GOOD GUYS INC
10-Q, 1995-08-11
RADIO, TV & CONSUMER ELECTRONICS STORES
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                                      FORM 10-Q

                          SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549

          (Mark One)

          (X)   Quarterly report  pursuant to  Section 13  or 15(d)  of the
          Securities Exchange Act of 1934
          for the quarterly period ended June 30, 1995 or

          ( )   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 0-14134

                                 THE GOOD GUYS, INC.
                (Exact name of registrant as specified in its charter)

                     Delaware                              94-2366177
          ______________________________               ___________________
          (State or other jurisdiction of               (I.R.S. Employer
          incorporation or organization)               Identification No.)

                  7000 MARINA BOULEVARD, BRISBANE, CALIFORNIA 94005
                (Address of principal executive offices and zip code)

                                    (415) 615-5000
                 (Registrant's telephone number, including area code)

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

                              Yes__x__           No_____

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

                    Class                    Outstanding at July 31, 1995
          _____________________________      ____________________________
          Common Stock, $.001 par value                13,566,166







                                     Page 1 of 13<PAGE>
                                 THE GOOD GUYS, INC.

                                        INDEX

                                                                   Page No.

          Form 10-Q Cover Page                                            1

          Form 10-Q Index                                                 2

          Part I.    Financial Information:
               Item 1.   Financial Statements
                    Condensed Balance Sheets -                            3
                     June 30, 1995 (Unaudited) and 
                     September 30, 1994 (Unaudited)

                    Condensed Statements of Income -                      4
                     Three and Nine-Month Periods Ended
                     June 30, 1995 and 1994 (Unaudited)

                    Condensed Statement of Changes in Shareholders'       5
                     Equity - Nine-Month Period
                     Ended June 30, 1995 (Unaudited)

                    Condensed Statements of Cash Flows -                  6
                     Nine Month Periods Ended
                     June 30, 1995 and 1994 (Unaudited)
           
                    Notes to Condensed Financial Statements               7

               Item 2.   Management's Discussion and Analysis of
                    Financial Condition and Results of Operations       8-9

          Part II.  Other Information                                      

          Signature Page                                                 10

          Exhibit Index                                                  11

          Exhibit 11.1 Statement Setting Forth Computation of
                    Earnings per share                                   12

          Exhibit 27.1 Financial Data Schedule                           13












                                     Page 2 of 13<PAGE>
                            PART I.  FINANCIAL INFORMATION
                             ITEM 1. FINANCIAL STATEMENTS

                                 THE GOOD GUYS, INC.
                               CONDENSED BALANCE SHEETS
                                     (Unaudited)
                            (Dollar amounts in thousands)

                                        ASSETS
                                                     June 30,     Sept. 30,
                                                       1995         1994
                                                     ________     _________
          Current assets:
               Cash and cash equivalents             $  7,832     $ 21,661
               Receivables                             17,534       11,080
               Inventories                            141,560       94,928
               Prepaid expenses and other assets        3,875        8,995
                                                      _______      _______
                    Total current assets              170,801      136,664

          Property and equipment, net                  57,146       50,831

          Other assets                                  4,109         1,217

                                                      _______      _______
                                                     $232,056     $188,712
                                                      =======      =======

                         LIABILITIES AND SHAREHOLDERS' EQUITY

          Current liabilities:
               Accounts payable                      $ 71,579     $ 41,238
               Accrued expenses and other liabilities
                   Payroll                             11,607       11,822
                   Sales taxes                          3,248        5,774
                   Other                               12,125       10,930
                                                      _______      _______
                    Total current liabilities          98,559       69,764


          Shareholders' equity:
               Preferred stock, $.001 par value;
               authorized 2,000,000 shares;
               none issued
               Common stock,$.001 par value;
               authorized 40,000,000 shares;
               issued and outstanding 13,428,578
               shares and 13,282,181 shares,
               respectively                                13           13

               Additional paid-in capital              60,352       58,926

               Retained earnings                       73,132       60,009
                                                      _______      _______
                    Total shareholders' equity        133,497      118,948
                                                      _______      _______
                                                     $232,056     $188,712
                                                      =======      =======
                                    Page 3a of 13<PAGE>








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












































                                    Page 3b of 13<PAGE>
                                 THE GOOD GUYS, INC.
                            CONDENSED STATEMENTS OF INCOME
                                     (Unaudited)
                 (Dollar amounts in thousands except per share data)


                                       Three Months          Nine Months
                                      Ended June 30,        Ended June 30,
                                      ______________        ______________

                                      1995       1994       1995      1994
                                                            
          Net sales                $198,315   $164,431   $675,718  $545,776
          Cost of sales             149,056    121,146    511,176   400,746
                                    _______    _______    _______   _______

          Gross profit               49,259     43,285    164,542   145,030

          Selling, general and 
             administrative
             expenses                45,301     40,195    142,398   124,896
                                    _______    _______    _______   _______

          Income from operations      3,958      3,090     22,144    20,134

          Interest income 
          (expense), net               (163)       171       (411)      348 
                                    _______    _______    _______   _______
           
          Income before income
             taxes                    3,795      3,261     21,733    20,482

          Income taxes                1,573      1,338      8,610     8,397
                                    _______    _______    _______   _______

          Net income               $  2,222   $  1,923   $ 13,123  $ 12,085
                                    =======    =======    =======   =======

          Net income per share and      
             common share
             equivalents           $    .17   $    .15   $    .98  $    .92
                                    =======    =======    =======   =======
                                                   
          Shares used in per share
             computation             13,426     13,185     13,378    13,124
                                    =======    =======    =======   =======









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

                                       Page 4 of 13<PAGE>
                                 THE GOOD GUYS, INC.
                CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                    FOR THE NINE-MONTH PERIOD ENDED JUNE 30, 1995 
                                     (Unaudited)
                            (Dollar amounts in thousands)
          
                                              Additional
                               Common Stock    paid-in  Retained
                              Shares   Amount  capital  earnings   Total
                              ______   ______  _______  ________   _____
     Balance at 
       September 30, 1994    13,282,181    $13  $58,926  $60,009  $118,948

     Net income for the
       nine-month period
       ended June 30, 1995         -        -       -     13,123    13,123

     Issuance of common 
      stock                     146,397     -     1,426      -       1,426
                             __________    ___   ______  _______   _______

     Balance at
       June 30, 1995         13,428,578    $13  $60,352  $73,132  $133,497
                             ==========     ==   ======  =======   =======































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

                                     Page 5 of 13<PAGE>
                                 THE GOOD GUYS, INC.
                          CONDENSED STATEMENTS OF CASH FLOWS
                                     (Unaudited)
                            (Dollar amounts in thousands)

                                               Nine Months Ended June 30, 
                                                      1995      1994

     Cash Flows from Operating Activities:

     Net income                                    $ 13,123  $ 12,085
                                                    _______   _______
     Adjustments to reconcile net income to
       net cash provided by (used in)
       operating activities:

          Depreciation and amortization               7,118     6,188

          Change in assets and liabilities:

          Accounts receivables                       (6,454)   (1,871)
          Merchandise inventories                   (46,632)  (41,484)
          Prepaid expenses and other assets           2,228     2,531 
          Accounts payable                           30,341    20,188 
          Accrued expenses                           (1,744)    9,101
                                                    _______   _______
          Total adjustments                         (15,143)   (5,347)
                                                    _______   _______

     Net cash provided by (used in) operating 
          activities                                 (2,020)    6,738
                                                    _______   _______

     Cash Flows from Investing Activities:
          Purchase of property and equipment        (13,235)   (7,831)
                                                    _______   _______

     Net Cash used in investing                                               
          activities                                (13,235)   (7,831)
                                                    _______   _______

     Cash Flows from Financing Activities:
        Issuance of common stock                      1,426     1,356
                                                    _______   _______

     Net cash provided by financing
        activities                                    1,426     1,356
                                                    _______   _______

     Net increase (decrease) in cash and         
        cash equivalents                            (13,829)      263 

     Cash and cash equivalents at
        September 30, 1994 and 1993                  21,661    12,741
                                                    _______   _______

     Cash and cash equivalents at
        June 30, 1995 and 1994                     $  7,832  $ 13,004
                                                    =======   =======
                                    Page 6a of 13<PAGE>















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

                                    Page 6b of 13<PAGE>
                                 THE GOOD GUYS, INC.
                       NOTES TO CONDENSED FINANCIAL STATEMENTS
                                     (Unaudited)


          Note A - BASIS OF PRESENTATION
               The  accompanying unaudited  condensed financial  statements have
               been prepared in  accordance with  generally accepted  accounting
               principles  and  reflect,  in  the  opinion  of  management,  all
               adjustments necessary for a  fair presentation of the information
               contained  therein, all  of  which adjustments  are  of a  normal
               recurring nature.   The condensed financial  statements should be
               read  in  conjunction  with   the  financial  statements,  notes,
               supplementary data and financial statement schedules included and
               incorporated by reference in the  Company's Annual Report on Form
               10-K for the fiscal year ended September 30, 1994.

               The  weighted average  number  of shares  outstanding during  the
               quarter has been computed by taking the number of days each share
               was  outstanding  and  dividing by  the  number  of  days in  the
               quarter.  Stock options are  not included  in the  calculation of
               earnings per share for the quarter and nine months ended June 30,
               1995 as the dilutive effect of the options was less than 3%.

               Certain reclassifications have been made to prior year amounts to
               conform with the classifications used in the current period.

          Note B - PREMIER PERFORMANCE GUARANTEE CONTRACTS
               The   Company   sells   extended  service   contracts   ("Premier
               Performance  Guarantee contracts")  on  behalf  of  an  unrelated
               company  (the "Warrantor")  that  markets this  product to  cover
               merchandise sold by the Company. Commission revenue is recognized
               at the time of sale. The Company  acts solely as an agent for the
               Warrantor and has no liability to the customer under the extended
               service  contract  nor  any  other  material  obligation  to  the
               customer  or the Warrantor.  Merchandise presented to the Company
               for servicing under extended service contracts is repaired by the
               Company on behalf of the Warrantor. The repairs are billed to the
               Warrantor at amounts customarily charged by the Company for these
               services.  


















                                     Page 7 of 13<PAGE>
                    ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                     FINANCIAL CONDITION AND RESULTS OF OPERATIONS

             Results of Operations

             Net  sales for the quarter ended June 30, 1995 reached $198.3
             million,  an increase of 21% over net sales of $164.4 million
             for the quarter ended June 30, 1994. This increase was due to
             a  5% comparable store sales increase, and an increase in the
             total  number of stores in operation from 49 at June 30, 1994
             to 60 at  June 30, 1995. On  a year-to-date basis,  net sales
             for  the period ended June  30, 1995 increased  24% to $675.7
             million, compared to $545.8 million during the same period in
             1994. Comparable store sales increased 8% for the nine months
             ended June 30, 1995. 

             Gross profit as a percentage of net sales was 24.8% and 24.4%
             for  the  quarter  and  nine  months  ended  June  30,  1995,
             respectively, as compared  to 26.3% and 26.6% for the quarter
             and nine  months ended  June 30,  1994, respectively.   These
             decreases were primarily  caused by the  increased proportion
             of sales represented  by computer  products, which  typically
             carry lower gross margins,  the cost impact from enhancements
             made  to the Company's  Premier Performance Guarantee program
             in  November 1994,  and  a  promotional consumer  electronics
             market.

             For the quarter and nine months ended June 30, 1995, selling,
             general and  administrative expenses were 22.8%  and 21.1% of
             net  sales, respectively,  compared  to the  24.4% and  22.9%
             recorded for  the comparable  1994 periods.   These decreases
             were  the result  of  leveraging fixed  expenses against  the
             increased sales volume and a continued focus on cost control.

             The  effective income tax rate for the quarter ended June 30,
             1995  was 41.4%, compared to 41.0% for the quarter ended June
             30,  1994. For  the  nine months  ended  June 30,  1995,  the
             effective  rate   was  39.6%,  compared  to   41.0%  for  the
             comparable 1994 period.

             Net  income  for the  quarter ended  June  30, 1995  was $2.2
             million  ($0.17 per  share)  or 1.1%  of  net sales  for  the
             period. These results compare  to net income of  $1.9 million
             ($0.15 per share), or 1.2% of net sales for the quarter ended
             June 30, 1994. For the nine month period ended June 30, 1995,
             net income reached  $13.1 million or $.98 per share, compared
             to  $12.1 million or $.92 per  share for the same period last
             year.










                                      Page 8 of 13<PAGE>
                    ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT'D.)

             Liquidity and Capital Resources

             At  June 30, 1995, the  Company had working  capital of $72.2
             million.  Net  cash used  in  operating  activities was  $2.0
             million  for the quarter ended  June 30, 1995  as compared to
             net cash provided by operating activities of $6.7 million for
             the  quarter ended June 30,  1994. This decrease  in net cash
             from operating  activities was  primarily attributable  to an
             increase  in merchandise inventories  and accounts receivable
             that  were  partially  offset  by  an  increase  in  accounts
             payable.  The   increases  in  merchandise   inventories  and
             accounts payable were  due to preparing for  and supporting a
             larger store base during  the first nine months of  1995 than
             for  the same  period  in the  prior  year. The  increase  in
             accounts receivable  resulted from an increase  in sales over
             the  comparable period in the prior year and the proceeds due
             from store equipment leasing  transactions which had not been
             received at June 30, 1995.

             Net  cash  used  in  investing  activities,  which  primarily
             consists of expenditures for stores,  distribution facilities
             and administrative property and equipment, was $13.2  million
             for the nine  months ended June 30, 1995  as compared to $7.8
             million during the  same period last year. This  increase was
             primarily  attributable to the increase  in the number of new
             stores opened during the nine months ended June 30, 1995. 

             On  June  28, 1995,  the Company  entered  into a  new credit
             agreement, expiring February 28,  1997, providing a revolving
             line  of credit  of up  to $75  million, the  availability of
             which  fluctuates seasonally.  The credit  agreement contains
             restrictive loan covenants which if violated could be used as
             a basis for termination of the agreement.  The Company was in
             compliance with  all covenants under the  credit agreement as
             of  June 30,  1995.   There were  no   borrowings outstanding
             under the credit agreement at June 30, 1995.  

             The  Company expects to be  able to fund  its working capital
             requirements  and  expansion  plans  with  a  combination  of
             anticipated cash flow  from operations, normal trade  credit,
             financing arrangements and continued use of lease financing. 

             The  Company  believes  that  because  of  competition  among
             manufacturers and  the technological changes  in the consumer
             electronics industry, inflation has not had an  effect on net
             sales and cost of sales. 









                                      Page 9 of 13<PAGE>
                              PART II.  OTHER INFORMATION 

             ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 

                       (a)  Exhibit    Description
                            11.1       Statement of Computation of
                                       Per Share Earnings
                            27.1       Financial Data Schedule

                       (b)  No reports  on Form 8-K were  filed during the
                            quarter for which this report is filed.


                                       SIGNATURES

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



                                       THE GOOD GUYS, INC.
                                       Registrant


             August 10, 1995           /s/ Robert A. Gunst
             _______________           ______________________________
                 Date                  Robert A. Gunst
                                       President and
                                       Acting Chief Financial Officer     



























                                     Page 10 of 13<PAGE>
                                     EXHIBIT INDEX


             NUMBER              DESCRIPTION
             PAGE

             11.1                Statement of Computation of Per Share  12
                                 Earnings

             27.1                Financial Data Schedule                13
















































                                     Page 11 of 13<PAGE>
                                 THE GOOD GUYS, INC.                Exhibit 11.1
                         STATEMENT SETTING FORTH COMPUTATION
                                OF EARNINGS PER SHARE
                          (Thousands Except Per Share Data)

                                               June 30       June 30
                                                1995          1994
                                              ________      ________
     Net Income                               $  2,222      $  1,923          

     1.  As presented in the 10-Q
         Shares used in per share
         computation                            13,426        13,185           

         Net income per common share
         and common share equivalents         $    .17      $    .15
                                              ========      ========          

     2.  Computation of primary and fully diluted earnings per share
         including common stock equivalents

         a)  Primary earnings per common share

             Weighted average number of
             shares:
             Common stock  (A)                  13,426        13,185
             Stock Options (B)                     135           248
                                              ________      ________
             Total                              13,561        13,433

             Primary earnings
             per share                        $    .16      $    .14
                                              ========      ========

         b)  Fully diluted earnings per share

             Weighted average number of 
             shares:
             Common stock  (A)                  13,426        13,185
             Stock Options (B)                     150           248
                                              ________      ________
             Total                              13,576        13,433

             Fully diluted earnings
             per share                        $    .16      $    .14
                                              ========      ========

     (A)  The  weighted average number  of common shares  outstanding during the
          quarter has been computed by taking the number of days  each share was
          outstanding and dividing by the number of days in the quarter.

     (B)  Stock Options in primary  earnings per share are calculated  using the
          average market price.   Stock  options in fully  diluted earnings  per
          share  are calculated using the  higher of the  ending market price or
          the average market price.



                                    Page 12 of 13<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                           7,832
<SECURITIES>                                         0
<RECEIVABLES>                                   17,534
<ALLOWANCES>                                         0
<INVENTORY>                                    141,560
<CURRENT-ASSETS>                               170,801
<PP&E>                                          97,462
<DEPRECIATION>                                  40,316
<TOTAL-ASSETS>                                 232,056
<CURRENT-LIABILITIES>                           98,559
<BONDS>                                              0
<COMMON>                                            13
                                0
                                          0
<OTHER-SE>                                     133,484
<TOTAL-LIABILITY-AND-EQUITY>                   232,056
<SALES>                                        675,718
<TOTAL-REVENUES>                               675,718
<CGS>                                          511,176
<TOTAL-COSTS>                                  511,176
<OTHER-EXPENSES>                               142,398
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 411
<INCOME-PRETAX>                                 21,733
<INCOME-TAX>                                     8,610
<INCOME-CONTINUING>                             13,123
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    13,123
<EPS-PRIMARY>                                      .98
<EPS-DILUTED>                                      .98
        

</TABLE>


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