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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 quarterly period ended September 27, 2008

or

o  Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Commission File No. 0-19621

APPLIANCE RECYCLING CENTERS OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

952-930-9000

(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 (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  o No

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

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

o Yes  x No

As of October 31, 2008, there were outstanding 4,577,777 shares of the registrant’s Common Stock, without par value.

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Appliance Recycling Centers of America, Inc. and Subsidiaries

Form 10-Q

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For the Quarter Ended September 27, 2008

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PART I.  FINANCIAL INFORMATION

Item 1:  Financial Statements

Appliance Recycling Centers of America, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

See accompanying notes.

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Appliance Recycling Centers of America, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

See accompanying notes.

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Appliance Recycling Centers of America, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

See accompanying notes.

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Appliance Recycling Centers of America, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.              Nature of Business and Basis of Presentation

Appliance Recycling Centers of America, Inc. and Subsidiaries (“we,” the “Company” or “ARCA”) are in the business of providing turnkey recycling services for major household appliances for electric utilities and other sponsors of energy efficiency programs.  We also sell new appliances through a chain of company-owned factory outlet stores under the name ApplianceSmart®.

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and Article 8 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the “SEC”).  Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.  In the opinion of management, normal and recurring adjustments and accruals considered necessary for a fair presentation for the periods indicated have been included.  Operating results for the three-month and nine-month periods ended September 27, 2008 and September 29, 2007 are presented using 13-week and 39-week periods, respectively.  The results of operations for any interim period are not necessarily indicative of the results for the year.

These financial statements should be read in conjunction with the Company’s audited financial statements and related notes thereto for the year ended December 29, 2007 included in the Company’s Form 10-K filed with the SEC on March 28, 2008.

Principles of consolidation:  The consolidated financial statements include the accounts of Appliance Recycling Centers of America, Inc. and our subsidiaries.  All significant intercompany accounts and transactions have been eliminated in consolidation.

We are a majority (60%) owner in North America Appliance Company, LLC (“NAACO”).  NAACO is a retailer of special-buy appliances in Texas.  Because NAACO has a net shareholders’ deficit, no minority interest has been recognized on our consolidated balance sheet, and 100% of NAACO’s operations are included in our consolidated financial statements.

We are a majority (60%) owner in Productos Duraderos de Norte America (“PDN”), a Mexican corporation.  PDN refurbishes household window air conditioners for sale through our NAACO operation in McAllen, Texas, and through our ApplianceSmart® outlet stores. PDN has operated at a loss and therefore 100% of PDN’s operations are included in our consolidated financial statements.

ARCA Canada Inc. (“ARCA Canada”) a Canadian corporation is a wholly owned subsidiary of ARCA, and its operating results are included in our consolidated financial statements.

Reclassifications:  Certain prior year items have been reclassified to conform to current year presentation.  The Company reclassified interest income from other income (expense) to offset interest expense.

2.              Recent Accounting Pronouncements

In May 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 162, The Hierarchy of Generally Accepted Accounting Principles.  This standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with generally accepted accounting principles in the United States for non-governmental entities.  SFAS No. 162 is effective 60 days following approval by the SEC of the Public Company Accounting Oversight Board’s amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.  We do not expect SFAS No. 162 to have a material impact on the preparation of our consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities.  SFAS No. 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows.  SFAS No. 161 also improves transparency about the location and amounts

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of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under SFAS No. 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows.  SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.  We do not believe the adoption of SFAS No. 161 will have a material effect on our results of operations or financial position.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements and amendment of ARB No. 51.  This statement establishes accounting and reporting standards for noncontrolling interests in subsidiaries and for the deconsolidation of subsidiaries and clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements.  This statement also requires expanded disclosures that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary.  SFAS No.160 is effective for fiscal years beginning on or after December 15, 2008.  We do not believe the adoption of SFAS No. 160 will have a material effect on our results of operations or financial position.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations.  While this statement retains the fundamental requirement of SFAS No. 141 that the acquisition method of accounting (which SFAS No. 141 called the purchase method) be used for all business combinations, SFAS No. 141 (Revised 2007) now establishes the principles and requirements for how an acquirer in a business combination:  recognizes and measures in its financial statements, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in the acquiree; recognizes and measures the goodwill acquired in the business combination or the gain from a bargain purchase; and determines what information should be disclosed in the financial statements to enable users of the financial statements to evaluate the nature and financial effects of the business combination.  SFAS No. 141 (Revised 2007) is effective for fiscal years beginning on or after December 15, 2008.  We do not believe the adoption of SFAS No. 141 will have a material effect on our results of operations or financial position.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value.  SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.  The adoption of SFAS No. 159 on December 30, 2007 had no impact on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements.  This statement defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements.  SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007; however, during February 2008, the FASB issued FASB Staff Position (“FSP”) No. 157-2 which deferred the effective date of certain provisions of SFAS 157 until fiscal years beginning after November 15, 2008.  We adopted the provisions of SFAS No. 157 that were not deferred under FSP No. 157-2 effective December 30, 2007.  The adoption had no impact on our consolidated financial statements.

3.              Significant Accounting Policies

Cash and cash equivalents:  We consider all highly liquid investments purchased with original maturity dates of three months or less to be cash equivalents.  We maintain our cash in bank deposit and money-market accounts which, at times, exceed federally insured limits.  We have not experienced any losses in such accounts.

Trade receivables:  We carry trade receivables at original invoice amount less an estimate made for doubtful accounts based on a monthly review of all outstanding amounts.  Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions.  We write off trade receivables when we deem them uncollectible.  We record recoveries of trade receivables previously written off when we receive them.  We consider a trade receivable to be past due if any portion of the receivable balance is outstanding for more than 90 days.  We do not charge interest on past due receivables.  Our management considers the allowance for doubtful accounts of $306,000 and $152,000 to be adequate to cover any exposure to loss as of September 27, 2008 and December 29, 2007, respectively.

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Inventories:  Inventories, consisting principally of appliances, are stated at the lower of cost, determined on a first-in, first-out (FIFO) basis, or market and consist of:

We provide estimated provisions for the realizability of our appliance inventories, including adjustments to market, based on various factors including the age of such inventory and our management’s assessment of the need for such provisions.  We look at historical inventory agings and margin analysis in determining our provision estimate.  We believe the provisions of $89,000 and $84,000 are adequate as of September 27, 2008 and December 29, 2007, respectively.

Property and equipment:  Property and equipment are stated at cost.  We compute depreciation using straight-line and accelerated methods over the following estimated useful lives:

We amortize leasehold improvements on a straight-line basis over the shorter of their estimated useful lives or the underlying lease term.  Repair and maintenance costs are charged to operations as incurred.

Property and equipment consists of the following:

Software development costs:  We capitalize software developed for internal use in accordance with Statement of Position (“SOP”) 98-1 and are amortizing such costs over its estimated useful life of three to five years.

 Accounting for long-lived assets:  We evaluate long-lived assets such as property and equipment for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable.  We assess impairment based on the estimated future net undiscounted cash flows expected to result from the use of the assets, including cash flows from disposition.  Should the sum of the expected future net cash flows be less than the carrying value, we recognize an impairment loss at that time.  We measure an impairment loss by comparing the amount by which the carrying value exceeds the fair value (estimated discounted future cash flows or appraisal of assets) of the long-lived assets.  We recognized no impairment charges during the three or nine months ended September 27, 2008 or September 29, 2007.

Deferred financing fees:  Deferred financing fees are presented in the consolidated balance sheet as a component of other assets and are reported net of accumulated amortization.  We record amortization expense on a straight-line basis over the term of the underlying debt.

Accounting for leases:  We conduct the majority of our retail and recycling operations from leased facilities.  The leases require payment of real estate taxes, insurance and common area maintenance in addition to rent.  The terms of our lease agreements typically range from five to ten years.  Most of the leases contain renewal clauses and escalation clauses, and certain store leases require contingent rents based on factors such as revenue.

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For leases that contain predetermined fixed escalations of the minimum rent, we recognize the related rent expense on a straight-line basis from the date we take possession of the property to the end of the initial lease term.  We record any difference between straight-line rent amounts and amounts payable under the leases as part of deferred rent in accrued expenses.

Cash or lease incentives (tenant allowances) received upon entering into certain store leases are recognized on a straight-line basis as a reduction to rent from the date we take possession of the property through the end of the initial lease term.

Product warranty:  We provide a warranty for the replacement or repair of certain defective units.  Our standard warranty policy requires us to repair or replace certain defective units at no cost to our customers.  We estimate the costs that may be incurred under our warranty and record an accrual in the amount of such costs at the time we recognize product revenue.  Factors that affect our warranty accrual for covered units include the number of units sold, historical and anticipated rates of warranty claims on these units, and the cost of such claims.  We periodically assess the adequacy of our recorded warranty accrual and adjust the amounts as necessary.

Changes in our warranty accrual are as follows:

Income taxes:  Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards, and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of our management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.  Realization of deferred tax assets is dependent upon sufficient future taxable income during the periods when deductible temporary differences and carryforwards are expected to be available to reduce taxable income.

Share-based compensation:  We implemented the fair value recognition provisions of SFAS No. 123 (revised 2004), Share Based Payment, effective January 1, 2006 using the modified prospective method.  Under this method, we recognize compensation expense on a straight-line basis over the vesting period for all stock-based awards granted on or after January 1, 2006, and for previously granted awards not yet vested as of January 1, 2006.  We use the Black-Scholes option pricing model to determine the fair value of awards at the grant date.  We calculate the expected volatility for stock options and awards using historical volatility.  We estimate a 0%-5% forfeiture rate for stock options issued to all employees and Board of Directors members, but will continue to review these estimates in future periods.  The risk-free rates for the expected terms of the stock options are based on the U.S. Treasury yield curve in effect at the time of the grant.  The expected life represents the period that the stock option awards are expected to be outstanding.  The expected dividend yield is zero as we have not paid or declared any cash dividends on our common stock.  Based on these valuations, we recognized share-based compensation expense of $181,000 and $419,000 for the three and nine months ended September 27, 2008, respectively, and share-based compensation expense of $35,000 and $72,000 for the three and nine months ended September 29, 2007, respectively.  We estimate that the expense for the remainder of fiscal 2008 will be approximately $129,000, based on the value of options outstanding as of September 27, 2008.  This estimate does not include any expense for additional options that may be granted and vest during 2008.

Comprehensive income:  The components of comprehensive income include net income and the effects of foreign currency translation adjustments.  The net of tax effect of the foreign currency translation adjustment for the three and nine months ended September 27, 2008 was not significant and was a loss of $47,000, respectively. The net of tax effect of the foreign currency translation adjustment for the three and nine months ended September 29, 2007, resulted in $56,000 of comprehensive income for both periods.

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Revenue recognition:  We recognize revenue from appliance sales in the period the consumer purchases and pays for the appliances, net of an allowance for estimated returns.  We recognize revenue from appliance recycling when we collect and process a unit.  We recognize byproduct revenue upon shipment.

We recognize revenue on extended warranties with retained service obligations on a straight-line basis over the period of the warranty in accordance with FASB Technical Bulletin 90-1, Accounting for Separately Priced Extended Warranty and Product Maintenance Contracts.  On extended warranty arrangements we sell but others service for a fixed portion of the warranty sales price, we recognize revenue for the net amount retained at the time of sale of the extended warranty to the consumer.

We include shipping and handling charges to customers in revenues, which are recognized in the period the consumer purchases and pays for the delivery.  Shipping and handling costs that we incur are included in cost of revenues.

Taxes collected from customers:  In June 2006, the FASB ratified the consensus of Emerging Issues Task Force (EITF) Issue No. 06-3, How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation).  EITF 06-3 concluded that the presentation of taxes imposed on revenue-producing transactions (sales, use, value added and excise taxes) on either a gross (included in revenues and costs) or a net (excluded from revenues) basis is an accounting policy that should be disclosed.  We adopted EITF 06-3 during the year ended December 29, 2007, and it did not have any impact on our results of operations or financial position.  Our policy is to present taxes imposed on revenue-producing transactions on a net basis.

Segment information:  A business segment is a distinguishable component of an enterprise that is engaged in providing an individual product or service or a group of related products or services and that is subject to risks and returns that are different for those of other business segments.  We operate two reportable segments:  retail and recycling.  The retail operation is comprised of sales generated through our ApplianceSmart® Factory Outlet stores.  The recycling operation is comprised of all fees charged for collecting, recycling and installing appliances for utilities and other customers as well as byproduct revenues.

Estimates:  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant items subject to estimates and assumptions include the valuation allowances for accounts receivable, inventories and deferred tax assets, accrued expenses, and the assumptions we use to value share-based compensation.  Actual results could differ from those estimates.

Fair value of financial instruments:  The following methods and assumptions are used to estimate the fair value of each class of financial instrument:

Cash, cash equivalents, accounts receivable and accounts payable:  Due to their nature and short-term maturities, the carrying amounts approximate fair value.

Short- and long-term debt:  The fair value of short- and long-term debt has been estimated based on discounted cash flows using interest rates being offered for similar debt having the same or similar remaining maturities and collateral requirements.

No separate comparison of fair values versus carrying values is presented for the aforementioned financial instruments since their fair values are not significantly different than their balance sheet carrying amounts.  In addition, the aggregate fair values of the financial instruments would not represent the underlying value of our Company.

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4.              Accrued Expenses

Accrued expenses consist of the following:

5.              Basic and Diluted Net Income Per Share

Basic per share amounts are computed, generally, by dividing net income by the weighted average number of common shares outstanding.  Diluted per share amounts assume the conversion, exercise or issuance of all potential common stock instruments unless their effect is anti-dilutive, thereby reducing the loss or increasing the income per common share.

In arriving at diluted weighted average shares and per share amounts, we included options with exercise prices below average market prices, for the respective fiscal periods in which they were dilutive, using the treasury stock method.  We calculated the number of potentially dilutive shares by assuming the outstanding stock options were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the period.  As of September 27, 2008, we excluded 222,500 options from the diluted weighted-average share outstanding calculation as the effect of these options is anti-dilutive.  As of September 29, 2007, all options were dilutive.

A reconciliation of the denominator in the basic and diluted income per share is as follows:

6.              Line of Credit

At September 27, 2008, we had an $18,000,000 line of credit with a lender.  The interest rate on the line as of September 27, 2008 was prime plus 1.5 percentage points or 6.5%.  The amount of borrowings available under the line of credit is based on a formula using receivables and inventories.  Our unused borrowing capacity under this line was $1,089,000 at September 27, 2008.  The line of credit has a stated maturity date of December 31, 2010, if not renewed, and 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 collateralized by substantially all our assets, excluding the two buildings which have mortgages attached, and requires minimum monthly interest payments of $58,000, regardless of the outstanding principal balance.  The lender is also secured by an inventory repurchase agreement with Whirlpool Corporation for purchases from Whirlpool Corporation only.  The loan requires that we meet certain financial covenants, provides payment penalties for noncompliance and prepayment,

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limits the amount of other debt we can incur, limits the amount of spending on fixed assets, and prohibits payments of dividends.  At September 27, 2008, we were in compliance with the terms of the loan agreement.

In September 2008, we entered into a master equipment lease line with Carlton Financial providing up to $200,000 in available funds.  As of September 27, 2008, we had not utilized the lease line.

7.              Long-Term Obligations

Long-term debt and capital lease obligations consisted of the following:

8.              Commitments and Contingencies

Contracts:  We have entered into contracts with three of our appliance vendors.  Under the agreements there are no minimum purchase commitments; however, we have agreed to indemnify the vendors for certain claims, allegations or losses with respect to appliances we sell.

Litigation:  In December 2004, we filed suit in the U.S. District Court for the Central District of California alleging that JACO Environmental, Inc. (“JACO”) and one of our former consultants fraudulently obtained U.S. Patent No. 6,732,416 in May 2004 covering appliance recycling methods and systems that were originally developed by us beginning in 1987 and used in serving more than forty-five electric utility appliance recycling programs since that time.  We are seeking an injunction to prevent JACO from claiming that it obtained a valid patent on appliance recycling processes that we believe is based on methods and processes we invented.  In addition, we are seeking a finding by the Court that the patent obtained by JACO is unenforceable due to inequitable conduct before the United States Patent Office.  We are also asking the court for unspecified damages related to charges that JACO, in using the patent to promote its services, has engaged in unfair competition and false and misleading advertising under federal and California statutes.

In September 2005, we received a legally binding document in which JACO states it will not sue us or any of our customers for violating the JACO patent.  Further, the defendants in the case have not asserted any counterclaims against ARCA.  Therefore, our recycling operations will continue with our current contracts and future customers without interruption.

The case is scheduled for trial in March 2009.

On October 24, 2006, JACO and SEG Umwelt-Service/Basis of Mettlach, Germany (SEG) filed a patent infringement lawsuit in Federal Court in San Francisco against us.  The suit claimed that we have been using refrigerator recycling systems and processes covered by two U.S. patents issued to SEG and exclusively licensed to JACO.  JACO and SEG sought an undisclosed amount in damages, in addition to an injunction barring us from continuing to use and market the systems and processes upon which we allegedly infringed.  This suit has been subsequently dismissed following a transfer of the case to Los Angeles upon the motion of ARCA.

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9.              Segment Information

We operate two reportable segments:  retail and recycling.  The retail operation is comprised of sales generated through our ApplianceSmart® Factory Outlet stores.  The recycling operation is comprised of all fees charged for collecting, recycling and installing appliances for utilities and other customers as well as all byproduct revenue.  Our segments are evaluated on an operating income basis, and a stand-alone tax provision is not calculated for each segment.  Certain corporate items are not allocable to the two segments as noted in the table below.  The other accounting policies of the segments are the same as those described in Note 1, Nature of Business and Significant Accounting Policies of our Annual Report on Form 10-K for the year ended December 29, 2007.  The information for 2007 has been labeled restated to reflect the inclusion of the comparable quarterly period, which was omitted from prior filings, in the current year report.

The following tables present our business segment information for continuing operations in the three and nine months of September 27, 2008 and September 29, 2007, respectively:

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10.       Income Taxes

The Company recognizes income taxes under the asset and liability method in accordance with SFAS No. 109, Accounting for Income Taxes (“SFAS 109”). This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities.

In accordance with interim reporting requirements, the Company uses an estimated annual effective tax rate for computing its provision for income taxes.  The tax provision for the three and nine month periods ended September 27, 2008 was 33% or $556,000 and 26% or $736,000, respectively.  The Company adjusted its tax provision from 16% for the six months ended June 28, 2008 to 26% for the nine months ended September 27, 2008.  The adjustment was primarily a result of higher than estimated pre-tax earnings and indirectly related to excess tax benefits of $160,000 recorded in shareholders’ equity as a result of tax deductions for stock option exercises which were utilized during the quarter.  The tax provision for the three and nine month periods ended September 29, 2007 was $65,000.

For the nine months ended September 27, 2008, the Company estimated that it would utilize approximately $2,056,000 of net operating losses in calculating the estimated tax provision which includes $472,000 of net operating losses related to tax deductions for stock option exercises discussed above.  The estimate of net operating losses to be utilized represents all U.S. net operating losses which are not subject to Section 382 limitations.

We adopted the provisions of FASB Interpretation No. (FIN) 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109, on December 31, 2006.  This interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes.  This interpretation prescribes a recognition threshold and measurement criteria for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  At the adoption date, we applied FIN 48 to all tax positions for which the statute of limitations remained open.  The adoption of FIN 48 had no material impact on our financial position.

It is our practice to recognize interest related to income tax matters as a component of interest expense and penalties as a component of selling, general and administrative expense.  As of September 27, 2008 and December 29, 2007, we had an immaterial amount of accrued interest and penalties.

We are subject to income taxes in the U.S. federal jurisdiction, foreign jurisdictions, and various state jurisdictions.  Tax regulations from each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply.  With few exceptions, we are no longer subject to U.S. federal, foreign, state, or local income tax examinations by tax authorities for the years before 2005.  We are not currently under examination by any taxing jurisdiction.

We had no significant unrecognized tax benefits as of September 27, 2008 that would reasonably be expected to affect our effective tax rate during the next twelve months.

11.       Shareholders’ Equity

Stock options:  Our 2006 Stock Option Plan (the”2006 Plan”) permits the granting of incentive stock options meeting the requirements of Section 422 of the Internal Revenue Code of 1986, as amended, and nonqualified options that do not meet the requirements of Section 422.  The 2006 Plan has 600,000 shares reserved for grant.  As of September 27, 2008, options to purchase an aggregate of 262,500 shares are outstanding under the 2006 Plan. Our Restated 1997 Stock Option Plan (the “1997 Plan” and collectively with the 2006 Plan, the “Plans”), has expired.  As of September 27, 2008, options to purchase an aggregate of 40,000 shares are outstanding under the 1997 Plan.  Under the 1997 Plan, 424,250 options have been exercised.  Options outstanding under the expired 1997 Plan continue to be exercisable in accordance with their terms.  Options granted to employees typically vest over two years while grants to non-employee directors typically vest in six months.

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The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:

Additional information relating to all outstanding options is as follows:

The following tables summarize information about stock options outstanding as of September 27, 2008:

Options Outstanding

Options Exercisable

The aggregate intrinsic value in the preceding tables represent the total pretax intrinsic value based on our closing stock price of $4.68 on September 27, 2008, which theoretically could have been received by the option holders had all option holders exercised their options as of that date.  The total number of in-the-money options exercisable as of September 27, 2008 was 60,000.

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PART 1:                Financial Information

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

Cautionary Statement for Purposes of “Safe Harbor Provisions” of the Private Securities Litigation Reform Act of 1995

THIS QUARTERLY REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES.  THE STATEMENTS CONTAINED IN THIS QUARTERLY REPORT THAT ARE NOT PURELY HISTORICAL ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.  THESE FORWARD-LOOKING STATEMENTS INCLUDE, WITHOUT LIMITATION, STATEMENTS RELATING TO FUTURE ECONOMIC CONDITIONS IN GENERAL AND STATEMENTS ABOUT OUR FUTURE:

·                  STRATEGY AND BUSINESS PROSPECTS;

·                  DEVELOPMENT AND EXPANSION OF SERVICES, AND THE SIZE, GROWTH, AND LEADERSHIP OF THE POTENTIAL MARKETS FOR THESE SERVICES;

·                  DEVELOPMENT OF NEW CUSTOMER RELATIONSHIPS AND PROSPECTS;

·                  SALES, EARNINGS, INCOME, EXPENSES, OPERATING RESULTS, PROFIT MARGINS, LIQUIDITY, CAPITAL RESOURCE NEEDS, CUSTOMERS AND COMPETITION.

ANY FORWARD-LOOKING INFORMATION REGARDING OUR OPERATIONS WILL BE AFFECTED PRIMARILY BY OUR CONTINUED ABILITY TO PURCHASE PRODUCT FROM WHIRLPOOL, GE AND FRIGIDAIRE AT ACCEPTABLE PRICES AND THE ABILITY AND TIMING OF THE UTILITY COMPANIES TO DELIVER UNITS UNDER RECYCLING CONTRACTS WITH US.  IN ADDITION, ANY FORWARD-LOOKING INFORMATION WILL ALSO BE AFFECTED BY THE ABILITY OF INDIVIDUAL RETAIL STORES TO MEET PLANNED REVENUE LEVELS, THE RATE OF SUSTAINABLE GROWTH IN THE NUMBER OF RETAIL STORES, THE SPEED AT WHICH INDIVIDUAL RETAIL STORES REACH PROFITABILITY, COSTS AND EXPENSES BEING REALIZED AT HIGHER THAN EXPECTED LEVELS, OUR ABILITY TO SECURE AN ADEQUATE SUPPLY OF SPECIAL-BUY APPLIANCES FOR RESALE AND THE CONTINUED AVAILABILITY OF OUR CURRENT LINE OF CREDIT.

ALL OF THESE FORWARD-LOOKING STATEMENTS ARE BASED ON INFORMATION AVAILABLE TO US ON THE DATE OF THIS QUARTERLY REPORT.  OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS QUARTERLY REPORT.  THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS QUARTERLY REPORT, AND OTHER WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS MADE BY US FROM TIME TO TIME, ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THE FORWARD-LOOKING STATEMENTS.  FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN ITEMS 1A “RISK FACTORS” IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 29, 2007.

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our operations and financial condition.  This discussion should be read with the consolidated financial statements appearing in Item 1.

Overview

We generate revenues from three sources:  retail, recycling and byproduct.  Retail revenues are sales of appliances, warranty and service revenue, and delivery fees.  Recycling revenues are fees charged for the disposal of appliances.  Byproduct revenues are sales of scrap metal and reclaimed chlorofluorocarbons (CFCs) generated from processed appliances.

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The following table reflects our operating results for the periods indicated as a percentage of total revenues:

Results of Operations

For the Three Months Ending September 27, 2008 and September 29, 2007

Revenue.  Revenue for the three months ended September 27, 2008 and September 29, 2007 is as follows:

Total revenues for the three months ended September 27, 2008 were $29.6 million compared to $27.4 million for the same period in the prior year, an increase of 8%.

Retail revenues accounted for approximately 64% of the total revenues for the three months ended September 27, 2008.  Retail revenues for the three months ended September 27, 2008 were $18.9 million compared to $17.6 million for the same period in 2007, an increase of 7%.  Comparable retail sales declined 1.8% in the third quarter (a sales comparison of fourteen stores that were open the entire third quarter of both 2008 and 2007).  The overall increase in third quarter retail revenues was due primarily to the opening of an additional location in our Columbus, Ohio, market, which opened in the fourth quarter of 2007 and the opening of our Rogers, Minnesota, store in May 2008.  These new stores accounted for $1.5 million in additional revenues in the third quarter of 2008 and $2.7 million for the nine months ended September 27, 2008.  In September 2008, we opened our third retail store in the San Antonio market but this store was only open for a few weeks and, therefore, had little impact on the overall sales for the third quarter of 2008.  Additionally, we closed our Compton, California, store in September 2007.

Our retail outlets carry a wide range of new in-the-box and special-buy appliances, which include manufacturer closeouts, factory overruns, floor samples, returned or exchanged items, open carton items, and scratch and dent appliances.  All of these appliances are new, not used.  Some are in the carton while others are out of the carton.

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We continue to purchase both new in-the-box and special-buy appliances primarily from Whirlpool Corporation (Whirlpool), GE Corporation (GE) and Frigidaire.  We have no minimum purchase requirements with any of these manufacturers.  We believe purchases from these three manufacturers will provide an adequate supply of high-quality appliances for our retail outlets; however, there is a risk that one or more of these sources could be curtailed or lost.

As of October 30, 2008, we operated seventeen retail stores.  During the quarter, we announced the November 2008 opening of a fifth retail location in the Atlanta market and a seventh greater Minneapolis retail outlet in Rochester, Minnesota, which will bring the total count of ApplianceSmart stores to nineteen nationwide.

Recycling revenues decreased 3% to $8.8 million for the three months ended September 27, 2008 from $9.0 million for the prior-year period.  The decrease is primarily due to our California low income housing replacement program.  This program started with very strong revenues in the third quarter of 2007.  We are still experiencing strong revenues from the replacement program for the three months ended September 27, 2008 but not to the same level as the comparable period of 2007.  Recycling revenues for all of our significant contracts in both California and Canada had strong revenues during the third quarter of 2008.  During the third quarter of 2008, we managed appliance recycling operations under thirteen contracts with electric utility companies.  Our major contracts include three companies on the West Coast, two in the Midwest, one in the South, and one in Canada.  Two of our contracts with utility customers on the West Coast run from 2006-2008.  Our contract with our Canadian utility customer runs through December 2010.  Our contract with one of the utility customers in the Midwest runs through the end of 2008.  We expect to renew the contracts that are expiring in 2008 and, in fact, have started the renewal process for a few of these customers.  In October 2008, we previously announced that we signed new appliance recycling contracts with three new utility company customers.  We expect a decline in recycling revenues in fourth quarter of 2008.  During these months, we historically experience lower revenues due to seasonality.

We are responsible for advertising the recycling program on behalf of two of the utility customers.  Each of the other utility customers is responsible for its own advertising.

Byproduct revenues for the three months ended September 27, 2008 increased 149% to $1.9 million from $0.8 million for the same period of 2007.  The increases were due primarily to an increase in scrap metal volume and prices in California, Minnesota and Canada. We expect to experience a decline in by product revenues during the fourth quarter of 2008 as compared to the third quarter of 2008, primarily as a result of a drop in scrap metal prices and to a lesser extent seasonality.

Gross profit: Gross profit as a percentage of total revenues remained 34% for the three months ended September 27, 2008 compared to the same period in 2007.

We expect gross margins for the remainder of the year to be approximately 30%-32% based on currently planned levels of recycling volume and retail product purchases, as well as estimated pricing adjustments that may be needed to reflect conditions in the overall retail appliance market along with inflation on our costs.

Gross profit as a percentage of total revenues for future periods can be affected favorably or unfavorably by numerous factors, including:

1.               The mix of retail products we sell.

2.               The prices at which we purchase product from the three manufacturers.

3.               Transportation costs including, but not limited to, fuel costs.

4.               The volume of appliances we receive through our recycling contracts.

5.               The price and volume of byproduct revenues.

Operating expenses:  Selling, general and administrative expenses for the three months ended September 27, 2008 increased by $0.7 million or 9% from the same period in 2007.  As a percentage of total revenues, selling, general and administrative expenses of 28% for the third quarter of 2008 were in line with 27% for the third quarter of 2007.

Selling expenses for the three months ended September 27, 2008 increased by $0.4 million or 8% from the same period in 2007.  The increase in selling expenses was due primarily to the additional costs of operating the new outlet stores in Rogers, Minnesota and San Antonio, Texas offset by the decrease in selling expenses resulting from closing our retail outlet in Los Angeles, California, in the third quarter of 2007.

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General and administrative expenses for the three months ended September 27, 2008 increased by $0.3 million or 12% from the same period in 2007.  The increase in general and administrative expenses was due primarily to personnel costs associated with operating additional retail stores and recycling contracts, an increase in consulting costs related to Sarbanes-Oxley audit work, an increase in share-based compensation expense resulting from options granted to management and new board members in the third quarter, and costs associated with the legal proceedings discussed in Part II, Item 1, Legal Proceedings.   The non-cash share-based compensation expense was $0.2 million for the third quarter of 2008 compared to an insignificant amount for the third quarter of 2007.  The increase was primarily due to stock options granted to management and employees in January 2008.

Other expense, net:  Interest expense of $0.3 million for the three months ended September 27, 2008 was comparable to interest expense of $0.4 million the same period last year.

Provision for income taxes:  Earnings for the third quarter of 2008 included a tax provision based on an effective income tax rate of 33% or $566,000 compared to an effective income tax rate of 4% or $65,000 for the third quarter of 2007. The increase in tax expense in the third quarter of 2008 is related to income generated from both our U.S. and Canadian operations. During the third quarter of 2008, we revised our 2008 annual effective rate upward to reflect our expectation, based on our current quarterly results, that our U.S. federal net operating losses will be fully utilized.