GOOD GUYS INC
8-K, 1996-02-07
RADIO, TV & CONSUMER ELECTRONICS STORES
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                           SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.  20549

                                        FORM 8-K

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



                   Date of Report (Date of earliest event reported):
                                    January 23, 1996



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


             Delaware                 0-14134             94-2366177
             (State or other          (Commission         (IRS Employer
             jurisdiction of          File Number)        Identification No.)
             incorporation)


                    7000 Marina Boulevard, Brisbane, California 94005-1830
                     (Address of principal executive offices)  (Zip Code)


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
























             
                                          -1-<PAGE>






                       Item 5.  Other Events.

                       On January 23, 1996, the Registrant announced that
             Ronald A. Unkefer, its founder and former Chief Executive
             Officer, was resigning as Chairman of the Board of Directors
             and as a Director to enable him to devote his full time and
             attention to other opportunities.  

                       On January 29, 1996, the Registrant announced that
             its Board of Directors had authorized the purchase of up to
             500,000 shares of its common stock in open-market purchases
             or in private transactions.  


                       Item 7.  Financial Statements and Exhibits.

                  (c)  99.1  Press Release dated January 23, 1996.
                       99.2  Press Release dated January 29, 1996.


                                       SIGNATURE

                       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 hereunto
             duly authorized.  


                                      THE GOOD GUYS, INC.
                                           (Registrant)



                                      By:  /s/ Robert A. Gunst
                                           ________________________
                                      Name:  Robert A. Gunst
                                      Title: Chief Executive Officer


             Dated:  February 7, 1996















                                          -2-<PAGE>






                                     Exhibit Index


             Exhibit No.              Description

               99.1                   Press Release dated January 23, 1996

               99.2                   Press Release dated January 29, 1996















































                                          -3-<PAGE>








                                                              EXHIBIT 99.1

                              [THE GOOD GUYS! LETTERHEAD]


                                                             PRESS RELEASE


                       Contact:  Robert A. Gunst
                                 President and Chief Executive Officer
                                 (415) 615-6060
                                 Keith Foxe
                                 Public Relations Manager
                                 (415) 615-6018

             FOR RELEASE AT 8:00 a.m. EASTERN TIME
             TUESDAY, JANUARY 23, 1996


                                THE GOOD GUYS! ANNOUNCES

                                 FIRST QUARTER RESULTS

             Brisbane (January 23, 1996)--THE GOOD GUYS! (NASDAQ:  GGUY)
             today announced net earnings for its first fiscal quarter
             ended December 31, 1995 of $6.7 million, down from $8.6
             million a year ago.  Earnings per share were $.50 on 13.6
             million weighted average shares outstanding, versus $.65 on
             13.3 million weighted average shares outstanding during the
             first quarter of fiscal 1995.

             As reported earlier, sales for the first quarter of fiscal
             1996 were up 9% to a record $306.7 million, with comparable
             store sales declining 6%.

             Commenting on the Company's performance, Robert A. Gunst,
             President and Chief Executive Officer, said "The challenging
             retail environment during the first quarter of fiscal 1996
             resulted in disappointing sales and earnings for the Company. 
             Weak consumer demand and a highly promotional marketplace
             characterized this key holiday period.  Notwithstanding the
             decline in same store sales, we believe that we were able to
             maintain market share as a result of THE GOOD GUYS! value-
             added marketing strategy.

             "As has been the case for over a year, personal computers
             represented a larger portion of our sales mix during the
             quarter, strongly contributing to the 1.4 percentage point
             drop in our gross profit margin versus last year, to 22.7%. 
             However, despite our same store sales decline, we were able
             to hold SG&A costs to the same percentage of sales as last
             year through rigorous cost control.  In addition, and <PAGE>






             importantly, our distribution and purchasing systems enabled
             us to manage our holiday season inventories in line with the
             decreased demand.  In fact, at the end of the quarter,
             merchandise inventories were $11 million below last year,
             notwithstanding our eleven additional stores.

             "On the expansion front, we added four new stores during the
             first quarter; one in Las Vegas, one in Seattle, and two in
             Southern California.  During the remainder of fiscal 1996, we
             plan to open seven to ten additional stores, all located
             within our existing four-state market area.

             "As we look forward, we see product trends that should drive
             the integration of the audio, video, computer, and
             communications products that we sell into new, exciting, but
             more complex consumer electronics products.  This fall, for
             example, we expect to see the introduction of the initial new
             DVD hardware and software.  This product evolution will
             increase the complexity of consumer electronics shopping,
             reinforcing the need for the value-added, knowledgeable
             service that store associates at THE GOOD GUYS! provide.  We
             are confident that these trends, along with our strong
             consumer franchise in each of our markets, positions the
             Company well for continued growth in the future."

             The Company also announced that Ronald A. Unkefer, the
             founder and former Chief Executive Officer of the Company,
             was resigning as Chairman of the Board and as a Director to
             enable him to devote his full time and attention to other
             opportunities.  Robert A. Gunst said, "We will miss very much
             Ron Unkefer's involvement with THE GOOD GUYS!.  His
             contribution to the Company over the years has been
             invaluable."

             THE GOOD GUYS! is a leading specialty retailer of consumer
             electronics, marketing a broad range of high quality, name
             brand products through its 70 stores; 56 in California, eight
             in Washington, three in Oregon and three in Nevada.

                                     THE GOOD GUYS!
                                SELECTED FINANCIAL DATA
                                      (Unaudited)

             Quarter Ended December 31:         1995           1994

             Sales                          $306,715,000     $281,658,000
             Net Income                     $  6,728,000     $  8,601,000
             Average Shares                   13,581,000       13,286,000
             Earnings Per Share             $        .50     $        .65<PAGE>






     THE GOOD GUYS, INC.
     Condensed Statement of Income
     (Unaudited)

     (Amounts in thousands
     except per share data)                   Three Months Ended           
                                  December 31, 1995         December 31, 1994  
                                             % of                        % of
                                   Amount    Sales           Amount      Sales

     Net Sales                   $306,715   100.0          $281,658     100.0
     Cost of sales                236,955    77.3           213,702      75.9
                                 ________                  ________

     Gross profit                  69,760    22.7            67,956      24.1

     Selling, general and
      administrative expenses      58,439    19.0            53,724      19.1
                                 ________                  ________

     Income from operations        11,321     3.7            14,232       5.0
     Interest income
      (expense) - net                (45)   (0.0)             (132)     (0.0)
                                 ________                  ________

     Income before income taxes
                                   11,276     3.7            14,100       5.0
     Income taxes                   4,548     1.5             5,499       2.0
                                 ________                  ________

     Net income                  $  6,728     2.2          $  8,601       3.1
                                 ========                  ========

     Net income per share        $   0.50                  $   0.65
                                 ========                  ========

     Shares used in per share
      computation                  13,581                    13,286
                                 ========                  ========<PAGE>






          The GOOD GUYS, INC.
          Condensed Balance Sheets
          (Unaudited)
                                                             December 31      
          (Amounts in thousands)                       1995           1994    

          ASSETS

          Current Assets:
               Cash                                 $ 23,819       $ 20,302
               Receivables                            42,467         36,526
               Inventories                           168,825        179,819
               Prepaid assets                          8,999          4,514
                                                    ________       ________


          Total Current Assets                       244,110        241,161


          Property and equipment, net                 57,049         52,302
          Other assets                                 2,384          4,132
                                                    ________       ________


          Total assets                              $303,543       $297,595
                                                    ========       ========


          LIABILITIES AND SHAREHOLDERS' EQUITY


          Current Liabilities:
               Accounts payable                     $104,627       $122,169
               Accrued expenses                       56,166         47,840
                                                    ________       ________


          Total current liabilities                  160,793        170,009

          Shareholders' equity                       142,750        127,586
                                                    ________       ________


          Total liabilities and shareholders'
           equity                                   $303,543       $297,595
                                                    ========       ========<PAGE>








                                                              EXHIBIT 99.2

                              [THE GOOD GUYS! LETTERHEAD]


                                                             PRESS RELEASE


                       Contact:  Robert A. Gunst
                                 President and Chief Executive Officer
                                 (415) 615-6060
                                 Keith J. Foxe
                                 Public Relations Manager
                                 (415) 615-6018

             FOR RELEASE AT 8:00 AM Eastern Time
             MONDAY, JANUARY 29, 1996


                                THE GOOD GUYS! ANNOUNCES

                                 STOCK PURCHASE PROGRAM


             Brisbane (January 29, 1996) -- THE GOOD GUYS! (NASDAQ:  GGUY)
             today announced that its Board of Directors has authorized
             the purchase of up to 500,000 shares of its common stock in
             open-market purchases or in private transactions.  The
             Company said that it expects the share repurchases to take
             place from time-to-time as market conditions warrant.

             THE GOOD GUYS! is a leading specialty retailer of consumer
             electronics, marketing a broad range of high quality, name
             brand products through its 70 stores; 56 in California, eight
             in Washington, three in Oregon and three in Nevada.

                                      #    #    #<PAGE>


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