TOPS APPLIANCE CITY INC
10-Q, 1998-11-13
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                                  UNITED STATES
                       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 period ended September 29, 1998
                               ------------------

( )  Transition  Report pursuant to Section 13 or 15 (d) of the Securities and
     Exchange  Act of  1934  For  the  transition  period  from  ___________  to
     _____________

                         Commission File Number 0-20498

                            TOPS APPLIANCE CITY, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          NEW JERSEY                                        22-3174554
- --------------------------------                     --------------------------
(State or other jurisdictions of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)

 45 Brunswick Avenue,      Edison,  New Jersey                         08818
- ----------------------------------------------                       ----------
   (Address of principal executive offices)                          (Zip Code)

                                 (732) 248-2850
              ----------------------------------------------------
              (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.

                                ( X ) Yes ( ) No

Number of shares outstanding of each of the issuer's classes of common stock, as
of November 2, 1998.


                                13,484,113 Shares
<PAGE>


                            TOPS APPLIANCE CITY, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
                                   (Unaudited)

                                                              9/29/98   12/30/97
                                                              -------   --------
                ASSETS
Current Assets:
                Cash and cash equivalents ..................   $ 3,082   $ 2,368
                Accounts receivable, net ...................     1,323     1,101
                Merchandise inventory ......................    53,925    53,895
                Prepaid expenses and other current assets ..     2,706     2,080
                                                               -------   -------

                                   Total current assets ....    61,036    59,444

Property, equipment & leasehold improvements, net ..........    29,074    29,936
Deferred taxes .............................................     2,940     2,940
Other assets ...............................................     3,439     2,530
                                                               -------   -------

                                                               $96,489   $94,850
                                                               =======   =======

                LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

                Accounts payable ...........................   $ 4,451   $ 6,551
                Current portion of long-term debt ..........       108       110
                Accrued liabilities and income taxes........     1,439     3,638
                Sales tax payable ..........................       875     1,477
                Customer deposits ..........................     3,525     4,276
                Short-term borrowings ......................    29,600    23,558
                Deferred taxes .............................     2,940     2,940
                                                               -------   -------

                                   Total current liabilities    42,938    42,550


Long-term debt, net of current portion .....................    37,109    47,623
Deferred rent ..............................................     1,972     1,801
Other liabilities ..........................................       706       758

Shareholders' equity .......................................    13,764     2,118
                                                               -------   -------

                                                               $96,489   $94,850
                                                               =======   =======
See accompanying notes


                      
<PAGE>


                            TOPS APPLIANCE CITY, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
      THREE AND NINE MONTHS ENDED SEPTEMBER 29, 1998 AND SEPTEMBER 30, 1997
                    (Dollars in thousands except share data)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                       3rd              3rd           Nine          Nine        
                                                      Quarter          Quarter        Months       Months
                                                       1998             1997           1998         1997
                                                      ------          -------        --------      -------
<S>                                                <C>            <C>            <C>            <C> 

Net sales and service revenues .................   $    73,730    $    74,447    $   209,569    $   217,685

Cost of sales ..................................        57,775         58,161        163,435        169,263
                                                   -----------    -----------    -----------    -----------

Gross profit ...................................        15,955         16,286         46,134         48,422

Selling, general and administrative expenses ...        14,268         17,471         43,346         49,970
                                                   -----------    -----------    -----------    -----------

Income (loss) from operations ..................         1,687         (1,185)         2,788         (1,548)


Interest expense ...............................        (1,657)        (1,520)        (5,045)        (4,869)
                                                   -----------    -----------    -----------    -----------

Income (loss) before extraordinary item ........            30         (2,705)        (2,257)        (6,417)

Extraordinary item - gain on debt extinguishment           338          7,688          1,309          7,688
                                                   -----------    -----------    -----------    -----------

Net income (loss) ..............................   $       368    $     4,983    ($      948)   $     1,271
                                                   ===========    ===========    ===========    ===========

Income (loss) per common share (basic) before
   extraordinary item ..........................   $      0.01    $     (0.37)   $     (0.28)   $     (0.88)
                                                   -----------    -----------    -----------    -----------

Income per common share (basic) attributable to
   extraordinary item ..........................          0.03           1.05           0.16           1.05
                                                   -----------    -----------    -----------    -----------


Net income (loss) per common share (basic) .....   $      0.04    $      0.68    $     (0.12)   $      0.17
                                                   ===========    ===========    ===========    ===========


Common shares outstanding (basic) ..............     9,677,056      7,284,049      8,105,758      7,284,049
                                                   ===========    ===========    ===========    ===========


Income per common share (diluted) before
   extraordinary item..........................   $         -
                                                  -------------

Income per common share (diluted) attributable 
   to extraordinary item ......................            0.03
                                                  --------------


Net income per common share (diluted) .........   $        0.03
                                                   ==============

Common shares outstanding (diluted)                  10,571,177
                                                   ==============

</TABLE>


See accompanying notes.

<PAGE>

                            TOPS APPLIANCE CITY, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           NINE MONTHS ENDED SEPTEMBER 29, 1998 AND SEPTEMBER 30, 1997
                             (Amounts in thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                    For the nine months ended
                                                                         9/29/98    9/30/97
                                                                        --------    -------
<S>                                                                     <C>         <C> 

Cash flow from operating activities:
Net income (loss) ...................................................   ($   948)   $  1,271
Adjustments to reconcile net income (loss)
   to net cash provided by (used in) operating activities:


        Depreciation and amortization ...............................      2,940       3,614
        Deferred rent ...............................................        171      (1,372)
        Extraordinary gain on debt extinguishment ...................     (1,309)     (7,688)
        Write-off of fixed assets related to store closing ..........          0       1,628
        Accounts receivable, net ....................................       (222)        421
        Inventory ...................................................        (30)      4,295
        Prepaid expenses and other current assets ...................       (626)        526
        Accounts payable ............................................     (3,351)      1,958
        Sales tax payable ...........................................       (602)       (793)
        Accrued liabilities and income taxes payable ................     (2,199)     (2,302)
        Customer deposits ...........................................       (751)       (358)
        Other assets ................................................     (1,181)       (741)
        Other liabilities ...........................................        (53)         92
                                                                        --------    --------

Net cash provided by (used in) operating activities .................     (8,161)        551

Cash flows from investing activities:
        Capital expenditures, net of disposals ......................     (1,806)       (594)
                                                                        --------    --------

Net cash (used in) investing activities .............................     (1,806)       (594)

Cash flows from financing activities:

        Short-term borrowings .......................................      6,040       4,756
        Cash overdrafts .............................................      1,251      (2,950)
        Notes payable ...............................................     (9,204)       (234)
        Due to related parties ......................................          0        (587)
        Proceeds from Issuance of Additional Equity .................      5,040           0
        Proceeds from Debenture Conversion ..........................      7,526           0
        Proceeds from Exercise of Stock Options .....................         21           0
        Proceeds from Employee Stock Purchase Plan ..................          7           5
                                                                        --------    --------

Net cash provided by (used in) financing activities .................     10,681         990

                                                                        --------    --------
Increase (decrease) in cash and cash equivalents ....................        714         947

Cash and cash equivalents, beginning of period ......................      2,368       2,147
                                                                        --------    --------

Cash and cash equivalents, end of period ............................   $  3,082    $  3,094
                                                                        ========    ========

</TABLE>


                            TOPS APPLIANCE CITY, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE  1.
         The   accompanying    condensed   consolidated   financial   statements
         (unaudited)  should  be  read  in  conjunction  with  the  consolidated
         financial  statements  and  disclosures  included in the Company's 1997
         Annual Report on Form 10-K.

         The condensed consolidated financial statements (unaudited) include all
         adjustments  (consisting of normal  recurring  items) which  management
         considers  necessary  to present  fairly  the  financial  position  and
         results of  operations  of the  Company  for the three and nine  months
         ended September 29, 1998 and September 30, 1997.

         Due to the carry-forward of Net Operating Losses,  primarily related to
         1996,  no benefit for income taxes was  recorded  during the first nine
         months of 1997 or 1998.

         The results for the interim periods presented may not be indicative of
         results for the full year.


NOTE  2.

         During the third quarter of 1998, the Company repurchased $750,000 face
         value of 6 1/2%  Convertible  Subordinated  Debentures  for a  purchase
         price of $412,500, resulting in a gain of $337,500.




<PAGE>



                            TOPS APPLIANCE CITY, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)

NOTE 3.
            Earnings Per Share (Amounts in thousands except per share data)

                                  For the Quarter Ended September 29, 1998
                                                           Per Share
                                      Income    Shares       Amount
                                      ------    ------     ---------

Basic Earnings Per Share
Income before extraordinary item ...   $   30    9,677   $   0.01
Diluted Earnings Per Share
Options ............................               894
                                       ------   ------   --------
Diluted Earnings Per Share .........   $   30   10,571   $   --

Basic Earnings Per Share
Extraordinary item .................   $  338    9,677   $   0.03
Diluted Earnings Per Share
Options ............................               894
                                       ------   ------   --------
Diluted Earnings Per Share .........   $  338   10,571   $   0.03

Basic Earnings Per Share
Net Income before extraordinary item   $  368    9,677   $   0.04
Diluted Earnings Per Share
Options ............................               894
                                       ------   ------   --------
Diluted Earnings Per Share .........   $  368   10,571   $   0.03


Basic  earnings per common share were computed  by dividing  net income by the
weighted average  number  of  shares of common  stock  outstanding  during the
quarter.

For the nine months ended  September  29, 1998 and  September 30, 1997 and the
quarter  ended  September  30,  1997,  the  effects  of the  6.5%  Convertible
Subordinated  Debentures  due 2003 and the  Options  were not  included in the
calculation  of  diluted  earnings  per  share  due to  the  fact  that  their
conversion would be antidilutive.

For the quarter ended  September 29, 1998, the effect of the 6.5%  Convertible
Subordinated  Debentures  due 2003 were not  included  in the  calculation  of
diluted  earnings  per share due to the fact that  their  conversion  would be
antidilutive.





<PAGE>


                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The  following  discussion  should  be  read  in  conjunction  with  the
  consolidated  financial  statements and disclosures  included in the Company's
  Annual Report on Form 10-K.

  Results of Operations

        The following table sets forth certain items in the Company's  Condensed
  Consolidated  Statements of Operations  expressed as a percentage of net sales
  and service revenues:
<TABLE>
<CAPTION>


                                                          Percentage of Net Sales and Service Revenues
                                                          Three Months Ended              Nine Months Ended
                                                         9/29/98      9/30/97          9/29/98      9/30/97
                                                         ---------    ---------       ----------   ----------
  <S>                                                       <C>          <C>              <C>          <C> 

   Net sales and service revenues                           100.0 %      100.0 %          100.0 %      100.0 %
   Cost of sales                                             78.4         78.1             78.0         77.8
                                                         ---------    ---------       ----------   ----------

   Gross profit                                              21.6         21.9             22.0         22.2

   Selling, general and administrative expenses              19.4         23.5             20.7         23.0
                                                         ---------    ---------       ----------   ----------

   Income (loss)  from operations                             2.2         (1.6)             1.3         (0.8)


   Interest expense                                          (2.2)        (2.0)            (2.4)        (2.2)
                                                         ---------    ---------       ----------   ----------

   Income (loss) before extraordinary item                    0.0         (3.6)            (1.1)        (3.0)

   Extraordinary item - gain on debt extinguishment           0.5         10.3              0.6          3.5
                                                         ---------    ---------       ----------   ----------

   Net income (loss)                                          0.5 %        6.7 %           (0.5) %       0.5 %
                                                         =========    =========       ==========   ==========

<PAGE>
</TABLE>


Three  Months  Ended  September  29,  1998  Compared to the Three  Months  Ended
September 30, 1997.

         Net sales and service revenues for the three months ended September 29,
  1998 decreased 1.0% to $73,730,000 from $74,447,000 for the three months ended
  September 30, 1997.  This decrease is attributable to the October 1997 closing
  of the Westbury,  New York store,  partially  offset by an increase of 6.8% in
  comparable sales, plus two months of revenue from the Company's Manhattan, New
  York store. Sales from the commercial division increased 13.1% or $1,100,000.

        Gross revenues from the sale of product  protection  plans for the three
  months ended  September 29, 1998 decreased 3.5% to $3,408,000  from $3,531,000
  for the three months ended  September 30, 1997.  Incremental  costs related to
  these sales totaled $1,472,000 and $1,474,000 respectively, for the comparable
  periods.

        Gross profit as a percentage  of net sales and service  revenues for the
  three months ended September 29, 1998 decreased to 21.6% from 21.9% last year.
  This decrease was due to the significant  increase in revenue generated by the
  commercial division.  Gross margins in the commercial sales division decreased
  to 6.8% from 9.5% for the comparable periods.  Gross margins in the commercial
  sales division tend to be lower than gross margins on retail sales.

        Continuing  the trend  first  reported  in 1997,  selling,  general  and
  administrative  expenses  for  the  three  months  ended  September  29,  1998
  decreased  18.3% to $14,268,000  from  $17,471,000  for the three months ended
  September 30, 1997. This decrease was partially  achieved by reducing  payroll
  and other net selling expenses. Additionally, 1997's operating results include
  a charge of $1.5  million  related to the  closing of the  Westbury,  New York
  location.  Selling, general and administrative expenses as a percentage of net
  sales and service  revenues  decreased to 19.4% from 23.5% for the  comparable
  periods.

        The Company's  income from  operations  increased to $1,687,000  for the
  three months ended  September 29, 1998  compared to a loss from  operations of
  $1,185,000 for the three months ended September 30, 1997.

        Interest expense  increased 9.0% to  $1,657,000 from $1,520,000  for the
  comparable  period  last year  as a  result of  higher  interest on the Queens
  capitalized  lease  relative to  the  Queens  mortgage,  partially  offset  by
  reduced expense resulting  from average outstanding Debentures of $25,183,000,
  compared to $37,458,000 last year.

        The Company did not record a tax benefit or charge for the three  months
  ended September 29, 1998 or September 30, 1997, respectively.

        The   Company's   net  income   before   extraordinary   gain  on  early
  extinguishment  of debt for the  three  months  ended  September  29,1998  was
  $30,000  ($0.01 per share)  compared  to a net loss of  $2,705,000  ($0.37 per
  share) for the three months ended September 30, 1997.

        The Company's net income for the three months ended  September  29,1998,
  after  a  $338,000  extraordinary  gain on the  extinguishment  of  debt,  was
  $368,000 ($0.04 per share).  This compares to net income of $4,983,000  ($0.68
  per  share),  after an  extraordinary  gain on the  extinguishment  of debt of
  $7,688,000, for the three months ended September 30, 1997.



<PAGE>


Nine Months Ended September 29, 1998 Compared to the Nine Months Ended September
30, 1997.

     Net sales and service revenues for the nine months ended September 29, 1998
decreased  3.7% to  $209,569,000  from  $217,685,000  for the nine months  ended
September 30, 1997. This decrease is attributable to the October 1997 closing of
the  Westbury,  New York  store,  partially  offset  by an  increase  of 5.5% in
comparable sales, plus two months of revenue from the Company's  Manhattan,  New
York store. Sales from the commercial division increased 2.1% or $514,000.

     Gross  revenues  from the sale of  product  protection  plans  for the nine
months ended  September 29, 1998 decreased 6.3% to $9,699,000  from  $10,348,000
for the nine months ended  September  30, 1997.  This  decrease is attributed to
operating one less store during the first 7 months of 1998,  partially offset by
an increase of 1.0% in comparable store service contract  revenues.  Incremental
costs related to these sales totaled $4,250,000 and $4,391,000 respectively, for
the comparable periods.

     Gross profit as a percentage of net sales and service revenues for the nine
months ended  September 29, 1998  decreased to 22.0% from 22.2% last year.  This
decrease was primarily due to the increased  volume of revenue  generated by the
commercial division. Gross margins in the commercial sales division decreased to
6.9% from 9.7% for the comparable periods. Gross margins in the commercial sales
division tend to be lower than gross margins on retail sales.

     Selling,  general and  administrative  expenses  for the nine months  ended
September 29, 1998 decreased 13.3% to $43,346,000  from $49,970,000 for the nine
months ended  September  30, 1997.  This  decrease was achieved by operating one
less store for the first 7 months of 1998,  combined with  reductions in payroll
and other net selling expenses. Additionally, 1997's operating results include a
charge  of $1.5  million  related  to the  closing  of the  Westbury,  New  York
location.  Selling,  general and administrative  expenses as a percentage of net
sales and  service  revenues  decreased  to 20.7% from 23.0% for the  comparable
periods. This decrease was due to the reduced level of expenses.

     The Company's  income from  operations  improved to $2,788,000 for the nine
months ended September 29, 1998 compared to a loss from operations of $1,548,000
for the nine months ended September 30, 1997.

     Interest  expense  increased  3.6% to $5,045,000  from  $4,869,000  for the
comparable  period  last  year as a result  of  higher  interest  on the  Queens
capitalized lease, as compared to the previously existing mortgage,  offset by a
decrease  of  $11,900,000  in the  outstanding  balance  of 6  1/2%  Convertible
Subordinated Debentures.

     The  Company  did not record a tax  benefit  or charge for the nine  months
ended September 29, 1998 or September 30, 1997, respectively.

     The Company's net loss before extraordinary gain on early extinguishment of
debt for the nine months  ended  September  29, 1998 was  $2,257,000  ($0.28 per
share)  compared  to a net loss of  $6,417,000  ($0.88  per  share) for the nine
months ended September 30, 1997.

     The Company's net income for the nine months ended September 29,1998, after
a $1,309,000  extraordinary  gain on the  extinguishment  of debt,  was $948,000
($0.12 per share).  This compares to net income of $1,271,000 ($0.17 per share),
after an extraordinary gain on the extinguishment of debt of $7,688,000, for the
nine months ended September 30, 1997.

  Seasonality

     Sales  levels are  generally  highest in the fourth  quarter as a result of
increased demand for consumer  electronics  during the holiday season and higher
during either the second or third quarter, depending on weather conditions, as a
result of demand for room air conditioners during the summer months. The Company
experiences  a buildup  of room air  conditioner  inventory  during  its  second
quarter in  anticipation  of the May through  August selling season and consumer
electronics in the fourth quarter in anticipation of the holiday season.

  Liquidity and Capital Resources

     In  the  past,  the  Company  has  relied  primarily  upon  net  cash  from
operations, a revolving credit facility with institutional lenders and inventory
floor plan financing to fund its  operations and growth.  At September 29, 1998,
the Company had working capital of $18,098,000, which represented an increase of
$1,204,000  from December 30, 1997.  During the nine months ended  September 29,
1998, the Company  incurred net capital  expenditures  of $1,806,000,  increased
inventories  by  $30,000,  increased  short term  borrowing  by  $6,040,000  and
decreased trade payables by $2,100,000.

     In October 1996 the Company entered into a new  $35,000,000  secured credit
facility with more favorable  terms to the Company.  The secured credit facility
bears  interest  at the  bank's  base rate plus 1% or for a portion of the loan,
LIBOR  plus 3%. The  facility  expires in  October  1999.  All of the  Company's
unencumbered assets are pledged as collateral for the new facility. At September
29, 1998 , $29,601,000 was outstanding under this credit facility.

     Short-term  trade credit  represents a significant  source of financing for
inventory.  Trade credit arises from the willingness of the Company's vendors to
grant extended  payment terms for inventory  purchases and is financed either by
the  vendor or by  third-party  floor-planning  sources.  The  Company  utilizes
floor-planning  companies  which  in the  aggregate  at  any  one  time  provide
financing for approximately  10%-15% of the Company's inventory  purchases.  The
Company  typically grants the  floor-planning  companies a security  interest in
those products financed.

     The Company believes that its borrowings under available credit facilities,
short term trade  credit from  vendors and  inventory  floor plan  arrangements,
combined  with the impact on operating  results of the cost  reductions  already
implemented  and the continued  improvement  of  comparable  store sales will be
sufficient  to  fund  the  Company's  operations  and  its  anticipated  capital
expenditures,  including new stores,  of approximately $3 million.  No assurance
can be given that such cost reductions will produce the desired result.

     This Quarterly Report on Form 10-Q may contain forward-looking  information
about the Company. Many factors may cause the Company's actual results to differ
from  those set forth in any  forward-looking  statements  made by the  Company.
Accordingly,  there  can be no  assurances  that  any  future  results  will  be
achieved.

<PAGE>

Year 2000 Readiness

     The Company  has  initiated  a program to prepare  the  Company's  computer
systems and applications  for the year 2000. This is necessary  because computer
programs  have been  written  using two  digits  rather  than four to define the
applicable year. Any of the Company's computer programs that have time-sensitive
software  may  recognize a date using "00" as the year 1900 rather than the year
2000.  This  could  result  in  a  system  failure  or  miscalculation   causing
disruptions of operations,  including, among other things, a temporary inability
to process  normal  business  transactions.  In addition,  many of the Company's
vendors and service  providers are also faced with similar issues related to the
year 2000.

     In connection with the Company's programs related to year 2000,  management
has assessed  the  Company's  information  systems,  including  its hardware and
software  systems  and  embedded  systems  contained  in the  Company's  stores,
distribution  facilities  and corporate  headquarters.  Based on the findings of
this  assessment,  the  Company  has  commenced a plan to upgrade or replace the
Company's  hardware or software for year 2000 readiness as well as to assess the
year 2000 readiness of the Company's vendors and service providers. In addition,
the Company's management is currently  formulating  contingency plans, which, in
the event that the Company is unable to fully  achieve year 2000  readiness in a
timely manner,  or any of the Company's  vendors or service  providers  fails to
achieve  year  2000  readiness,  may be  implemented  to  minimize  the risks of
interruptions of the Company's business.

     Based on its assessment to date of the year 2000 readiness of the Company's
vendors,  service  providers and other third parties on which the Company relies
for  business  operations,  the Company  believes  that its  principal  vendors,
service  providers  and other  third  parties  are  taking  action for year 2000
compliance.  However,  the Company has limited  ability to test and control such
third parties' year 2000  readiness,  and the Company  cannot provide  assurance
that failure of such third parties to address the year 2000 issue will not cause
an interruption of the Company's business.

     The  Company  has  committed   significant  resources  in  connection  with
resolving its year 2000 issues.  The Company  expects that the  principal  costs
will be those  associated  with the  remediation  and  testing  of its  computer
applications.  The  Company  estimates  that the  total  costs  associated  with
implementing year 2000 readiness will be approximately $2.0 million,  consisting
of system replacement costs of $1.0 million,  and equipment  replacement of $1.0
million.  The Company anticipates that it will finance the cost of its year 2000
remediation.

     The Company expects to complete its year 2000  remediation by October 1999.
However,  the  Company's  ability to execute its plan in a timely  manner may be
adversely  affected  by a  variety  of  factors,  some of which are  beyond  the
Company's  control  including  turnover  of  key  employees,   availability  and
continuity  of  consultants  and the  potential  for  unforeseen  implementation
problems.  The Company's  business could be interrupted if the year 2000 plan is
not implemented in a timely manner, if the Company's vendors,  service providers
or other third parties are not year 2000 ready or if the  Company's  contingency
plans are not successful.  Based on current available information,  and although
no  assurance  can be  given,  the  Company  does  not  believe  that  any  such
interruptions  are likely to have a  material  adverse  effect on the  Company's
results of operation, liquidity or financial condition.

                                    Part II
                               Other Information:

ITEM 1.  Legal Procedures

                  Not applicable

ITEM 2.  Changes in Securities

                  Not applicable

ITEM 3.  Default Upon Senior Securities

                  Not applicable

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

                  Not applicable

ITEM  5. Other Information - Subsequent Events

          The Company's previous 10-Q report, for the three and six months ended
     June 30,  1998,  indicated  that Mr.  Robert G. Gross,  Chairman  and Chief
     Executive Officer, had entered into an agreement, dated August 17, 1998, to
     purchase  125,000 shares of Tops Appliance City, Inc. common stock from the
     Company's  founder,  Mr. Leslie S. Turchin.  The agreement was subsequently
     canceled due to the  volatility of the stock  market.  During the months of
     September and October,  Mr. Gross purchased  25,100 shares of Tops stock on
     the open market.

ITEM  6. Exhibits and Reports on Form 8-K

                 Not applicable


<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.

  Dated:

                                                TOPS APPLIANCE CITY, INC.


                                            BY: /s/ Thomas L. Zambelli
                                                --------------------------------
                                                Thomas L. Zambelli
                                                Executive Vice President and
                                                Chief Accounting Officer


<TABLE> <S> <C>

<ARTICLE>                     5
<MULTIPLIER>                  1,000
       
<S>                             <C>            <C>
<PERIOD-TYPE>                     9-MOS         3-MOS
<FISCAL-YEAR-END>            DEC-29-1998    DEC-29-1998
<PERIOD-END>                 SEP-29-1998    SEP-29-1998
<CASH>                             3,082          3,082
<SECURITIES>                           0              0
<RECEIVABLES>                      1,323          1,323
<ALLOWANCES>                           0              0
<INVENTORY>                       53,925         53,925
<CURRENT-ASSETS>                  61,036         61,036                       
<PP&E>                            29,074         29,074 
<DEPRECIATION>                         0              0
<TOTAL-ASSETS>                    96,489         96,489
<CURRENT-LIABILITIES>             42,938         42,938
<BONDS>                           37,109         37,109
                  0              0
                            0              0
<COMMON>                               0              0
<OTHER-SE>                        13,764         13,764
<TOTAL-LIABILITY-AND-EQUITY>      96,489         96,489
<SALES>                          209,569         73,730
<TOTAL-REVENUES>                 209,569         73,730
<CGS>                            163,435         57,775
<TOTAL-COSTS>                    163,435         57,775
<OTHER-EXPENSES>                  43,346         14,268
<LOSS-PROVISION>                       0              0
<INTEREST-EXPENSE>                 5,045          1,657
<INCOME-PRETAX>                   (2,257)            30
<INCOME-TAX>                           0              0
<INCOME-CONTINUING>               (2,257)            30
<DISCONTINUED>                         0              0
<EXTRAORDINARY>                    1,309            338
<CHANGES>                              0              0
<NET-INCOME>                        (948)           368
<EPS-PRIMARY>                      (0.12)          0.04
<EPS-DILUTED>                          0              0
        

</TABLE>


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