APPLIANCE RECYCLING CENTERS OF AMERICA INC /MN
10-Q, 1999-11-16
MISC DURABLE GOODS
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                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




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

                 For the quarterly period ended October 2, 1999

                                       OR

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

                         Commission file number 0-19621

                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.


            MINNESOTA
 (State or other jurisdiction of                            41-1454591
 incorporation or organization)                          (I.R.S. Employer
      7400 Excelsior Blvd.                              Identification No.)
Minneapolis, Minnesota 55426-4517
 (Address of principal executive
            offices)



                                 (612) 930-9000
              (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, and (2) has been subject to such filing requirements
for the past 90 days.

             YES _X_                                   NO ___

As of November 12, 1999, the number of shares outstanding of the registrant's no
par value common stock was 2,286,744 shares.

<PAGE>


                  APPLIANCE RECYCLING CENTERS of AMERICA, INC.



                                      INDEX




PART I.               FINANCIAL INFORMATION

        Item 1:       Financial Statements:

                      Consolidated Balance Sheets as of
                      October 2, 1999 and January 2, 1999

                      Consolidated Statements of Operations for the Three and
                      Nine Months Ended October 2, 1999 and October 3, 1998

                      Consolidated Statements of Cash Flows for the
                      Nine Months Ended October 2, 1999
                      and October 3, 1998

                      Notes to Consolidated Financial Statements

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

        Item 3:       Quantitative and Qualitative Disclosure about
                      Market Risk [Not Applicable]

PART II.              OTHER INFORMATION

<PAGE>


Appliance Recycling Centers of America, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(Unaudited)

<TABLE>
<CAPTION>
                                                                                October 2,       January 2,
                                                                                  1999             1999
- -----------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>
ASSETS
Current Assets
      Cash and cash equivalents                                               $    155,000     $     14,000
      Accounts receivable, net of allowance of $27,000
           and $18,000, respectively                                             1,578,000          498,000
      Inventories, net of reserves of $115,000 and $40,000, respectively         1,614,000        1,979,000
      Other current assets                                                         154,000          100,000
- -----------------------------------------------------------------------------------------------------------
           Total current assets                                               $  3,501,000     $  2,591,000
- -----------------------------------------------------------------------------------------------------------
Property and Equipment, at cost
      Land                                                                    $  2,103,000     $  2,103,000
      Buildings and improvements                                                 4,043,000        3,957,000
      Equipment                                                                  3,490,000        3,597,000
- -----------------------------------------------------------------------------------------------------------
                                                                              $  9,636,000     $  9,657,000
      Less accumulated depreciation                                              3,921,000        3,876,000
- -----------------------------------------------------------------------------------------------------------
           Net property and equipment                                         $  5,715,000     $  5,781,000
- -----------------------------------------------------------------------------------------------------------
Other Assets                                                                  $    270,000     $    319,000
Goodwill, net of amortization of $67,000 and $38,000, respectively                 123,000          152,000
- -----------------------------------------------------------------------------------------------------------
           Total assets                                                       $  9,609,000     $  8,843,000
- -----------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
      Line of credit                                                          $  1,133,000     $  1,081,000
      Current maturities of long-term obligations                                  101,000           79,000
      Accounts payable                                                           1,064,000        1,202,000
      Accrued expenses (Note 2)                                                    739,000          700,000
- -----------------------------------------------------------------------------------------------------------
           Total current liabilities                                          $  3,037,000     $  3,062,000
Long-Term Obligations, less current maturities                                   4,884,000        4,965,000
- -----------------------------------------------------------------------------------------------------------
           Total liabilities                                                  $  7,921,000     $  8,027,000
- -----------------------------------------------------------------------------------------------------------
Shareholders' Equity
      Common stock, no par value; authorized 10,000,000 shares; issued and
           outstanding 2,287,000 shares and 1,237,000 shares,
           respectively (Note 4 and 6)                                        $ 11,345,000     $ 10,857,000
      Accumulated deficit                                                       (9,657,000)     (10,041,000)
- -----------------------------------------------------------------------------------------------------------
           Total shareholders' equity                                         $  1,688,000     $    816,000
- -----------------------------------------------------------------------------------------------------------
           Total liabilities and shareholders' equity                         $  9,609,000     $  8,843,000
- -----------------------------------------------------------------------------------------------------------
</TABLE>

                 See Notes to Consolidated Financial Statements.

<PAGE>


Appliance Recycling Centers of America, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

<TABLE>
<CAPTION>
                                                               Three Months Ended                 Nine Months Ended
                                                         ---------------------------------------------------------------
                                                           October 2,       October 3,       October 2,       October 3,
                                                             1999             1998             1999             1998
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>              <C>              <C>
Revenues
      Retail                                             $  2,100,000     $  2,170,000     $  6,104,000     $  5,638,000
      Recycling (Note 3)                                    2,589,000        2,084,000        5,456,000        4,841,000
- ------------------------------------------------------------------------------------------------------------------------
      Total revenues                                     $  4,689,000     $  4,254,000     $ 11,560,000     $ 10,479,000
Cost of Revenues                                            2,429,000        2,529,000        6,632,000        6,944,000
- ------------------------------------------------------------------------------------------------------------------------
      Gross profit                                       $  2,260,000     $  1,725,000     $  4,928,000     $  3,535,000
Selling, General and Administrative Expenses (Note 6)       1,536,000        1,602,000        4,067,000        4,567,000
Loss on Impaired Assets (Note 5)                                   --               --               --          518,000
- ------------------------------------------------------------------------------------------------------------------------
      Operating income (loss)                            $    724,000     $    123,000     $    861,000     $ (1,550,000)
Other Income (Expense)
      Other income                                              8,000            8,000          117,000          277,000
      Interest expense                                       (200,000)        (182,000)        (594,000)        (412,000)
- ------------------------------------------------------------------------------------------------------------------------
      Income (loss) before provision for income taxes    $    532,000     $    (51,000)    $    384,000     $ (1,685,000)
Provision for Income Taxes                                         --           30,000               --           30,000
- ------------------------------------------------------------------------------------------------------------------------
      Net income (loss)                                  $    532,000     $    (81,000)    $    384,000     $ (1,715,000)

========================================================================================================================

Basic Earnings (Loss) per Common Share                   $       0.23     $      (0.07)    $       0.18     $      (1.44)

========================================================================================================================

Diluted Earnings (Loss) per Common Share                 $       0.22     $      (0.07)    $       0.18     $      (1.44)

========================================================================================================================


Weighted Average Number of Common Shares Outstanding        2,271,000        1,237,000        2,102,000        1,187,000
========================================================================================================================
</TABLE>

                See Notes to Consolidated Financial Statements.

<PAGE>


Appliance Recycling Centers of America, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                                                   Nine Months Ended
                                                               ---------------------------
                                                                October 2,      October 3,
                                                                  1999            1998
- ------------------------------------------------------------------------------------------
<S>                                                            <C>             <C>
Cash Flows from Operating Activities
      Net income (loss)                                        $   384,000     $(1,715,000)
      Adjustments to reconcile net income (loss) to net
            cash used in operating activities:
      Depreciation and amortization                                301,000         587,000
      Loss on impaired assets                                           --         518,000
      Gain on sale of equipment                                    (54,000)       (232,000)
      Accretion of long-term debt discount                          25,000              --
      Change in assets and liabilities:
      (Increase) decrease in:
            Receivables                                         (1,080,000)       (434,000)
            Inventories                                            365,000      (1,214,000)
            Other current assets                                   (54,000)          5,000
      Increase (decrease) in:
            Accounts payable                                      (138,000)        672,000
            Accrued expenses                                        39,000         (32,000)
- ------------------------------------------------------------------------------------------
                  Net cash used in operating activities        $  (212,000)    $(1,845,000)
- ------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
      Purchase of property and equipment                       $  (161,000)    $  (270,000)
      Proceeds from disposal of property and equipment              68,000         237,000
- ------------------------------------------------------------------------------------------
                  Net cash used in investing activities        $   (93,000)    $   (33,000)
- ------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
      Increase (decrease) in line of credit                    $    52,000     $  (987,000)
      Payments on long-term obligations                            (81,000)       (389,000)
      Proceeds from sale of common stock                           475,000         200,000
      Proceeds from long-term debt obligations                          --       3,718,000
      Proceeds ascribed to warrants issued in conjunction
            with long-term debt                                         --         307,000
      Fees from financing activities                                    --        (288,000)
- ------------------------------------------------------------------------------------------
                  Net cash provided by financing activities    $   446,000     $ 2,561,000
- ------------------------------------------------------------------------------------------
      Increase in cash and cash equivalents                    $   141,000     $   683,000
Cash and Cash Equivalents
      Beginning                                                     14,000          13,000
- ------------------------------------------------------------------------------------------
      Ending                                                   $   155,000     $   696,000
- ------------------------------------------------------------------------------------------
Supplemental Disclosures of Cash Flow Information
      Cash payments for:
            Interest                                           $   508,000     $   414,000
            Income taxes net of refunds                                 --              --
==========================================================================================
</TABLE>

                 See Notes to Consolidated Financial Statements.

<PAGE>


Appliance Recycling Centers of America, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
- --------------------------------------------------------------------------------


1.         Financial Statements
           In the opinion of management of the Company, the accompanying
           unaudited consolidated financial statements contain all adjustments
           (consisting of only normal, recurring accruals) necessary to present
           fairly the financial position of the Company and its subsidiaries as
           of October 2, 1999, and the results of their operations for the
           three-month and nine-month periods ended October 2, 1999 and October
           3, 1998 and their cash flows for the nine-month periods ended October
           2, 1999 and October 3, 1998. The results of operations for any
           interim period are not necessarily indicative of the results for the
           year. These interim consolidated financial statements should be read
           in conjunction with the Company's annual consolidated financial
           statements and related notes in the Company's Annual Report on Form
           10-K for the year ended January 2, 1999.

2.         Accrued Expenses
           Accrued expenses were as follows:
                               October 2,  January 2,
                                 1999        1999
                               --------    --------
               Compensation    $259,000    $139,000
               Warranty         189,000     157,000
               Other            291,000     404,000
                               --------    --------
                               $739,000    $700,000
                               ========    ========

3.         Revenue Classification
           In prior reports, the Company had separately reported byproduct
           revenues which now are included in recycling revenues.

4.         Sale of Common Stock
           In February 1999, the Company sold in a private placement 1,030,000
           shares of Common Stock at a price of $0.50 per share. The Company
           paid $31,500 of the proceeds and issued warrants to purchase 83,000
           shares of Common Stock at $0.50 per share, subject to adjustment, to
           an investment banker as a placement fee. The remaining proceeds were
           used to repay certain indebtedness, to purchase inventory and for
           other general corporate purposes. The warrants were valued at $27,800
           using the Black-Scholes option-pricing method and are recorded in
           equity.

5.         Loss On Impaired Assets
           During the nine months ended October 3, 1998, the Company elected to
           curtail its appliance shredding operation and intensify its strategic
           focus on appliance retailing. As a result, the Company recorded
           $518,000 as a loss on impaired assets.

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - continued

6.         Settlement
           In August 1999, the Company settled a lawsuit with a former employee.
           The settlement included a cash payment of $105,000 and the issuance
           of 20,000 shares of the Company's common stock valued at $12,500. The
           previously unaccrued portion of this settlement, ($74,000) is
           included in selling, general and administrative expenses for the
           three and nine month periods ended October 2, 1999.

<PAGE>


PART I:  ITEM 2     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                    AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------


           The following discussion and analysis provides information that
           management believes is relevant to an assessment and understanding of
           the Company's level of operations and financial condition. This
           discussion should be read with the consolidated financial statements
           appearing in Item 1.

RESULTS OF OPERATIONS

           The Company generates revenues from two sources: retail appliance
           sales and appliance recycling. Retail revenues are sales of
           appliances, warranty and service revenue and delivery fees. Recycling
           revenues are fees charged for the disposal of appliances and sales of
           scrap metal and reclaimed chlorofluorocarbons ("CFCs") generated from
           processed appliances. In prior reports, the Company had separately
           reported byproduct revenues, which now are included in recycling
           revenues.

           Total revenues for the three and nine months ended October 2, 1999
           were $4,689,000 and $11,560,000, respectively, compared to $4,254,000
           and $10,479,000 for the same periods in the prior year.

           Retail sales accounted for approximately 45% of revenues in the third
           quarter of 1999. Retail revenues for the three and nine months ended
           October 2, 1999 decreased by $70,000 or 3% and increased by $466,000
           or 8%, respectively, from the same periods in the prior year. Third
           quarter same-store retail sales increased 50% (a sales comparison of
           6 stores that were open the entire third quarters of 1999 and 1998).
           The slight decrease in retail sales for the third quarter compared to
           the same period in the prior year was primarily due to fewer stores
           being opened during the third quarter of 1999 as compared to 1998
           offset by an increase in retail sales in the stores that remained
           open. The increase in retail sales for the nine months ended October
           2, 1999 compared to the same period in the prior year was primarily
           due to increased advertising and an increase in inventory per
           location, partially offset by a decrease in sales of reconditioned
           appliances.

           Currently, the Company has six retail locations compared to 11 retail
           locations at the end of last year's third quarter. The Company does
           not plan to expand its retail business into new geographic markets at
           this time but to concentrate on increasing sales in its existing
           markets. Currently the Company does not plan to close or consolidate
           any existing stores or open any new retail locations. The Company
           experiences seasonal fluctuations and expects retail sales to be
           higher in the second and third calendar quarters than in the first
           and fourth calendar quarters, reflecting consumer purchasing cycles.

<PAGE>


RESULTS OF OPERATIONS - continued

           Recycling revenues for the three and nine months ended October 2,
           1999 increased by $505,000 or 24% and $615,000 or 13%, respectively,
           from the same periods in the prior year. The increase for the three
           and nine months ended October 2, 1999 in recycling revenues was
           primarily due to an increase in refrigerator recycling volumes
           related to the contract with Southern California Edison Company
           ("Edison") and an increase in sales of CFCs, partially offset for the
           nine month period only by a decrease in sales of scrap metal. The
           decrease in sales of scrap metal was primarily due to a decrease in
           scrap metal prices. The increase in sales of CFCs was primarily due
           to a higher number of refrigerators being recycled related to the
           Edison contract. In April 1999, the Company signed a contract with
           Edison to continue its refrigerator recycling program through
           December 30, 1999. Unlike the previous contracts, the contract for
           1999 does not provide for a minimum number of refrigerators to be
           recycled. However, the contract is expected to generate higher
           recycling volumes in 1999 compared to 1998. The timing and amount of
           revenues will be dependent on advertising by Edison. The Company
           believes the program with Edison will be continued for the year 2000.

           Gross profit as a percentage of total revenues for the three and nine
           months ended October 2, 1999 increased to 48% and 43% from 41% and
           34%, respectively. The increases were primarily due to improved
           purchase price and mix of inventory for retail sales, higher
           recycling revenues from the Edison contract without a corresponding
           increase in expenses and discontinuing unprofitable programs. Gross
           profit as a percentage of total revenues for future periods can be
           affected favorably or unfavorably by numerous factors, including the
           volume of appliances recycled from the Edison contract, the mix of
           retail product sold during the period and the price and volume of
           byproduct revenues. The Company believes that gross profit as a
           percentage of total revenues will decrease slightly in the fourth
           quarter due to anticipated lower retail sales and lower recycling
           revenues from the Edison contract with a corresponding decrease in
           expenses.

           Selling, general and administrative expenses for the three and nine
           months ended October 2, 1999 decreased by $66,000 or 4% and $500,000
           or 11%, respectively, from the same periods in 1998. Selling expenses
           for the three and nine months ended October 2, 1999 decreased by
           $17,000 or 3% and $67,000 or 5%, respectively, from the same periods
           in 1998. The decrease in selling expenses was primarily due to
           operating fewer retail stores during the first nine months of 1999
           compared to 1998 offset by an increase in advertising during the
           first nine months of 1999 compared to 1998. General and
           administrative expenses for the three and nine months ended October
           2, 1999 decreased by $49,000 or 4% and $433,000 or 14%, respectively,
           from the same periods in 1998. The decrease in general and
           administrative expenses was primarily due to a decrease in personnel
           costs as a result of an expense reduction program implemented
           primarily in the first quarter of 1999 which included the closing of
           the St. Louis, MO operation and the elimination of the V.P. of
           Operations and Chief Financial Officer positions offset by the
           lawsuit settlement in the third quarter of 1999.

<PAGE>


RESULTS OF OPERATIONS - continued

           The Company took a one-time charge of $518,000 during the nine months
           ended October 3, 1998 related to a loss on impaired assets associated
           with the Company's decision to curtail the appliance shredding
           operation of its recycling business related primarily to the
           Company's Minneapolis center.

           Interest expense was $200,000 for the three months and $594,000 for
           the nine months ended October 2, 1999 compared to $182,000 and
           $412,000 for the same periods in 1998. The increase in interest
           expense was due to a higher average borrowed amount for the three and
           nine months ended October 2, 1999 than in the same periods in 1998.

           The Company recorded no provision for income taxes for the three and
           nine months ended October 2, 1999 due to the use of deferred tax
           assets (which had been offset by a valuation allowance) to offset
           income taxes payable. However, no benefit provision and related asset
           has been recorded for the remaining net operating loss carryforwards
           and other net deferred tax assets due to the uncertainty of
           realization of the net operating loss carryforwards. Net operating
           loss carryforwards total approximately $8,500,000 and expire in the
           years 2011 through 2013. At October 2, 1999, the Company had a
           valuation allowance recorded against all of its net deferred tax
           assets of approximately $4,200,000, due to uncertainty of
           realization. The realization of deferred tax assets is dependent upon
           sufficient future taxable income during the periods when deductible
           temporary differences and carryforwards are expected to become
           available to reduce taxable income.

           Net operating loss carryforwards may be subject to significant
           limitations under the provisions of the Internal Revenue Code,
           Section 382, which relate to a 50 percent change in control over a
           three-year period. In addition, any future changes of control may
           result in the expiration of a portion of the carryforwards before
           they can be used and are also dependent upon the Company attaining
           profitable operations in the future.

           The Company recorded net income of $532,000 or $.22 per diluted share
           for the three months and $384,000 or $.18 per diluted share for the
           nine months ended October 2, 1999 compared to net losses of $81,000
           or $.07 per diluted share and $1,715,000 or $1.44 per diluted share
           in the same periods of 1998. The increase in income for the three and
           nine month periods was due to the factors discussed above.

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

           At October 2, 1999, the Company had working capital of $464,000
           compared to a working capital deficit of $471,000 at January 2, 1999.
           Cash and cash equivalents increased to $155,000 at October 2, 1999
           from $14,000 at January 2, 1999. Net cash used in operating
           activities was $212,000 for the nine months ended October 2, 1999
           compared to $1,845,000 in the same period of 1998. The decrease in
           cash used in operating activities was primarily due to the Company
           having net income in the current period versus a net loss in the
           comparable period last year (net of noncash loss on impaired assets
           in 1998) plus a decrease in inventories offset by an increase in
           accounts receivable and a decrease in accounts payable.

           The Company's capital expenditures for the nine months ended October
           2, 1999 and October 3, 1998 were approximately $161,000 and $270,000,
           respectively. The 1999 capital expenditures were related to building
           improvements and the purchase of computer equipment. The 1998 capital
           expenditures were primarily related to building improvements.

           The Company has a $2.0 million line of credit with a lender. The
           interest rate as of October 2, 1999 was 13.25%. The amount of
           borrowings available under the line of credit is based on a formula
           using receivables and inventories. The line of credit was renewed
           through August 30, 2000 on the same terms as the loan in place prior
           to August 1999. The line of credit provides that the lender may
           demand payment in full of the entire outstanding balance of the loan
           at any time. The line of credit is secured by substantially all the
           Company's assets, is guaranteed by the President of the Company, and
           requires minimum monthly interest payments of $5,625 regardless of
           the outstanding principal balance. The Lender also has an inventory
           repurchase agreement with Whirlpool Corporation that secures the line
           of credit. The line also requires that the Company meet certain
           financial covenants, provides payment penalties for noncompliance,
           limits the amount of other debt the Company can incur, limits the
           amount of spending on fixed assets and limits payments of dividends.
           At October 2, 1999, the Company was in compliance with such covenants
           and had unused borrowing capacity of $760,000.

           In April 1999, the Company signed a contract with Edison to continue
           its refrigerator recycling program through December 30, 1999. Unlike
           the previous contracts, the contract for 1999 does not provide for a
           minimum number of refrigerators to be recycled. However, the contract
           is expected to generate higher recycling volumes in 1999 compared to
           1998. The timing and amount of revenues will be dependent on
           advertising by Edison. The Company believes the program with Edison
           will be continued for the year 2000.

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES - continued

           The Company believes, based on the anticipated revenues from the
           Edison contract, the anticipated sales per retail store and its
           anticipated increase in gross profit, that its cash balance,
           anticipated funds generated from operations and its current line of
           credit will be sufficient to finance its operations and capital
           expenditures through December 1999. The Company's total capital
           requirements for the remainder of 1999 and for 2000 will depend upon,
           among other things as discussed below, the recycling volumes
           generated from the Edison program in 1999, renewal of the Edison
           program for the year 2000 and the number and size of retail stores
           operating during the fiscal year. Currently, the Company has three
           centers and six stores in operation. If revenues are lower than
           anticipated or expenses are higher than anticipated or the line of
           credit cannot be maintained, the Company may require additional
           capital to finance operations. Sources of additional financing, if
           needed in the future, may include further debt financing or the sale
           of equity (common or preferred stock) or other securities. There can
           be no assurance that such additional sources of financing will be
           available or available on terms satisfactory to the Company or
           permitted by the Company's current lender.


YEAR 2000

            Based on its assessment of the Year 2000 issue, the Company
            determined that it would be required to modify or replace
            significant portions of its software so that its computer systems
            would properly utilize dates beyond December 31, 1999. The Company
            believes that with the planned modifications to existing software
            and conversions to new software, the Year 2000 issue will not have a
            material adverse impact on the Company's operations. However, if
            such modifications and conversions are not made, or are not
            completed in a timely manner, the Year 2000 issue could have a
            material impact on the operations of the Company. The Company has
            determined it has no exposure to contingencies related to the Year
            2000 issue for products it has sold.

            The Company is utilizing both internal and external resources to
            replace and test the software for Year 2000 modifications. The
            Company currently estimates that it will be able to complete its
            Year 2000 project by December 1, 1999. The costs of the project are
            being funded through operating cash flows. A portion of the costs
            was used to purchase new software, which was capitalized. The
            remaining portion of the costs was expensed as incurred over the
            course of the project. The overall cost of the project is expected
            to be approximately $260,000. To date, the Company has incurred and
            expensed approximately $193,000 related to the assessment of, and
            preliminary efforts in connection with, its Year 2000 project and
            development of a remediation plan. The Company's cost and estimates
            to complete the Year 2000 project include the cost of modifications
            to existing software, the acquisition of new software and the
            estimated costs and time associated with assessing the impact on the
            Company of third parties' Year 2000 issue. All such estimates are
            based on presently available information.

<PAGE>


            YEAR 2000 - continued

            The Company has initiated communications with all of its significant
            suppliers and large customers to determine the extent to which the
            Company is vulnerable to those third parties' failure to remediate
            their own Year 2000 issue. However, there can be no guarantee that
            the systems of other companies on which the Company's systems rely
            will be timely converted, or that a failure to convert by another
            company, or a conversion that is incompatible with the Company's
            systems, would not have material adverse effect on the Company.

            At this time, the Company believes that its most likely worst case
            scenario is that the Company could experience delays in receipt of
            inventory and/or could experience a delay in payments on accounts
            receivable from key customers. In the event that either of these
            scenarios occur, management believes that it would not have a
            long-term material adverse effect on the Company's financial
            condition and results of operations.

            The Company has prepared contingency plans so that the Company's
            critical business processes can be expected to continue to function
            on January 1, 2000 and beyond. These plans are intended to mitigate
            both internal risks as well as potential risks in the supply chain
            of the Company's suppliers and customers. These plans include manual
            operating procedures and identifying and securing alternative
            supplies of inventory and sources of financing.

            The costs of the project and the date by which the Company plans to
            complete the Year 2000 modifications and contingency plans are based
            on management's best estimates, which were derived utilizing
            numerous assumptions of future events, including the continued
            availability of certain resources, third party modification plans
            and other factors. However, there can be no assurances that these
            estimates will be achieved and actual results could differ
            materially from those plans. Specific factors that might cause such
            material differences include, but are not limited to, the
            availability and cost of personnel trained in this area, the ability
            to locate and correct all relevant computer codes, and similar
            uncertainties.

<PAGE>


FORWARD-LOOKING STATEMENTS

           Statements regarding the Company's future operations, performance and
           results, and anticipated liquidity discussed herein are
           forward-looking and therefore are subject to certain risks and
           uncertainties, including those discussed herein. In addition, any
           forward-looking information regarding the operations of the Company
           will be affected by the ability of Edison to deliver units under its
           contract with the Company, the timing of such delivery, the timing of
           advertising by Edison for the program and the renewal of the program
           with Edison for the year 2000. Additionally, forward-looking
           information will also be affected by the ability of individual stores
           to meet planned revenue levels, the speed at which individual retail
           stores reach profitability, the Company being able to contain
           overhead expenses or whether costs and expenses are realized at
           higher than expected levels, the continued ability to purchase
           product from Whirlpool at acceptable prices, the Company's ability to
           secure an adequate supply of used appliances for resale and the
           continued availability of the Company's current line of credit.

<PAGE>


PART II.   OTHER INFORMATION
- --------------------------------------------------------------------------------


ITEM 1  -  LEGAL PROCEEDINGS

           In August 1999, the Company settled a lawsuit with a former employee.
           The settlement included a cash payment of $105,000 and the issuance
           of 20,000 shares of the Company's common stock.

ITEM 2  -  CHANGES IN SECURITIES AND USE OF PROCEEDS

           In August 1999, the Company issued 20,000 shares of restricted common
           stock. The holder of such shares has certain limited registration
           rights. See Item I above.

ITEM 3  -  DEFAULTS UPON SENIOR SECURITIES - None

ITEM 4  -  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None

ITEM 5  -  OTHER INFORMATION - None

ITEM 6  -  EXHIBITS AND REPORTS ON FORM 8-K

           (a)        Exhibit No. 27 - Financial Data Schedule.

           (b)        The Company did not file any reports on Form 8-K during
                      the three months ended October 2, 1999.

<PAGE>


                                   SIGNATURES

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



                              Appliance Recycling Centers of America, Inc.
                              --------------------------------------------
                                        Registrant





Date:  November 12, 1999             /s/Edward R. Cameron
                              --------------------------------------------------
                                        Edward R. Cameron
                                        President





Date:  November 12, 1999             /s/Linda Koenig
                              --------------------------------------------------
                                        Linda Koenig
                                        Controller


<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JAN-01-2000
<PERIOD-START>                             JAN-03-1999
<PERIOD-END>                               OCT-02-1999
<CASH>                                         155,000
<SECURITIES>                                         0
<RECEIVABLES>                                1,578,000
<ALLOWANCES>                                         0
<INVENTORY>                                  1,614,000
<CURRENT-ASSETS>                               154,000
<PP&E>                                       9,636,000
<DEPRECIATION>                               3,921,000
<TOTAL-ASSETS>                               9,609,000
<CURRENT-LIABILITIES>                        3,037,000
<BONDS>                                      4,884,000
                                0
                                          0
<COMMON>                                    11,345,000
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 9,609,000
<SALES>                                     11,560,000
<TOTAL-REVENUES>                            11,560,000
<CGS>                                        6,632,000
<TOTAL-COSTS>                                6,632,000
<OTHER-EXPENSES>                             (117,000)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             594,000
<INCOME-PRETAX>                                384,000
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   384,000
<EPS-BASIC>                                      0.18
<EPS-DILUTED>                                    0.18


</TABLE>


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