UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

DIRECT GENERAL CORPORATION

(Exact name of registrant as specified in its charter)

Tennessee		62-1564496
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1281 Murfreesboro Road, Nashville, TN		37217
(Address of principal executive offices)		(Zip Code)

(615) 399-0600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Common stock, no par value		Name of each exchange on which registered The Nasdaq National Market

Securities registered pursuant to Section 12(g) of the Act:

None

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No þ

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No þ

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o           Accelerated filer þ           Non-accelerated filer o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No þ

     The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the most recently completed second fiscal quarter (quotation date of June 30, 2006 $16.92), based on the price at which the common equity was last sold on such date: $250,104,131.

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 20,347,675 shares of common stock, no par value, at March 12, 2007.

DOCUMENTS INCORPORATED BY REFERENCE

     All of the information called for by Part III of this report is incorporated by reference to the Proxy Statement for our 2007 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission no later than April 30, 2007.

 

 

PART I

Item 1. Business.

     Direct General Corporation, headquartered in Nashville, Tennessee, was incorporated in 1993 and is a financial services holding company whose principal operating subsidiaries provide non-standard personal automobile insurance, term life insurance, premium finance and other consumer products and services primarily on a direct basis and primarily in the southeastern United States. Direct General Corporation owns five property/casualty insurance companies, two life/health insurance companies, two premium finance companies, twelve insurance agencies, two administrative service companies and one company that provides non-insurance consumer products and services. We are organized as a holding company system with all of our operations being conducted by our wholly-owned subsidiaries. Throughout this report the pronouns “we”, “us”, “our”, and similar words or phrases are sometimes used when collectively describing or referring to the operations conducted, financial measurements, geographical areas of operations, licensing and other regulatory obligations, etc. of Direct General Corporation and its subsidiaries that make up the Direct General holding company system as a whole. The reader of this report should understand that these generalized descriptions and references relate only to the Company (whether Direct General Corporation and/or one or more of its subsidiaries) within the Direct General holding company system to which the description or reference specifically applies and not literally to every corporate member of the Direct General group.

     On December 4, 2006, we entered into a definitive merger agreement with Elara Holdings, Inc., or Elara, an affiliate of Fremont Partners and Texas Pacific Group, and Elara Merger Corporation, pursuant to which Elara agreed to acquire all of our outstanding stock. Upon completion of the merger, Elara will pay $21.25 for each of our outstanding shares of common stock. Recently, Fremont Partners and Texas Pacific Group have changed their names to Calera Capital and TPG Capital, respectively. We sometimes refer to the proposed transaction herein as the “Elara Merger.”

     Our Board of Directors approved, and on March 8, 2007, our stockholders voted to approve the Elara Merger. Upon completion of the Elara Merger, we will become a privately held company, and our common stock will no longer be publicly traded. Completion of the Elara Merger is subject to customary conditions to closing. In addition, state insurance, finance and other laws that apply to our various subsidiaries generally require that an acquiring party in a merger transaction obtain approval from the relevant state insurance and finance commissioner or banking or similar department prior to the acquisition. Accordingly, applications have been be filed with the insurance, finance, banking or other required commissioners or departments of the state of domicile (or state of commercial domicile in the case of Florida) of our insurance company, finance company and small loan/payday lending subsidiaries. In addition, filings have been made under the insurance and finance laws of certain other states that require the filing of a pre-acquisition notice and the expiration or termination of a waiting period prior to the consummation of the Elara Merger.

Our Business Model

     Our model emphasizes the distribution of our products and services through neighborhood sales offices staffed by employee-agents as opposed to commissioned agents. In contrast to the independent agency distribution model relied upon by many of our insurance competitors, our business model allows us to generate significant revenue from sources other than premiums from our core product, non-standard personal automobile insurance. These additional revenues include premium finance revenues, commissions from the sale of non-core insurance products and other revenues, none of which entails insurance underwriting risk. In the independent agency distribution model, these additional revenues would typically be paid to an unaffiliated premium finance company, independent agent, or other third party.

Our Products and Services

     Our core business involves issuing non-standard personal automobile insurance policies. These policies, which generally are issued for the minimum limits of coverage required by state laws, provide coverage to drivers who generally cannot obtain insurance from standard carriers due to a variety of factors, including the lack of flexible payment plans, the failure to maintain continuous coverage, age, prior accidents, driving violations, occupation and type of vehicle.

     Through our premium finance subsidiaries, we finance the majority of the insurance policies that we sell. Premium finance involves making a loan to the customer backed by the unearned portion of the insurance premiums being financed, which is the portion of the loan attributable to future periods of coverage. We offer our customers a variety of flexible payment plans that allow for low down payments which we believe is a significant factor our customers consider when purchasing insurance.

     We offer a variety of other insurance products designed to benefit and appeal to purchasers of our non-standard personal automobile insurance policies, including term life insurance offered through our wholly-owned life insurance subsidiaries, as well as vehicle protection insurance and hospital indemnity insurance underwritten by unaffiliated insurers for which we receive a commission but do not bear insurance underwriting risk. Since 2004, we have offered private labeled prepaid Visa^® debit cards to our customers. The cards are administered by a third party processor, and we receive issuance and transaction fees. We also offer payday consumer loans in certain of our Florida, Kentucky, Louisiana, Mississippi, Missouri and Tennessee offices. These loans are not offered in every office located in these states because of regulatory or lease restrictions.

     Our strategy also contemplates the sale of additional insurance products to our customers. In 2006, we commenced selling motorcycle policies in Tennessee, Arkansas and Illinois, and we plan to roll out motorcycle coverage to the majority of our other states during 2007. We are retaining the underwriting risk for this coverage. We are exploring the possibility of offering additional insurance products, such as renters’, homeowners’ (including mobile homeowners’), and boat and personal watercraft policies. These additional insurance products may either be underwritten by us or by unaffiliated insurers from which we would receive a commission. We will assess the underwriting risk with respect to the products underwritten by us and may cede some portion of the risk to unaffiliated reinsurers.

     The following table summarizes the components of our gross revenues for the periods indicated.

		Year Ended December 31,
		2006				2005				2004
		($ in millions)
Gross premiums:
Gross premiums written — automobile		$	433.2			$	433.1			$	463.5
Gross premiums written — life			22.7				19.9				18.4
Total gross premiums			455.9				453.0				481.9
Ancillary income (1):
Finance income			43.9				44.4				49.2
Commission and service fee income			45.6				46.8				48.6
Total ancillary income			89.5				91.2				97.8
Net investment income excluding realized gains (losses) on securities			19.0				14.7				10.8
Gross revenues (2)		$	564.4			$	558.9			$	590.5

Our Favorable Cost Structure

     We emphasize the use of neighborhood sales offices staffed by employee-agents as opposed to commissioned agents, thereby replacing a variable operating cost structure with a largely fixed operating cost structure. Our sales offices staffed by company employees enable us to capture a significant source of ancillary income that does not entail insurance underwriting risk. Compared to companies operating under the traditional non-

standard automobile insurance business model, where revenues from underwriting operations must cover the operating costs, our ancillary income provides us with a significant source of additional revenues.

     Historically, we have relied on distribution relationships with independent agencies, generally as a transitional step in the acquisition of those agencies. In pursuing our strategy of expansion in selected states, since 1991, we have acquired 14 independent insurance agencies with over 250 sales offices in six states.

     We seek to attract customers by developing strong brand name recognition in our markets through our television advertising campaigns that emphasize our low down payments, flexible payment plans, convenient neighborhood locations and customer service. Our television advertising campaign is designed to generate telephone inquiries to our neighborhood sales offices or our centralized call center where indications of estimated premiums are given to prospective customers, who are then directed to the nearest neighborhood sales office.

     Our neighborhood offices serve as a channel for both product delivery and payment collection. Our widespread and convenient local presence appeals to our customers, most of whom would prefer to conduct business face-to-face rather than by telephone or the Internet. Policy applications are generally completed in the neighborhood sales offices, and most of our customers revisit these offices at least monthly to make their periodic payments.

     We have also been pursuing initiatives to broaden our distribution to include sales over the telephone and through the Internet. While we believe that the majority of our business will continue to be conducted through our neighborhood sales offices, we also believe that some customers in the non-standard market prefer the convenience of being able to complete their transactions over the telephone or through the Internet. We commenced selling policies over the phone in the fourth quarter of 2005 and subsequently expanded this alternative distribution to all of our other states during 2006.

     We have been testing Internet sales in Florida through an unaffiliated insurance agency over the past few years. In 2006, this agency produced $6.4 million of automobile insurance premiums for us in Florida. We are in the process of expanding our Internet distribution to our other states through both our own website and the website of the unaffiliated agency. We offer online quotes in all markets and customers can purchase their policies through our website in approximately half of our states. Internet sales are now available in Georgia, Illinois, Tennessee, Mississippi, Missouri and Virginia. We expect to make Internet sales available in all of our markets by the end of 2007.

     The following table summarizes our operating costs and the percentage of such costs covered by ancillary income for the periods indicated.

		Year Ended December 31,
		2006				2005				2004
		($ in millions)
Ancillary income		$	89.5			$	91.2			$	97.8
Operating expenses
Selling, general and administrative costs		$	155.1			$	133.6			$	108.5
Interest expense			12.0				8.3				5.5
Total operating expenses		$	167.1			$	141.9			$	114.0
Ratio of ancillary income to total operating expenses			53.6	%			64.3	%			85.8	%

Our Strengths

     We believe that our strengths provide a foundation for profitable growth.

•

Our integrated business model enables us to better manage our business and capture a significant amount of premium finance revenues, term life insurance premiums, commissions from the sale of non-core insurance products and other revenues that would typically be paid, in an independent agency

distribution model, to an unaffiliated premium finance company, independent agent or other third party.

	•		Our broad sales office network, which emphasizes the use of employee-agents, is the cornerstone of our relationship with our customers, who typically would prefer to conduct business face-to-face than by telephone or on the Internet.
	•		Our premium finance operations, which support the majority of the policies that we sell, provide attractive payment plans for our policyholders and allow us to adjust payment plan structures to meet changes in market demands more quickly than most of our competitors.
	•		Our favorable cost structure enables us to leverage our largely fixed cost neighborhood sales offices staffed by company employees and reduce our marginal operating cost as we increase revenues.
	•		Our ancillary revenues, including premium finance revenues, commissions from the sale of non-core insurance products and other revenues, none of which currently entails insurance underwriting risk, defray a significant amount of our operating expenses.
	•		Our claims settlement philosophy and procedures have been designed with a clear emphasis on controlling costs through the use of our employee-staffed claims operations.
	•		Our controlled policy underwriting and pricing are supported by an integrated point of sale agency system and back office control system.
	•		Strong name branding in our markets results from our extensive use of television advertising and the presence of our neighborhood sales offices throughout the states in which we operate.

Our Future Growth

     We intend to continue our growth primarily through:

•

Increasing Revenues in Existing Markets. We are focused on increasing revenues in our existing markets by:

	•		generating new customers through our advertising campaigns; and
	•		increasing the sales of our non-core insurance and non-insurance products and services.

	•		Expanding Our Product and Service Offerings. We intend to expand the range of non-core insurance and non-insurance products and services we offer.
	•		Expanding Our Distribution Network. We intend to expand into new states through acquisitions of local agencies and the opening of new sales offices. We also plan to continue to expand alternative distribution channels for our products including further development and enhancement of our Internet distribution to all of our states during 2007.

Our Market

     The personal automobile insurance market is comprised of preferred, standard and non-standard insurance segments. The coverages offered by these segments generally include liability (coverage for losses suffered by third parties), physical damage, personal injury protection (no-fault) and uninsured/underinsured motorist coverages. The non-standard automobile insurance coverages, which are generally issued for the minimum limits of coverage required by state laws, provide coverage to drivers who cannot obtain insurance from standard carriers due to a variety of factors, including lack of flexible payment plans, the failure to maintain continuous coverage, age, prior accidents, driving violations, occupation and type of vehicle. In general, customers in the non-standard market have higher average premiums for a comparable amount of coverage than customers who qualify for the standard market.

The higher average premiums compared to the standard market generally result from an increased frequency of losses, which is partially offset by the lower severity of losses resulting from lower limits of coverage. While there is no established industry-recognized demarcation between non-standard and other personal automobile insurance markets, based upon data compiled from A.M. Best, we believe that, as of December 31, 2005, the size of the non-standard automobile market segment in the United States was approximately $37 billion, representing approximately 23% of the total personal automobile insurance market.

     In our experience, customers of the non-standard segment generally consider four primary factors when purchasing a personal automobile insurance policy:

	•		down payment;
	•		payment frequency and amount;
	•		total policy premium; and
	•		customer service.

     Our products, premium financing capabilities, neighborhood accessibility, policyholder service, and claims service are designed to meet the needs of our customers, in a manner that recognizes and accommodates our customers’ lifestyles and financial capabilities.

Our Competition

     The non-standard automobile insurance business is highly competitive. Since we emphasize sales of insurance policies through neighborhood sales offices staffed by employee-agents, we primarily compete against independent agencies that market insurance on behalf of a number of insurers. We compete with these other insurers based on factors such as price, availability of flexible payment plans, customer service, and claims service. Competition is also based on the availability and quality of products, financial strength, distribution systems and technical expertise.

     Based upon data compiled from A.M. Best, we believe that, as of December 31, 2005 (the most recent data available), ten insurance groups accounted for approximately 74% of the approximately $37 billion non-standard market segment. We believe that our primary insurance company competition comes not only from national companies or their subsidiaries, such as the Progressive insurance group, the Allstate insurance group, the Infinity insurance group, the State Farm insurance group, the Berkshire Hathaway insurance group (including GEICO) and the Bristol West insurance group, but also from non-standard insurers and independent agents that operate in a specific region or single state in which we operate. Based upon our direct written premiums for 2005, we believe that, as of December 31, 2005, we would be ranked 15th nationally and ninth in the twelve states in which we operated among non-standard automobile insurers, using the 2005 market data compiled from A.M. Best.

Marketing and Distribution

     Television advertising is our most heavily used and, we believe, our most effective advertising medium for reaching our customers. We believe that our local sales office presence, along with our extensive television and yellow page advertising, have allowed us to generate strong brand name recognition in our markets. In addition to our emphasis on television and yellow page advertising, we have begun to explore and implement grass roots marketing efforts that are designed to capitalize on the uniqueness of the designated marketing areas (DMA) in which we operate.

     Television Advertising. Our commercials are frequently aired over all of our markets, primarily on network-affiliated stations and a limited number of cable networks. Our advertisements present potential customers with a local phone number, as well as a toll free number for our customer service center in Baton Rouge, Louisiana, and encourage the potential customer to call us for information. Indications of estimated premiums are provided by our employee-agents in our neighborhood sales offices or our representatives located in our customer service center in Baton Rouge. Once the preliminary estimates have been provided over the phone, prospective customers are

directed to the nearest neighborhood sales office where our employee-agents assist in the completion of the policy application, provide an explanation of coverages and policy options, perform an inspection of the insured vehicle and finalize the quote for the coverages selected. Employee-agents then complete the premium finance agreement and collect all amounts that are immediately due under the policy or premium finance agreement. With the implementation of our telephone sales initiative, customers have the option of completing their transaction over the phone by paying their premiums in full or by electing an installment billing option.

     Neighborhood Sales Offices. Our neighborhood sales office distribution system is comprised of offices that we have developed, offices that we have obtained through strategic acquisitions of agency operations, and a small number of offices of other independent agents. Our strategy is to place our sales offices in a strip mall on a major thoroughfare in well-populated areas of cities and towns with a population of at least 12,000. We currently lease almost all of our offices subject to operating leases with terms ranging from one month to three years.

     We have grown, and we intend to continue to grow, our business by expanding our neighborhood sales office network through the acquisition of independent insurance agencies and the opening of new neighborhood sales offices. The acquisition of independent insurance agencies generally involves the purchase of only the assets of the agency (including customer lists, rights to the agency name and the exclusive right to solicit the customer), and the assumption of certain agreed upon liabilities (generally, office space and equipment leases). We typically hire the employee-agents of the agency and in many cases hire key managers, as well. The acquisition purchase price, which is based on an arm’s-length negotiation, generally varies with the volume of non-standard personal automobile insurance premiums produced by the agency over the twelve months preceding the acquisition.

     Since our inception, we have used this expansion model to acquire the assets of 14 independent insurance agencies that included over 250 neighborhood offices in six states. Our most recent agency acquisitions occurred in January 2005, when we paid approximately $5.6 million to acquire the assets of three independent insurance agencies operating through 82 sales offices in Texas.

     We believe that our convenient neighborhood sales office concept is an essential component of our business model. Our licensed employee-agents have frequent direct contact with our customers. This direct contact gives us an opportunity to establish a personal relationship with the customer, who in our experience generally prefers face-to-face interaction, and helps us provide quality and efficient service. Our customers use neighborhood sales offices not only to purchase automobile insurance, but also as a convenient location to make their periodic payments and purchase other insurance and non-insurance products and services from us.

     Employee-Agents. We believe that our emphasis on the use of employee-agents has made a significant contribution to the overall success of our business model. At our neighborhood sales offices, our employee-agents provide quotes on insurance premiums and payment plan options, sell non-standard personal automobile insurance policies and other insurance and ancillary products, process the relevant forms, inspect the customer’s vehicle and collect and process payments. Additionally, our agents provide other customer support functions, such as contacting customers when they are late on their payments or advising customers when their policies are up for renewal. This level of personal interaction with our customers helps us identify opportunities to provide additional products and services.

     New State Expansion. Historically, we have expanded into new states through either the development of neighborhood sales offices or the acquisition of independent agencies. The acquisition of independent agencies generally provides for immediate market recognition and an existing book of business that is able to support the agency expenditures and overhead. In contrast, newly developed neighborhood sales offices in new states where we have not yet established significant name brand recognition, typically operate at a loss during the first several months of operation until such time as we can develop a sufficient customer base to support the cost of the new sales offices.

     Alternative Distribution Channels. We believe that a majority of our customer base prefers to conduct business through our neighborhood sales offices. However, we also believe that there is a segment of the non-standard market that has the ability and desire to conduct business over the telephone or through the Internet. Phone sales are available now in all states and sales through the Internet should be available in all of our states in 2007.

Our Products and Services

Non-Standard Personal Automobile Insurance

     Non-standard personal automobile insurance policies constitute our core product. These policies, which generally are issued for the minimum limits of coverage required by state laws, provide coverage to drivers who cannot obtain insurance from standard carriers due to a variety of factors, including the lack of flexible payment plans, the failure to maintain continuous coverage, age, prior accidents, driving violations, occupation and type of vehicle. In general, customers in the non-standard market have higher average premiums for a comparable amount of coverage than customers who qualify for the standard market. The higher average premiums compared to the standard market generally result from an increased frequency of losses, which is partially offset by the lower severity of losses resulting from lower limits of coverage.

     We believe that the majority of our customers do not qualify for insurance from standard carriers because of financial reasons, including the failure to maintain continuous coverage. Historically, over 75% of the drivers included under our insurance policies had no points associated with moving violations on their driving record at the time they purchased their policy.

     The following table provides a summary of gross personal automobile insurance premiums written for the periods indicated.

		Year Ended December 31,
		2006				2005				2004
		($ in millions)
Gross premiums written – Automobile		$	433.2			$	433.1			$	463.5

     In 2006, we began issuing motorcycle coverage in Tennessee, Arkansas and Illinois. Because this product is very similar to automobile insurance and we have in-house expertise related to this coverage, we have decided to retain the underwriting risk for this product. We plan to make this product available in the majority of our states in 2007.

Individual Term Life Insurance

     We offer our customers individual term life insurance policies with face amounts of $10,000, $15,000, $20,000 or $25,000. These are basic, one-year term policies that are guaranteed to be renewable for two additional one-year periods. Underwriting for this product generally consists of applicants answering certain health related questions. This product, which is sold in our neighborhood sales offices by our licensed employee-agents in each of the states in which we operate, is underwritten by our life insurance subsidiaries. Our employee-agents presently receive a small commission on the sale of this term life product.

     The following table provides a summary of gross term life insurance premiums written for the periods indicated.

		Year Ended December 31,
		2006				2005				2004
		($ in millions)
Gross premiums written – Life		$	22.7			$	19.9			$	18.4

Premium Finance

     In 2006, our premium finance subsidiaries financed the premiums on over 95% of the insurance policies that we sold, excluding the monthly policies produced in the State of Texas, which are not financed. Premium

finance involves making a loan to the customer that is backed by the unearned portion of the insurance premiums being financed. We offer our customers a variety of payment plans that allow for low down payments.

     We believe that the amount of down payment and the availability of flexible payment plans are two of the primary factors that our customers consider when purchasing non-standard personal automobile insurance. Down payments and payment plans typically are offered by insurers and agents in the form of either installment billing or premium financing arrangements. Insurers typically use installment billing arrangements to bill for the premium of a single policy. Independent agents, who may offer policies from multiple insurers, use premium financing to finance multiple policies through one premium finance agreement. Under our business model, we generally choose to use premium financing versus installment billing because we believe it offers several advantages, including:

	•		the ability to finance multiple policies through a single premium finance agreement,
	•		returns comparable to or exceeding those of installment billing,
	•		a greater flexibility of payment plan structure and down payment,
	•		the ability to generate revenues in our non-insurance subsidiaries, and
	•		a more defined regulatory framework for financing premiums.

     In a typical premium finance arrangement, the premium finance company lends the amount of the premium (minus the insured’s down payment) to the insured and pays it to the insurance company on behalf of the insured. The insured makes periodic payments to the premium finance company over the term of the finance agreement. Our payment plans and down payments are developed giving consideration to expected default rates and their timing and the amount of the unearned portion of the insurance premiums being financed, which provides security for the loan.

     If an insurance policy is cancelled before its term expires, the policyholder has a right to receive a return of the unearned premium. Under a premium finance agreement, however, the policyholder assigns this right to the premium finance company to secure his or her obligations under the loan. If the policyholder defaults on a payment and, after being notified of the default, fails to cure the default within the prescribed time period, the premium finance company has the right to order the insurance company to cancel the policy and pay to the premium finance company the amount of any unearned premium on the policy. If the amount of unearned premium exceeds the balance due on the loan plus any interest and applicable fees owed by the policyholder to the premium finance company, then the premium finance company returns the excess amount to the policyholder in accordance with applicable law.

     The regulatory framework under which our premium finance procedures are established is generally set forth in the premium finance statutes of the states in which we operate. Among other restrictions, the interest rate we may charge our customers for financing their premiums is limited by these state statutes. In Arkansas, which has not enacted premium finance legislation or established premium finance regulations, we are generally subject to the usury laws of that state that are applicable to consumer loans. See “Regulatory Environment — Premium Finance Regulation” for additional information about state usury and other regulatory restrictions applicable to our premium finance operations.

     We strive to mitigate the risk to us of potential losses from the insured’s default under the premium finance agreement by designing payment plans that give consideration to the principal amount of the loan that is outstanding and the unearned premium securing the loan (as noted above). In addition, whenever a policyholder fails to timely cure a default on his or her premium finance loan, we act promptly to order the insurance company to cancel the insurance policy and return to us any unearned premium. Our premium finance operations are integrated with our sales office and insurance policy administration systems. Because of the efficiencies derived from the integration of these systems and the attractiveness of our payment plans, our overall profitability is enhanced by our premium finance operations.

     The following table provides a summary of our finance income for the periods indicated.

		Year Ended December 31,
		2006				2005				2004
		($ in millions)
Finance income		$	43.9			$	44.4			$	49.2

Ancillary Insurance Products

     We also offer ancillary insurance products and services designed to meet the needs of our customers. In doing so, we take advantage of our largely fixed cost neighborhood sales offices staffed by company employees to generate commission income for us with minimal incremental cost. The unaffiliated insurance companies that underwrite these products bear the underwriting risk associated with these policies. The commission income generated from sales of these policies is a revenue source that is not typically available to non-standard personal automobile insurance companies that rely on the independent agency business model.

     The ancillary insurance products we currently offer include vehicle protection, and hospital indemnity. These insurance policies generally provide coverage and options that include reimbursement for medical expenses and hospital room coverage as a result of injuries sustained in automobile accidents, reimbursement for premiums for bail bonds, ambulance assistance in the event of automobile accidents, automobile rental reimbursement if the insured vehicle is involved in an accident or is stolen, and reimbursement for personal effects losses caused by damage to rented automobiles.

     Our agency and administrative subsidiaries produce and service non-standard personal automobile insurance and ancillary insurance products for other insurers. We receive administrative service fees for the agency, underwriting, policy administration and claims adjusting services performed on behalf of these unaffiliated insurers. Additionally, through reinsurance agreements, our insurance subsidiaries generally assume a portion of the non-standard personal automobile business, and in some cases assume the entire premium and related insurance risk.

     The following table provides a summary of our commission and service fee income generated from sales of ancillary insurance products and the administration of products on behalf of unaffiliated insurers for the periods indicated.

		Year Ended December 31,
		2006				2005				2004
		($ in millions)
Commission and service fee income		$	45.6			$	46.8			$	48.6

     We are exploring the possibility of offering additional insurance products, such as renters’, homeowners’ (including mobile homeowners’), boat and personal watercraft policies. These additional insurance products may either be underwritten by unaffiliated insurers, from which we would receive a sales commission, or underwritten by one of our insurance subsidiaries. We will assess the underwriting risk with respect to the products underwritten by us and may cede some portion of that risk to unaffiliated reinsurers.

Other Products and Services

     We offer other non-insurance products and services designed to benefit and appeal to our customers. Our intention is to continue to expand the number of insurance and non-insurance products and services offered to our existing customers and to attract new customers to our neighborhood sales offices. We anticipate that the additional flow of potential customers will provide us with the increased opportunity to sell our core product and generate additional revenue streams that further leverage our largely fixed cost distribution system. Revenues from sales of our other non-insurance products and services have not been meaningful to date.

     Direct Prepaid Visa^®, a Debit Card Program. Our private label Visa^® debit card program allows our customers to purchase a card that can be loaded with cash only while our customer is in one of our sales offices. The program, which is available in all of our states, is administered by a third party processor and we receive a fee upon the issuance of each card and on each subsequent transaction in which our customer uses the card. We retain some financial risk if amounts are improperly charged to the card in excess of the pre-funded balance on the card. During 2006, we sold about 178,000 cards and our customers loaded approximately $44.6 million on their cards.

     Direct Cash Advance, a Payday Consumer Loan Program. We offer payday consumer loans through our consumer products subsidiary in certain of our sales offices under the trade name Direct Cash Advance, in the states of Louisiana, Florida, Kentucky, Mississippi, Missouri and Tennessee. Our loans are generally available for amounts up to $300 and mature two weeks from the date of issuance. We use a variety of underwriting guidelines in our loan approval process in order to mitigate the risk of loss on these transactions. We finance and service the loans, and we retain the risk for uncollectible amounts.

     We have designed our Direct Cash Advance program to comply with each individual state’s regulations and, as such, we will likely not offer this product in certain states due to the lack of state enabling legislation or due to other legislation that creates an unfavorable climate for the payday lending business. We may also be limited as to where we can offer this product for a variety of other reasons including certain lease restrictions related to our sales offices.

Underwriting and Pricing

     Non-Standard Personal Automobile Insurance. We strive to diligently price and closely control the underwriting standards for our non-standard personal automobile insurance policies that we sell. We generally do not sell personal automobile insurance policies to persons whom we deem to have an excessive number of points on their driving record. Our underwriting and rating systems are fully automated, including on-line driving records and on-line insurance scoring in the majority of the states in which we operate. We believe that our automated underwriting and pricing systems provide a significant competitive advantage to us, because these systems give us the ability to capture relevant pricing information, improve efficiencies, increase the accuracy and consistency of underwriting decisions and reduce training costs. Our systems can be changed easily on a state-by-state basis to reflect new rates and underwriting guidelines necessary to compete effectively in our markets.

     We set premium rates based on specific type of vehicle, garage location and the driver’s age, gender, marital status, driving experience and location. Currently, we only use insurance scoring as an additional rating factor in the majority of our states excluding Florida, Georgia, North Carolina and Texas. Ultimately, we plan to incorporate insurance scoring as a rating factor in all of our states unless it is specifically prohibited by state law. We seek to maintain competitive, but adequate, rates to attract those responsible drivers who we believe make up a significant portion of the non-standard market. We review loss trends in every state on a quarterly basis to identify changes in frequency and severity, and to assess the adequacy of our rates and underwriting standards. We are committed to maintaining discipline in our pricing by adjusting rates, as necessary, to maintain or improve profit margins in each market.

     Individual Term Life Insurance. Our underwriting of individual term life insurance polices is limited, due to the maximum face amount of the policies being $25,000. Applicants are required to provide proof of age and answer six underwriting questions that are designed to determine the possible existence of serious health conditions. Our guidelines prohibit issuance of a term life insurance policy to any applicant who currently has any of the conditions mentioned in the underwriting questions.

Claims Handling

     We believe that one of the most significant keys to our success is our disciplined focus on controlling the claims process and claims costs. Since non-standard personal automobile insurance customers as a whole generally have a higher frequency of claims than preferred and standard insurance customers, it is important that we successfully manage the claims process and claims costs to limit our losses. The entire claims process is managed by our in-house claims operation. By controlling this process, rather than having all or parts of it outsourced to third parties, we can quickly assess claims, identify loss trends early and manage against fraud. We can also readily capture information that is useful in establishing loss reserves and determining premium rates. We believe that our

claims process is designed to promote expedient, fair and consistent claims handling, while controlling loss adjustment expenses.

     As of February 28, 2007, our claims operation had a staff of 557 employees, including adjusters, appraisers, re-inspectors, special investigators and claims administrative personnel. We conduct our claims operations out of two major regional claims centers and three smaller regional centers. Our employees handle all claims from the initial report of the claim until the final settlement. The regional claims offices are assigned geographic service areas with enough flexibility for any office to handle claims from other areas, as claims volume, workloads and available staff require. We believe that our in-house employment of salaried claims personnel, including appraisers and adjusters, and our control of the entire claims process result in a reduction of our ultimate loss payments, lower loss adjustment expenses and improved customer service.

     All of our claims personnel are hired and trained in our in-house training program regardless of previous experience. In addition to initial training, we support continuing education of seasoned claims staff to ensure that they are up to date in all of the newest claims processes, fraud detection and legislative and litigation issues. In addition to other qualifications, our field and re-inspection appraisers typically have obtained hands-on experience with automobile body and mechanical repair before we employ them.

     While we are strongly committed to promptly and fairly settling the meritorious claims of our customers and claimants, we are equally committed to defending against non-meritorious claims. Litigated claims and lawsuits are primarily managed by one of our specially trained litigation adjusters. Suspicious claims are referred to our special investigation unit, which we refer to as our SIU. Our SIU routinely investigates claims reflecting repetitive fact patterns or other unusual circumstances. Our SIU has been involved with investigations, assisting local authorities in combating fraud, organized crime and fraud rings in the states in which we conduct business.

     We seek to control our claims litigation defense costs by carefully selecting outside counsel who specialize in automobile insurance claim defense. Generally, the representation fees cover all activity from opening a litigation file through final disposition of the case. We believe that our efforts to obtain high quality claims defense litigation services at a fixed or carefully controlled cost have helped us control claims losses and expenses.

Loss and Loss Adjustment Expense Reserves

     Automobile accidents generally result in insurance companies paying amounts to individuals or companies resulting from physical damage to an automobile or other property and an injury to a person. Months and sometimes years may elapse between the occurrence of an accident, reporting of the accident to the insurer and payment of the claim. Insurers record a liability for estimates of losses that will be paid for accidents reported to it, which we refer to as case reserves. In addition, since accidents are not always reported promptly upon the occurrence, insurers estimate liabilities for accidents that have occurred but have not been reported to the insurer, which we refer to as incurred but not reported, or IBNR, reserves.

     We are directly liable for loss and loss adjustment expenses under the terms of the insurance policies underwritten by our insurance subsidiaries. Each of our insurance subsidiaries establishes a reserve for all unpaid losses and loss adjustment expenses, which we refer to as LAE, including case and IBNR reserves and estimates for the cost to settle the claims. We rely primarily on historical loss experience in determining reserve levels, on the assumption that historical loss experience provides a good indication of future loss experience. We also give consideration to various factors, such as inflation, historical claims, settlement patterns, legislative activity and litigation trends. We continually monitor these estimates and, if necessary, increase or decrease the level of our reserves as experience develops or new information becomes known.

     We believe that the liabilities that we have recorded for unpaid losses and loss adjustment expenses are adequate to cover the ultimate net cost of losses and loss adjustment expenses incurred to date. We periodically review our methods of establishing case and IBNR reserves and update our estimates. Our actuarial staff performs quarterly comprehensive reviews of reserves and loss trends. In addition, our independent consulting actuary provides certification of our reserves at each year end.

     The following table presents development information on changes in reserves for losses and loss adjustment expenses of our insurance subsidiaries for the periods indicated.

		Year Ended December 31,
		2006				2005				2004
		($ in millions)
Balance at beginning of period		$	131.4			$	124.9			$	112.6
Less reinsurance recoverables on unpaid losses			17.5				22.9				37.9
Net balance at beginning of period			113.9				102.0				74.7
Add Losses and LAE incurred, net of reinsurance related to:
Current period			321.2				299.0				275.7
Prior period			(0.3	)			6.8				6.3
Net losses and LAE incurred during the current year			320.9				305.8				282.0
Deduct losses and LAE paid, net of reinsurance, related to:
Current period			221.7				210.6				191.2
Prior period			82.3				83.3				63.5
Net claim payments made during the current period			304.0				293.9				254.7
Net balance at end of period			130.8				113.9				102.0
Plus reinsurance recoverables on unpaid losses			6.0				17.5				22.9
Balance at end of period		$	136.8			$	131.4			$	124.9

     Net loss and LAE incurred included the impact of favorable development on prior years’ reserves of $0.3 million in 2006 and adverse development of $6.8 million in 2005. Approximately $5.8 million of the unfavorable development during 2005 was related to our business in Florida, and was attributable to higher than expected severity in the personal injury protection coverage and both higher than expected frequency and severity for the property damage coverage. For further discussion refer to Item 7. — Management’s Discussion and Analysis of Financial Condition and Results of Operations, Insurance Losses and Loss Adjustment Expenses.

     During 2006, approximately 73% of our net claim payments were related to accidents occurring in the current year and the remaining 27% were attributable to prior accident years. This represents a slight increase from 2005, when our net claim payments for the 2005 accident year represented 72% of the total and the remaining 28% were related to payments on accidents occurring in prior years.

     The table provided after the following paragraph presents the development of reserves, net of reinsurance, from 1996 through 2006. The top line of the table presents the reserves at the balance sheet date for each of the years indicated. This represents the estimated amounts of losses and loss adjustment expenses for claims arising in all years that were unpaid at the balance sheet date, including losses that had been incurred but not yet reported to us. The upper portion of the table presents the cumulative amounts paid as of the end of each successive year with respect to those claims. The lower portion of the table presents the re-estimated amount of the previously recorded reserves based on experience as of the end of each succeeding year, including cumulative payments made since the end of the respective year. The estimate changes as more information becomes known about the payments, frequency and severity of claims for individual years. Favorable loss development, shown as a cumulative redundancy in the table, exists when the original reserve estimate is greater than the re-estimated reserves. Information with respect to the cumulative development of gross reserves (that is, without deduction for reinsurance ceded) also appears at the bottom portion of the table.

     In evaluating the information in the table provided below, you should note that each amount entered incorporates the cumulative effects of all changes in amounts entered for prior periods. You should also note that the table does not present accident or policy year development data. In addition, conditions and trends that have affected the development of liability in the past may not necessarily recur in the future. The net cumulative deficiency of $6.0 million in 1999 and $10.6 million in 2000 included approximately $0.9 million and $6.5 million, respectively, related to the write-off of reinsurance recoverables from Reliance Insurance Company.

		As of December 31,
		1996				1997				1998				1999				2000				2001				2002				2003				2004				2005				2006
		($ in millions)
Net reserves for losses and loss adjustment expense:
Originally estimated		$	16.0			$	18.4			$	31.4			$	33.9			$	34.5			$	37.0			$	57.9			$	74.7			$	102.0			$	113.9			$	130.8
Cumulative amounts paid as of:
One year later			9.7				9.7				18.4				25.0				31.2				13.1				43.8				63.5				83.2				82.3
Two years later			12.4				12.2				24.8				33.7				35.3				26.9				55.4				75.5				99.9
Three years later			13.2				13.7				27.6				36.1				41.3				32.7				59.7				82.0
Four years later			13.7				14.4				28.7				38.4				43.6				34.7				62.1
Five years later			13.9				14.7				29.3				39.2				44.5				35.3
Six years later			14.0				14.8				29.7				39.6				44.8
Seven years later			14.1				14.9				29.8				39.7
Eight years later			14.1				15.0				29.8
Nine years later			14.1				15.0
Ten years later			14.1
Reserves re-estimated as of:
One year later			15.7				16.6				29.1				36.2				43.1				31.5				58.0				81.0				108.8				113.6
Two years later			15.6				15.6				28.8				38.3				42.7				33.6				61.2				84.1				112.3
Three years later			14.9				15.3				29.4				38.7				43.8				35.1				62.8				86.5
Four years later			14.6				15.1				29.5				39.3				44.6				35.9				64.1
Five years later			14.3				14.8				29.7				39.7				45.1				36.0
Six years later			14.1				14.9				29.8				39.9				45.2
Seven years later			14.1				15.0				29.9				39.9
Eight years later			14.1				15.0				29.9
Nine years later			14.1				15.0
Ten years later			14.1
Net cumulative deficiency/(redundancy):		$	(1.9	)		$	(3.5	)		$	(1.6	)		$	6.0			$	10.6			$	(1.0	)		$	6.1			$	11.8			$	10.3			$	(0.3	)
Gross liability — originally estimated		$	21.0			$	25.7			$	39.9			$	53.2			$	74.0			$	77.5			$	86.9			$	112.6			$	124.9			$	131.4			$	136.8
Reinsurance recoverables			5.0				7.3				8.5				19.3				39.5				40.5				29.0				37.9				22.9				17.5				6.0
Net liability — originally estimated		$	16.0			$	18.4			$	31.4			$	33.9			$	34.5			$	37.0			$	57.9			$	74.7			$	102.0			$	113.9			$	130.8
Gross estimated liability — latest		$	18.3			$	22.0			$	38.3			$	62.8			$	83.4			$	81.7			$	94.8			$	128.7			$	136.3			$	128.3			$	136.8
Reinsurance recoverables — latest			4.2				7.0				8.4				22.9				38.3				45.8				30.7				42.2				24.0				14.8				6.0
Net estimated liability — as of 2006		$	14.1			$	15.0			$	29.9			$	39.9			$	45.1			$	35.9			$	64.1			$	86.5			$	112.3			$	113.6			$	130.8
Gross cumulative deficiency/(redundancy)		$	(2.7	)		$	(3.7	)		$	(1.6	)		$	9.6			$	9.4			$	4.2			$	7.9			$	16.1			$	11.5			$	(2.7	)
Net cumulative deficiency/(redundancy):		$	(1.9	)		$	(3.5	)		$	(1.6	)		$	6.0			$	10.6			$	(1.0	)		$	6.1			$	11.8			$	10.3			$	(0.3	)

Reinsurance

Summary

     Reinsurance refers to an arrangement in which a company called a reinsurer agrees in a contract (often referred to as a treaty) to assume specified risks written by an insurance company (known as a ceding company) by paying the insurance company all or a portion of the insurance company’s losses arising under specified classes of insurance policies. Insurance companies like us use reinsurance to reduce their exposures, to increase their underwriting capacity and to manage their capital more efficiently, among other reasons. We have historically relied on various quota share and excess of loss reinsurance treaties to maintain our exposure to loss at or below a level that is within the capacity of our capital resources to handle. In quota share reinsurance, the reinsurer agrees to assume a specified percentage of the ceding company’s losses arising out of a defined class of business (for example, 50% of all losses arising from non-standard automobile insurance written in a particular state in a particular year), in exchange for a corresponding percentage of premium.

     Historically, we have ceded a portion of our non-standard automobile insurance premiums and losses to unaffiliated reinsurers in accordance with these contracts. However, we have not ceded any portion of our life insurance premiums and losses to reinsurers since the life premium volume is relatively low and the maximum policy benefit offered is well within the capacity of our capital resources. Ceded premiums written were equal to (0.6)%, 11.6% and 15.0% of our gross premiums written for the years ended December 31, 2006, 2005 and 2004, respectively. Increases to our statutory surplus in the past several years have enabled us to retain more of the business we underwrote and ultimately, enabled us to eliminate our use of quota share reinsurance in 2006. Prior to 2005, we also ceded all of the premiums and losses associated with policies written for coverage limits in excess of the state required minimum coverages. Only a minimal amount of our non-standard automobile policies are written at these higher limits, and, beginning in 2005 we retained all the risk associated with the higher limit policies. We also maintain catastrophe excess of loss reinsurance that provides coverage for losses up to $15 million, less our retention of 100% of the first $2 million of losses, 12.5% of the next $3 million of losses and 10.0% of the next $10

million of losses covered under this reinsurance arrangement in order to limit our exposure to losses from a single catastrophic event such as a hurricane, earthquake, or hailstorm.

     The following amounts are reflected in our financial statements as a result of reinsurance arrangements:

		Year Ended December 31,
		2006								2005								2004
		Written				Earned				Written				Earned				Written				Earned
		($ in millions)
Direct premiums		$	435.1			$	425.5			$	424.6			$	432.0			$	442.6			$	432.6
Assumed premiums			20.8				21.0				28.4				29.6				39.3				39.2
Gross premiums			455.9				446.5				453.0				461.6				481.9				471.8
Ceded premiums			2.7				(21.7	)			(52.4	)			(57.5	)			(72.5	)			(99.3	)
Net premiums		$	458.6			$	424.8			$	400.6			$	404.1			$	409.4			$	372.5

Reinsurance Risks

     Reinsurance is subject to certain risks, particularly credit risk, which relates to our ability to collect the payments for reinsured losses due from our reinsurers, and market risk, which affects the cost and availability of reinsurance.

     Credit Risk. We attempt to select financially strong reinsurers with an A.M. Best rating of “A-” or better and continue to evaluate their financial condition and monitor various credit risks to minimize our exposure to losses from reinsurer insolvencies. However, we remain obligated for amounts ceded in the event that the reinsurers do not meet their obligations. We have implemented several changes to our reinsurance program over the past several years designed to reduce our exposure to the credit risk from uncollectible reinsurance recoverables. These changes include shifting the settlement of reinsurance premiums to an earned basis versus a written basis, requiring reinsurers to fund a trust account or provide a letter of credit in the event of a downgrade by A.M. Best below a specified level and limiting the maximum participation by any one reinsurer.

     Our reinsurance agreements provide us with a right of offset for balances due to or from our reinsurers. Accordingly, the funds we hold and the ceded premiums payable to our reinsurers are available to offset our reinsurance receivables. By applying this offset provision coupled with the decrease in ceded business, the net exposure to reinsurers decreased to $6.0 million as of December 31, 2006 from $25.2 million as of the prior year end. Some of our reinsurers have established letters of credit and trust accounts covering $0.8 million of their obligations to us at December 31, 2006, which resulted in unsecured reinsurance recoverables of $5.2 million and $19.4 million as of December 31, 2006 and 2005, respectively. The largest unsecured recoverable from a single reinsurer was $2.3 million as of December 31, 2006, which was due from Dorinco Reinsurance, a subsidiary of Dow Chemical. All unsecured recoverables are due from companies rated at least A- (Excellent) by A.M. Best.

     The following table provides a summary of our reinsurance recoverables by reinsurer as of December 31, 2006.

																				Amount
																				Secured by
				Net				Net				Funds Held				Net				Letters of
				Recoverable				Receivable				and Ceded				Exposure				Credit or
				on Paid				on				Premiums				to				Trust
Reinsurer		A.M. Best Rating		Losses				Reserves				Payable				Reinsurer				Accounts
				($ in millions)
AXA Corporate Solutions		A (Excellent)		$	0.2			$	0.5			$	0.7			$	0.5			$	0.5
Dorinco Reinsurance		A-(Excellent)			0.8				2.7				2.0				2.6				0.3
National Union Fire Insurance		A+ (Superior)			0.3				1.3				0.8				1.2				—
Swiss Re America		A+ (Superior)			0.3				1.3				0.8				1.2				—
Other Reinsurers					0.2				0.3				0.4				0.5				—
Total				$	1.8			$	6.1			$	4.7			$	6.0			$	0.8

     Market Risk. Overall reinsurance capacity was in a period of decline as a result of inadequate pricing, poor underwriting results, and the significant losses incurred in conjunction with the terrorist attacks on September 11, 2001. As a result of periods of increased pricing and the reinsurers’ exit of certain lines of business, the reinsurance market has experienced improved underwriting results and increases to capital during the past several years. Despite the level of catastrophic losses experienced in the industry in 2004 and 2005, most reinsurers that suffered large losses have been able to replenish their capital, so we generally believe that there is adequate reinsurance capacity to support our needs for the foreseeable future.

     During 2001 through 2005, we have managed the cost of our quota share reinsurance by including provisions for sliding scale reinsurance commissions, loss ratio corridors, and loss ratio caps in our quota share reinsurance agreements. These provisions have been structured to provide the reinsurers with some limit on the amount of potential loss being assumed, while maintaining the transfer of significant insurance risk with the possibility of a significant loss to the reinsurer. Provisions for sliding scale reinsurance commissions result in adjustments to the reinsurance commissions we receive for producing and administering the business based upon the reinsurers’ loss experience. Loss ratio corridors provide for layers of losses in which the reinsurer does not participate in the losses while loss ratio caps cut off the reinsurer’s liability for losses above a specified loss ratio. We believe our reinsurance arrangements qualify for reinsurance accounting in accordance with SFAS 113 “Accounting for Reinsurance Contracts”.

2007 Reinsurance Program

     Catastrophe Reinsurance. We purchased property catastrophe excess of loss reinsurance that provides coverage for losses up to $15 million, less our retention of 100% of the first $2 million of losses, 12.5% of the next $3 million of losses, and 10% of the next $10 million of losses covered under this reinsurance arrangement. The contract covers in force, new, renewed, and assumed personal automobile physical damage business with the maximum value per vehicle covered of $75,000. If we incur losses from a catastrophic event that results in recoveries under this contract, we have the option to purchase one reinstatement of coverage with a $26 million aggregate limitation for all losses occurring during the term of the agreement. Based on computer modeling, we believe this level of coverage is more than sufficient to cover our probable maximum loss from a once in a thousand year catastrophic event. Losses from terrorist events including nuclear, chemical and biochemical acts are excluded from coverage. Our catastrophe reinsurers for 2007 include Endurance Specialty Insurance Limited, rated “A (Excellent)” by A.M. Best, QBE Reinsurance Corporation, XL Re Limited, rated “A+ (Superior)” by A.M. Best, and certain syndicates from Lloyd’s of London.

     Assumed Reinsurance. We assume a 100% quota share percentage of certain personal automobile liability and physical damage business in Texas underwritten by Old American County Mutual Fire Insurance Company, an unaffiliated insurance company. We also assume a 100% quota share percentage of certain personal automobile physical damage business in North Carolina underwritten by an unaffiliated insurer, State National Insurance

Company. We are responsible for sales, service and claims administration related to the assumed business in Texas and North Carolina.

Technology

     The effectiveness of our business model depends in large part on the technology systems we have developed specifically to implement our business model. Our technology systems enable timely and efficient communication and data sharing among the various segments of our integrated operations. The coordination of the operations of our neighborhood sales offices, insurance companies, premium finance companies and claims company provides us with the opportunity to use technology more effectively than many of our competitors who must communicate with unaffiliated premium finance companies and with a large number of independent agents, many of which use different computer systems that may not be fully compatible with the insurance company’s systems. Our central processing computer is an IBM iSeries located in Nashville, Tennessee, which was last upgraded in September 2006. As part of our business continuity plan, we also maintain a backup IBM iSeries in Baton Rouge, Louisiana. These systems maintain our official transaction records and are updated each night. The capacity of the iSeries computer permits historical detail to be maintained and available for use in rate analysis, projections and modeling.

     Sales Office Automation. We strive to standardize and integrate the technology systems between and among our subsidiaries that facilitate the automated capture of information at the earliest point in the sales cycle. All of our neighborhood sales office computers transmit information directly to our central processing computer located in Nashville where policy information and premium finance agreement data are added to our systems with nominal additional manual handling. Our sales offices also have immediate on-line access to current information on policies and premium finance agreements by a common computer interface.

     We strive to enhance the current sales office system and improve our back office integration. These systems include features for issuing policies and premium finance agreements, processing new business, renewals and endorsements, and generating all necessary documents at the neighborhood sales offices. Ultimately, we expect to eliminate the mailing of declaration pages, identification cards, payment coupon books and other documents from the main office. Connection to the iSeries is through an internal frame relay network.

     Integration of Insurance and Premium Finance Systems. The integration of the policy processing and premium finance computer systems reduces much of the time consuming paper-based transactions that typically arise in this process. Technology is used to process policy cancellations, reinstatements and return premiums between our insurance subsidiaries and our premium finance companies, resulting in reduced overhead, more timely information and improved customer service. Throughout this process, our systems generate the appropriate statutory notices, which are mailed automatically to the insured and others as appropriate.

     Payment Processing. Most of our customers revisit our sales offices at least monthly to make a periodic payment on their premium finance agreement. System generated receipts are required for all payments collected in our sales offices. Our sales offices generate balancing reports at the end of each day, prepare bank deposit documents and transmit all payment records to our Nashville office. Depository accounts are swept daily, which results in prompt availability of funds. Typically, premium finance agreement payments are automatically applied to the applicable premium finance agreement during the night following their collection in our sales offices. This results in fewer notices of intent to cancel being generated from the premium finance company and fewer policies being canceled by the insurance company, which must be reinstated if a customer’s late payment is processed after cancellation. Thus, not only are mailing costs reduced, but we believe that unnecessary policy cancellations also are kept to a minimum, which in turn leads to better customer relations. Our customers can also make payments through the Internet, over the phone, or through automatic debits to their bank account.

Ratings

     A.M. Best rates insurance companies based on factors of concern to policyholders using a scale of 15 ratings, which currently range from “A++ (Superior)” to “F (In Liquidation)”. With the sole exception of Direct National Insurance Company, which is currently not rated, all of our property and casualty and life insurance subsidiaries have been assigned a “B (Fair)” rating by A.M. Best.

     “B (Fair)” is the seventh highest rating. Publications of A.M. Best indicate that the “B (Fair)” rating is assigned to those companies that in A.M. Best’s opinion have a fair ability to meet their current obligations to policyholders, but are financially vulnerable to adverse changes in underwriting and economic conditions. In evaluating a company’s financial and operating performance, A.M. Best reviews the company’s profitability, leverage and liquidity, as well as its book of business, the adequacy and soundness of its reinsurance, the quality and estimated market value of its assets, the adequacy of its loss reserves, the adequacy of its surplus, its capital structure, the experience and competence of its management and its market presence. A.M. Best’s ratings reflect its opinion of an insurance company’s financial strength, operating performance and ability to meet its obligations to policyholders, and are not evaluations directed to potential or current investors in our common stock and are not recommendations to buy, sell or hold our common stock.

     Financial institutions and reinsurance companies use the A.M. Best ratings to help assess the financial strength and quality of insurance companies. The current ratings of our property and casualty insurance subsidiaries or their failure to maintain such ratings may dissuade a financial institution or reinsurance company from conducting business with us or increase our interest or reinsurance costs. We do not believe that most customers are motivated to purchase our products and services based on our A.M. Best rating.

Insurance Subsidiaries

     We currently have seven insurance subsidiaries. Five are property and casualty insurance companies and two are life insurance companies. The following table lists our insurance subsidiaries and their states of domicile.

Subsidiary		State of Domicile
Direct General Insurance Company		South Carolina (1)
Direct Insurance Company		Tennessee
Direct General Insurance Company of Louisiana		Louisiana
Direct General Insurance Company of Mississippi		Mississippi
Direct National Insurance Company		Arkansas
Direct Life Insurance Company		Georgia
Direct General Life Insurance Company		South Carolina

Regulatory Environment

     Insurance Regulation Generally. We and our insurance subsidiaries are regulated by governmental agencies in the states in which we conduct business and also are subject to various federal statutes and regulations. State insurance regulations generally are designed to protect the interests of policyholders, state insurance consumers or claimants rather than shareholders or other investors. These state regulations vary by jurisdiction but, among other matters, usually involve:

	•		regulating premium rates and forms;
	•		setting minimum solvency standards;
	•		setting capital and surplus requirements;
	•		licensing companies, agents and, in some states, adjusters;
	•		setting requirements for and limiting the types and amounts of investments;
	•		establishing requirements for the filing of annual statements and other financial reports;
	•		conducting periodic statutory examinations of the affairs of insurance companies;

	•		requiring prior approval of changes in control and of certain transactions with affiliates;
	•		limiting the amount of dividends that may be paid without prior regulatory approval; and
	•		setting standards for advertising and other market conduct activities.

     Required Licensing. We operate under licenses issued by various state insurance, consumer credit and banking and financial institution authorities. Such licenses may be of perpetual duration or renewable periodically, provided we continue to meet applicable regulatory requirements. The licenses govern, among other things, the types of insurance coverages, agency and claims services, premium finance products and consumer payday loan products that may be offered in the licensing state. Such licenses are typically issued only after the filing of an appropriate application and the satisfaction of prescribed criteria. All licenses that are material to our business are in good standing. Currently, we hold property and liability insurance licenses in 42 states and the District of Columbia. Also, we hold managing general agency licenses in Florida and Texas and life insurance licenses in 44 states and the District of Columbia. We hold the required insurance agency and premium finance licenses in all states in which we currently operate. We hold licenses to offer consumer payday loans in those states in which we offer that product, which are Florida, Kentucky, Louisiana, Mississippi, Missouri and Tennessee. We must apply for and obtain the appropriate new licenses before we can implement any plan to expand into a new state or offer a new line of insurance or other new product that requires separate licensing.

     Insurance Holding Company Regulation. We operate as an insurance holding company system and are subject to regulation in the jurisdictions in which our insurance subsidiaries conduct business. These regulations require that each insurance company in the system register with the insurance department of its state of domicile and furnish information concerning the operations of companies within the holding company system which may materially affect the operations, management or financial condition of the insurers within the system domiciled in that state. We have insurance subsidiaries that are organized and domiciled or commercially domiciled under the insurance statutes of each of Arkansas, Florida, Georgia, Louisiana, Mississippi, South Carolina and Tennessee. The insurance laws in each of these states similarly provide that all transactions among members of a holding company system must be fair and reasonable. Transactions between insurance subsidiaries and their parents and affiliates generally must be disclosed to the state regulators, and prior approval of the applicable state insurance regulator generally is required for any material or extraordinary transaction. In addition, a change of control of a domestic insurer or of any controlling person requires the prior approval of the state insurance regulator. Generally, any person who acquires 10% or more of the outstanding voting securities of the insurer or its parent company (5% or more in Florida) is presumed to have acquired control of the domestic insurer.

     Restrictions on Paying Dividends. We rely, in part, on receiving dividends from our insurance subsidiaries to meet our cash requirements. State insurance regulatory authorities require insurance companies to maintain specified levels of statutory capital and surplus. The amount of an insurer’s surplus following payment of any dividends must be reasonable in relation to the insurer’s outstanding liabilities and adequate to meet its financial needs. Prior approval from state insurance regulatory authorities is generally required in order for our insurance subsidiaries to declare and pay extraordinary dividends to us. The maximum amount of dividends our insurance subsidiaries can pay us during 2007 without regulatory approval is $19.9 million. The payment of dividends is limited by the amount of surplus available to the insurer, as determined in accordance with state statutory accounting practices and other applicable limitations. State insurance regulatory authorities that have jurisdiction over the payment of dividends by our insurance subsidiaries may in the future adopt statutory provisions more restrictive than those currently in effect.

     Regulation of Rates and Policy Forms. Most states in which our insurance subsidiaries operate have insurance laws requiring insurance companies to file premium rate schedules and policy or coverage forms for review and approval. In many cases, such rates and policy forms must be approved prior to use. State insurance regulators have broad discretion in judging whether an insurer’s rates are adequate, not excessive and not unfairly discriminatory. Property and casualty insurers are generally unable to implement rate increases until they show that the costs associated with providing such coverage have increased. The speed at which an insurer can change rates in response to competition or to increasing costs depends, in part, on the method by which the applicable state’s rating laws are administered. There are three basic rate administration systems: (i) the insurer must file and obtain regulatory approval of the new rate before using it; (ii) the insurer may begin using the new rate and immediately

file it for regulatory review; or (iii) the insurer may begin using the new rate and file it within a specified period of time for regulatory review. Under all three rating systems, the state insurance regulators have the authority to disapprove the rate subsequent to its filing. Thus, insurers who begin using new rates before the rates are approved may be required to issue premium refunds or credits to policyholders if the new rates are ultimately deemed excessive and disapproved by the applicable state insurance authorities. In addition, in some states, there has been some pressure in the past to reduce premium rates for automobile and other personal insurance or to limit how often an insurer may request increases for such rates.

     Shared or Residual Markets. As a condition of maintaining our automobile insurance licenses to do business in various states, like other insurers, we are required to participate in mandatory shared market mechanisms or state pooling arrangements. The purpose of these state-mandated arrangements is to provide insurance coverages to individuals who, because of poor driving records or other underwriting reasons, are unable to purchase such coverage voluntarily provided by private insurers. These risks are assigned to all insurers licensed in the state and the maximum volume of such risks that any one insurer may be assigned typically is based on that insurer’s annual premium volume in that state. While this mandated business typically is not profitable for us, our underwriting results related to these states’ organizations have not been material to our overall results of operations and financial condition.

     Guaranty Funds. Under state insurance guaranty fund laws, insurers doing business in a state can be assessed for certain obligations of insolvent insurance companies to policyholders and claimants. Maximum contributions required by law in any one year generally vary between 1% and 2% of annual premiums written in that state. In most states guaranty fund assessments are recoverable either through future policy surcharges or offsets to state premium tax liability.

     Investment Regulation. Our insurance subsidiaries are subject to state laws and regulations that require diversification of their investment portfolios and that limit the amount of investments in certain categories. Failure to comply with these laws and regulations would cause non-conforming investments to be treated as non-admitted assets for purposes of measuring statutory surplus and, in some instances, would require divestiture.

     Other Insurance Regulatory Initiatives and Proposed Legislation. Regulation of insurance companies constantly changes as governmental agencies and legislatures react to real or perceived issues. In recent years, the state insurance regulatory framework has come under increased federal scrutiny, and some state legislatures have considered or enacted laws that alter and, in many cases, increase state authority to regulate insurance companies and insurance holding company systems. Further, the National Association of Insurance Commissioners (“NAIC”) and state insurance regulators are re-examining existing laws and regulations specifically focusing on issues relating to the solvency of insurance companies, interpretations of existing laws and the development of new laws. Examples of these regulatory initiatives and proposals that may affect our business or operations include:

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proposed federal legislation aimed at regulating insurance, such as:

	•		the Insurance Industry Competition Act of 2007 and Insurance Industry Antitrust Enforcement Act of 2007, which would amend the McCarran-Ferguson Act to, among other things, allow the Federal Trade Commission (“FTC”) regulatory control over unfair methods of competition regardless of state law; grant FTC jurisdiction over other areas relating to the business of insurance to the extent it is not regulated by state law; and amend the FTC Act to remove the exemption for insurance under the FTC Act in terms of antitrust and other investigations, giving the FTC authority to investigate potential antitrust violations in the insurance industry. Enactment of such legislation would result in regulation of insurance at both the state and federal levels and could impact certain insurance activities, such as joint rate development, including risk classification, product and form standardization and loss costs, as well as joint underwriting and marketing;
	•		the State Modernization and Regulatory Transparency Act (SMART Act) that would address industry matters such as market conduct, product availability, speed to market of new products, and insurance company and producer licensing; and

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the National Insurance Act of 2006, which would establish an optional federal charters for insurance companies and agencies and provide a comprehensive system for the regulation and supervision of “National Insurers” and “National Agencies.”

	•		enactment of the Class Action Fairness Act of 2005 that enables defendants to move large national class actions from state courts to federal courts. The legislation also purports to provide protections to consumer class members;
	•		federal and state statutes and regulations concerning consumer privacy and data security, including the mandate for creating specific written programs to safeguard customers’ privacy and legislation aimed at reducing the risk of identity theft such as, restrictions on use and publication of social security numbers and requiring companies to notify customers of data security breaches that pose a significant risk of identity theft;
	•		restrictions on the use of credit scoring by insurance companies when deciding whether to cover, or how much premium to charge, potential customers, which have been in recent years, and continue to be, a frequent subject of state and federal legislation and regulation. A number of state insurance departments have issued bulletins, directives or regulations to regulate the use of credit by insurers;
	•		the implementation of the Fair and Accurate Credit Transactions Act and the duties and responsibilities that will be imposed on insurers concerning affiliate sharing of information and adverse action notices and related enacted or proposed state legislation, such as the “Tennessee Credit and Debit Card Number Identity Theft Prevention Act of 2005” that would make it unlawful for any person that accepts a credit card or debit card for a transaction of business to print more than five (5) digits of such card number or the expiration date upon any receipt provided to the cardholder or upon any merchant copy of the receipt that is signed by the cardholder and retained by the merchant following such transactions;
	•		the interpretation of the Fair Credit Reporting Act particularly as it relates to when adverse action notices are required to be given; who is required to send adverse action notices; and the meaning of “willfulness” under the Act;
	•		proposals for disclosure requirements concerning producer compensation that stemmed from a bid-rigging and agent/broker compensation investigation by the New York Attorney General;
	•		the NAIC’s ongoing consideration of proposals for structural changes to risk based capital (“RBC”) formulas (including proposals related to a principles-based RBC approach) (see “Regulatory Environment — Risk Based Capital”);
	•		various state legislative initiatives that purport to benefit or provide protection to automobile insurance consumers, such as proposed legislation to restrict insurer access to a vehicle’s Event Data Recorder (“EDR”) data;
	•		the uncertainty concerning the automobile insurance framework in the State of Florida as the Florida Motor Vehicle No-Fault Law, which requires mandatory minimum automobile insurance coverage for personal injury protection (“PIP”) and property damage liability, and which will automatically expire on October 1, 2007, unless the Florida legislature reenacts it during the 2007 legislative session; and
	•		various proposed legislation in Tennessee, including initiatives to prohibit insurance companies from using zip codes for setting rates.

     Restrictions on Cancellation, Non-Renewal or Withdrawal. Many states have laws and regulations that limit an insurer’s ability to exit a market. For example, certain states limit an automobile insurer’s ability to cancel or not renew policies. Some states prohibit an insurer from withdrawing one or more lines of business from the state, except pursuant to a plan approved by the state insurance department. The state insurance department may disapprove a plan that may lead to market disruption. Laws and regulations that limit cancellations and non-renewals

and that subject business withdrawals to prior approval requirements may restrict an insurer’s ability to exit unprofitable markets.

     Premium Finance Regulation. Our premium finance subsidiaries are regulated by governmental agencies in states in which they conduct business. The agency responsible for such regulation varies by state, but generally is the banking or financial institution department or the insurance department of the applicable state. These regulations, which generally are designed to protect the interests of our policyholders who elect to finance their insurance premiums, vary by jurisdiction, but, among other matters, usually involve:

	•		regulating the interest rates, fees and service charges we may charge our customers;
	•		imposing minimum capital requirements for our premium finance subsidiaries or requiring surety bonds in addition to or as an alternative to such capital requirements;
	•		governing the form and content of our financing agreements;
	•		prescribing minimum notice and cure periods before we may cancel a customer’s policy for nonpayment under the terms of the financing agreement;
	•		prescribing timing and notice procedures for collecting unearned premium from the insurance company, applying the unearned premium to our customer’s premium finance account, and, if applicable, returning any refund due to our customer;
	•		establishing standards for filing annual financial reports of our premium finance companies;
	•		requiring our premium finance companies to qualify for and obtain a license and to renew the license each year;
	•		conducting periodic financial and market conduct examinations and investigations of our premium finance companies and its operations; and
	•		requiring prior notice to the regulating agency of any change of control of our premium finance companies.

     The following table sets forth the maximum permissible interest rate in the states listed below:

State		Permissible Interest Rate
Arkansas		Variable(1)(2)
Florida			12.0	%(3)
Georgia			12.0	%(3)
Illinois			10.0	%(3)
Kentucky			12.0	%(3)
Louisiana			36.0	%(2)
Mississippi			24.0	%(2)
Missouri			15.0	%(3)
North Carolina			12.0	%(3)
South Carolina			12.0	%(3)
Tennessee			24.0	%(2)
Texas			18.0	%(3)
Virginia			12.0	%(3)

     Seven of these states require our premium finance subsidiaries to maintain a specified minimum net worth, post a surety bond or deposit securities with the state regulator.

     In addition, our premium finance business is subject to the federal Truth-in-Lending Act (“TILA”) and Regulation Z promulgated pursuant to the TILA and similar state statutes, and in Arkansas, which has not enacted a premium finance statute, we generally are subject to state usury laws that are applicable to consumer loans.

     Privacy and Information Safeguarding Regulations. In 1999, the United States Congress enacted the Gramm-Leach-Bliley Act, which protects consumers from the unauthorized dissemination of certain personal information and requires state insurance regulators to establish and enforce appropriate standards relative to safeguarding the security and confidentiality of customer records and information. Subsequently, the majority of states have implemented additional regulations to address privacy and information safeguarding issues. These laws and regulations apply to all financial institutions, including insurance and finance companies, and require us to maintain appropriate procedures for managing and protecting certain personal information of our customers and to fully disclose our privacy practices to our customers. We may also be exposed to future privacy and information safeguarding laws and regulations, which could impose additional costs and impact our results of operations or financial condition.

     Regulation of Our Ancillary Product Vendors. The vendors of the ancillary products and services we offer to our customers are also subject to various federal and state laws and regulations. The failure of any vendor to comply with such laws and regulations could affect our ability to sell the ancillary products or services of that particular vendor and create potential liability for us. However, we believe that there are adequate alternative vendors of all the material ancillary products and services sold by us.

     Licensing of Our Employee Agents and Adjustors. Generally, all of our employees who sell, solicit or negotiate insurance are required to be licensed by the state in which they work for the applicable line or lines of insurance they offer. Our employee-agents generally must renew their licenses annually and complete a certain number of hours of continuing education. In certain states in which we operate, insurance claims adjusters are also required to be licensed and some must fulfill annual continuing education requirements.

     Trade Practices. The manner in which insurance companies and insurance agents conduct the business of insurance is regulated by state statutes in an effort to prohibit practices that constitute unfair methods of competition or unfair or deceptive acts or practices. Prohibited practices include, but are not limited to:

	•		disseminating false information or advertising;
	•		defamation;
	•		boycotting, coercion and intimidation;
	•		false statements or entries;
	•		unfair discrimination;
	•		rebating;
	•		lessening competition by a stock transaction;
	•		improper replacement of life insurance;
	•		improper use of proprietary information;
	•		illegal dealings in premiums;

	•		excess or reduced charges for insurance; and
	•		sliding, packaging and other deceptive sales conduct.

     We set business conduct policies and provide regular training to make our employee-agents and other sales personnel aware of these prohibitions, and we require them to conduct their activities in compliance with these statutes.

     Claims Practices. Generally, insurance companies, adjusting companies and individual claims adjusters are prohibited by state statutes from engaging in unfair claims practices on a flagrant basis or with such frequency to indicate a general business practice. Unfair claims practices include, but are not limited to:

	•		misrepresenting pertinent facts or insurance policy provisions relating to coverages at issue;
	•		failing to acknowledge and act reasonably promptly upon communications with respect to claims arising under insurance policies;
	•		failing to affirm or deny coverage of claims within a reasonable time after proof of loss statements have been completed;
	•		attempting to settle a claim for less than the amount to which a reasonable person would have believed such person was entitled;
	•		attempting to settle claims on the basis of an application which was altered without notice to or knowledge or consent of the insured;
	•		making known to insureds or claimants a policy of appealing from arbitration awards in favor of insureds or claimants for the purpose of compelling them to accept settlements or compromises less than the amount awarded in arbitration;
	•		delaying the investigation or payment of claims by requiring an insured, claimant, or the physician of either to submit a preliminary claim report and then requiring the subsequent submission of formal proof of loss forms, both of which submissions contain substantially the same information;
	•		failing to promptly settle claims, where liability has become reasonably clear, under one portion of the insurance policy coverage in order to influence settlements under other portions of the insurance policy coverage; and
	•		not attempting in good faith to effectuate prompt, fair and equitable settlements of claims in which liability has become reasonably clear.

     We set business conduct policies and conduct regular training to make our employee-adjusters and other claims personnel aware of these prohibitions, and we require them to conduct their activities in compliance with these statutes.

     Quarterly and Annual Financial Reporting. We are required to file quarterly and annual financial reports with states utilizing statutory accounting practices that are different from GAAP, which reflect our insurance subsidiaries on a going concern basis. The statutory accounting practices used by state regulators, in keeping with the intent to assure policyholder protection, are generally based on a liquidation concept. For a summary of the significant differences for our insurance subsidiaries between statutory accounting practices and GAAP, see Note 11 to our audited consolidated financial statements included in this report.

     Periodic Financial and Market Conduct Examinations. The state insurance departments that have jurisdiction over our insurance subsidiaries conduct on-site visits and examinations of the insurers’ affairs, especially as to their financial condition, ability to fulfill their obligations to policyholders, market conduct, claims

practices and compliance with other laws and applicable regulations. Typically, these examinations are conducted every three to five years. In addition, if circumstances dictate, regulators are authorized to conduct special or target examinations of insurers, insurance agencies and insurance adjusting companies to address particular concerns or issues. The results of these examinations can give rise to regulatory orders requiring remedial, injunctive or other corrective action on the part of the company that is the subject of the examination and in some cases the orders may include monetary fines or penalties.

     Risk Based Capital (“RBC”). In order to enhance the regulation of insurer solvency, the NAIC has adopted a formula and model law to implement RBC requirements designed to assess the minimum amount of capital that an insurance company needs to support its overall business operations and to ensure that it has an acceptably low expectation of becoming financially impaired. RBC is used to set capital requirements considering the size and degree of risk taken by the insurer and taking into account various risk factors such as asset risk, credit risk, underwriting risk, interest rate risk and other relevant business risks. The NAIC model law for RBC applies to both life and property and casualty companies. The model law provides for increasing levels of regulatory intervention as the ratio of an insurer’s total adjusted capital and surplus decreases relative to its risk based capital, culminating with mandatory control of the operations of the insurer by the domiciliary insurance department at the so-called mandatory control level. At December 31, 2006, each of our insurance subsidiaries maintained an RBC level that is in excess of an amount that would require any corrective actions on our part.

     IRIS Ratios. The NAIC Insurance Regulatory Information System or IRIS is part of a collection of analytical tools designed to provide state insurance regulators with an integrated approach to screening and analyzing the financial condition of insurance companies operating in their respective states. IRIS is intended to assist state insurance regulators in targeting resources to those insurers in greatest need of regulatory attention. IRIS consists of two phases: statistical and analytical. In the statistical phase, the NAIC database generates key financial ratio results based on financial information obtained from insurers’ annual statutory statements. The analytical phase is a review of the annual statements, financial ratios and other automated solvency tools. The primary goal of the analytical phase is to identify companies that appear to require immediate regulatory attention. A ratio result falling outside the usual range of IRIS ratios is not considered a failing result; rather, unusual values are viewed as part of the regulatory early monitoring system. Furthermore, in some years, it may not be unusual for financially sound companies to have several ratios with results outside the usual ranges. An insurance company may fall out of the usual range for one or more ratios because of specific transactions that are in themselves immaterial.

     As of December 31, 2006, Direct Life Insurance Company and Direct General Life Insurance Company each had two IRIS ratios outside of the usual range related to changes in premiums and reserving caused by the continued shift of new business between these two companies during 2006. Each of these companies also had one ratio related to investment income falling outside of the normal range because of the type of business written in these companies. Direct Life Insurance Company had an additional two ratios fall outside the normal range related to changes in surplus as dividends were paid to its parent company as part of the shift of business to Direct General Life Insurance Company. Direct National Insurance Company had one ratio outside of the usual range related to changes in net premiums written as the result of beginning to write new business in this company in 2006. Direct General Insurance Company of Mississippi had two ratios fall outside the normal ranges. Both related to net premiums written and was primarily caused by the elimination of quota share reinsurance in 2006. We do not expect any material regulatory action as a result of these results that fell outside the usual range of IRIS ratios. Our other insurance companies: Direct General Insurance Company, Direct General Insurance Company of Louisiana and Direct Insurance Company did not have any IRIS ratios outside the usual range.

     Payday Consumer Loan Regulation. The payday lending activities of our consumer products company are subject to state regulation and to the supervision of the applicable state regulatory agency in each jurisdiction in which we offer our Direct Cash Advance program to our customers. Currently we offer this program in Kentucky, Louisiana, Mississippi, Tennessee, Florida and Missouri. Payday loan regulations, which generally are designed to protect the interests of our payday loan customers, vary by jurisdiction, but among other matters, typically may involve:

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requiring our consumer products company to qualify for and obtain a license, and to renew the license each year;

	•		imposing minimum capital requirements for our consumer products subsidiary, which sometimes requires a certain minimum amount of capital for each office location within the state at which we offer payday loans to our customers;
	•		governing the form and content of our payday loan agreements;
	•		restricting the amount of finance or service charges or other fees we may charge our customers in connection with any payday loan transaction;
	•		preventing our customers from “rolling over” an existing loan and/or restricting the terms and manner in which our customer may pay off an existing loan and enter into a new loan;
	•		limiting the amount that we may lend to any customer and/or restricting the number of loans we may make to a customer at one time or over a specified period of time;
	•		specifying the minimum and maximum maturity dates for payday loans and, in some states, requiring mandatory cooling-off periods between transactions;
	•		imposing financial control procedures and physical separation guidelines that are designed to ensure that we maintain a clear distinction between our payday lending activity and the other businesses we conduct in our sales office locations;
	•		conducting periodic financial examinations and physical inspections of our payday loan company and its operations; and
	•		subjecting our collection activities regarding past due loans to federal and state consumer protection laws and regulations relating to debt collection practices.

     In addition, our payday consumer loan business is subject to the disclosure requirements of the Federal Truth In Lending Act (“TILA”) and Regulation Z promulgated pursuant to the TILA, as well as the disclosure requirements of certain state statutes, which typically are substantially similar to the federal TILA disclosure requirements.

     Payday Consumer Loan Regulatory Initiatives or Proposed Legislation. Not all states permit lending activities of the type that are typically referred to as “payday lending”. Payday lending is enabled in those states that have enacted legislation exempting payday loans from state usury and other limitations on payday loans, small loans or “deferred presentment” transactions. We operate our payday lending activities only in states in which enabling legislation permits payday lending activities.

     Payday lending activities are typically regulated by the state agencies that regulate banking and financial institutions. These agencies have broad regulatory and discretionary powers and may interpret laws in ways, or impose requirements on us, that increase the cost of operating our payday loan business. In the extreme case, an unfavorable interpretation of law by a regulator could force us to reduce or terminate our payday lending activities in a state.

     Due primarily to heavy pro-payday lending lobbying by the payday loan industry and anti-payday lending lobbying by consumer groups that view payday lending as a “predatory” practice, state payday lending laws are often under pressure to change, and regulation of payday lending activity constantly fluctuates as governmental agencies and legislatures react to real or perceived issues. The evolving regulatory landscape creates various risks and inconsistencies for our payday lending business. During the past few years, legislation has been introduced in the U.S. Congress and in certain state legislatures, and proposals, or indications of possible proposals, have been made by regulatory authorities that would prohibit or severely restrict the availability of payday loans to consumers.

     In 2006, the U.S. Congress passed the Talent-Nelson Amendment to the Defense Authorization Act, which placed a maximum limit on the fees that payday lenders can charge active military personnel and their dependents at an annualized percentage rate of 36 percent. We believe the cap renders payday lending to military personnel no longer economically viable for most payday lenders. A further consequence of this law is that at the state level, there is a push by various constituencies to encourage passage of state laws with interest rate caps on all payday loans to all consumers.

     No state legislation that severely restricts or eliminates the ability to conduct payday lending was adopted in 2006 in those states in which we currently offer payday loans, but we cannot predict whether unfavorable legislation may be adopted in those states in the future. Also, to the extent that legislation unfavorable to payday lending is adopted in states in which we do not currently operate, it restricts the number of states into which we can expand our payday loan business.

     Electronic Fund Transfers (“EFT”) Regulation. As an added convenience for the customers of some of our businesses, we afford them the opportunity in certain circumstances to make payments to us or our business associates using electronic fund transfers. The term “electronic fund transfer” generally refers to a transaction initiated through an electronic terminal, telephone, computer, or magnetic tape that instructs a financial institution either to credit or to debit a consumer’s asset account. By providing this service, we generally are subject to federal Regulation E (12 CFR 205), which establishes the rights, liabilities, and responsibilities of participants in electronic fund transfer systems, including one-time and preauthorized recurring transfers from a consumer’s checking or savings account.

     Electronic Records and Signatures. On June 30, 2000, Congress enacted the Electronic Signatures in Global and National Commerce Act to facilitate the use of electronic records and signatures in interstate commerce by ensuring the validity and legal effect of contracts entered into electronically. The states in which we operate generally have also enacted laws authorizing and regulating electronic commerce transactions. Because we rely on electronic records and we are expanding our electronic commerce initiatives to sell insurance policies and conduct other business transactions over the Internet, we generally must comply with the special requirements imposed by these laws on businesses that use electronic records or signatures in consumer transactions. These requirements include such obligations as obtaining consumers’ consent to engage in the electronic transactions; providing procedures that allow consumers to withdraw their consent; explaining how consumers may obtain paper copies of electronic records; meeting certain minimum hardware and software requirements; and assuring that record accuracy and retention requirements are met.

Employees

     As of February 28, 2007, we employed approximately 2,426 employees. Our employees are not covered by any collective bargaining agreements.

Available Information

     Our website address is www.directgeneral.com. We make available, free of charge, through the website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after these reports are electronically filed with or furnished to the Securities and Exchange Commission (“SEC”). In addition, we have provided copies of our Code of Ethics and Policy on Business Conduct, Corporate Governance Guidelines, Audit Committee charter and Nominating and Corporate Governance Committee charter on our website.

Item 1A. Risk Factors.

Risks Related to Our Pending Merger

     Completion of the Elara Merger is subject to various conditions; as a result we cannot assure you that the Elara Merger will be completed.

     The completion of the Elara Merger is subject to various conditions, including the following:

	•		no statute, rule regulation, executive order, decree, injunction or other order may be enacted, issued, promulgated, enforced or entered by any governmental entity that is in effect and has the effect of making the merger illegal or otherwise prohibits or prevents consummation of the merger;
	•		we and our subsidiaries and Elara and its subsidiaries must have received, with no conditions or restrictions, all authorizations, consents and approvals required from any department of insurance or department of financing in the states in which we and our subsidiaries are domiciled or where the conduct of our business requires the approval by such departments and all such authorizations, consents and approvals must be in full force and effect;
	•		no suit, action or proceeding shall be pending or threatened by any governmental entity challenging or seeking to restrain or prohibit the Elara Merger.
	•		Elara’s closing on committed debt financing;
	•		the accuracy of our representations and warranties and the representations and warranties of Elara in the merger agreement;
	•		the performance in all material respects by us and Elara of all obligations required to be performed under the merger agreement at or prior to the effective time of the transaction;
	•		the absence of an event, change, effect or development that, individually or in the aggregate, has had or would reasonably be expected to have, a material adverse effect on Direct General Corporation as defined in the merger agreement; and
	•		if the closing of the merger does not occur on or before March 31, 2007, in certain circumstances we or Elara may elect not to complete the transaction.

     Because of these conditions, the Elara Merger may not be completed. If the transaction is not completed for any reason, then we expect that our current management, under the direction of our Board of Directors, will continue to manage us.

     Failure to complete the Elara Merger could negatively impact the market price of our common stock and our ability to operate our business.

     If the Elara Merger is not completed for any reason, we will be subject to a number of material risks, including:

	•		the market price of our common stock could decline;
	•		we must pay some of the costs related to the transaction, such as legal and accounting fees and, in specified circumstances, termination fees and expense reimbursement payments;
	•		the diversion of management’s attention from our day-to-day business and the unavoidable disruption to our business during the period before completion of the transaction may make it difficult for us to regain our financial and market position if the transaction does not occur; and

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if we lose key management and other employees, who may be uncertain about their future roles and relationships with us following the completion of the Elara Merger, the loss could make it difficult for us to operate our business effectively and profitably, if we are unable to replace these employees.

     If the Elara Merger is terminated and our Board of Directors seeks another transaction or business combination, we cannot assure you that we will be able to find an acquirer willing to pay an equivalent or better price than the price to be paid by Elara under the merger agreement.

Risks Related to Our Business

     Because our core product is non-standard personal automobile insurance, our business may be adversely affected by negative developments in the conditions in this industry.

     Approximately 95% of our gross premiums written for 2006 were generated from sales of non-standard personal automobile insurance policies. As a result of our concentration in this line of business, negative developments in the economic, competitive or regulatory conditions affecting the non-standard personal automobile insurance industry could have a material adverse effect on our results of operations and financial condition. In addition, these developments could have a greater effect on us, compared to more diversified insurers that also sell other types of automobile insurance products.

     For example, in the late 1990s, the automobile insurance industry experienced severe price competition, rapidly rising medical costs and high levels of fraudulent claims which resulted in a significant deterioration in underwriting profitability. According to the Insurance Information Institute, an insurance industry research organization, the cost of automobile insurance declined in 1998 and 1999. During this same period and in 2000, as indicated in this report, the amount of claims paid by automobile insurers rose sharply, particularly with respect to personal injury claims. The combination of these events adversely impacted our underwriting results and the underwriting results of most of our competitors.

     Over the past few years, the non-standard personal automobile insurance industry has benefited from a period of improved underwriting profitability. Because of the currently favorable pricing conditions in our industry, competition has increased dramatically as existing insurers are attempting to increase market share by increasing advertising, and some insurers have reduced their rates in certain markets. In addition, several of our competitors have raised additional capital within the past two years in order to support their planned growth and it is possible that new competitors will enter the market. These conditions could cause us to lose market share or have a material adverse effect on our underwriting results due to a reduction in our underwriting margin.

     Because we write a substantial number of insurance policies in Florida and Tennessee, our business may be adversely affected by conditions in these states.

     In 2006, approximately 46% and 12% of our gross premiums written were generated from non-standard personal automobile and life insurance policies written in Florida and Tennessee, respectively. Our revenues and profitability are affected by the prevailing regulatory, economic, demographic, competitive and other conditions in these states. For example, our underwriting results in Florida have been adversely affected by high levels of fraudulent claims and increased price competition. Changes in any of these conditions could make it more costly or difficult for us to conduct our business. Adverse legislative or regulatory developments in Florida or Tennessee, which could include, among other things, reductions in the maximum rates permitted to be charged, restrictions on rate increases or fundamental changes to the design of our insurance products or implementation of the automobile insurance regulatory framework, could have a material adverse effect on our results of operations and financial condition.

     Severe weather conditions and other catastrophes may result in an increase in the number and amount of claims filed against us.

     Our business is exposed to the risk of severe weather conditions and other catastrophes. Catastrophes can be caused by various events, including natural events such as severe winter weather, hurricanes, tornadoes,

windstorms, earthquakes, hailstorms, severe thunderstorms and fires, and other events such as explosions, terrorist attacks and riots. The incidence and severity of catastrophes and severe weather conditions are inherently unpredictable. Severe weather conditions generally result in higher incidence of automobile accidents and an increase in the number of claims filed as well as the amount of compensation sought by claimants.

     Because some of our insureds live near the coastlines of the Atlantic Ocean and the Gulf of Mexico, we have potential exposure to catastrophic losses related to hurricanes and major coastal storms. We currently maintain property catastrophe excess of loss reinsurance, excluding terrorism and acts of war, that provides coverage for losses up to $15 million, less our retention of both 100% of the first $2.0 million of losses, 12.5% of the next $3 million of losses, and 10.0% of the next $10 million of losses covered under this reinsurance arrangement. In the event a major catastrophe were to occur resulting in property losses to us in excess of our coverage, our losses could have a material adverse effect on our results of operations and financial condition.

     Our business is highly competitive, which may make it difficult for us to market our core products effectively and profitably.

     The non-standard personal automobile insurance business is highly competitive. We compete with other insurers that, in most cases, sell through independent agencies. We also compete with insurers that sell insurance policies directly to their customers. We believe that our primary insurance company competition comes not only from national companies or their subsidiaries, such as the Progressive insurance group, the Allstate insurance group, the Infinity insurance group, the State Farm insurance group, the Berkshire Hathaway insurance group (including GEICO) and the Bristol West insurance group, but also from non-standard insurers and independent agents that operate in a specific region or single state in which we operate.

     Some of our competitors have substantially greater financial and other resources than we have, and they may offer a broader range of products or offer competing products at lower prices. Our results of operations and financial condition could be materially and adversely affected by a loss of business to competitors offering similar insurance products at lower prices or having other competitive advantages.

     Our results may fluctuate as a result of cyclical changes in the personal automobile insurance industry.

     The personal automobile insurance industry is cyclical in nature. In the past, the industry has been characterized by periods of price competition and excess capacity followed by periods of high premium rates and shortages of underwriting capacity. For example, we believe that during 2002 and 2003, the underwriting results in the personal automobile insurance industry improved as a result of favorable pricing and competitive conditions that allowed for broad increases in rate levels by insurers. We are now in a period of decreasing top-line growth as existing competitors are attempting to increase or maintain market share by increasing advertising and, in certain cases, lowering rates. In addition, new competitors may enter our markets. Such conditions would cause a further trend downward in the current softening cycle and could negatively impact our revenues and profitability.

     Current ratings of our insurance subsidiaries or any failure of our insurance subsidiaries to maintain current financial strength ratings could materially and adversely affect our business and our ability to obtain financing or reinsurance at favorable rates.

     A.M. Best provides a variety of products and services to the insurance industry and is generally considered to be a leading authority on insurance company ratings and information. Four of our property and casualty insurance subsidiaries and our two life insurance subsidiaries have been assigned a “B (Fair)” rating. A.M. Best assigns 15 ratings to insurance companies, which currently range from “A++ (Superior)” to “F (In Liquidation)”. Our newly acquired property and casualty insurance subsidiary, Direct National Insurance Company is not currently rated by A.M. Best.

     “B (Fair)” is the seventh highest rating issued by A.M. Best. Publications of A.M. Best indicate that the “B (Fair)” rating is assigned to those companies that in A.M. Best’s opinion have a fair ability to meet their current obligations to policyholders, but are financially vulnerable to adverse changes in underwriting and economic conditions. In evaluating a company’s financial and operating performance, A.M. Best reviews the company’s profitability, leverage and liquidity, as well as its book of business, the adequacy and soundness of its reinsurance,

the quality and estimated market value of its assets, the adequacy of its loss reserves, the adequacy of its surplus, its capital structure, the experience and competence of its management and its market presence. A.M. Best’s ratings reflect its opinion of an insurance company’s financial strength, operating performance, and ability to meet its obligations to policyholders and are not evaluations directed to potential or current investors in our common stock and are not recommendations to buy, sell, or hold our common stock.

     Financial institutions and reinsurance companies use the A.M. Best insurance ratings to help assess the financial strength and quality of insurance companies. The current ratings of our property and casualty insurance subsidiaries or their failure to maintain such ratings may dissuade a financial institution or reinsurance company from conducting business with us or increase our interest or reinsurance costs. See “Business - Ratings”.

     Our principal shareholder has the ability to control our operations, including the election of our directors.

     As of March 9, 2007, the William C. Adair, Jr. Trust, over which Ms. Tammy Adair, our President, has sole voting control, beneficially owns approximately 23.8% of our common stock. Ms. Adair, as trustee, has the ability to affect significantly the composition of our board of directors and the approval of any action requiring a shareholder vote, including amendments to our charter or bylaws and approvals of mergers or sales of substantially all of our assets. The interests of the trustee and the beneficiaries of the trust may differ from the interests of our other shareholders.

     As a holding company, we are dependent on the results of operations of our operating subsidiaries and the regulatory and contractual capacity of our operating subsidiaries to pay dividends to us.

     We are a holding company and a legal entity separate and distinct from our operating subsidiaries. As a holding company without significant operations of our own, the principal sources of our funds are dividends and other payments from our operating subsidiaries. State insurance laws limit the ability of our insurance subsidiaries to pay dividends and require our insurance subsidiaries to maintain specified minimum levels of statutory capital and surplus. These restrictions affect the ability of our insurance subsidiaries to pay dividends to us without prior notice to, or approval of, regulatory authorities and the timing of such payments. During 2007, our insurance subsidiaries will be able to pay maximum dividends of $19.9 million to Direct General Corporation without seeking regulatory approval. Dividends from our premium finance subsidiary are limited by the minimum capital requirements in applicable state regulations and by covenants in our loan agreements that require approval of our lenders. There are no other restrictions on payments of dividends from our subsidiaries except for typical state corporation law requirements. Consequently, our ability to repay debts, pay expenses and pay cash dividends to our shareholders may be limited. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Financial Condition – Liquidity and Capital Resources – Sources and Uses of Funds” and “Business – Regulatory Environment – Restrictions on Paying Dividends”.

     We are subject to comprehensive regulation that may restrict our ability to earn profits.

     Our insurance, agency, premium finance and consumer products subsidiaries are subject to comprehensive regulation and supervision by the insurance and financial institution departments in the states where our subsidiaries are domiciled and where our subsidiaries sell insurance products, issue policies, finance premiums, handle claims and make payday consumer loans. Certain regulatory restrictions and prior approval requirements may affect our subsidiaries’ ability to operate, innovate, obtain necessary rate adjustments in a timely manner or may increase our cost and reduce profitability.

     The failure to comply with applicable laws and regulations could result in actions by regulators or other law enforcement officials, fines and penalties, adverse publicity and damage to our reputations in the marketplace. We could be subject to individual and class action lawsuits by our insured and other parties for alleged violations of these laws or regulations.

     In addition, changes in or new regulations or legislation (such as, in recent years, legislative and regulatory initiatives concerning the use of nonpublic consumer information and related privacy issues, the use of credit scoring in underwriting, changes in Florida’s Motor Vehicle No Fault Law, and caps on fees that certain lenders can charge

active military personnel and their dependents) could adversely effect our operations, our ability to grow our business in certain states or our ability to maintain our profitability.

     Supervision and regulation by insurance and financial institution departments extend, among other things, to:

     Required Licensing. We operate under licenses issued by various state insurance, consumer credit and banking and financial institution authorities. These licenses govern, among other things, the types of insurance coverages, agency and claims services, consumer loan and premium finance products that we may offer consumers in these states. Such licenses typically are issued only after we file an appropriate application and satisfy prescribed criteria. We must apply for and obtain the appropriate new licenses before we can implement any plan to expand into a new state or offer a new line of insurance or other new product that requires separate licensing. If a regulatory authority denies or delays granting such new license, our ability to enter new markets quickly or offer new products we believe will be profitable can be substantially impaired. See “Business – Regulatory Environment – Required Licensing.”

     Transactions Between Insurance Companies and Their Affiliates. We operate as an insurance holding company system and are subject to regulation in the jurisdictions in which our insurance subsidiaries conduct business. Our insurance subsidiaries are organized and domiciled or commercially domiciled under the insurance statutes of Arkansas, Florida, Georgia, Louisiana, Mississippi, South Carolina and Tennessee. The insurance laws in these states provide that all transactions among members of an insurance holding company system must be fair and reasonable. Transactions between our insurance subsidiaries and other members of our holding company system generally must be disclosed to the state regulators, and prior approval of the applicable regulator generally is required before any material or extraordinary transaction may be consummated. State regulators may refuse to approve or delay approval of such a transaction, which may impact our ability to innovate or operate efficiently. See “Business – Regulatory Environment – Insurance Holding Company Regulation.”

     Regulation of Premium Rates and Approval of Policy Forms. The insurance laws of most states in which our insurance subsidiaries operate require insurance companies to file premium rate schedules and insurance policy forms for review and approval. State insurance regulators have broad discretion in judging whether our rates are adequate, not excessive and not unfairly discriminatory. The speed at which we can change our rates in response to competition or to increasing costs depends, in part, on the method by which the applicable state’s rating laws are administered. Generally, state insurance regulators have the authority to disapprove our requested rates. Thus, if as permitted in some states, we begin using new rates before they are approved, we may be required to issue premium refunds or credits to our policyholders if the new rates are ultimately deemed excessive or unfair and disapproved by the applicable state regulator. In addition, in some states, there has been some pressure in past years to reduce premium rates for automobile and other personal insurance or to limit how often an insurer may request increases for such rates. In states where such pressure is applied, our ability to respond to market developments or increased costs in that state can be adversely affected. See “Business – Regulatory Environment – Regulation of Rates and Policy Forms.”

     Investment Restrictions. Our insurance subsidiaries are subject to state laws and regulations that require diversification of their investment portfolios and that limit the amount of investments in certain categories. Failure to comply with these laws and regulations would cause non-conforming investments to be treated as non-admitted assets for purposes of measuring statutory surplus and, in some instances, would require divestiture. See “Business – Regulatory Environment – Investment Regulation.”

     Restrictions on Cancellation, Non-Renewal or Withdrawal. Many states have laws and regulations that limit an insurer’s ability to exit a market. For example, certain states limit an automobile insurer’s ability to cancel or not renew policies. Some states prohibit an insurer from withdrawing from one or more lines of business in the state, except pursuant to a plan approved by the state insurance department. The state insurance department may disapprove a plan that may lead to market disruption. To date, none of these restrictions has had an impact on our operations or strategic planning in the states in which we operate. However, these laws and regulations that limit cancellations and non-renewals and that subject business withdrawals to prior approval restrictions could limit our ability to exit unprofitable markets or discontinue unprofitable products in the future. See “Business – Regulatory Environment - Restrictions on Cancellation, Non-Renewal or Withdrawal.”

     Other Regulations. We must also comply with regulations involving, among other things:

	•		the use of non-public consumer information and related privacy issues;
	•		the use of credit history in underwriting and rating;
	•		the payment of dividends;
	•		the acquisition or disposition of an insurance company or of any company controlling an insurance company;
	•		the involuntary assignments of high-risk policies, participation in reinsurance facilities and underwriting associations, assessments and other governmental charges;
	•		reporting to state regulators with respect to financial condition;
	•		periodic reporting, corporate governance and other compliance requirements imposed by the Sarbanes-Oxley Act of 2002 and other federal laws and regulations applicable to publicly traded companies; and
	•		rules and regulations of the Nasdaq National Market, on which our common stock is listed for trading.

     In addition, our premium finance and payday consumer loan businesses are subject to the federal Truth-in-Lending Act and similar state statutes, and in states where premium finance statutes have not been enacted, we generally are subject to state usury laws that are applicable to consumer loans. See “Business – Regulatory Environment”.

     The anticipated decision of the United States Supreme Court in the Safeco Insurance Company of America, et al. v. Burr and GEICO General Insurance Co., et al. v. Edo may adversely impact our business procedures.

     On January 16, 2007, the Supreme Court of the United States heard argument in two cases appealing the Ninth Circuit Court of Appeals’ (“Ninth Circuit”) decision in Reynolds v. Hartford Fin. Servs. Group, 435 F.3d 1081 (9th Cir. 2006). The cases under the Supreme Court’s review are Safeco Insurance Company of America, et al. v. Burr and GEICO General Insurance Co., et al. v. Edo. In the underlying cases, the Ninth Circuit held, among other things, that:

	•		The Fair Credit Reporting Act (“FCRA”) requires an adverse action notice to a customer whenever a company uses credit information in determining the insurance rate that applies, and that rate is not the lowest rate available to customers generally, regardless of whether the rate is for a new policy or a renewal policy.
	•		Adverse action notices must contain certain information not specifically outlined in FCRA.

     Under the Ninth Circuit interpretation of FCRA, an insurer’s failure to issue an adverse action notice in instances when required, or an insurer’s failure to include adequate disclosure in an adverse action notice, can lead to liability of $100 to $1,000 per consumer. We believe we are in compliance with FCRA, because we provide adverse action notices to our new business customers when we use credit information in determining their insurance premium rate, and our best rate is not obtained by the customer due to the adverse underwriting effect of that credit information. However, the impact on our business if the Supreme Court upholds all or certain of the Ninth Circuit’s interpretation of FCRA is not known at this time. The Supreme Court has not indicated when it will issue an opinion in this case.

     The outcome of recent industry litigation and insurance regulatory investigations related to agent/broker compensation may adversely impact our business.

     In October 2004, the New York State Attorney General brought suit against Marsh & McClennan Companies, Inc. alleging, among other things, that the firm manipulated the insurance market through specified conduct relating to bid-rigging and agent/broker compensation practices. The NAIC also continues to monitor this issue. During 2004 and 2005, we received document and information requests from certain state insurance regulators where we transact business regarding investigations into the relationships between insurers and brokers and agents, allegations of bid-rigging by certain brokers and other related matters. We have not been notified by any governmental or regulatory authority that we are the target of any such investigation. We cannot be certain what ultimate effect these investigations or increased regulatory oversight will have on the insurance industry as a whole, including our business.

     Regulation may become more extensive in the future, which may adversely affect our business.

     We cannot assure you that states will not make existing insurance laws and regulations more restrictive in the future or enact new restrictive laws. In such events, we may seek to reduce our writings in, or to withdraw entirely from, these states. In addition, from time to time, the United States Congress and certain federal agencies investigate the current condition of the insurance industry to determine whether federal regulation is necessary. As we develop and introduce new products and services, we may become subject to additional federal and state regulations. In addition, future legislation or regulations may restrict our ability to continue our current methods of operation or expand our operations and may have a negative effect on our business, results of operations and financial condition. States may also seek to impose new licensing requirements or interpret or enforce existing licensing or other regulatory requirements in new ways. Our business is also subject to the risk of litigation and regulatory proceedings, which could generate adverse publicity or cause us to incur substantial expenditures or modify the way we conduct our business.

     Our insurance, premium finance and consumer products subsidiaries are subject to capital requirements, and our failure to meet these standards could subject us to regulatory actions.

     Our insurance subsidiaries are subject to risk-based capital standards (which we refer to in this report as RBC standards) and other minimum capital and surplus requirements imposed under the laws of their states of domicile. The RBC standards, based upon the RBC Model Act adopted by the National Association of Insurance Commissioners (which we refer to in this report as the NAIC) require our insurance subsidiaries to report their results of risk-based capital calculations to the state departments of insurance and the NAIC. Our premium finance subsidiaries are subject to minimum capital requirements imposed under the laws of some of the states in which they conduct business. Our consumer products subsidiary is subject to minimum capital requirements in some of the states in which it conducts or intends to conduct its payday loan business. In some states the minimum capital is based on the number of locations within the state that the payday loan product is offered to customers.

     Failure to meet applicable risk-based capital requirements or minimum statutory capital requirements could subject our insurance, premium finance or consumer products subsidiaries to further examination or corrective action imposed by state regulators, including limitations on our writing of additional business or engaging in finance activities, state supervision or even liquidation. Any changes in existing RBC requirements or minimum statutory capital requirements may require us to increase our statutory capital levels, which we may be unable to do. As of December 31, 2006, each of our insurance subsidiaries maintained an RBC level that is in excess of an amount that would require any corrective actions on our part and our premium finance and consumer products subsidiaries were in compliance with the minimum capital requirements of the applicable state regulations. See “Business – Regulatory Environment”.

     New pricing, claim, coverage and financing issues and class action litigation are continually emerging in the automobile insurance industry, and these new issues could adversely impact our revenues or our methods of doing business.

     As insurance and related industry practices and regulatory, judicial and consumer conditions change, unexpected and unintended issues related to claims, coverages, premium financing plans and other business practices may emerge. These issues can have an adverse effect on our business by changing the way we price our products, by extending coverage beyond our underwriting intent, or by increasing the size of claims or otherwise increase our cost of doing business. Recent examples of some emerging issues include:

	•		concerns over the use of an applicant’s zip code as a factor in making risk selections and pricing decisions as well as use of credit in underwriting and related requirements under the federal Fair Credit Reporting Act;
	•		a growing trend of plaintiffs targeting automobile insurers, including us, in purported class action litigation relating to claims-handling practices, such as the permitted use of aftermarket (non-original equipment manufacturer) parts, total loss evaluation methodology, the alleged diminution in value to insureds’ vehicles involved in accidents, and methods used for evaluating and paying bodily injury, medical payments and personal injury protection claims;
	•		a relatively new trend of plaintiffs targeting insurers, including automobile insurers, in purported class action litigation which seek to recharacterize installment fees and other allowed charges related to insurers’ installment billing programs as interest that violates state usury laws or other interest rate restrictions; and
	•		attempts by plaintiffs to initiate purported class action litigation targeting premium finance operations relating to unearned interest rebates and the collection of service and finance charges.

     The effects and costs of these and other unforeseen emerging issues could negatively affect our revenues, income or our methods of business.

     Our assumed reinsurance arrangements may be deemed to be the unauthorized business of insurance.

     Our agency subsidiaries sell non-standard automobile insurance for State National Specialty Insurance Company in North Carolina and we also service, finance and administer claims related to this business. One of our insurance subsidiaries reinsures a 100% quota share percentage of State National’s physical damage business in North Carolina. In January 2003, we began assuming a 100% quota share percentage of the non-standard personal automobile liability and physical damage business in Texas underwritten by Old American County Mutual Fire Insurance Company, an unaffiliated insurance company, for which we are responsible for the sales, service, and claims administration related to such business.

     We believe that these arrangements comply with applicable law and we are not aware of any pending regulatory or legislative action that could affect these arrangements. However, we can provide no assurance that the state legislatures or insurance regulators of North Carolina and Texas will continue to permit these types of assumed reinsurance arrangements whereby all or substantially all of the insurance risk is transferred to a single assuming reinsurer that is not a licensed insurer in that state. If not, then insurance regulators in these states could construe our assumed reinsurance arrangements as the conduct of the unauthorized business of insurance by us, or the aiding and abetting by the policy issuing companies of the unauthorized business of insurance. Any such adverse regulatory decision may have a material adverse effect on our results of operations.

     Our largely fixed cost structure would work to our disadvantage if our sales volume were to decline significantly.

     Because of our emphasis on the use of employee-agents, our cost of acquiring business is largely fixed. In times of increasing sales volume, our acquisition cost per policy decreases, improving our expense and combined ratios, which we believe is one of the significant advantages of our business model. However, in times of declining

sales volume, the opposite would occur. A decline in sales volume could decrease our profitability, cause us to close some of our neighborhood sales offices or lay-off employee-agents to manage our expenses.

     Our inability to refinance our current lines of credit or obtain additional financing could have an adverse effect on our premium finance revenue.

     Through our premium finance subsidiaries, we finance almost all of the insurance policies we sell. Our working capital needs are substantially dependent on bank lines of credit that include covenants requiring us to pass specified financial tests and to refrain from certain kinds of actions. Such actions include incurring or guaranteeing additional indebtedness; granting mortgages or liens on our and certain of our subsidiaries’ assets; selling our premium finance subsidiary receivables; merging into, consolidating with, or acquiring the assets of another business corporation outside defined limitations; disposing of all or a substantial portion of our assets; making loans or investments other than to our subsidiaries; or entering into a new line of business not related to insurance, financial and related services. In the event we fail to meet our covenants or are unable to refinance, replace or increase our bank line of credit on economically feasible terms, our income and the marketability of our insurance products could be adversely affected. An alternative to financing our policies through our premium finance subsidiary would be to finance or installment bill the policies through our insurance subsidiaries, which would eliminate the requirement for outside working capital. However, certain regulatory restrictions may make it more difficult to finance other insurance products which could adversely affect our results of operations.

     Our losses and loss adjustment expenses may exceed our reserves, which would adversely impact our results of operations and financial condition.

     We record reserve liabilities for the estimated payment of losses and loss adjustment expenses for both reported and unreported claims. The amount of reserves is based on historical claims information, industry statistics and other factors. The establishment of appropriate reserves is an inherently uncertain process. This uncertainty arises from a number of factors, including the difficulty in predicting the rate of inflation and the rate and direction of changes in trends, ongoing interpretation of insurance policy provisions by courts, inconsistent decisions in lawsuits regarding coverage and expanded theories of liability. In addition, ongoing changes in claims settlement practices can lead to changes in loss payment patterns, which are used to estimate reserve levels. If our reserves prove to be inadequate, we would be required to increase them and would charge the entire amount of such increase to our earnings in the period in which the deficiency is recognized. Due to the inherent uncertainty of estimating reserves, it has been necessary, and will over time continue to be necessary, to revise estimated future liabilities as reflected in our reserves for claims and policy expenses, and these revisions can cause our results to fluctuate. For the year ended December 31, 2006, our reserves for prior years developed favorably, which resulted in reductions in losses and loss adjustment expenses incurred of $0.3 million. For the year ended December 31, 2005, we experienced adverse reserve development that increased our losses and loss adjustment expenses incurred by $6.8 million. During the year ended December 31, 2004, we experienced adverse reserve development that increased our losses and loss adjustment expenses incurred by $6.3 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations – Expenses – Insurance Losses and Loss Adjustment Expenses” for a discussion of the reasons for these changes. The historic development of reserves for losses and loss adjustment expenses may not necessarily reflect future trends in the development of these amounts. Consequently, ultimate losses could materially exceed loss reserves and have a material adverse effect on our results of operations and financial condition. See “Business – Regulatory Environment.”

     We are party to litigation, which, if decided adversely to us, could affect our business, results of operations or financial condition.

     We are named as a defendant in various legal actions arising out of claims made in connection with our insurance policies, our premium finance agreements, other contracts we have entered into, and other matters. These legal actions include a purported class action lawsuit filed in Florida in April 2003 alleging we charged and collected unlawful service and finance charges with respect to the financing of purported automobile club memberships in violation of Florida law. The plaintiffs amended this action in 2006 to add a new claim of improper sales practices. Another purported class action lawsuit was filed in Florida in 2006 also alleging improper sales practices. The two cases have been consolidated.

     We intend to vigorously defend this consolidated lawsuit. However, all litigation is unpredictable and the ultimate outcome of the case is uncertain. This matter is in the early discovery stages, and thus we are unable to predict the likelihood or range of our potential liability or the potential financial impact on our future operations, if we are not able to successfully defend or settle the case. Also, we are unable to predict the effect that these pending lawsuits, or similar lawsuits filed against us in the future, may have on our business, financial condition and results of operations. See “Business – Legal Proceedings”.

     In addition, one of our subsidiary companies, Direct General Insurance Company (“DGIC”), was a defendant to a lawsuit in which it is alleged that our chairman and chief executive officer made certain misrepresentations and breached a contract in connection with a health plan being marketed by the plaintiffs.

     We, and certain of our officers and directors, have been named as defendants in a purported securities fraud class action lawsuit and two purported shareholder derivative class actions, state and federal, filed during the first quarter of 2005. In January 2007, a putative class action complaint was filed on behalf of all Direct General public shareholders on the Elara Merger, naming us and our directors, and Texas Pacific Group and Fremont Partners as defendants. In early 2007, we reached tentative agreements on the securities class action, the derivative cases and the class action filed in January 2007. See “Business – Legal Proceedings”.

     If we lose key personnel or are unable to recruit qualified personnel, our ability to implement our business strategies could be delayed or hindered.

     Our future success will depend, in part, upon the efforts of our executive officers. The loss of any of these officers or other key personnel could prevent us from fully implementing our business strategies and could materially and adversely affect our business, financial condition and results of operations. As we continue to grow, we will need to recruit and retain additional qualified management personnel, but we may not be able to do so. Our ability to recruit and retain such personnel will depend upon a number of factors, such as our results of operations and prospects and the level of competition then prevailing in the market for qualified personnel. See “Management – Directors and Executive Officers”.

     Our investment portfolio may suffer reduced returns or losses, which could reduce our profitability.

     Our results of operations depend, in part, on the performance of our invested assets. As of December 31, 2006, 99.0% of the fair value of our investment portfolio was invested in debt securities, primarily in state, municipal, corporate and federal government bonds and 1.0% was invested in other short-term investments. Fluctuations in interest rates affect our returns on, and the fair value of, fixed income securities. Unrealized gains and losses on debt securities are recognized in other comprehensive income and increase or decrease our shareholders’ equity. As of December 31, 2006, the fair value of our investment portfolio included pre-tax net unrealized losses of $5.4 million. Comparatively, the fair value of our investment portfolio as of December 31, 2005, included pre-tax net unrealized losses of $7.1 million. Interest rates in the United States, while still relatively low compared to historical levels, have been steadily increasing since May 2004. Based upon data compiled from Bloomberg, L.P., the pretax yield on U.S. Treasury securities with a five-year maturity has increased from approximately 3.6% at December 31, 2004 to approximately 4.5% at December 31, 2006. An increase in interest rates could reduce the fair value of our investments in debt securities. As of December 31, 2006, the impact of an immediate 100 basis point increase in market interest rates on our debt securities portfolio would have resulted in an estimated decrease in fair value of approximately $16.1 million or 3.9%. In addition, defaults by third parties who fail to pay or perform obligations could reduce our investment income and realized investment gains and could result in investment losses to our portfolio. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Investments”.

     We may not be successful in reducing our risk and increasing our underwriting capacity through reinsurance arrangements, which could adversely affect our business, financial condition and results of operations.

     In order to reduce our underwriting risk and increase our underwriting capacity, we transfer portions of our insurance risk to other insurers through reinsurance contracts. Historically, we have ceded a portion of our non-standard automobile insurance premiums and losses to unaffiliated reinsurers in accordance with these contracts.

However, we have not ceded any portion of our life insurance premiums and losses to reinsurers since the life premium volume is relatively low. Ceded premiums written were equal to (0.6%), 11.6% and 15.0% of our gross premiums written for the years ended December 31, 2006, 2005 and 2004, respectively. The availability, cost and structure of reinsurance protection is subject to changing market conditions, which are outside of our control. In order for these contracts to qualify for reinsurance accounting and thereby provide the additional underwriting capacity that we desire, the reinsurer generally must assume significant risk and have a reasonable possibility of a significant loss.

     Although the reinsurer is liable to us to the extent we transfer, or “cede,” risk to the reinsurer, we remain ultimately liable to the policyholder on all risks reinsured. As a result, ceded reinsurance arrangements do not limit our ultimate obligations to policyholders to pay claims. We are subject to credit risks with respect to the financial strength of our reinsurers. We are also subject to the risk that our reinsurers may dispute their obligations to pay our claims. As a result, we may not recover claims made to our reinsurers in a timely manner, if at all. As of December 31, 2006, we had a total of $6.0 million of unsecured reinsurance recoverables, which represented 2.3% of our total shareholders’ equity, and our largest unsecured recoverable from a single reinsurer was $2.3 million, which represented 0.9% of our total shareholders’ equity. In addition, if insurance departments deem that under our existing or future reinsurance contracts the reinsurer does not assume significant risk and has a reasonable possibility of significant loss, we may not be able to increase our ability to write business based on this reinsurance. Any of these events could have a material adverse effect on our business, financial condition and results of operations.

     Because we have reduced our use of reinsurance, we will retain more risk, which could result in losses.

     We historically used quota share reinsurance primarily to increase our underwriting capacity and to reduce our exposure to losses. Quota share reinsurance refers to a form of pro rata reinsurance arrangement pursuant to which the reinsurer participates in a specified percentage of the premiums and losses on every risk that comes within the scope of the reinsurance agreement. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Reinsurance” and “Business – Reinsurance”. For policies issued in 2006, we eliminated our use of quota share reinsurance and have retained all the risk on our policies written in 2006. Thus, we will retain and earn more of the premiums we write, but also retain more of the related losses. Eliminating our use of quota share reinsurance has increased our risk and exposure to such losses, which could have a material adverse effect on our business, financial condition and results of operations.

     We rely on our information technology and telecommunication systems, and the failure of these systems could materially and adversely affect our business.

     Our business is highly dependent upon the successful and uninterrupted functioning of our information technology and telecommunications systems. We rely on these systems to support our direct marketing operations, as well as to process new and renewal business, provide customer service, make claims payments, support premium financing activities, and facilitate collections and cancellations. These systems also enable us to perform actuarial and other modeling functions necessary for underwriting and rate development. We have a highly trained staff that is committed to the continual development and maintenance of these systems. However, the failure of these systems could interrupt our operations or materially impact our ability to evaluate and write new business. Because our information technology and telecommunications systems interface with and depend on third party systems, we could experience service denials if demand for such service exceeds capacity or such third party systems fail or experience interruptions. If sustained or repeated, a system failure or service denial could result in a deterioration of our ability to write and process new and renewal business and provide customer service or compromise our ability to pay claims in a timely manner. This could result in a material adverse effect on our business. See “Business – Technology”.

     We maintain insurance on our real property and other physical assets. This insurance will not compensate us for losses that may occur due to disruptions in service as a result of a computer, data processing or telecommunication systems failure that is unrelated to covered property damage, nor will such insurance necessarily compensate us for all losses resulting from covered events. We maintain redundant systems or facilities for our principal information services to help maintain functionality and reduce the risk of significant interruptions of our operations.

     We may have difficulties in managing our expansion into new markets, and we may not be successful in identifying agency acquisition candidates or integrating their operations.

     Our future growth plans include expanding into new states by acquiring the business and assets of local agencies, opening new sales offices, introducing additional insurance products, and retaining more of our insurance risk by reducing our use of reinsurance. Our future growth will face risks, including risks associated with obtaining necessary licenses, the proper design and pricing of our products, our ability to identify, hire and train new claims and sales employees and our ability to identify agency acquisition candidates or, if acquired, to integrate their operations. In addition, we may acquire business in states in which market and other conditions may not be favorable to us. For example, we commenced writing business in Florida in 1998 through the acquisition of the business and assets of a 64 office agency, and continued our expansion into Florida in 1999 by arranging to distribute our policies through a 42 office independent insurance agency, the assets and business of which we acquired in 2003. Our entrance into the Florida market was at the beginning of a period of significant deterioration of results due largely to increased levels of state-wide fraud in Florida’s required personal injury protection coverage that was further compounded by a period of increased price competition. Accordingly, from 1998 to 2000, our overall loss ratio increased approximately 24 points due to the results of our Florida business.

     Our inability to identify and acquire agency acquisition candidates could hinder our growth by slowing down our ability to expand into new states. If we do acquire additional agencies, we could suffer increased costs, disruption of our business and distraction of our management if we are unable to integrate the acquired agencies into our operations smoothly. Our expansion will also continue to place significant demands on our management, operations, systems, accounting, internal controls and financial resources. Any failure by us to manage our growth and to respond to changes in our business could have a material adverse effect on our business, financial condition and results of operations.

     Our plans to introduce new insurance and ancillary products may prove unsuccessful or subject us to greater liability than anticipated.

     We commenced selling motorcycle coverage in Tennessee in early 2006 and more recently in Arkansas and Illinois and are exploring the possibility of offering additional insurance products, such as renters’, homeowners’ (including mobile homeowners’), boat and personal watercraft policies. These additional insurance products may either be underwritten by unaffiliated insurers from which we receive a commission or underwritten by us. We will assess the underwriting risk with respect to these products and may cede some portion of the risk to unaffiliated reinsurers from which we would receive a ceding commission.

     Since we have no experience in providing many of the insurance products discussed above, our attempt to enter these markets may prove unsuccessful. In order to succeed in these new ventures, we may need to, among other things, establish operating procedures, attract and retain qualified employees with experience in handling these products, install management information and other systems relevant to supporting these products and complete other tasks necessary to conduct our intended business activities. We cannot assure you that we will be successful in accomplishing the tasks that will be necessary to make these new products successful. We may also encounter unforeseen situations that might lead to delays in providing the products. In addition, we may retain all or some portion of the underwriting risk related to the new insurance products we may offer. These products may subject us to greater liability than we currently anticipate.

     The frequent characterization of payday consumer lending by certain consumer advocacy groups and some media reports as being predatory or abusive to the consumer could negatively affect public perception of our business, and therefore affect our stock price, as well as our overall results of operations.

     Consumer advocacy groups and certain media reports have advocated for governmental action to prohibit or severely restrict certain types of payday consumer lending. Typically these consumer groups and media reports focus on lenders that charge consumers interest rates and fees that are higher than the rates and fees that many credit card issuers charge their more creditworthy consumers. These types of payday loans are frequently characterized by certain consumer advocacy groups and some media reports as predatory or abusive toward small loan consumers. If the general public were to accept this negative characterization of certain payday consumer loans and conclude that

the loans we provide to our customers under our Direct Cash Advance program fit this negative characterization, then such adverse publicity could affect the attitude of our investors and/or our customers toward this product and possibly reduce the demand for our stock and/or decrease our potential customer base. A reduction in the demand for our stock could have a negative affect on our stock prices, and our overall results of operations could be negatively affected if our potential customer base were to decrease.

Item 1B. Unresolved Staff Comments.

     None.

Item 2. Properties.

     We lease 44,000 square feet of office space in Nashville, Tennessee for our corporate headquarters and 32,202 square feet of office space in Memphis, Tennessee for our executive offices and a claims center. We also lease an aggregate of 141,236 square feet of office space for additional claims centers in Columbia, South Carolina, Knoxville, Tennessee and Tampa, Florida and for our administrative and customer service center located in Baton Rouge, Louisiana. In addition, we lease office space for our numerous neighborhood sales offices, none of which is individually material to our business.

Item 3. Legal Proceedings.

     We and our subsidiaries are named from time to time as defendants in various legal actions that are incidental to our business and arise out of or are related to claims made in connection with our insurance policies, claims handling, premium finance agreements and other contracts, and employment related disputes. The plaintiffs in some of these lawsuits have alleged bad faith or extracontractual damages and some have claimed punitive damages. We believe that the resolution of these legal actions will not have a material adverse effect on our financial position or results of operations.

     In addition to legal actions that are incidental to our business, we and one or more of our subsidiaries have been named as a defendant in a number of currently pending putative class action and derivative action lawsuits. These legal actions are described below. In addition, during August 2006, the Florida Department of Financial Services (the “Florida Department”) issued a press release stating that it had filed administrative charges against certain agents and customer representatives employed or formerly employed by our agency subsidiary in Florida. The charges recited in the press release allege that some of these individuals had used improper sales practices in selling ancillary and other insurance products to customers in connection with their purchase of automobile insurance policies.

     We previously reported a class action filed against us in Florida in April 2003 alleging, among other things, unlawful practices in connection with the financing of supposed automobile club memberships. The plaintiffs amended this action following the Florida Department’s August 2006 press release, to add a new claim identical to one of the charges recited in the press release. Also following the Florida Department’s press release, we received service of a complaint in a new purported class action lawsuit in Florida, Julie Buell vs. Direct General Insurance Agency, Inc. and Direct General Insurance Company, filed on August 28, 2006 in the Circuit Court of the 6^th Judicial Circuit in and for Pasco County, Florida (“Buell”), alleging that the defendants used improper sales practices identical to some of the practices recited in the Florida Department’s press release. On February 2, 2007, the class action that was filed against us in Florida in April 2003 was consolidated into Buell. We believe we have meritorious defenses and are vigorously defending against all claims made in Buell. At this time, however, the ultimate outcome of Buell remains uncertain.

     In the first quarter of 2005, we, and certain of our officers and directors were named as defendants in six putative class action lawsuits filed in the United States District Court for the Middle District of Tennessee. These cases were consolidated and Lead Plaintiffs were appointed. Lead Plaintiffs allege that we and certain of our officers and directors made false and misleading statements with respect to liabilities that had been recorded for unpaid losses and loss adjustment expenses. Lead Plaintiffs assert claims under the Securities Exchange Act of 1934 and the Securities Act of 1933 and also name our independent auditors and our securities underwriters, who assisted us with certain public offerings of our common stock, as defendants in the class action lawsuit. Lead

Plaintiffs generally contend that we and certain of our officers and directors knew that certain legislation in Florida, which became effective in October 2003, would necessarily negatively impact our business by increasing our liability and risk of litigation and that we failed to timely strengthen our loss reserves to account for this alleged known increased future risk. Lead Plaintiffs further assert that certain officers and directors sold shares of our stock while they were aware of the allegedly known future negative impact of the legislation, but before the reserves were strengthened. In early 2007, we and other defendants engaged in mediation with Lead Plaintiffs that resulted in a tentative oral settlement agreement. On March 2, 2007, the parties to this consolidated class action entered into a Memorandum of Understanding (“March 2^nd MOU”) that sets forth a settlement in principle of this action. The stipulated settlement amount in the March 2^nd MOU is $14.94 million, which is apportioned among the defendants, and the plaintiffs have agreed to dismiss with prejudice all claims against all defendants to the action. Neither we nor any other defendant in this action has admitted any liability or fault.

     The March 2^nd MOU is subject to several conditions, including approval by the District Court. In addition, the defendants may withdraw from the settlement, if a to be agreed upon percent of the class members opt out of the settlement. The parties will submit a written Stipulation of Settlement to the District Court seeking preliminary approval of the settlement.

     Also in the first quarter of 2005, we, our directors and certain of our officers were named in three shareholder derivative actions filed in the United States District Court for the Middle District of Tennessee, which have been consolidated, and three shareholder derivative actions filed in the Chancery Court for the State of Tennessee, which also have been consolidated. These actions assert various claims for breaches of fiduciary duties based upon the same alleged misleading statements and allegations that form the basis of the putative consolidated class action described above. The proceedings in the consolidated derivative action filed in Chancery Court have been stayed in favor of the first-filed consolidated derivative action filed in the United States District Court. On December 6, 2006, the plaintiffs in the Federal shareholder derivative action filed a motion for leave to amend the complaint to, among other things, add Elara Holdings, Inc. (“Parent”), Elara Merger Corporation (“Sub”), Texas Pacific Group and Fremont Partners as defendants in the action. The amended complaint alleges, among other things, that the consideration to be paid in the proposed merger between Direct General Corporation and Sub is unfair and is the result of an unfair process and that the merger was agreed to by our directors and officers in order to discharge their alleged personal liability. The amended complaint further alleges that our directors and officers breached their fiduciary duty by agreeing to a structure that is designed to deter higher offers from other bidders, for failing to obtain the highest and best price for our shareholders and for structuring the merger so that the individuals would receive undeserved change in control benefits, including the immediate vesting of unvested options. The amended complaint further alleges that Parent, Sub, Fremont Partners and Texas Pacific Group aided and abetted our officers’ and directors’ breach of fiduciary duty.

     On January 29, 2007, the plaintiffs in the state shareholder derivative actions filed a motion for leave to amend their complaint. The amended complaint alleges, among other things, that our directors and officers breached their fiduciary duty by agreeing to structure the Elara Merger in a manner that is designed to obtain indemnification for their alleged prior misdeeds, to permit them to continue to receive benefits from Direct General Corporation and to circumvent plaintiff’s derivative claims by depriving our shareholders standing to maintain a lawsuit against the defendants. The amended complaint further alleges that our officers and directors breached their fiduciary duty by failing to disclose all material information that would permit our shareholders to cast a fully informed vote on the merger and by agreeing to an unfair price, and that Parent aided and abetted the actions of our officers and directors in breaching their fiduciary duty to our shareholders.

     On January 4, 2007, a putative class action complaint was filed against us in the Circuit Court of Davidson County, Tennessee entitled Thompson v. Direct General Corporation (“Thompson action”). The lawsuit purports to be brought on behalf of all Direct General Corporation public shareholders and names Direct General Corporation and all of our directors as the Direct General defendants and Parent, Sub, Texas Pacific Group and Fremont Partners as the Parent defendants. The complaint alleges that our board of directors violated fiduciary duties to our shareholders by entering into the merger agreement, and that the Parent defendants aided and abetted the alleged violation. Furthermore, the complaint alleges, among other things, that the consideration to be paid to our shareholders is grossly inadequate.

     On March 6, 2007, we and the other defendants in the consolidated federal shareholder derivative action entered into a Memorandum of Understanding (“March 6^th MOU”) with the Plaintiffs in that action. Pursuant to the terms of the March 6^th MOU, the defendants will pay an award of attorney’s fees and expenses of $675,000, and the above state and federal derivative and Thompson action claims will either be voluntarily dismissed with prejudice, or the parties in the federal derivative litigation will take such action as is necessary to have such claims dismissed with prejudice. Neither we nor any other defendant in these actions has admitted any liability or fault. The parties also are negotiating terms that would provide the plaintiffs with certain benefits if Parent sells or divests Direct General Corporation within a certain time after the merger between Sub and Direct General Corporation closes. The settlement is subject to several conditions, including approval by the court in which the federal litigation is pending.

     One of our subsidiary companies, Direct General Insurance Company (“DGIC”), was a defendant in a previously disclosed lawsuit filed against William C. Adair, Jr., our Chairman and Chief Executive Officer, in Tennessee state court in November 2003. The original complaint alleged, among other things, that Mr. Adair induced the plaintiff to market a “Health Plan,” that Mr. Adair made certain misrepresentations to the plaintiff, that Mr. Adair breached a contract that resulted in a loss of commissions to the plaintiff, and that such alleged actions of Mr. Adair were in his capacity as an officer of DGIC and were on behalf of DGIC. Based on these allegations, plaintiff sought compensatory damages and an unspecified amount of punitive damages from each of the named defendants. In accordance with our bylaws and applicable Tennessee statutes, we agreed to indemnify (within parameters) Mr. Adair in connection with this suit. In 2006, we and the plaintiffs agreed to settle this action and the case has been dismissed with prejudice.

     We and William C. Adair, Jr., our Chairman and Chief Executive Officer, were named as defendants to a lawsuit filed by Holden and Company, Inc. (“Holden”) in the United States District Court for the Southern District of Georgia in December 2005. This lawsuit arises out of virtually the same factual circumstances giving rise to the lawsuit described above. Holden claims that Mr. Adair entered into certain agreements and made certain representations on our behalf in connection with certain employer health benefit plans (the “Plans”), which induced Holden to become and remain the third party administrator for the Plans and to incur obligations and responsibilities as a result. Based on these allegations, plaintiff sought an order declaring that certain of its obligations in connection with the Plans are of no effect and are unenforceable, special damages and unspecified amount of punitive damages. In accordance with our bylaws and applicable Tennessee statutes, we agreed to indemnify (within parameters) Mr. Adair in connection with this suit. The parties have reached a tentative settlement agreement concerning this suit, and we are currently working on a written settlement agreement that is mutually agreeable to all the parties.

Item 4. Submission of Matters to a Vote of Security Holders.

     No matter was submitted to a vote of the security holders by us during the fourth quarter of 2006.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

     Our common stock has been traded on the Nasdaq National Market under the symbol “DRCT” since our initial public offering on August 11, 2003. The initial public offering price of our common stock was $21 per share. Under the terms of our merger agreement with Elara, we have ceased paying our regular quarterly cash dividends. The following table sets forth the high and low sales prices of our common stock as reported on the Nasdaq National Market and the quarterly cash dividends declared per share of common stock for the periods indicated:

		High				Low				Dividend
2007
First quarter (through March 12, 2007)		$	21.01			$	20.50			$	0.00
2006
Fourth quarter		$	20.84			$	12.84			$	0.04
Third quarter		$	17.56			$	11.51			$	0.04
Second quarter		$	18.79			$	15.96			$	0.04
First quarter		$	17.64			$	15.10			$	0.04
2005
Fourth quarter		$	19.92			$	15.12			$	0.04
Third quarter		$	20.43			$	16.48			$	0.04
Second quarter		$	20.61			$	15.50			$	0.04
First quarter		$	32.62			$	18.47			$	0.04
2004
Fourth quarter		$	32.65			$	27.90			$	0.04
Third quarter		$	32.72			$	27.61			$	0.04
Second quarter		$	37.18			$	32.06			$	0.04
First quarter		$	36.20			$	30.64			$	0.04

Repurchases of Common Stock

     No common stock was repurchased during 2006.

Holders

     On March 12, 2007, the last quoted sale price of our common stock as reported by the Nasdaq National Market was $20.95 per share. As of March 13, 2007, there were 25 holders of record of our common stock.

Dividends

     The declaration and payment of dividends is subject to the discretion of our board of directors and will depend on our financial condition, results of operations, cash requirements, future prospects, and regulatory and contractual restrictions on the payment of dividends by our subsidiaries, and other factors deemed relevant by our board of directors. Further, we may enter into new agreements or incur additional indebtedness in the future which may further prohibit or restrict the payment of dividends. There is no requirement that we must, and we cannot assure you that we will, declare and pay any dividends in the future. Our board of directors may determine to retain such capital for general corporate or other purposes. In accordance with our covenants under the definitive merger agreement dated December 4, 2006 between Direct General Corporation and Elara Holdings, Inc. and Elara Merger Corporation, we have suspended dividend payments until consummation of the Elara Merger or termination of the

merger agreement. For a discussion of our cash resources and needs, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Liquidity and Capital Resources.”

     Direct General Corporation is a holding company and a legal entity separate and distinct from our operating subsidiaries. As a holding company without significant operations of our own, our principal sources of funds are dividends and other payments from our operating subsidiaries. The ability of our insurance subsidiaries to pay dividends is subject to limits under insurance laws of the states in which we conduct business. Furthermore, while there are no restrictions on payment of dividends from our agency, administrative, and consumer products subsidiaries, other than typical state corporation law requirements, dividends from our premium finance subsidiary are limited by the minimum capital requirements in state regulations and by covenants in our loan agreements that require approval of our lenders. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Liquidity and Capital Resources” and “Business — Regulatory Environment.”

Securities Authorized for Issuance Under Equity Compensation Plans

     The following information is set forth with respect to our equity compensation plans as of December 31, 2006.

Equity Compensation Plan Information

Number of

Number of

securities

securities to be

Weighted-

remaining for

issued upon

average exercise

future issuance

exercise of

price of

under equity

outstanding

outstanding

compensation

Plan category

options

options

plans

Equity compensation plans approved by security holders:

2003 Equity Incentive Plan

907,200

$

20.76

744,000

1996 Employee Stock Incentive Plan

45,000

$

2.71

0

Equity compensation plans not approved by security holders:

None

Total

952,200

$

19.91

744,000

Item 6. Selected Financial Data.

     The following tables provide selected historical consolidated financial and operating data of Direct General as of the dates and for the periods indicated. In conjunction with the data provided in the following tables and in order to more fully understand our historical consolidated financial and operating data, you should also read “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes included in this report. We derived our selected historical consolidated financial data as of December 31, 2006 and 2005 and for the years ended December 31, 2006, 2005 and 2004 from our audited consolidated financial statements included in this report. We derived our selected historical consolidated financial data as of December 31, 2004, 2003 and 2002 and for the years ended December 31, 2003 and 2002 from our audited consolidated financial statements not included in this report. The results for past accounting periods are not necessarily indicative of the results to be expected for any future accounting period.

		Year Ended December 31,
		2006				2005				2004				2003				2002
		($ in millions, except per share data)
Statement of Operations Data:
Premiums earned		$	424.8			$	404.1			$	372.5			$	228.5			$	145.0
Finance income			43.8				44.4				49.2				44.9				35.7
Commission and service fee income			45.6				46.8				48.6				33.6				27.2
Net investment income			19.0				14.7				10.8				6.7				5.3
Net realized gains (losses) on securities and other			(0.3	)			0.1				0.0				3.4				(0.1	)
Total revenues			532.9				510.1				481.1				317.1				213.1
Insurance losses and loss adjustment expenses			320.8				305.8				282.0				168.2				100.7
Selling, general and administrative costs			155.1				133.6				108.5				74.5				59.7
Interest expense			12.0				8.3				5.5				6.4				6.2
Total expenses			487.9				447.7				396.0				249.1				166.6
Income before income taxes			45.0				62.4				85.1				68.0				46.5
Income tax expense			17.0				23.4				31.1				24.9				15.5
Net income		$	28.0			$	39.0			$	54.0			$	43.1			$	31.0
Net income available to common shareholders		$	28.0			$	39.0			$	54.0			$	42.7			$	30.5
Operating Data:
Gross premiums written (1)		$	455.9			$	453.0			$	481.9			$	435.2			$	335.2
Net premiums written (2)			458.6				400.6				409.4				295.1				181.0
Gross revenues (3)			564.4				558.9				590.5				520.4				403.4
Balance Sheet Data:
Cash, cash equivalents and total investments		$	494.5			$	456.2			$	407.5			$	353.6			$	213.3
Total assets (6)			851.0				841.9				788.4				751.2				569.1
Total liabilities and redeemable preferred stock (6)			587.9				606.1				545.0				573.8				509.9
Total shareholders’ equity (6)			263.0				235.9				243.4				177.4				59.2
Per Share Data (4):
Earnings per common share:
Basic		$	1.38			$	1.83			$	2.44			$	2.74			$	2.30
Diluted (5)			1.37				1.82				2.38				2.20				1.68
Book value per common share (6)			12.93				11.60				10.89				8.31				4.12
Weighted average shares outstanding:
Basic			20,346,627				21,363,772				22,114,917				15,609,411				13,264,452
Diluted (5)			20,384,954				21,423,841				22,687,198				19,679,610				18,733,056
Common shares outstanding			20,347,675				20,339,175				22,360,046				21,350,640				12,119,148

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

     The following discussion should be read in conjunction with our consolidated financial statements and accompanying notes included in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly under the caption “Risk Factors.” Some tables may not foot or cross foot due to rounding.

Overview

Company’s Operating Strategy

     We are a provider of non-standard personal automobile insurance, premium finance and other insurance and non-insurance products and services. Our operations are primarily concentrated in the southeastern part of the United States. Our business model integrates our insurance, premium finance and agency subsidiaries. Our model also emphasizes the distribution of our products and services through neighborhood sales offices staffed by employee-agents as opposed to commissioned agents. The expansion of our neighborhood sales offices in selected states includes the use of independent insurance agencies, which we generally have options to acquire in the future.

     Our core business involves issuing non-standard personal automobile insurance policies. These policies, which are generally issued for the minimum limits of coverage required by state laws, provide coverage to drivers who cannot obtain insurance from standard carriers due to a variety of factors, including the lack of flexible payment plans, the failure to maintain continuous coverage, age, prior accidents, driving violations, occupation and type of vehicle. Customers in the non-standard market generally have higher average premiums for a comparable amount of coverage than customers who qualify for the standard market. The higher average premiums typically result from an increased frequency of losses, which is partially offset by the lower severity of losses resulting from lower limits of coverage. In some states, we produce personal automobile insurance policies for unaffiliated insurance companies through our distribution system. We assume this business from unaffiliated insurers through reinsurance agreements and earn service fees for our agency, underwriting, policy administration and claims adjustment services performed for the unaffiliated insurers.

     Through our premium finance subsidiaries, we finance the premiums on the majority of the insurance policies that we sell by lending to customers the premium due to the insurance company. We earn fees and interest income from our premium finance operations. These loans are backed by the unearned portion of the insurance premiums being financed, which is the portion of the loan attributable to future periods of coverage. We generally structure our payment plans and integrate our systems in an attempt to minimize principal losses on our premium finance loans.

     We seek to attract customers by developing strong brand name recognition in our markets through our television advertising campaigns that emphasize our low down payment, flexible payment plans, convenient neighborhood locations and customer service. Our neighborhood offices serve as a network for both product

delivery and payment collection. The majority of the policy applications are completed in the neighborhood sales offices, and most of our customers revisit these offices at least monthly to make their periodic payments.

     Our business model provides our employee-agents with customer contact at the point of sale and when the customer returns to make periodic payments. This contact allows us to offer a variety of products in addition to our core product, non-standard personal automobile insurance. We provide term life insurance policies through our wholly-owned life insurance subsidiaries, as well as vehicle protection insurance and hospital indemnity insurance underwritten by unaffiliated insurers, for which we receive commission and service fee income. We also offer ancillary non-insurance products and services such as prepaid debit cards and, in select states, payday consumer loans.

     Our revenues are derived principally from:

	•		premiums we earn from sales of direct and assumed non-standard personal automobile and term life insurance policies, which we refer to in this report as gross premiums, less the portion of those premiums that is ceded to other insurers, which we refer to in this report as ceded premiums, with the difference being what we refer to as net premiums;
	•		ancillary income, which includes:

	•		interest and fees earned on the financing of insurance policies; and
	•		commission and service fee income that we earn in connection with the sales and servicing of insurance products underwritten by other insurers and other income; and

•

investment income that we earn on the invested assets of our subsidiaries.

     Our expenses consist predominately of:

	•		insurance losses and loss adjustment expenses (which we sometimes refer to in this report as LAE) including estimates for losses incurred during the period and changes in estimates from prior periods related to direct and assumed non-standard personal automobile and term life insurance policies (which we refer to in this report as gross insurance losses and loss adjustment expenses), less the portion of those insurance losses and loss adjustment expenses that are ceded to other insurers (which we refer to in this report as ceded insurance losses and loss adjustment expenses) (we refer to the difference as net insurance losses and loss adjustment expenses); and
	•		operating expenses that include:

	•		selling, general and administrative, or SGA costs, including salaries, advertising, commissions and other expenses of our employee-agent distribution channel reduced by ceding commissions received under our reinsurance agreements; and
	•		interest expense primarily related to our premium finance revolving credit facility and debentures payable

Measurement of Results

     We evaluate our operations by monitoring key measures of growth and profitability. We measure our growth by examining our gross revenues, which are comprised of gross premiums written and revenues from all other sources produced through our distribution system. We generally measure our operating results by examining our net income, return on equity, and our loss, expense and combined ratios. In addition, we evaluate our performance by comparing the level of our ancillary income to premiums earned and to operating expenses. The following provides further explanation of the key measures that we use to evaluate our results:

     Gross Premiums Written. Gross premiums written is the sum of direct premiums written and assumed premiums written. Direct premiums written is the sum of the total policy premiums, net of cancellations, associated with policies underwritten and issued by our insurance subsidiaries. Assumed premiums written is the sum of total premiums associated with the insurance risk transferred to us by other insurance companies pursuant to reinsurance contracts. See Note 7 to our audited consolidated financial statements included in this report. We use gross premiums written, which excludes the impact of premiums ceded to reinsurers, as a measure of the underlying growth of our insurance business from period to period.

     Net Premiums Written. Net premiums written is the sum of direct premiums written and assumed premiums written less ceded premiums written. Ceded premiums written is the portion of our direct and assumed premiums that we transfer to our reinsurers in accordance with the terms of our reinsurance contracts based upon the risks they accept. See Note 7 to our audited consolidated financial statements included in this report. We use net premiums written, primarily in relation to gross premiums written, to measure the amount of business retained after cessions to reinsurers.

     Gross Revenues (a non-GAAP financial measure). Gross revenues is the sum of gross premiums written plus ancillary income (finance income and commission and service fee income) and net investment income (excluding net realized gains (losses) on securities). We use gross revenues as the primary measure of the underlying growth of our revenue streams from period to period. Gross revenues are reconciled to total revenues in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations.”

     Loss Ratio. Loss ratio is the ratio (expressed as a percentage) of losses and loss adjustment expenses incurred to premiums earned and measures the underwriting profitability of a company’s insurance business. Loss ratio generally is measured on both a gross (direct and assumed) and net (gross less ceded) basis. We use the gross loss ratio as a measure of the overall underwriting profitability of the insurance business we write and to assess the adequacy of our pricing. Our net loss ratio is meaningful in evaluating our financial results, which are net of ceded reinsurance, as reflected in our consolidated financial statements. Our loss ratios are generally calculated in the same way for GAAP and statutory accounting purposes.

     Expense Ratio. Expense ratio is the ratio (expressed as a percentage) of net operating expenses to premiums earned and measures a company’s operational efficiency in producing, underwriting and administering its insurance business. For statutory accounting purposes, operating expenses of an insurance company exclude investment expenses, and are reduced by other income. There is no such industry definition for determining an expense ratio for GAAP purposes. As a result, we apply the statutory definition to calculate our expense ratio on a GAAP basis. We reduce our operating expenses by ancillary income (excluding net investment income and realized gains (losses) on securities) to calculate our net operating expenses. Due to our historically high levels of reinsurance, we calculate our expense ratio on both a gross basis (before the effect of ceded reinsurance) and a net basis (after the effect of ceded reinsurance). Although the net basis is meaningful in evaluating our financial results that are net of ceded reinsurance, as reflected in our consolidated financial statements, we believe that the gross expense ratio better reflects the operational efficiency of the underlying business and is a better measure of future trends.

     Combined Ratio. Combined ratio is the sum of the loss ratio and the expense ratio and measures a company’s overall underwriting profit. If the combined ratio is at or above 100, an insurance company cannot be profitable without investment income (and may not be profitable if investment income is insufficient). We use the GAAP combined ratio in evaluating our overall underwriting profitability and as a measure for comparison of our profitability relative to the profitability of our competitors.

     Ancillary Income Measures. We have developed measures of our ability to generate ancillary income that reflect the differences between our business model and those used by our competitors. We measure our ancillary income as a percentage of premiums earned and as a percentage of our operating expenses. We believe that most of our competitors only achieve point of sale contact through an independent agent and are therefore typically unable to generate significant amounts of ancillary income.

Critical Accounting Policies

     The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements. As more information becomes known, these estimates and assumptions could change, thus having an impact on the amounts reported in the future. We view the estimates and assumptions used in establishing our reserves for losses and loss adjustment expenses, valuation of investments, the estimates of future policy cancellations used in determining the amounts recorded as commissions and service fees and establishing the allowance for finance receivable losses as our critical accounting policies.

     Insurance Losses and Loss Adjustment Expense Reserves. Insurance loss and loss adjustment expense reserves represent the estimated ultimate net cost of all unpaid reported and unreported losses incurred as of the date of our balance sheet. Estimating our loss and LAE reserves is complex and requires us to make significant judgments and use many assumptions. Months and sometimes years may elapse between the occurrence of an automobile accident covered by one of our policies, reporting of the accident to us and our payment of the claim. We record a liability for estimates of losses that will be paid for accidents that have been reported to us, which we refer to in this report as case reserves. In addition, since accidents are not always reported when they occur, we estimate liabilities for accidents that have occurred but have not been reported to us, which we refer to in this report as incurred but not reported, or IBNR reserves. Our methodology for estimating our insurance losses and loss adjustment expense reserves is essentially the same for each interim reporting period and year-end.

     The following table presents the components of our insurance losses and loss adjustment expense reserves by product at December 31:

		2006				2005
		($ in millions)
Private passenger automobile insurance:
Case reserves		$	80.4			$	67.4
IBNR reserves			55.5				63.3
Total private passenger automobile insurance			135.9				130.7
Term life insurance, reserve for policy benefits			0.9				0.7
Total insurance losses and loss adjustment expense reserves		$	136.8			$	131.4