TOPS APPLIANCE CITY INC
10-Q, 1999-11-12
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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 28, 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   0-20498

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 September 28, 1999.






                                15,334,102 Shares

<PAGE>
1
                            TOPS APPLIANCE CITY, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                 September 28,    December 29,
                                                     1999             1998
                                                 -------------    ------------
<S>                                                   <C>              <C>
              ASSETS

Current Assets:
         Cash and cash equivalents                 $  2,526         $ 2,672
         Accounts receivable, net                     3,672           1,849
         Merchandise inventory                       36,177          62,060
         Prepaid expenses and other current assets    1,801           3,128
                                                     ------          ------
              Total Current Assets                   44,176          69,709

Property, equipment & leasehold improvements, net    28,606          29,883
Deferred taxes                                        2,958           2,958
Other assets                                          5,251           3,663
                                                    -------        --------
         Total Assets                               $80,991        $106,213
                                                    =======        ========

         LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

         Short-term borrowings                      $19,091        $ 30,718
         Accounts payable                             7,131          12,309
         Current portion of capital lease               124             124
         Accrued liabilities and taxes payable        1,313           3,994
         Customer deposits                            2,864           3,236
         Deferred taxes                               2,958           2,958
                                                   --------        --------
                  Total Current Liabilities          33,481          53,339

Long-term debt                                       20,368          20,403
Capital lease, net of current portion                15,887          15,979
Deferred rent                                         2,709           2,188
Other liabilities                                       696             722

Shareholders' equity                                  7,850          13,582
                                                   --------        --------

Total Liabilities and Shareholders' Equity         $ 80,991       $ 106,213
                                                   ========       =========
</TABLE>

See accompanying notes.


<PAGE>



                           TOPS APPLIANCE CITY, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                          THREE AND NINE MONTHS ENDED
                   SEPTEMBER 28, 1999 AND SEPTEMBER 29, 1998
                    (Dollars in thousands except share data)
                                  (Unaudited)

<TABLE>
<CAPTION>

                                    3rd      3rd        Nine         Nine
                                  Quarter  Quarter   Months Ended  Months Ended
                                   1999     1998       9/28/99       9/29/98
                                  -------  -------   ------------  ------------

<S>                                <C>      <C>         <C>            <C>

Net sales and service revenues   $ 79,451  $ 73,730   $ 214,593     $ 209,569

Cost of sales                      61,859    57,775     166,528       163,435
                                 --------  --------   ---------     ---------
Gross profit                       17,592    15,955     48,055         46,134

Selling, general and
 administrative expenses           16,566    14,436     48,979         43,851
                                 --------  --------   --------      ---------
Income (loss) from operations       1,026     1,519      (914)          2,283

Equity in (loss) of joint venture    (50)       -        (254)            -

Interest expense                  (1,377)    (1,489)   (4,574)         (4,541)
                                 --------  --------   --------      ---------

Income (loss) before benefit for
  income taxes and extraordinary
  item                              (401)        30    (5,742)         (2,257)

Benefit for income taxes              -          -         -              -
                                  -------  --------   --------       --------

Income (loss) before extra-
 ordinary item                      (401)        30    (5,742)         (2,257)

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

Net income (loss)                 $ (401)  $   368    $(5,742)       $   (948)
                                  =======  =======    ========       ====+====

Net income (loss) per common
  share (basic) before
  extraordinary item              $(0.03)  $  0.01    $ (0.38)       $ (0.28)

Income per common share (basic)
  attributable to extraordinary
  item                              0.00      0.03       0.00           0.16
                                 -------  --------   --------       --------

Net income (loss) per common
  share (basic)                   $(0.03)   $ 0.04     $ (0.38)        (0.12)
                                  =======  =======     ========     =========

Common shares outstanding     15,334,102 9,677,056   14,973,936    8,105,758
                              ========== =========   ==========    =========

Income per common share
  (diluted) before                       $    0.00
  extraordinary item                     ---------
Income per common share
  (diluted) attributable to                   0.03
  extraordinary item                     ---------

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 28, 1999 AND SEPTEMBER 29,1998
                             (Amounts in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    For the nine months ended
                                                      9/28/99      9/29/98
                                                      -------      -------
<S>                                                    <C>           <C>

Cash flows from operating activities:

     Net loss                                        $ (5,742)     $   (948)

Adjustments to reconcile net loss to
  net cash provided by (used in)
  operating activities:

     Depreciation and amortization                      3,104         3,444
     Deferred rent                                        521           171
     Extraordinary gain on debt extinguishment             -         (1,309)
     Accounts receivable                               (1,823)         (222)
     Inventory                                         25,883           (30)
     Prepaid expenses and other current assets          1,327          (626)
     Accounts payable                                  (2,446)       (3,351)
     Sales tax payable                                   (910)         (602)
     Accrued liabilities and income taxes payable      (1,771)       (2,199)
     Customer deposits                                   (372)         (751)
     Other assets                                      (1,820)       (1,181)
     Other liabilities                                    (26)          (53)
                                                     ---------     ---------

Net cash provided by (used in) operating activities     15,925       (7,657)

Cash flows from investing activities:

     Capital expenditures, net                          (1,595)      (2,310)
                                                     ----------    ---------
Net cash used in investing activities                   (1,595)      (2,310)

Cash flows from financing activities:

     Short-term borrowings                             (11,627)       6,040
     Cash overdrafts                                    (2,732)       1,251
     Notes Payable                                        (127)      (1,678)
     Proceeds from Issuance of Additional Capital          -          5,040
     Proceeds from Exercise of Stock Options               -             21
     Proceeds from Employee Stock Purchase Plan             10            7
                                                     ----------    ---------

Net cash provided by (used in) financing activities    (14,476)      10,681
                                                     ----------    ---------

Increase in cash and cash equivalents                     (146)         714

Cash and cash equivalents, beginning of period           2,672        2,368
                                                     ----------    ---------

Cash and cash equivalents, end of period              $  2,526     $  3,082
                                                      ========     ========

NON-CASH TRANSACTIONS:
Debenture Exchange                                    $     35     $  7,590
                                                      ========     ========
</TABLE>


<PAGE>

                            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 1998
         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 28, 1999 and September 29, 1998.

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


NOTE  2.

         On October 29, 1999, the Company closed on an agreement to sell three
         store leases to Best Buy for the sum of $10.5 million.  The Company
         at that time received 20% of the proceeds. The balance of the proceeds
         will be received when the stores are turned over to Best Buy, which is
         anticipated to occur during the first week of December 1999.  The
         Company is presently in negotiations to sell additional stores
         currently under lease.

         The Company will be converting to a unique new store format, in which
         it will  be  focusing on the sale of  major  appliances,  housewares,
         kitchen cabinets and countertops. Tops' new stores will average 20,000
         to 25,000  square feet which compares to an average of 50,000  square
         feet in Tops' old format. The Company will discontinue its offerings of
         personal computers and related hardware, consumer electronics, as well
         as bedding and office furniture.

<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
                                  9/28/99    9/29/98        9/28/99   9/29/98
                                  -------    -------        -------   -------
<S>                                <C>        <C>            <C>       <C>

Net sales and service revenues    100.0%     100.0%         100.0%       100.0%

Cost of sales                      77.9       78.4           77.6         78.0
                                  -----      -----          -----        ------

Gross profit                       22.1       21.6           22.4         22.0

Selling, general and
  administrative expenses          20.8       19.6           22.8         20.9
                                  -----      -----          -----        ------

Income (loss) from operations       1.3        2.0           (0.4)         1.1

Equity in (loss) of joint venture  (0.1)       0.0           (0.1)         0.0

Interest expense                   (1.7)      (2.0)          (2.1)        (2.2)
                                  -----      -----          -----        ------

Income (loss) before benefit
  for Income taxes and
  extraordinary item               (0.5)       0.0           (2.6)        (1.1)

Benefit for income taxes            0.0        0.0            0.0          0.0
                                  -----      -----          -----        ------
Income (loss) before
  extraordinary item               (0.5)       0.0           (2.6)        (1.1)

Extraordinary item - gain on
  debt extinguishment               0.0        0.5            0.0          0.6
                                  -----      -----          -----        ------

Net income (loss)                  (0.5)%      0.5%          (2.6)%       (0.5)%
                                  ======     =====          ======        =====
</TABLE>


<PAGE>


Three Months Ended September 28, 1999 Compared to the Three Months Ended
September 29, 1998.

        Net sales and service revenues for the three months ended September 28,
1999 increased 7.8% to $79,451,000 (10 stores) from  $73,730,000 (8 stores) for
the three months ended  September 29, 1998.  This increase is  attributable  to
improved sales of air conditioners and revenues generated by the 3 most recently
opened stores in Manhattan and Brooklyn.  Sales of home appliances, air
conditioners, housewares and kitchen cabinetry increased 33.0% to $51,454,000
from $38,697,000,  while sales of consumer electronics declined by 20.8%
compared to the same period last year. Sales from the commercial division
decreased by 8.4% or $798,000.

        Gross revenues from the sale of product protection  plans for the three
months ended  September 28, 1999 increased 2.6% to $3,495,000  from $3,408,000
for the three months ended  September 29, 1998.  This increase is attributable
to improved sales of room air conditioners  and incremental  revenues from the
recently  opened  stores.  Incremental  costs  related to these sales  totaled
$1,444,000 and $1,472,000, respectively, for the comparable period.

        Gross profit for the quarter ended  September 28, 1999, increased 10.3%
to $17,592,000 from $15,955,000 for the comparable  period.  Gross profit as a
percentage  of net sales and  service  revenues  for the  three  months  ended
September 28, 1999 increased to 22.1% from 21.6% last year.  This increase was
due in part to the significant  improvement in sales of higher-margin room air
conditioners.  Gross margins generated from the sales of home appliances, air
conditioners, housewares, and kitchen cabinetry averaged 25.7%, versus 15.6%
for electronics.  Gross margins in the commercial sales division decreased to
6.6% from 6.8% for the  comparable  period.  Gross margins in the commercial
division tend to be lower than gross margins on retail sales.

        Selling, general and administrative expenses for the three months ended
September 28, 1999  increased  14.7% to  $16,566,000  from  $14,436,000 in the
three months ended September 29, 1998. This  unfavorable  change is the result
of the increased  level of operating  expenses  associated  with the three new
stores in New York ($2.1 million) as well as increased  costs  attributable to
the new Tops  private  label  credit card ($0.6  million)  which  replaced the
previous GECC Tops card. The effects of these factors were partially offset by
a continued  focus on cost  containment,  which  resulted in a decrease of all
other operating expenses in the amount of $600,000.

        The Company's income from operations  decreased 32.5% to $1,026,000 for
the three months ended September 28, 1999 compared to net income of $1,519,000
for the three months ended September 29,1998.

        The Company's 49% interest in Electronics.Net LLC, a joint venture
formed with CyberShop Holding Corp., resulted in incremental costs of $50,000
for  the  quarter  ended  September 28, 1999.  This partnership commenced
operations in October 1998.

         Interest  expense decreased 7.5% to $1,377,000 from $1,489,000 for the
comparable period last year as a result of reduced  borrowings on the revolving
credit facility and lower  interest  on the 6 1/2%  Convertible  Subordinated
Debentures.

        The Company did not record a tax benefit in the third quarter of 1999
or 1998.

        The Company's net loss before extraordinary items for the three months
ended September 28, 1999 was $401,000 ($0.03 per share) compared to net income
of $30,000 (0.01 per share) for the comparable period.

        During the third quarter of 1998, the Company repurchased $750,000
face value of 6 1/2%  Original  Subordinated Debentures resulting  in a net
extraordinary  gain of  $338,000.  No such transaction took place during the
third quarter of 1999.

        The Company's  net loss  after the extraordinary gain on the early
extinguishment of debt was $401,000 ($0.03 per share) compared to net income
of $368,000 ($0.04 per share) for 1998.


Nine Months Ended September 28, 1999 Compared to the Nine Months Ended September
29, 1998.

        Net sales and service  revenues for the nine months ended  September 28,
1999 increased 2.4% to $214,593,000 (10 stores) from $209,569,000 (8 stores) for
the nine months ended  September  29, 1998.  This  increase is  attributable  to
improved sales of air  conditioners  and revenues  generated by the three newest
stores in Manhattan and Brooklyn.  Sales of home appliances, air conditioners,
housewares and kitchen cabinetry rose 13.0% to $120,688,000 from $106,822,000,
while sales of consumer  electronics declined by 8.8% compared to the same
period last year. Sales from the commercial division decreased by 4.5% or
$1,128,000.

        Gross  revenues from the sale of product  protection  plans for the nine
months ended  September 28, 1999 decreased 0.8% to $9,617,000  from $9,699,000
for the nine months ended September 29, 1998. This decrease is attributable to
price deflation and the associated decline in service contract  penetration on
consumer  electronics.  Incremental  costs  related  to  these  sales  totaled
$4,071,000 and $4,250,000, respectively, for the comparable periods.

        Gross profit as a percentage  of net sales and service  revenues for the
nine months ended  September 28, 1999 increased to 22.4% from 22.0% last year.
The increase was primarily due to increased  sales of  higher-margin  room air
conditioners.  Gross margins generated from the sales of home appliances, room
air conditioners, housewares and kitchen cabinetry averaged 25.6%, versus 18.3%
for  electronics.  Gross margins in the commercial sales division decreased to
6.8% from 6.9% for the  comparable  period. 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 28, 1999 increased  11.7% to $48,979,000  from  $43,851,000  for the
nine months ended  September 29, 1998. This  unfavorable  change resulted from
the increased level of operating expenses associated with the three new stores
in New York ($6.3 million) as well as increased costs  attributable to the new
Tops private  label credit card ($1.7  million),  which  replaced the previous
GECC Tops  Card.  The  effects of these  factors  were  partially  offset by a
continued focus on cost containment, which resulted in a decrease of all other
operating expenses in the amount of $2.9 million.

        The Company  experienced a net loss from  operations of $914,000 for the
nine months ended September 28, 1999, compared to net income of $2,283,000 for
the nine months ended September 29,1998.

        The Company's  participation in  Electronics.Net  LLC for the nine
months of 1999 resulted in additional  expenses of $254,000.  This entity
commenced operations in October 1998.

         Interest  expense increased 0.7% to $4,574,000 from $4,541,000 for the
comparable period last year as a result of the Queens capitalized lease, offset
by lower  interest  on  the 6  1/2%  Convertible  Subordinated  Debentures  and
decreased borrowing on the revolving credit facility.

        The  Company did not record a tax  benefit  for the nine  months  ended
September 28, 1999 or September 29, 1998.

        The Company's net loss before  extraordinary  items for the nine months
ended September  28, 1999 was  $5,742,000  ($0.38 per share) compared to a net
loss of $2,257,000  ($0.28 per share) for the nine months ended September 29,
1998.

        During the nine months of 1998, the Company repurchased $3,000,000 face
value  of  6  1/2%  Original  Subordinated  Debentures,  resulting  in  a  net
extraordinary  gain of $1,309,000.  No such transactions took place during the
comparable period for 1999.

        For the nine months ended  September  28,1999,  the  Company's  net loss
after  the  extraordinary  gain  on  the  early  extinguishment  of  debt  was
$5,742,000  compared to a loss of $948,000 for the nine months ended September
29, 1998.

Seasonality

        Sales levels are highest 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.

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 28, 1999,
the Company had working capital of $10,695,000,  which represented a decrease of
$5,675,000  from December 29, 1998.  During the nine months ended  September 28,
1999, the Company  incurred net capital  expenditures  of $1,595,000,  decreased
inventories by  $25,883,000,  decreased  short term borrowing by $11,627,000 and
decreased trade payables by $5,178,000.

        The Company maintains a $40,000,000 secured credit facility, expiring in
October 2001,  which bears  interest at the bank's base rate plus 1% or, for a
portion of the loan, LIBOR plus 3%. All of the Company's  unencumbered  assets
are pledged as  collateral  for the new  facility.  As of September  28, 1999,
$19,091,000 was outstanding and $1,475,000 was available for borrowings  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% of the Company's inventory purchases.  Payment
terms generally vary up to 150 days, depending upon the inventory product. 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,  revenues realized from the Best Buy transaction, 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
improved  performance of recently opened stores will be sufficient to fund the
Company's operations and its anticipated capital  expenditures,  excluding new
stores, of approximately $ 1 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.

Year 2000 Compliance

        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 had formulated  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 fail to achieve year 2000 readiness,  may be implemented to minimize
the risks of interruptions to 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  replacement  and testing of its  computer
applications,  all of which are  expected  to be  replaced or upgraded during
the current year. The Company  estimates that the total  external  costs
associated  with implementing   year  2000  readiness  will  be  approximately
$3.0  million, consisting of system replacement (GERS Retail Systems) costs of
$1.0 million, equipment replacement of $1.0 million and consulting  costs of
$1.0 million.  During the nine months of 1999, the Company incurred $2,000,000
of consulting and  equipment-related expenditures  associated  with year 2000
readiness. The Company will finance $2.2  million  of the cost of its year 2000
remediation through a new credit facility with the balance funded by income
generated from operations.

         The Company's  ability to execute its plan in a timely manner has been
adversely  affected  by a variety  of  factors,  some of which are  beyond the
Company's  control,  including  availability  and  continuity  of  consultants,
turnover of key  employees and unforeseen  implementation problems.
Consequently, the Company has decided to move forward with its year 2000
contingency  plan in order to minimize the risk of  interruptions to the
Company's business.

         The  contingency  plan  includes  two segments:  First, the complete
conversion of the existing financial system to the GERS Retail Systems software
package.  This component is currently in the testing phase and is anticipated
to be fully implemented and operational by December 15, 1999.  Second, the
point of sale (POS) and inventory systems are currently being upgraded to
year 2000 compliant versions of the existing software, which is anticipated
to be completed by November 15, 1999.  The POS and inventory systems will then
be converted to the GERS Retail Systems software during the first quarter 2000.
Because the Company believes that the risks of year 2000 compliance are not
material in light of its implementation of its contingency plan, the Company
has not developed any further contingency plans. The Company does not believe
that any  interruptions  are likely  to have a material  adverse  effect on the
Company's  results of operation, liquidity or financial condition.

<PAGE>

Part II
Other Information:

ITEM 1.        Legal Proceedings

               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

               Not applicable

ITEM 6.        Exhibits and Reports on Form 8-K

               Form 8-K,  filed  August  19,1999,  regarding  changes  to the
               Beneficial Stock Ownership table.

               Form 8-K, filed September 17, 1999,  superseding the August 19
               Form 8-K filing.

               Form 8-K,  filed October 28, 1999,  regarding the sale of
               store leases to Best Buy.

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:  November 12, 1999

                                   TOPS APPLIANCE CITY, INC.


                                   BY: /s/ Thomas L. Zambelli
                                       -------------------------
                                       Thomas L. Zambelli
                                       Chief Accounting Officer


<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                         1,000
<CIK>                         0000888470
<NAME>                        TOPS 10-Q

<S>                             <C>            <C>

<PERIOD-TYPE>                  9-MOS          3-MOS
<FISCAL-YEAR-END>              DEC-28-1999    DEC-28-1999
<PERIOD-END>                   SEP-28-1999    SEP-28-1999
<CASH>                            2,526          2,526
<SECURITIES>                          0              0
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<CURRENT-ASSETS>                 44,176         44,176
<PP&E>                           28,606         28,606
<DEPRECIATION>                        0              0
<TOTAL-ASSETS>                   80,991         80,991
<CURRENT-LIABILITIES>            33,481         33,481
<BONDS>                          20,368         20,368
                 0              0
                           0              0
<COMMON>                              0              0
<OTHER-SE>                        7,850          7,850
<TOTAL-LIABILITY-AND-EQUITY>     80,991         80,991
<SALES>                         214,593         79,451
<TOTAL-REVENUES>                214,593         79,451
<CGS>                           166,528         61,859
<TOTAL-COSTS>                   166,528         61,859
<OTHER-EXPENSES>                 48,979         16,566
<LOSS-PROVISION>                      0              0
<INTEREST-EXPENSE>                4,574          1,377
<INCOME-PRETAX>                  (5,742)          (401)
<INCOME-TAX>                          0              0
<INCOME-CONTINUING>              (5,742)          (401)
<DISCONTINUED>                        0              0
<EXTRAORDINARY>                       0              0
<CHANGES>                             0              0
<NET-INCOME>                     (5,742)          (401)
<EPS-BASIC>                     (0.38)         (0.03)
<EPS-DILUTED>                         0              0




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