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Fortegra Financial Corporation Reports Third Quarter 2012 Net Income $4.1 Million; Net Revenues Increase 8.6%

JACKSONVILLE, FL -- (Marketwire) -- 11/12/12 -- Fortegra Financial Corporation (NYSE: FRF), an insurance services company providing distribution and administration services and insurance-related products, today reported results for the third quarter ended September 30, 2012.

  • Direct and assumed written premiums increased 6.3% year-over-year to a record $100.4 million

  • Net revenues climbed 8.6% compared to prior-year, including the impact from a change in accounting estimate

  • Third quarter net income was $4.1 million ($0.20 per diluted share) with Adjusted Net Income of $4.7 million ($0.23 per diluted share)

  • Third quarter Adjusted EBITDA was $10.9 million ($0.53 per diluted share) with Adjusted EBITDA margin of 34.9%

"I am pleased with the progress we are making at Fortegra. We continued to build strength throughout the organization not only with our current suite of products but also with the launch of additional complementary products," said Richard S. Kahlbaugh, Chairman, President and Chief Executive Officer of Fortegra. "While cross-selling and direct marketing initiatives continue, we recently conducted market tests on SnapBack, a warranty product providing glass protection to mobile devices and tablets. Based on the positive customer feedback, this confirmed SnapBack's market potential. With SnapBack and other product development initiatives underway in our business, I am confident we have the products and programs that allow us to deliver on our long term growth strategy."

Third Quarter Results
Total revenues increased 13.8% to $64.3 million for the third quarter of 2012, compared to $56.5 million for the third quarter of 2011. Net revenues (total revenues less net losses and loss adjustment and commissions expenses) increased 8.6% to $31.3 million for the third quarter of 2012, compared to $28.8 million for the prior-year period. The change in accounting estimate recorded during the three months ended September 30, 2012 increased total revenues and net revenues by $4.0 million and $1.2 million, respectively.

Operating expenses were $20.7 million compared with $18.2 million one year ago. The 2011 acquisition of Pacific Benefits Group contributed $1.4 million of the increase.

Net income for the third quarter 2012 was $4.1 million or $0.20 per diluted share, comparable to $4.1 million, or $0.19 per diluted share in the third quarter 2011. The change in accounting estimate contributed $1.0 million during the quarter. In addition, as previously announced, the company experienced a one-time charge of $0.7 million (pre-tax) during the quarter related to the retirement of the previous debt facility.

Adjusted EBITDA for the third quarter of 2012 was $10.9 million, compared to $10.8 million for the third quarter of 2011. Adjusted EBITDA margin for the third quarter of 2012 was 34.9%, compared to 37.7% for the prior-year period.

Segment Results
Payment Protection
For the three months ended September, 2012, net revenues for the Payment Protection segment were $17.5 million, compared to $15.8 million for the prior-year period. The current period included net revenues of $1.2 million attributable to the change in accounting estimate. EBITDA for the Payment Protection segment was $7.9 million for the third quarter of 2012, compared to $7.3 million for the prior-year period. EBITDA margin for the Payment Protection segment was 45.3% for the third quarter of 2012, compared to 46.4% for the prior-year period. Direct and assumed written premiums increased 6.3% year-over-year to a record $100.4 million.

Business Process Outsourcing (BPO)
Net revenues for the BPO segment increased to $5.0 million for the third quarter of 2012, compared to $3.8 million for the third quarter of 2011, primarily attributable to the PBG acquisition. EBITDA for the BPO segment was essentially flat at $1.1 million for the third quarter of 2012 compared to the prior-year period. EBITDA margin for the BPO segment declined to 22.5% for the third quarter of 2012, compared to 29.1% for the prior-year period. The decline reflects weaker than expected margins from Pacific Benefits Group.

Brokerage
Net revenues for the Brokerage segment declined to $8.8 million for the third quarter of 2012 from $9.2 million in the prior-year period. EBITDA for the Brokerage segment fell modestly to $1.6 million for the third quarter of 2012, compared to $1.7 million for the prior-year period. EBITDA margin for the Brokerage segment declined 80 bps year over year to 17.8%. Bliss & Glennon revenues continued to outpace prior year results, while a soft reinsurance market is impacting eReinsure.

Balance Sheet
Total invested assets and cash and cash equivalents amounted to $129.2 million as of September, 2012 compared to $127.1 million as of December 31, 2011. Unearned premiums were $231.1 million as of September 30, 2012 compared to $227.9 million as of December 31, 2011. Total debt outstanding at September 30, 2012 was $106.2 million compared to $108.0 million as of December 31, 2011. Stockholder's equity increased to $137.3 million as of September, 30, 2012 compared to $127.6 million as of December 31, 2011.

During the quarter Fortegra continued to execute on its share repurchase authorization, repurchasing 147,503 shares at an average price of $8.02 per share. Since inception, the company repurchased 979,634 shares while $3.5 million remains available on the authorization.

Conference Call Information
Fortegra's executive management will host a conference call to discuss its third quarter 2012 results tomorrow, Tuesday, November 13, 2012 at 8:30 a.m. Eastern Time. To participate in the live call, dial (877) 407-3982 within the U.S., or (201) 493-6780 for international callers. A live audio webcast will also be available on the Investors page of the company's website, http://www.fortegra.com. A replay of the call will be available beginning November 13, 2012 at 11:30 a.m. ET and ending on November 20, 2012 11:59 p.m. ET on the company's website, and by dialing (877) 870-5176 in the U.S. or (858) 384-5517 for international callers. The passcode for the replay is 402337.

Statistical Supplement
In addition, the company has provided a statistical supplement which can be accessed through the "Investor Relations" section of Fortegra's website at: http://www.fortegra.com

About Fortegra
Fortegra Financial Corporation is an insurance services company that provides distribution and administration services and insurance-related products to insurance companies, insurance brokers and agents and other financial services companies in the United States. Fortegra's brands include: Life of the South, Consecta, Bliss & Glennon (B&G), eReinsure (eRe), Auto Knight Motor Club, Continental Car Club, United Motor Club, Pacific Benefits Group (PBG), Universal Equipment Recovery Group (UERG), and South Bay Acceptance Corporation (SBAC).

Use of Non-GAAP Financial Information
Fortegra presents certain additional financial measures related to its Business Segments that are "Non-GAAP measures" within the meaning of Regulation G under the Securities Act of 1934. Fortegra presents these Non-GAAP measures to provide investors with additional information to analyze Fortegra's performance from period to period. Management also uses these measures to assess performance for Fortegra's segments and to allocate resources in managing Fortegra's businesses. However, investors should not consider these Non-GAAP measures as a substitute for the financial information that Fortegra reports in accordance with GAAP. These Non-GAAP measures reflect subjective determinations by management, and may differ from similarly titled Non-GAAP measures presented by other companies.

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

In addition to the financial covenant requirements under our credit facility, management uses EBITDA and Adjusted EBITDA as financial measures of operating performance for planning purposes, which may include, but are not limited to, the preparation of budgets and projections, the determination of bonus compensation for executive officers, the analysis of the allocation of resources and the evaluation of the effectiveness of business strategies. Although we use EBITDA and Adjusted EBITDA as financial measures to assess the operating performance of our business, both measures have significant limitations as analytical tools because they exclude certain material expenses. For example, they do not include interest expense and the payment of income taxes, which are both a necessary element of our costs and operations. Since we use property and equipment to generate service revenues, depreciation expense is a necessary element of our costs. In addition, the omission of amortization expense associated with our intangible assets further limits the usefulness of this financial measure. Management believes the inclusion of the adjustments to EBITDA and Adjusted EBITDA are appropriate to provide additional information to investors about certain material non-cash items and about unusual items that we do not expect to continue at the same level in the future. Because EBITDA and Adjusted EBITDA do not account for these expenses, its utility as a financial measure of our operating performance has material limitations. Due to these limitations, management does not view EBITDA and Adjusted EBITDA in isolation or as a primary financial performance measure.

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

Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Act of 1995. Such statements are subject to risks and uncertainties. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project,'' "plan," "intend," "believe," "may," "should," "can have," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

The forward-looking statements contained in this press release are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read this press release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. We believe these factors include, but are not limited to, those described under Item 1A. - "Risk Factors" in Fortegra's most current Annual Report on Form 10-K and most current Quarterly Report on Form 10-Q. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

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

Further information concerning Fortegra and its business, including factors that potentially could materially affect Fortegra's financial results, is contained in Fortegra's filings with the SEC, which are available free of charge at the SEC's website at http://www.sec.gov and from Fortegra's website in the "Investor Relations" section under "SEC Filings" at http://www.fortegra.com.



                       FORTEGRA FINANCIAL CORPORATION
               CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
       (All Amounts in Thousands Except Share and Per Share Amounts)

                         ------------------------- ------------------------
                            For the Three Months      For the Nine Months
                                   Ended                     Ended
                         ------------------------- ------------------------
                          September     September   September    September
                           30, 2012     30, 2011     30, 2012     30, 2011
                         -----------  ------------ -----------  -----------
Revenues:
  Service and
   administrative fees   $    10,056  $     10,125 $    28,790  $    28,041
  Brokerage commissions
   and fees                    8,411         8,611      27,295       25,686
  Ceding commission           11,122         7,027      25,396       21,428
  Net investment income          744           801       2,219        2,636
  Net realized (losses)
   gains on the sale of
   investments                   (16)        1,196          (6)       2,423
  Net earned premium          33,893        28,673      97,770       84,646
  Other income                    52            18         172          138
                         -----------  ------------ -----------  -----------
Total revenues                64,262        56,451     181,636      164,998
  Net losses and loss
   adjustment expenses        11,430         9,714      32,272       28,338
  Commissions                 21,548        17,926      61,479       53,766
                         -----------  ------------ -----------  -----------
Net Revenues                  31,284        28,811      87,885       82,894
                         -----------  ------------ -----------  -----------

Expenses:
  Personnel costs             12,503        10,746      36,020       32,825
  Other operating
   expenses                    7,876         7,252      21,425       23,704
  Stock based
   compensation expense          288           214         657          615
  Depreciation                   871           886       2,584        2,283
  Amortization of
   intangibles                 1,127           998       3,775        3,428
  Interest expense             2,025         1,906       5,267        5,862
  Loss on sale of
   subsidiary                      -           477           -          477
                         -----------  ------------ -----------  -----------
Total expenses                24,690        22,479      69,728       69,194
                         -----------  ------------ -----------  -----------
Income before income
 taxes and non-
 controlling interest          6,594         6,332      18,157       13,700
  Income taxes                 2,455         2,259       6,520        4,847
                         -----------  ------------ -----------  -----------
Income before non-
 controlling interest          4,139         4,073      11,637        8,853
  Less: net income
   (loss) attributable
   to non-controlling
   interest                       29             1          62         (171)
                         -----------  ------------ -----------  -----------
Net income               $     4,110  $      4,072 $    11,575  $     9,024
                         ===========  ============ ===========  ===========

Earnings per share:
  Basic                  $      0.21  $       0.20 $      0.59  $      0.44
  Diluted                $      0.20  $       0.19 $      0.56  $      0.42
Weighted average common
 shares outstanding:
  Basic                   19,531,694    20,404,441  19,705,105   20,355,057
  Diluted                 20,463,238    21,214,365  20,620,084   21,375,184



                       FORTEGRA FINANCIAL CORPORATION
                  CONSOLIDATED BALANCE SHEETS (Unaudited)
(All Amounts in Thousands Except Share and Per Share Amounts)

                              September   June 30,    March 31,   December
                              30, 2012     2012(1)     2012(1)    31, 2011
                             ----------  ----------  ----------  ----------
Assets:
Investments:
  Fixed maturity securities
   available-for-sale at
   fair value (amortized
   cost of $107,150 at
   September 30, 2012 and
   $92,311 at December 31,
   2011)                     $  110,833  $   88,021  $   92,843  $   93,509
  Equity securities
   available-for-sale at
   fair value (cost of
   $5,882 at September 30,
   2012 and $1,203 at
   December 31, 2011)             6,085       5,653       3,793       1,219
  Short-term investments            970         970         970       1,070
                             ----------  ----------  ----------  ----------
    Total investments           117,888      94,644      97,606      95,798
Cash and cash equivalents        11,284      28,350      18,676      31,339
Restricted cash                  21,232      23,659      18,959      14,180
Accrued investment income         1,115         985         927         929
Notes receivable, net             4,281       3,783       3,802       3,603
Accounts and premiums
 receivable, net                 25,056      27,384      31,184      20,172
Other receivables                15,708      14,505      16,798       9,103
Reinsurance receivables         197,184     191,671     186,421     194,740
Deferred acquisition costs       56,903      55,983      52,517      55,467
Property and equipment, net      17,227      16,915      15,728      14,666
Goodwill                        104,668     104,668     104,500     104,500
Other intangibles, net           50,803      51,930      52,928      54,410
Other assets                      6,452       6,702       5,836       6,070
                             ----------  ----------  ----------  ----------
      Total assets           $  629,801  $  621,179  $  605,882  $  604,977
                             ==========  ==========  ==========  ==========

Liabilities:
Unpaid claims                $   32,041  $   31,618  $   32,497  $   32,583
Unearned premiums               231,114     228,991     221,059     227,929
Policyholder account
 balances                        26,223      26,942      27,565      28,040
Accrued expenses, accounts
 payable, income taxes and
 other liabilities               51,785      49,347      42,348      35,446
Deferred revenue                 19,164      18,386      17,617      20,781
Note payable                     71,168      72,000      74,700      73,000
Preferred trust securities       35,000      35,000      35,000      35,000
Deferred income taxes, net       26,023      25,691      24,815      24,614
                             ----------  ----------  ----------  ----------
    Total liabilities           492,518     487,975     475,601     477,393
                             ----------  ----------  ----------  ----------


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; 20,681,252 and
 20,561,328 shares issued at
 September 30, 2012 and
 December 31, 2011,
 respectively, including
 shares in treasury                 207         207         206         206
Treasury stock, at cost;
 1,024,212 shares and
 516,132 shares at September
 30, 2012 and December 31,
 2011, respectively              (6,651)     (5,468)     (4,122)     (2,728)
Additional paid-in capital       97,095      96,785      96,378      96,199
Accumulated other
 comprehensive loss, net of
 tax                               (673)     (1,480)     (1,324)     (1,754)
Retained earnings                46,725      42,615      38,613      35,150
                             ----------  ----------  ----------  ----------
Stockholders' equity before
 non-controlling interest       136,703     132,659     129,751     127,073
Non-controlling interest            580         545         530         511
                             ----------  ----------  ----------  ----------
    Total stockholders'
     equity                     137,283     133,204     130,281     127,584
                             ----------  ----------  ----------  ----------
      Total liabilities and
       stockholders' equity  $  629,801  $  621,179  $  605,882  $  604,977
                             ==========  ==========  ==========  ==========

(1) The balance sheets for March 31, 2012 and June 30, 2012 have been
 recast to reflect prior period adjustments related to business combination
 valuation adjustments



                       FORTEGRA FINANCIAL CORPORATION
          CONSOLIDATED STATEMENTS OF INCOME- Segments (Unaudited)
                         (All Amounts in Thousands)

                             ----------------------  ----------------------
                              For the Three Months     For the Nine Months
                                      Ended                   Ended
                             ----------------------  ----------------------
                              September   September   September   September
                               30, 2012   30, 2011     30, 2012   30, 2011
                             ----------- ----------  ----------- ----------
Segment Net Revenue
  Payment Protection         $    17,494 $   15,770  $    45,676 $   43,871
  BPO                              4,951      3,833       13,565     11,088
  Brokerage                        8,839      9,208       28,644     27,935
  Corporate                            -          -            -          -
                             ----------- ----------  ----------- ----------
  Segment net revenues            31,284     28,811       87,885     82,894
  Net losses and loss
   adjustment expenses            11,430      9,714       32,272     28,338
  Commissions                     21,548     17,926       61,479     53,766
                             ----------- ----------  ----------- ----------
    Total segment revenue         64,262     56,451      181,636    164,998
                             ----------- ----------  ----------- ----------

Operating Expenses
  Payment Protection               9,563      8,445       26,205     25,857
  BPO                              3,836      2,717       10,320      8,164
  Brokerage                        7,268      7,491       21,577     21,837
  Corporate                            -         36            -      1,763
                             ----------- ----------  ----------- ----------
  Total operating expenses        20,667     18,689       58,102     57,621
  Net losses and loss
   adjustment expenses            11,430      9,714       32,272     28,338
  Commissions                     21,548     17,926       61,479     53,766
                             ----------- ----------  ----------- ----------
    Total operating expenses
     before depreciation,
     amortization and
     interest expense             53,645     46,329      151,853    139,725
                             ----------- ----------  ----------- ----------

EBITDA
  Payment Protection               7,931      7,325       19,471     18,014
  BPO                              1,115      1,116        3,245      2,924
  Brokerage                        1,571      1,717        7,067      6,098
  Corporate                            -        (36)           -     (1,763)
                             ----------- ----------  ----------- ----------
    Total EBITDA                  10,617     10,122       29,783     25,273
                             ----------- ----------  ----------- ----------

Depreciation and
 amortization
  Payment Protection                 863        927        2,577      3,204
  BPO                                494        307        1,495        824
  Brokerage                          641        650        2,287      1,683
  Corporate                            -          -            -          -
                             ----------- ----------  ----------- ----------
    Total depreciation and
     amortization                  1,998      1,884        6,359      5,711
                             ----------- ----------  ----------- ----------

Interest Expense
  Payment Protection               1,359      1,053        3,342      3,622
  BPO                                294         96          820        258
  Brokerage                          372        757        1,105      1,982
  Corporate                            -          -            -          -
                             ----------- ----------  ----------- ----------
    Total interest expense         2,025      1,906        5,267      5,862
                             ----------- ----------  ----------- ----------

Income before income taxes
 and non-controlling
 interest
  Payment Protection               5,709      5,345       13,552     11,188
  BPO                                327        713          930      1,842
  Brokerage                          558        310        3,675      2,433
  Corporate                            -        (36)           -     (1,763)
                             ----------- ----------  ----------- ----------
Total income before income
 taxes and non-controlling
 interest                          6,594      6,332       18,157     13,700
  Income taxes                     2,455      2,259        6,520      4,847
  Less: net income (loss)
   attributable to non-
   controlling interest               29          1           62       (171)
                             ----------- ----------  ----------- ----------
Net income                   $     4,110 $    4,072  $    11,575 $    9,024
                             =========== ==========  =========== ==========



                       FORTEGRA FINANCIAL CORPORATION
     RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION - ADJUSTED EBITDA
                                 (Unaudited)
             (All Amounts in Thousands, except for percentages)

                              For the Three Months     For the Nine Months
                                      Ended                   Ended
                             ----------------------  ----------------------
                              September   September   September   September
                              30, 2012    30, 2011    30, 2012    30, 2011
                             ----------  ----------  ----------  ----------
Net income                   $    4,110  $    4,072  $   11,575  $    9,024
  Depreciation                      871         886       2,584       2,283
  Amortization of
   intangibles                    1,127         998       3,775       3,428
  Interest expense                2,025       1,906       5,267       5,862
  Income taxes                    2,455       2,259       6,520       4,847
  Net income (loss)
   attributable to non-
   controlling interest              29           1          62        (171)
                             ----------  ----------  ----------  ----------
EBITDA                           10,617      10,122      29,783      25,273
    Transaction costs (a)             5          36         139         829
    Stock-based compensation
     expense                        288         214         657         615
    Corporate governance
     study                            -           -           -         248
    Relocation expenses               -           -           -         207
    Statutory audits                  -           -           -          98
    Loss on sale of
     subsidiary                       -         477           -         477
Adjusted EBITDA              $   10,910  $   10,849  $   30,579  $   27,747
                             ==========  ==========  ==========  ==========

EBITDA Margin                      33.9%       35.1%       33.9%       30.5%
Adjusted EBITDA Margin             34.9%       37.7%       34.8%       33.5%

(a) Represents transaction costs associated with acquisitions.



                       FORTEGRA FINANCIAL CORPORATION
  RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION - NET INCOME (Unaudited)
        (All Amounts in Thousands Except Share and Per Share Amounts)


                               For the Three Months    For the Nine Months
                                      Ended                   Ended
                             ----------------------- -----------------------
                              September   September   September   September
                               30, 2012    30, 2011    30, 2012    30, 2011
                             ----------- ----------- ----------- -----------
Net income                   $     4,110 $     4,072 $    11,575 $     9,024
  Non-GAAP Adjustments, net
   of tax
    Transaction costs
     associated with
     acquisitions (1)                  5          36         139         829
    Stock-based compensation         186         138         425         398
    Corporate governance
     study                             -           -           -         156
    Relocation expenses                -           -           -         130
    Statutory audits                   -           -           -          62
    Loss on sale of
     subsidiary                        -         300           -         300
    Retirement of debt (2)           439           -         439         560
                             ----------- ----------- ----------- -----------
  Total Non-GAAP
   adjustments, net of tax           630         474       1,003       2,435
                             ----------- ----------- ----------- -----------
Net income - Non-GAAP basis  $     4,740 $     4,546 $    12,578 $    11,459
                             =========== =========== =========== ===========

GAAP Earnings per share -
 basic                       $      0.21 $      0.20 $      0.59 $      0.44
  Non-GAAP adjustments, net
   of tax                           0.03        0.02        0.05        0.12
                             ----------- ----------- ----------- -----------
Non-GAAP Earnings per common
 share - basic               $      0.24 $      0.22 $      0.64 $      0.56
                             =========== =========== =========== ===========

GAAP Earnings per share -
 diluted                     $      0.20 $      0.19 $      0.56 $      0.42
  Non-GAAP adjustments, net
   of tax                           0.03        0.02        0.05        0.12
                             ----------- ----------- ----------- -----------
Non-GAAP Earnings per common
 share - diluted             $      0.23 $      0.21 $      0.61 $      0.54
                             =========== =========== =========== ===========

Weighted average common
 shares outstanding:
  Basic                       19,531,694  20,404,441  19,705,105  20,355,057
  Diluted                     20,463,238  21,214,365  20,620,084  21,375,184

(1) Adjustments not tax effected.
(2) Adjustments not tax effected for the 2011 periods presented. 2012
 amounts represent the write off of $678 in previously capitalized
 transactions costs on the termination of the SunTrust Bank, N.A., revolving
 credit line, net of tax.

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