ) |
| Cash dividend from subsidiaries                                                                  | — |  |   | — |  |   | — |  |
| Deferred income tax expense                                                                      | — |  |   | — |  |   | 93 |  |
| Stock based compensation                                                                         | 384 |  |   | 409 |  |   | 176 |  |
| Other changes in assets and liabilities:                                                         |   |   |   |   |   |
| Net due to subsidiaries                                                                          | 5,931 |  |   | 14,012 |  |   | (16,083 | ) |
| Other assets and other liabilities                                                               | (332 | ) |   | 344 |  |   | 1,226 |  |
| Net cash flows provided by (used in) operating activities                                        | 5,362 |  |   | 13,800 |  |   | (15,496 | ) |
| Investing Activities:                                                                            |   |   |   |   |   |
| Proceeds from maturities of investments                                                          | — |  |   | — |  |   | — |  |
| Net paid for the acquisition of subsidiaries                                                     | — |  |   | — |  |   | — |  |
| Proceeds from notes receivable                                                                   | (1,648 | ) |   | 84 |  |   | 703 |  |
| Net cash flows (used in) provided by investing activities                                        | (1,648 | ) |   | 84 |  |   | 703 |  |
| Financing Activities:                                                                            |   |   |   |   |   |
| Repayments of notes payable                                                                      | — |  |   | (11,040 | ) |   | (11,487 | ) |
| Additional borrowings under notes payable                                                        | — |  |   | — |  |   | — |  |
| Net proceeds from issuance of common stock                                                       | — |  |   | — |  |   | 40,203 |  |
| Initial public offering costs                                                                    | — |  |   | (826 | ) |   | — |  |
| Net proceeds from exercise of stock options                                                      | 20 |  |   | 651 |  |   | 203 |  |
| (Purchase) issuance of treasury stock                                                            | (3,923 | ) |   | (2,552 | ) |   | — |  |
| Net proceeds received from stock issued in the Employee Stock Purchase Plan                      | 330 |  |   | — |  |   | — |  |
| Stockholder funds disbursed at purchase                                                          | — |  |   | — |  |   | (14,105 | ) |
| Net cash flows (used in) provided by financing activities                                        | (3,573 | ) |   | (13,767 | ) |   | 14,814 |  |
| Net increase in cash and cash equivalents                                                        | 141 |  |   | 117 |  |   | 21 |  |
| Cash and cash equivalents at beginning of period                                                 | 138 |  |   | 21 |  |   | — |  |
| Cash and cash equivalents at end of period                                                       | $ | 279 |  |   | $ | 138 |  |   | $ | 21 |  |
| * Eliminated in consolidation                                                                    |   |   |   |   |   |

----

|                |
|----------------|
|                |  |  |  |  |  |  |  |
|           |   | 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., 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 | 3.2 |   |   |
| 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           | Amended Subordinated Debenture Purchase Agreement, dated June 16, 2010, 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 |   |   |

----

|                |
|----------------|
|                |  |  |  |  |  |  |  |
|           |   | 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, 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., 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., 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 and LOTS Intermediate Co., as borrowers 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 and the executive officers serving as plan committee members for the Fortegra Financial Corporation 401(k) Savings Plan. | 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 |   |   |
| 10.17 *        | 2005 Equity Incentive Plan. | S-1/A | 333-169550 | 10/29/2010 | 10.28 |   |   |
| 10.18 *        | Key Employee Stock Option Plan (1995) Agreement. | S-1/A | 333-169550 | 10/29/2010 | 10.29 |   |   |

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|                |
|----------------|
|                |  |  |  |  |  |  |  |
|           |   | Incorporated by Reference |   |   |   |
| Exhibit Number | Description of Exhibits | Form | File Number | Date Filed | Original Exhibit Number | Filed Herewith | Furnished Herewith |
| 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 SECURTIES AND EXHANGE 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 SECURTIES AND EXHANGE 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 |   |   |
| 10.28 *        | Form of Restricted Stock Award Agreement (Bonus Pool). | S-1/A | 333-169550 | 12/3/2010 | 10.49 |   |   |
| 10.29 *        | Form of Nonqualified Stock Option Award Agreement. | S-1/A | 333-169550 | 12/3/2010 | 10.50 |   |   |
| 10.30 *        | Form of Nonqualified Stock Option Award Agreement for Walter P. Mascherin. | S-1/A | 333-169550 | 12/3/2010 | 10.51 |   |   |

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|                |
|----------------|
|                |  |  |  |  |  |  |  |
|           |   | Incorporated by Reference |   |   |   |
| Exhibit Number | Description of Exhibits | Form | File Number | Date Filed | Original Exhibit Number | Filed Herewith | Furnished Herewith |
| 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, 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. | 8-K | 001-35009 | 8/7/2012 | 10.1 |   |   |
| 10.35          | Subsidiary Guaranty Agreement, dated August 2, 2012, among certain subsidiaries of Fortegra Financial Corporation and LOTS Intermediate Co., as guarantors, and Wells Fargo Bank, N.A. | 8-K | 001-35009 | 8/7/2012 | 10.2 |   |   |
| 10.36          | Pledge Agreement, dated August 2, 2012, by Fortegra Financial Corporation and LOTS Intermediate Co., as pledgors, and Wells Fargo Bank, N.A. | 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. | 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. | 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. | 8-K | 001-35009 | 8/7/2012 | 10.6 |   |   |
| 10.40*         | Executive Employment and Non-Competition Agreement, dated as of January 1, 2011, by and between Fortegra Financial Corporation and Igor Best-Devereux | 10-K | 001-35009 | 4/1/2013 | 10.40 |   |   |
| 11.1           | Statement Regarding Computation of Per Share Earnings (incorporated by reference to Notes to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K, as amended by Amendment No. 1 on Form 10-K/A). |   |   |   |   |   |   |
| 21             | List of Subsidiaries of Fortegra Financial Corporation | 10-K | 001-35009 | 4/1/2013 | 21 |   |   |
| 23.1           | Consent of Johnson Lambert LLP, Independent Registered Public Accounting Firm | 10-K | 001-35009 | 4/1/2013 | 23 |   |   |
| 23.2           | Consent of Johnson Lambert LLP, Independent Registered Public Accounting Firm |   |   |   |   | X |   |
| 31.1           | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. | 10-K | 001-35009 | 4/1/2013 | 31.1 |   |   |
| 31.2           | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. |   |   |   |   | X |   |
| 31.3           | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. | 10-K | 001-35009 | 4/1/2013 | 31.2 |   |   |
| 31.4           | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. |   |   |   |   | X |   |

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|                |
|----------------|
|                |  |  |  |  |  |  |  |
|           |   | Incorporated by Reference |   |   |   |
| Exhibit Number | Description of Exhibits | Form | File Number | Date Filed | Original Exhibit Number | Filed Herewith | Furnished Herewith |
| 32.1           | Certification of Chief Executive Officer and 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-K | 001-35009 | 4/1/2013 | 32.1 |   |   |
| 32.2           | Certification of Chief Executive Officer and 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 Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets at December 31, 2012 and December 31, 2011, (ii) the Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2011, (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2011, (iv) the Consolidated Statements of Stockholders' Equity for the years ended December 31, 2012, 2011 and 2011, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2011, and (vi) the Notes to Consolidated Financial Statements. (1) | 10-K | 001-35009 | 4/1/2013 | 101 (1) |   |   |
| *              | Management contract or compensatory plan or arrangement. |   |   |   |   |   |   |
| (1)            | Previously furnished with the Annual Report on Form 10-K of Fortegra Financial Corporation for the year ended December 31, 2012, as filed on April 1, 2013. |   |   |   |   |   |   |

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|        |
|--------|
|        |  |  |  |  |
|   |   |   |   | Fortegra Financial Corporation |
|   |   |   |   |   |
| Date:  | August 23, 2013 |   | By: | /s/ Richard S. Kahlbaugh |
|   |   |   |   | Richard S. Kahlbaugh |
|   |   |   |   | Chairman, President and Chief Executive Officer |