AUTOMOBILE PROTECTION CORP APCO
10-Q, 1999-05-13
MANAGEMENT SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended March 31, 1999

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

      For the transition period from __________ to __________

      Commission file number   0-17231                                     
                               -------

                    AUTOMOBILE PROTECTION CORPORATION - APCO
             (Exact name of registrant as specified in its charter)

            Georgia                                          58-1582432         
- --------------------------------------------------------------------------------
   (State or other jurisdiction                           (I.R.S. Employer
   of incorporation or organization)                     Identification No.)

   15 Dunwoody Park Drive, Suite 100
            Atlanta, Georgia                                    30338           
- --------------------------------------------------------------------------------
   (Address of principal executive offices)                   (Zip Code)

                                 (770) 394-7070
                                 --------------
               Registrant's telephone number, including area code

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

   Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                Class                            Outstanding at March 31, 1999
- ------------------------------------------       -----------------------------
Common stock, $.001 par value per share                   11,919,934


                                       1


<PAGE>
                    AUTOMOBILE PROTECTION CORPORATION - APCO
                                      INDEX
<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
<S>                                                                                           <C>     
Part I. Financial Information

Item 1. Financial Statements.

   Consolidated Balance Sheet at March 31, 1999 and
   December 31, 1998........................................................................... 3

   Consolidated Statement of Income for the Three
   Month Period Ended March 31, 1999 and 1998.................................................. 4

   Consolidated Statement of Cash Flows for the Three
   Month Period Ended March 31, 1999 and 1998 ................................................. 5

   Notes to Consolidated Financial Statements ................................................. 6

Item 2. Management's Discussion and Analysis of Financial
   Condition and Results of Operations......................................................... 8

Part II. Other Information

Item 2. Changes in Securities

Item 6. Exhibits and Reports on Form 8-K
</TABLE>


                                       2
<PAGE>
                    AUTOMOBILE PROTECTION CORPORATION - APCO
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                March 31,            * December 31,
                                                                                ---------            --------------
                                                                                     1999                      1998
                                                                                     ----                      ----
<S>                                                                           <C>                       <C>        
ASSETS
Current Assets:
  Cash and cash equivalents                                                   $14,191,806               $19,095,752
  Trading securities, at fair value                                            16,736,432                11,175,598
  Held-to-maturity securities, current                                          1,090,173                 1,157,249
  Available-for-sale securities, at fair value                                  1,197,925                   775,185
  Accounts receivable, net of provision for doubtful
   accounts of $150,000 and $150,000                                            5,377,185                 3,223,299
  Notes receivable, net of provision for doubtful                                                  
   accounts of $38,825 and $60,000                                              2,704,643                 2,476,062
  Officer and employee receivables                                                494,328                   503,273
  Income tax receivable                                                                                     164,238
  Prepaid expenses, inventory and other assets                                  1,858,796                 1,243,079
  Deferred tax asset                                                            1,129,310                 1,124,240
  Restricted cash                                                              10,613,969                10,104,633
                                                                        -----------------         ----------------- 
          Total current assets                                                 55,394,567                51,042,608
Property and equipment, net of accumulated
  depreciation of $2,559,773 and $2,449,133                                     3,462,088                 2,761,092
Held-to-maturity securities, non current                                          298,786                   602,950
Deposits to secure licenses                                                     1,077,815                 1,066,115
Other assets                                                                       56,229                    45,209
                                                                        -----------------         ----------------- 
                                                                              $60,289,485               $55,517,974
                                                                        -----------------         ----------------- 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Premiums, fees and taxes payable                                            $10,613,969               $10,104,633
  Accounts payable                                                              2,572,070                 2,131,045
  Accrued liabilities                                                           8,303,702                 7,440,420
  Income taxes payable                                                            500,830
                                                                        -----------------         ----------------- 
          Total current liabilities                                            21,990,571                19,676,098
Deferred income taxes                                                             542,363                   433,515
                                                                        -----------------         ----------------- 
                                                                               22,532,934                20,109,613
                                                                        -----------------         ----------------- 
Shareholders' equity:
  Common stock; $.001 par value, 40,000,000 authorized,
    11,919,934 and 11,810,725 issued and outstanding                               11,919                    11,810
  Additional paid-in capital                                                   22,010,889                21,514,637
  Retained earnings                                                            16,564,973                14,803,340
Unearned compensation related to stock options                                   (943,599)                 (998,899)
Accumulated other comprehensive income                                            112,369                    77,473
                                                                        -----------------         ----------------- 
          Total shareholders' equity                                           37,756,551                35,408,361
                                                                        -----------------         ----------------- 
                                                                              $60,289,485               $55,517,974
                                                                        -----------------         ----------------- 
</TABLE>
* From audited financial statements contained in Registrant's Annual
  Report on Form 10-K for the year ended December 31, 1998.

        The accompanying notes are an integral part of these consolidated
                             financial statements.

                                       3
<PAGE>
                    AUTOMOBILE PROTECTION CORPORATION - APCO
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                       Three Months Ended        Three Months Ended
                                                                       ------------------        ------------------
                                                                           March 31, 1999            March 31, 1998
                                                                           --------------            --------------
<S>                                                                           <C>                       <C>        
Revenues                                                                      $30,835,841               $25,813,515
                                                                        -----------------         ----------------- 
Cost of sales:
     Premiums and taxes                                                        19,932,370                15,966,779
     Commissions and other costs                                                3,975,314                 4,002,282
                                                                        -----------------         ----------------- 
       Total cost of sales                                                     23,907,684                19,969,061
                                                                        -----------------         ----------------- 

                                                                                6,928,157                 5,844,454
                                                                        -----------------         ----------------- 

Expenses:
  Compensation, selling and administrative                                      4,482,302                 3,908,354
  Depreciation and amortization                                                   120,000                   118,000
  Interest, dividend and other income                                            (466,778)                 (352,518)
                                                                        -----------------         ----------------- 
                                                                                4,135,524                 3,673,836
                                                                        -----------------         ----------------- 

Income before provision for income taxes                                        2,792,633                 2,170,618
Provision for income taxes                                                      1,031,000                   803,000
                                                                        -----------------         ----------------- 
Net income                                                                     $1,761,633                $1,367,618
                                                                        -----------------         ----------------- 


Earnings per share:
  Basic                                                                             $0.15                     $0.12
  Diluted                                                                           $0.14                     $0.11


Number of shares used in computing earnings per share:
  Basic                                                                        11,862,000                11,207,000
  Diluted                                                                      12,796,000                12,287,000

</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements.

                                       4
<PAGE>
                    AUTOMOBILE PROTECTION CORPORATION - APCO
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                       Three Months Ended        Three Months Ended
                                                                       ------------------        ------------------
                                                                           March 31, 1999            March 31, 1998
                                                                           --------------            --------------
<S>                                                                            <C>                       <C>       
Cash flows from operating activities:
  Net income                                                                   $1,761,633                $1,367,618
                                                                        -----------------         ----------------- 
  Adjustments to reconcile net income to net cash 
   used in operating activities:
   Depreciation and amortization                                                  120,000                   118,000
   Deferred income taxes                                                           83,284                    35,065
   Provision for doubtful accounts                                                                           20,000
   Loss on disposal of property and equipment                                       1,568
   Tax benefit from stock option exercise                                         260,480                   740,000
   Stock compensation expense                                                      55,300                    35,600
 Changes in operating assets and liabilities:
   Restricted cash                                                               (509,336)               (3,167,312)
   Accounts receivable                                                         (2,153,886)                 (352,201)
   Officer and employee receivables                                                 8,945                   (92,569)
   Notes receivable                                                              (228,581)                 (769,935)
   Prepaid expenses and other assets                                             (626,737)                 (379,237)
   Premiums, fees and taxes payable                                               509,336                 3,167,312
   Accounts payable                                                               441,025                   532,234
   Accrued liabilities                                                            863,282                 1,006,199
   Income taxes                                                                   665,068                  (352,020)
   Purchases of trading securities                                             (8,564,981)               (3,742,776)
   Sales of trading securities                                                  3,004,147                 1,829,051
                                                                        -----------------         ----------------- 
     Total adjustments                                                         (6,071,086)               (1,372,589)
                                                                        -----------------         ----------------- 
         Net cash used in operating activities                                 (4,309,453)                   (4,971)
                                                                        -----------------         ----------------- 
Cash flows from investing activities:
  Purchases of property and equipment                                            (825,064)                 (321,723)
  Proceeds from sales of property and equipment                                     2,500
  Purchases of available-for-sale securities                                     (394,448)
  Sales of available-for-sale securities                                          134,850
  Purchases of held-to-maturity securities                                                                  (95,961)
  Redemptions and maturities of held-to-maturity securities                       263,488                   546,715
  Increase in deposits to secure licenses                                         (11,700)                   (9,164)
                                                                        -----------------         ----------------- 
         Net cash (used in) provided by investing activities                     (830,374)                  119,867
                                                                        -----------------         ----------------- 
Cash flows from financing activities:
  Issuance of common stock                                                        235,881                   882,441
  Redemption of preferred stock                                                                                (300)
                                                                        -----------------         ----------------- 
         Net cash provided by financing activities                                235,881                   882,141
                                                                        -----------------         ----------------- 
Net (decrease) increase in cash and cash equivalents                           (4,903,946)                  997,037
Cash and cash equivalents at beginning of period                               19,095,752                11,297,049
                                                                        -----------------         ----------------- 
Cash and cash equivalents at end of period                                    $14,191,806               $12,294,086
                                                                        -----------------         ----------------- 
Supplemental disclosure of cash flow information:
 Cash paid during the period for income taxes                                     $20,040                  $379,955
                                                                        -----------------         ----------------- 
</TABLE>

        The accompanying notes are an integral part of these consolidated
                              financial statements.

                                       5
<PAGE>
                    AUTOMOBILE PROTECTION CORPORATION - APCO
                    ----------------------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   (Unaudited)
                                   -----------

1. Nature of Business and Summary of Significant Accounting Policies

Automobile Protection Corporation - APCO was incorporated in the State of
Georgia on September 10, 1984. APCO and its wholly-owned subsidiaries (the
"Company") are engaged primarily in the marketing and administration of extended
vehicle service contracts and extended vehicle warranty programs sold by new and
used automobile retailers located throughout the United States. Extended vehicle
service contracts augment and enhance upon the basic warranty offered by the
automobile manufacturer. The Company markets its contracts nationally under the
EasyCare(R) trade name and also administers vehicle service contracts under
private label programs for a major automobile manufacturer and others.

The Company has arranged for insurance coverage for its automobile programs to
be provided by Greenwich Insurance Company, Indian Harbor Insurance Company and
CIGNA Property & Casualty companies. Insurance coverage for its non-automobile
programs is provided by certain Underwriters at Lloyd's of London ("Lloyd's").
In prior years, Lloyd's also directly insured automobile programs. These
insurers underwrite and insure the obligations to pay for covered mechanical
repairs and benefits under all vehicle service contract and warranty programs
marketed and administered by the Company.

The Company's subsidiary, The Aegis Group, Inc., provides a wide range of third
party administrative and insurance brokerage services to companies serving the
automotive industry.

The financial information included herein is unaudited; however, such
information reflects all adjustments, consisting solely of normal recurring
adjustments which are, in the opinion of management, necessary for a fair
presentation of the periods indicated. Certain information and footnote
disclosures normally included in financial statements prepared in conformity
with generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange Commission.
These condensed financial statements should be read in conjunction with the
consolidated financial statements and related notes contained in the Company's
Annual Report on Form 10-K for the twelve months ended December 31, 1998.

The following is a summary of the significant accounting policies followed by
the Company:

Basis of Presentation
- ---------------------
The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany
transactions and balances have been eliminated in consolidation. Certain
comparative amounts have been reclassified to conform with current year
presentation.

Revenues
- --------
Revenues from the sale of extended vehicle service contracts and extended
warranty programs are recognized when the service contract or extended warranty
sold by the dealer is received and accepted by the Company. Revenues are
comprised of the Company's administration fee, underlying insurance premium and
tax.

                                       6

<PAGE>

Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents include all funds with an original maturity of ninety
days or less. Certain funds are considered restricted as they are held for the
benefit of the insurers and to pay claims.

Restricted Cash
- ---------------
Restricted cash represents funds collected by the Company on behalf of its
insurers and claims payment floats provided by the insurers, to enable the
Company to make claims payments on behalf of the insurers, and the related
liability is included in Premiums, fees and taxes payable.

Debt and Marketable Equity Securities
- -------------------------------------
Investments in debt and marketable equity securities are categorized as either
trading, available-for-sale or held-to-maturity. Trading securities are stated
at their fair value, which is based on quoted market prices, and all unrealized
gains and losses are recorded in earnings as incurred. Available-for-sale
securities are stated at fair value, which is based on quoted market prices, and
all unrealized gains and losses are recorded as other comprehensive income
within shareholders' equity. Held-to-maturity securities are stated at their
amortized cost. The market value of the Company's held-to-maturity securities at
March 31, 1999 is $1,499,880.

Property and Equipment
- ----------------------
Property and equipment is stated at cost less accumulated depreciation and
amortization. Depreciation and amortization are calculated using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes over the estimated useful lives of the assets ranging
from three to seven years. Maintenance and repair costs are charged to expense
as incurred, and major renewals and betterments are capitalized. When property
and equipment is retired or sold, the related carrying value and accumulated
depreciation are removed from the accounts and any resulting gain or loss is
reflected in income. During 1998, the Company purchased land and commenced the
design and construction of an office building, which is expected to be completed
during the third quarter of 1999.

Premiums, Fees and Taxes Payable
- --------------------------------
Premiums and taxes payable includes premiums due to the insurers or their
agents, taxes payable to various states and amounts advanced to the Company by
the insurers for payment of claims.

Accrued Liabilities
- -------------------
The Company self-insures its obligations to provide emergency roadside
assistance to contract holders and accordingly accrues an estimate of the amount
it expects to pay to provide these services through unaffiliated third parties.
Additionally, the Company reserves for all costs and expenses it expects to
incur under programs with its dealers, such as co-operative advertising.

Advertising costs
- -----------------
The Company sponsors motorsports activities to advertise its products. The
Company has entered into an associate sponsorship agreement with Joe Gibbs
Racing, Inc. and separate agreements with race-track owners to sponsor race
events. Costs associated with the Joe Gibbs Racing, Inc. associate sponsorship
are expensed over the period of the annual contract, while costs associated with
race events are expensed in the month the event takes place.

                                       7
<PAGE>


Income Taxes
- ------------
The Company provides income taxes on income reported for financial statement
purposes. Deferred income taxes are recorded for differences in the recognition
of various items for financial reporting and income tax purposes. The Company
files a consolidated federal income tax return with its subsidiaries.

Stock-based Compensation Plans
- ------------------------------
The Company has elected to account for its stock-based compensation plans under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" (APB No. 25) with the annual associated disclosure requirements of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-based
Compensation" (SFAS No. 123). SFAS No. 123 requires that companies which elect
to not account for stock-based compensation as prescribed by that statement
shall disclose annually, among other things, pro forma effects on net income and
net income per share as if SFAS No. 123 had been adopted. Under APB No. 25,
because the exercise price of the Company's employee stock options equals the
market price of the underlying stock on the date of the grant, no compensation
expense is recognized.

Earnings Per Share
- ------------------
The Company follows Statement of Financial Accounting Standards No. 128,
"Earnings per Share" (SFAS No. 128) for the calculation of earnings per share.
Basic earnings per share is based upon the weighted average number of issued
common shares for each period. Diluted earnings per share is based upon the
weighted average number of issued common shares for each period, in addition to
the effect of common stock equivalents (stock options) which are calculated
using the treasury stock method.

Comprehensive Income
- --------------------
The Company adopted Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" (SFAS 130) as of January 1, 1998. The adoption
of this Statement had no impact on net income or shareholders' equity. SFAS 130
establishes new rules for the reporting and display of comprehensive income and
its components. SFAS 130 requires unrealized gains or losses on
available-for-sale securities to be included in other comprehensive income.


Item 2. Management's Discussion and Analysis of Financial Condition and Results 
- ------------------------------------------------------------------------------- 
of Operations
- -------------

The following discussion and analysis of financial condition and results of
operations presents the more significant factors affecting the Company during
the three month period ended March 31, 1999. The discussion and analysis should
be read in conjunction with the unaudited consolidated financial statements and
related notes appearing elsewhere herein and the Company's Annual Report on Form
10-K for the twelve months ended December 31, 1998.

                                       8

<PAGE>

Forward-Looking Statements

When used herein and in future filings by the Company with the Securities and
Exchange Commission, the words or phrases "will likely result", "management
expects" or "the Company expects", "will continue", "is expected", "is
anticipated", "estimated" or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance
on any such forward-looking statements, each of which speak only as of the date
made. Such statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from historical earnings and those
presently anticipated or projected. The Company has no obligation to publicly
release the result of any revisions which may be made to any forward-looking
statements to reflect anticipated or unanticipated events or circumstances
occurring after the date of such statements.

Certain of these risks and uncertainties are discussed herein. The industry in
which the Company operates is highly competitive, with some competitors having
significantly greater financial resources and name recognition than the Company.
The Company depends on independent sales representatives, automobile dealers,an
automobile manufacturer and financial institutions to market its products. The
distribution of automobiles has been subject to cyclical economic conditions in
the past and could be subject to such conditions in the future. Additionally,
automobile dealer consolidation could reduce the number of dealers and
consequently the Company's addressable market.

Overview

The Company's primary business is the marketing and administration of extended
vehicle service contracts (hereinafter referred to as "VSCs") for automobile
dealers. Dealers often engage a third party administrator, such as the Company,
to design a VSC program, to arrange for insurance to limit their financial risk
and to perform all of the related administrative functions associated therewith.
A function of the Company is to arrange for insurance to cover obligations to
pay all future claims, which the Company does through unrelated insurers,
including: (a) Greenwich Insurance Company, a wholly-owned subsidiary of NAC Re
Corporation, which is rated "A+" (Superior) by A.M. Best; (b) Indian Harbor
Insurance Company, a wholly-owned subsidiary of NAC Re Corporation, which is
rated "A+" (Superior) by A.M. Best; (c) Certain Underwriters at Lloyd's of
London, which is rated "A" (Excellent) by A.M. Best; and (d) CIGNA Property and
Casualty companies, which are rated "A-" (Excellent) by A.M. Best. Greenwich,
Indian Harbor and CIGNA may choose to purchase reinsurance from Lloyd's, NAC Re
Corporation or other reinsurers. Most of the VSC's accepted by the Company for
administration between 1991 and 1996 are insured by Lloyd's. The availability of
insurance coverage at competitive rates and of insurance funds to make claims
payments, including the financial condition of the insurance carriers, is
critical to the Company and any disruption could have a material adverse effect
on the Company.

The Company's reported revenues represent the amount it bills to automobile
dealers, which is based on rate schedules developed by the Company. The amounts
billed consider insurance, taxes, commissions and other costs and profit. The
Company's reported cost of sales represents the amounts it pays to the insurers
for insurance, state insurance taxes and commissions to its sales
representatives.

                                       9

<PAGE>

Liquidity and Capital Resources

The Company believes that its current working capital and anticipated levels of
internally generated funds will be sufficient to fund its operating and capital
expenditure requirements for the foreseeable future. This estimate is based on
the Company's current level of operations and certain assumptions relating to
the Company's business and planned growth. At March 31, 1999, the Company had
working capital of $33,403,996 (compared to $31,366,510 at December 31, 1998)
and investment securities with maturities greater than twelve months of $298,786
(compared to $602,950 at December 31, 1998). The net increase in working capital
and investment securities of $1,733,322 is attributable to operations of the
Company and to proceeds from the exercise of stock options ($235,881), less
payments for the construction of the Company's corporate and administrative
offices ($705,885), payments for Service Advisor Plus by EasyCare software
($250,000) and other equipment purchases ($119,179). The Company expects to
receive a tax benefit from the stock option exercises of $260,480 over the
remainder of the year through lower current tax payments. Under the Company's
1998 agreement with Service Advisor Plus, the Company is required to pay an
additional $1,000,000 for the purchase of the software license. The Company
primarily invests its funds in treasury securities, US agencies, municipal bonds
and financial instruments with maturities of less than five years and money
market accounts. However, in 1998 the Company hired a professional investment
management firm to invest approximately $1,000,000 in a portfolio of equities.
This portfolio is classified as available-for-sale in the accompanying
consolidated financial statements. During 1999, the Company expects to spend an
aggregate of approximately $5,000,000 on the new corporate and administrative
offices. The Company expects to initially fund the construction of these
facilities from working capital.

Results of Operations

Three months ended March 31, 1999 ("1999") compared to the three months ended
- -----------------------------------------------------------------------------
March 31, 1998 ("1998").
- ------------------------

Revenues for 1999 increased by 19% or $5,022,326 to $30,835,841 over 1998. The
Company's largest revenue source is from the marketing and administration of
extended vehicle service contracts ("VSC") and administration of mechanical
breakdown insurance policies ("MBI"), which provided 99% of revenues. VSC
revenues increased due to the introduction of additional automobile dealers to
EasyCare service contracts and increased average production by dealers. The
Company also experienced growth from its agreements with a major dealership
group and from its third party administrative agreement with a major insurance
company. The Company experienced reduced production from its certification
program in 1999 as compared to the first quarter of 1998.

The Company's gross margin was 22.5% of revenues in 1999 compared to 22.6% of
revenues in 1998. Gross margin is impacted by the mix of new and used, makes and
models of vehicles and the types of coverage sold. Management anticipates that
if the new product introductions and private label marketing agreements increase
relative to its current mix of business, average gross margins will decline;
however, the Company anticipates that the effects of this reduction would be
offset by increased volumes from these new arrangements.

Compensation, selling and administrative expenses for 1999 increased by 15% or
$573,948 to $4,482,302 over 1998. The increase for 1999 is primarily
attributable to compensation cost, which increased by approximately $552,000 to
support the growth of the business. During the first quarter, the Company also
recognized a pretax credit of $106,890 to adjust the abandonment reserve
relating to the Company's relocation in 1999, which has been delayed four
months.

                                       10
<PAGE>


Interest, dividend and other income for 1999 increased by 32% or $114,260 to
$466,778 over 1998. The increase is due to the larger balances of investment
securities on hand.

The Company recorded a provision for income taxes in 1999 of $1,031,000 compared
to $803,000 for 1998. The increase is due to higher pretax income.

Year 2000

The Company's proprietary warranty administration system was developed
internally and was designed with large enough "date" fields to accept and
accurately process dates with the year 2000 and later. In fact, many of the
contracts received for administration to date have expiration dates after 1999
and no processing problems have occurred. The Company has reviewed its mission
critical systems and believes they are year 2000 compliant and it will not need
to make significant expenditures to remedy year 2000 problems.

While the Company is satisfied that its mission critical systems are year 2000
compliant, it cannot determine at this stage whether all of its customers'
systems are compliant. The Company receives contracts from three discrete
sources in the following formats:

(a) Automobile dealers - Contracts are submitted in paper form by dealers, who
generally utilize a computerized system to produce the contract form. 

(b) Automobile manufacturer - The manufacturer provides the Company with a daily
electronic file of contracts sold by its participating dealers.

(c) Insurance company - The insurance company provides the Company with a daily
electronic file of contracts received and processed at its data center.

Should any of these sources encounter difficulty generating or processing
contracts due to year 2000 problems, the Company could face delays in receiving
service contracts to process, which might delay the recognition of revenues and
adversely impact customer service. The Company is querying its customers as to
their progress in identifying and addressing year 2000 problems.

The Company does not rely on its unrelated insurers' computer systems to a
significant extent to conduct its critical business functions. The Company
recognizes that many automobile components are electronic and contain embedded
chips. From inquiries made of industry sources, the Company is not aware of any
components being "date" sensitive. In the event certain components fail because
of year 2000 problems, the Company's insurers' might be liable for the
replacement or repair of the failed component. If such losses were significant,
the Company's insurers' might increase premiums, thereby impacting the Company's
competitive position and/or profitability.


                                       11
<PAGE>

                              II. OTHER INFORMATION


Item 2. Changes in Securities
- -----------------------------

During the first quarter of 1999, the Company issued the following securities:
<TABLE>
<CAPTION>
                                                                                     Exemption
                                                               Consideration              from
Date of sale       Title of security       Number sold              received      registration        Option terms
- ---------------    -----------------       -----------              --------      ------------        ------------
<S>   <C>                                       <C>                  <C>                 <C>  
01/99-03/99             Common stock            24,667               $61,188             4 (2)
                         issued upon
                         exercise of
                     options granted
                        to customers
                      and consultant

03/99                   Common stock               100               $     -             4 (2)
                           issued to
                           employees

</TABLE>

Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------

(a)  Exhibits:                   None


(b)  Reports on Form 8-K:        None

                                       12

<PAGE>
                                   SIGNATURES

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


AUTOMOBILE PROTECTION CORPORATION - APCO

/s/ Martin J. Blank                                     May 13, 1999
- -----------------------------------                     ------------
Martin J. Blank                                             Date
Secretary (Duly Authorized Officer)



/s/ Anthony R. Levinson                                 May 13, 1999
- -----------------------------------                     ------------
Anthony R. Levinson                                         Date
Chief Financial Officer (Principal
Financial and Accounting Officer,
Duly Authorized Officer)

  

                                     13


<TABLE> <S> <C>

<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                                 DEC-31-1999 
<PERIOD-START>                                    JAN-01-1999 
<PERIOD-END>                                      MAR-31-1999 
<CASH>                                             14,191,806       
<SECURITIES>                                       19,323,316       
<RECEIVABLES>                                       8,576,156       
<ALLOWANCES>                                          188,825       
<INVENTORY>                                                 0       
<CURRENT-ASSETS>                                   55,394,567       
<PP&E>                                              3,462,088       
<DEPRECIATION>                                      2,559,773       
<TOTAL-ASSETS>                                     60,289,485       
<CURRENT-LIABILITIES>                              21,990,571       
<BONDS>                                                     0       
                                       0       
                                                 0       
<COMMON>                                               11,919       
<OTHER-SE>                                         37,744,632       
<TOTAL-LIABILITY-AND-EQUITY>                       60,289,485       
<SALES>                                            30,835,841       
<TOTAL-REVENUES>                                   30,835,841       
<CGS>                                              23,907,684       
<TOTAL-COSTS>                                      23,907,684       
<OTHER-EXPENSES>                                            0       
<LOSS-PROVISION>                                            0       
<INTEREST-EXPENSE>                                          0       
<INCOME-PRETAX>                                     2,792,633       
<INCOME-TAX>                                        1,031,000       
<INCOME-CONTINUING>                                 1,761,633       
<DISCONTINUED>                                              0       
<EXTRAORDINARY>                                             0       
<CHANGES>                                                   0       
<NET-INCOME>                                        1,761,633       
<EPS-PRIMARY>                                            0.15       
<EPS-DILUTED>                                            0.14       
                                              

</TABLE>


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