-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MuLFFZ4nf6lDt3+AqDiQu9RQ6j/ZC9gupIiskA21fL1dOiOOB5Fx/F1vn+vdUyji v2+iRwDbhkALb3mLyTHP0A== 0000950149-97-001043.txt : 19970515 0000950149-97-001043.hdr.sgml : 19970515 ACCESSION NUMBER: 0000950149-97-001043 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOOD GUYS INC CENTRAL INDEX KEY: 0000785931 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RADIO TV & CONSUMER ELECTRONICS STORES [5731] IRS NUMBER: 942366177 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14134 FILM NUMBER: 97605485 BUSINESS ADDRESS: STREET 1: 7000 MARINA BLVD CITY: BRISBANE STATE: CA ZIP: 94005 BUSINESS PHONE: 4156155000 MAIL ADDRESS: STREET 2: 7000 MARINA BLVD CITY: BRISBANE STATE: CA ZIP: 94005 10-Q 1 FORM 10-Q FOR PERIOD ENDING 3-31-97 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter period ended March 31, 1997 ------------------------------ 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 of jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7000 Marina Boulevard, Brisbane, California 94005 (Address of principal executive offices) (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 ------ ------ The registrant had 13,620,045 shares of common stock outstanding as of April 30, 1997. 2 THE GOOD GUYS, INC. INDEX
Page Part I. FINANCIAL INFORMATION Item 1 Financial Statements: Consolidated Balance Sheets as of March 31, 1997 (Unaudited) and September 30, 1996 (Unaudited) 3 Consolidated Statements of Operations for the Three and Six Month Periods Ended March 31, 1997 and 1996 (Unaudited) 4 Consolidated Statement of Changes in Shareholders' Equity for the Six Month Period Ended March 31, 1997 (Unaudited) 5 Consolidated Statements of Cash Flows for the Six Month Periods Ended March 31, 1997 and 1996 (Unaudited) 6 Notes to Consolidated Financial Statements 7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8-9 Part II. OTHER INFORMATION 10 SIGNATURE PAGE 11 EXHIBIT INDEX 12 EXHIBIT 10.18 First Amendment to Amended and Restated Credit Agreement, dated February 28, 1997, Among The Good Guys - California, Inc., Bank of America National Trust and Savings Association and The Union Bank of California N.A. 13-15 EXHIBIT 10.19 Second Amendment to Amended and Restated Credit Agreement, dated April 28, 1997, Among The Good Guys - California, Inc., Bank of America National Trust and Savings Association and The Union Bank of California N.A. 16-18 EXHIBIT 11.1 Statement Setting Forth Computation of Earnings per Share 19 EXHIBIT 27.1 Financial Data Schedule 20
2 3 THE GOOD GUYS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited) ASSETS
March 31, September 30, 1997 1996 ------------ ------------ Current assets: Cash and cash equivalents $ 12,651 $ 21,965 Accounts receivable, net 22,769 21,601 Income taxes receivable 1,224 8,372 Merchandise inventories 137,298 123,802 Prepaid expenses 6,778 6,613 -------- -------- Total current assets 180,720 182,353 Property and equipment 112,741 111,284 Less accumulated depreciation and amortization 54,428 49,614 -------- -------- Property and equipment, net 58,313 61,670 Other assets 1,884 1,992 -------- -------- Total assets $240,917 $246,015 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 64,696 $ 73,531 Accrued expenses and other liabilities: Payroll 12,591 12,630 Sales taxes 5,243 5,447 Other 30,352 25,139 -------- -------- Total current liabilities 112,882 116,747 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, 13,620,045 shares and 13,554,862 shares, respectively 14 14 Additional paid-in capital 61,381 61,298 Retained earnings 66,640 67,956 -------- -------- Total shareholders' equity 128,035 129,268 -------- -------- Total liabilities and shareholders' equity $240,917 $246,015 ======== ========
The accompanying notes are an integral part of these statements. 3 4 THE GOOD GUYS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (In thousands except per share data) (Unaudited)
Three Months Six Months Ended March 31, Ended March 31, ------------------------ ----------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Net sales $ 205,091 $210,415 $ 491,656 $517,130 Cost of sales 153,137 162,666 368,007 399,621 --------- -------- --------- -------- Gross profit 51,954 47,749 123,649 117,509 Selling, general and administrative expenses 57,147 47,208 125,323 105,647 --------- -------- --------- -------- Income (loss) from operations (5,193) 541 (1,674) 11,862 Interest expense, net 129 60 371 105 --------- -------- --------- -------- Income (loss) before income taxes (5,322) 481 (2,045) 11,757 Income tax expense (benefit) (2,040) 192 (729) 4,740 --------- -------- --------- -------- Net income (loss) $ (3,282) $ 289 $ (1,316) $ 7,017 ========= ======== ========= ======== Net income (loss) per common share $ (.24) $ .02 $ (.10) $ .52 ========= ======== ========= ======== Weighted average shares 13,616 13,650 13,539 13,616 ========= ======== ========= ========
The accompanying notes are an integral part of these statements. 4 5 THE GOOD GUYS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE SIX-MONTH PERIOD ENDED MARCH 31, 1997 (In thousands except share data) (Unaudited)
Common Stock Additional ------------------------- paid-in Retained Shares Amount capital earnings Total ------ ------ ------- -------- ----- Balance at September 30, 1996 13,554,862 $ 14 $ 61,298 $ 67,956 $ 129,268 Issuance of common stock 200,683 1 1,091 -- 1,092 Repurchase and retirement of common stock (135,500) (1) (1,008) -- (1,009) Net loss for the six-month period Ended March 31, 1997 -- -- -- (1,316) (1,316) ----------- ---- -------- -------- --------- Balance at March 31, 1997 13,620,045 $ 14 $ 61,381 $ 66,640 $ 128,035 =========== ==== ======== ======== =========
The accompanying notes are an integral part of these statements. 5 6 THE GOOD GUYS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
Six Months Ended March 31, -------------------------- 1997 1996 ---- ---- Cash Flows from Operating Activities: Net income (loss) $ (1,316) $ 7,017 -------- -------- Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 4,828 4,548 Change in assets and liabilities: Accounts receivable (1,168) (7,489) Income taxes receivable 7,148 -- Merchandise inventories (13,496) (23,357) Prepaid expenses and other assets (57) 2,510 Accounts payable (8,835) 16,314 Accrued expenses and other liabilities 4,968 (3,585) -------- -------- Total adjustments (6,612) (11,059) -------- -------- Net cash used in operating activities (7,928) (4,042) -------- -------- Cash Flows from Investing Activities: Capital expenditures (1,469) (2,363) -------- -------- Net cash used in investing activities (1,469) (2,363) -------- -------- Cash Flows from Financing Activities: Issuance of common stock 1,092 1,341 Repurchase and retirement of common stock (1,009) (2,313) -------- -------- Net cash provided by (used in) financing activities 83 (972) -------- -------- Net decrease in cash and cash equivalents (9,314) (7,377) Cash and cash equivalents at beginning of period 21,965 18,434 -------- -------- Cash and cash equivalents at end of period $ 12,651 $ 11,057 ======== ========
The accompanying notes are an integral part of these statements. 6 7 THE GOOD GUYS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles and reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the information contained therein. The results of operations for the three and six month periods ended March 31, 1997 and 1996 are not necessarily indicative of the results to be expected for the full year. The consolidated financial statements should be read in conjunction with the financial statements, notes and supplementary data included and incorporated by reference in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1996. 2. At March 31, 1997, there were no borrowings under the Company's committed unsecured line of credit agreement. The Company was in compliance with or had received waivers for each of the covenants required by the agreement for the quarter ended March 31, 1997. 3. The weighted average number of shares outstanding during the three and six months ended March 31, 1997 has been computed by taking the number of days each share is 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 three and six months ended March 31, 1997 and 1996 as the dilutive effect of the options was less than 3%. 4. New Accounting Pronouncement: In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS 128). The Company is required to adopt SFAS 128 in the first quarter of fiscal 1998 at which time it will restate earnings per share (EPS) data for prior periods to conform with SFAS 128. Earlier application is not permitted. SFAS 128 replaces current EPS reporting requirements and requires a dual presentation of basic and diluted EPS. Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted average of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Pro forma income (loss) for basic and diluted EPS assuming SFAS 128 had been in effect for the quarter and year-to-date periods would not have differed from the reported amounts. 7 8 Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Form 10-Q includes forward-looking statements, which are subject to certain risks and uncertainties, including but not limited to increases in promotional activities of the Company's competitors, changes in consumer buying attitudes, the presence or absence of new products or product features in the Company's merchandise categories, changes in vendor support for advertising and promotional programs, changes in the Company's merchandise sales mix, general economic conditions, and other factors referred to in the Company's 1996 Annual Report on Form 10-K under "Information Regarding Forward Looking Statements". RESULTS OF OPERATIONS Net sales for the quarter ended March 31, 1997 were $205.1 million, a decrease of 3% from $210.4 million for the quarter ended March 31, 1996. During the second quarter of fiscal 1997, comparable store sales declined 9%. This decrease in sales was partially offset by sales related to the increase in the total number of stores in operation from 70 at March 31, 1996 to 76 at March 31, 1997. On a year-to-date basis, net sales for the period ended March 31, 1997 decreased 5% to $491.7 million, compared to $517.1 million during the same period in 1996. Comparable store sales decreased 11% for the six months ended March 31, 1997. The Company believes the decrease correlates with the general slowdown in demand for consumer electronics. Gross profit as a percentage of net sales was 25.3% and 25.1% for the quarter and six months ended March 31, 1997, respectively, as compared to 22.7% for the quarter and six months ended March 31, 1996. The increases in gross profit percentage reflect a gross margin improvement in all product categories. For the quarter and six months ended March 31, 1997, selling, general and administrative expenses were 28.0% and 25.5% of net sales, respectively, compared to 22.5% and 20.4% for the comparable 1996 periods. These increases are primarily due to the decline in store sales and an increase in net advertising expense. The effective income tax rates for the quarter and six months ended March 31, 1997 were 38.3% and 35.6% respectively, compared with 39.9% and 40.3% respectively, for such periods in the prior fiscal year. The 1997 effective tax rate is impacted by California net operating loss carryforward limitations. The 1996 effective tax rate was positively impacted by the utilization of job tax credits during the first half of the year. 8 9 The net loss for the quarter ended March 31, 1997 was $3.3 million ($.24 per share) or 1.6% of net sales. These results compare to net income of $289,000 ($.02 per share) or 0.1% of net sales for the same period last year. For the six months ended March 31, 1997 the net loss was $1.3 million ($.10 per share) or 0.3% of net sales, compared to net income of $7.0 million ($0.52 per share) or 1.4% of net sales for the same period last year. LIQUIDITY AND CAPITAL RESOURCES At March 31, 1997, the Company had working capital of $67.8 million. Net cash used in operating activities was $7.9 million for the six months ended March 31, 1997, compared to $4.0 million for the six months ended March 31, 1996. The increase in net cash used in operating activities was primarily due to the net loss, an increase in inventory and a decrease in accounts payable, partially offset by the receipt of income tax refunds. Net cash used in investing activities, which primarily consists of expenditures for stores, distribution facilities and administrative property and equipment, was $1.5 million for the six months ended March 31, 1997 as compared to $2.4 million during the same period last year. This decrease was attributable to the decrease in the number of stores opened; in the first half of fiscal 1997 one store opened and one store remodeled, compared with five stores opened during the first half of fiscal 1996. The Company maintains a revolving line of credit of up to $50 million. The credit agreement contains restrictive loan covenants which if violated could be used as a basis for termination of the agreement. For the quarter ended March 31, 1997, the Company was in compliance with or had received waivers for each of these covenants. During the quarter ended March 31, 1997 there were two amendments to the credit agreement which are being filed as exhibits with this Form 10-Q. There were no borrowings outstanding under the credit agreement at March 31, 1997. The Company expects to be able to fund its working capital requirements and expansion plans with a combination of cash flows 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. 9 10 PART II. OTHER INFORMATION ITEM 1-3 Not applicable ITEM 4 Submission of Matters to a Vote of Security Holders At the Annual Meeting of Shareholders of The Good Guys, Inc. held on February 11, 1997, 12,131,801 shares were present in person or by proxy out of 13,419,362 outstanding shares on December 16, 1996, the record date. The shareholders voted on the following matters: 1. The nominees for election as Directors of the Corporation were elected without opposition. A vote of the common stock with respect to this election was: Number of Shares
Nominees For Withheld - -------- --- -------- Stanley R. Baker 11,024,573 1,107,228 Robert A. Gunst 10,875,048 1,256,753 Russell M. Solomon 11,029,992 1,101,809 W. Howard Lester 11,027,302 1,104,499 John E. Martin 11,027,300 1,104,501
2. A vote of the common stock to approve an increase in the number of shares covered by the Employee Stock Purchase Plan by 600,000 was:
Number of shares For the proposal: 10,087,107 Against the proposal: 1,519,310 Withheld: 264,537 Non-Votes: 260,847
3. Ratification of the appointment of Deloitte & Touche, LLP as independent Certified Public Accountants.
Number of shares For the proposal: 12,082,991 Against the proposal: 20,353 Withheld: 28,457
ITEM 5 Not applicable 10 11 ITEM 6 Exhibits and Reports on Form 8-K
(a) Exhibit Description 10.18 First Amendment to Amended and Restated Credit Agreement, dated February 28, 1997, Among The Good Guys - California, Inc., Bank of America National Trust and Savings Association and The Union Bank of California N.A. 10.19 Second Amendment to Amended and Restated Credit Agreement, dated April 28, 1997, Among The Good Guys - California, Inc., Bank of America National Trust and Savings Association and The Union Bank of California N.A. 11.1 Statement Setting Forth Computation of Earnings Per Share 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 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 May 14, 1997 /s/ DENNIS C. CARROLL - ------------------------------------ -------------------------- Date Dennis C. Carroll Chief Financial Officer 11 12 13 EXHIBIT INDEX
NUMBER DESCRIPTION PAGE 10.18 First Amendment to Amended and Restated Credit Agreement, dated February 28, 1997, Among The Good Guys - California, Inc., Bank of America National Trust and Savings Association and The Union Bank of California N.A. 13-15 10.19 Second Amendment to Amended and Restated Credit Agreement, dated April 28, 1997, Among The Good Guys - California, Inc., Bank of America National Trust and Savings Association and The Union Bank of California N.A. 16-18 11.1 Statement Setting Forth Computation of Earnings Per Share 19 27.1 Financial Data Schedule 20
12 EX-10.18 2 1ST AMEND. TO CREDIT AGREE. DATED 2-28-97 1 EXHIBIT 10.18 FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Amendment is entered into as of February 28, 1997, among Bank of America National Trust and Savings Association ("BofA"), The Union Bank of California, N.A., as successor by merger to the Bank of California N.A. ("UBOC") and The Good Guys - California, Inc., a California corporation ("Borrower"). BofA and UBOC are sometimes referred to as "Banks" and each is a "Bank." RECITALS A. The Banks and the Borrower entered into a certain Amended and Restated Credit Agreement dated as of December 27, 1996 (the "Credit Agreement"). B. The Banks and the Borrower desire to amend the Agreement. AGREEMENT 1. Definitions. Capitalized terms used but not defined in this Agreement shall have the meaning given to them in the Credit Agreement. 2. Amendments. The Credit Agreement is hereby amended as follows: 2.1 Paragraph 6.4 is hereby amended to read as follows: 6.4 Adjusted Tangible Net Worth. Maintain on a consolidated basis Adjusted Tangible Net Worth of at least One Hundred Thirty Million Dollars ($130,000,000) as of the end of each calendar quarter. "Adjusted Tangible Net Worth" means Tangible Net Worth minus the proceeds of any public or private offering of stock of the Guarantor on or after September 30, 1996, including stock sold under the Employee Stock Purchase Plan. 3. Representations and Warranties. When the Borrower signs this Amendment, the Borrower represents and warrants to the Banks that: (a) There is no event which is, or with notice or lapse of time or both would be, an Event of Default under the Agreement; (b) The representations and warranties in the Agreement are true and correct as of the date of this Amendment as if made on the date of this Amendment; 13 2 (c) This Amendment is within the Borrower's powers, has been duly authorized, and does not conflict with any of the Borrower's organizational papers; and (d) This Amendment does not conflict with any law, agreement, or obligation by which the Borrower is bound. 4. Effect of Amendment. Except as provided in this Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect. 5. Counterparts. This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. This Amendment is executed as of the date first stated above. BANK OF AMERICA NATIONAL THE GOOD GUYS - CALIFORNIA, TRUST AND SAVINGS ASSOCIATION INC. By Hagop Bouldoukian By /s/ Dennis C. Carroll ------------------------------ ----------------------------- Title Vice President Title CFO ------------------------------ ----------------------------- By By ------------------------------ ----------------------------- Title Title ------------------------------ ----------------------------- THE UNION BANK OF CALIFORNIA N.A. By Wanda Headrick ------------------------------ Title Vice President ------------------------------ By ------------------------------ Title ------------------------------ 14 3 Guarantor's Acknowledgment and Agreement The Guarantor acknowledges the covenants applicable to it as set forth in the foregoing Amendment and agrees to comply with them until full and final payment of all of the Borrower's obligations under the Credit Agreement and any instrument or agreement required under the Credit Agreement. Date: February 28, 1997 THE GOOD GUYS, INC. By /s/ Dennis C. Carroll ------------------------------ Title CFO ------------------------------ By ------------------------------ Title ------------------------------ 15 EX-10.19 3 2ND AMEND. TO CREDIT AGREE. DATED 4-28-97 1 EXHIBIT 10.19 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Amendment is entered into as of April 28, 1997, among Bank of America National Trust and Savings Association ("BofA"), The Union Bank of California, N.A., as successor by merger to the Bank of California N.A. ("UBOC") and The Good Guys - California, Inc., a California corporation ("Borrower"). BofA and UBOC are sometimes referred to as "Banks" and each is a "Bank." RECITALS A. The Banks and the Borrower entered into a certain Amended and Restated Credit Agreement dated as of December 27, 1996 (as previously amended, the "Credit Agreement"). B. The Banks and the Borrower desire to amend the Agreement. AGREEMENT 1. Definitions. Capitalized terms used but not defined in this Agreement shall have the meaning given to them in the Credit Agreement. 2. Amendments. The Credit Agreement is hereby amended as follows: 2.1 The definition of "Spread" in paragraph 1.1 of the Agreement is hereby amended to read as follows: "Spread" means one and three-quarters (1.75) percentage points. 2.2 The first sentence of paragraph 2.4(b) of the Agreement is hereby amended to read as follows: Except as provided below, advances made by BofA under this Agreement shall bear interest at a rate per annum equal to BofA's Reference Rate plus one-quarter of one (0.25) percentage point, and advances made by UBOC under this Agreement shall bear interest at a rate per annum equal to UBOC's Prime Rate plus one-quarter of one (0.25) percentage point. 2.3 Paragraph 2.9 is hereby amended to read as follows: 2.9 Default Rate. Upon the occurrence and during the continuation of any Event of Default under Paragraph 6.4, 6.5, 6.7, or 7.1 below and without 16 2 constituting a waiver of any such Event of Default, advances under this Agreement from either Bank shall at the option of such Bank bear interest at a rate per annum which is two percentage points (2.00%) higher than the rate of interest otherwise provided under this Agreement. Upon the expiration of any Interest Period, the relevant Portion shall thereafter bear interest at BofA's Reference Rate plus two and one-quarter percentage points (2.25%) or UBOC's Prime Rate plus two and one-quarter percentage points (2.25%). 3. Representations and Warranties. When the Borrower signs this Amendment, the Borrower represents and warrants to the Banks that: (a) Other than the violation of Paragraph 6.4 as of March 31, 1997, which has been waived by the Banks by waivers dated April 21 and April 22, 1997, there is no event which is, or with notice or lapse of time or both would be, an Event of Default under the Agreement; (b) The representations and warranties in the Agreement are true and correct as of the date of this Amendment as if made on the date of this Amendment; (c) This Amendment is within the Borrower's powers, has been duly authorized, and does not conflict with any of the Borrower's organizational papers; and (d) This Amendment does not conflict with any law, agreement, or obligation by which the Borrower is bound. 4. Effect of Amendment. Except as provided in this Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect. 5. Counterparts. This Amendment may be executed in counterparts, each of which when so executed shall be deemed an original, but all such counterparts together shall constitute but 17 3 one and the same instrument. This Amendment is executed as of the date first stated above. BANK OF AMERICA NATIONAL TRUST AND THE GOOD GUYS - CALIFORNIA, INC. SAVINGS ASSOCIATION By /s/ Dennis C. Carroll By /s/ Hagop Bouldoukian ------------------------------- ---------------------------- Title CHIEF FINANCIAL OFFICER Title VICE PRESIDENT ----------------------------------- ---------------------------- By By --------------------------------- ---------------------------- Title Title ------------------------------ ---------------------------- THE UNION BANK OF CALIFORNIA N.A. By /s/ Wanda Headrick ---------------------------- Title VICE PRESIDENT ---------------------------- By ---------------------------- Title ---------------------------- 18 EX-11.1 4 STATEMENT OF EARNINGS PER SHARE 1 Exhibit 11.1 THE GOOD GUYS, INC. AND SUBSIDIARY STATEMENT SETTING FORTH COMPUTATION OF EARNINGS PER SHARE (In thousands except per share data)
March 31, March 31, 1997 1996 -------------- ------------ Net income (loss) $ (3,282) $ 289 1 As presented in the 10-Q: Shares used in per share computation 13,616 13,650 Net income (loss) per common share and common share equivalents $ (.24) $ 0.02 ======== ======= 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) 13,616 13,650 Stock options (B) 2 61 -------- ------- Total 13,618 13,711 Primary earnings per share $ (.24) $ 0.02 ======== ======= b) Fully diluted earnings per share Weighted average number of shares: Common stock (A) 13,616 13,650 Stock options (B) 2 75 -------- ------- Total 13,618 13,725 Fully diluted earnings per share $ (.24) $ 0.02 ======== =======
(A) The weighted average number of common shares outstanding during the quarter has been computed by taking the number of days each share is outstanding and dividing by the number of days in the quarter. (B) Stock options used in the 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. 19 EX-27.1 5 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS SEP-30-1997 MAR-31-1997 12,651 0 24,934 941 137,298 180,720 112,741 54,428 240,917 112,882 0 0 0 14 128,021 240,917 205,091 205,091 153,137 153,137 57,147 0 129 (5,322) (2,040) (3,282) 0 0 0 (3,282) (.24) (.24)
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