UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~May~~August 31, 2003

o[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period ~~from to~~ from_____________to______________

Commission File Number: 0-14134

GOOD GUYS, INC.

(exact name of registrant as specified in its charter)

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


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

1600 Harbor Bay Parkway
Alameda, CA 94502
(Address of principal executive offices)

(510) 747-6000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required 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[X] Yes o[ ] No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b –2). Yes o[ ] No x[X]

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

CLASS		OUTSTANDING AS OF ~~May~~AUGUST 31, 2003
Common Stock		27,150,483	~~26,972,897~~

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION
	Item 1. Financial Statements
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
		CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 3. Quantitative and Qualitative Disclosure About Market Risk
	Item 4. Controls and Procedures
PART II: OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 5. Other Information
	Item 6. Exhibits and Reports on Form 8-K
CERTIFICATIONS
Exhibit Index
Exhibit 99.1
Exhibit 10.39
Exhibit 99.2
Exhibit 10.40
Exhibit 99.3
Exhibit 10.41
Exhibit 10.42
Exhibit 10.43
Exhibit 10.44
Exhibit 10.43
Exhibit 10.46
Exhibit 10.47
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

GOOD GUYS, INC.

INDEX

		PAGE	~~PAGE~~
PART I:	FINANCIAL INFORMATION	~~FINANCIAL INFORMATION~~
Item 1.	Financial Statements:	~~Financial Statements:~~
		Condensed Consolidated Balance Sheets — May 31, 2003, February 28, 2003 and May 31, 2002		3
	Condensed Consolidated Balance Sheets — August 31, 2003, February 28, 2003 and August 31, 2002	3
		Condensed Consolidated Statements of Operations — Three month periods ended May 31, 2003 and 2002		4
	Condensed Consolidated Statements of Operations — Three and six month periods ended August 31, 2003 and 2002	4
		Condensed Consolidated Statement of Changes in Shareholders’ Equity — Three month period ended May 31, 2003		5
	Condensed Consolidated Statement of Changes in Shareholders’ Equity — Six month period ended August 31, 2003	5
		Condensed Consolidated Statements of Cash Flows — Three month periods ended May 31, 2003 and 2002		6
	Condensed Consolidated Statements of Cash Flows — Six month periods ended August 31, 2003 and 2002	6
	Notes to Condensed Consolidated Financial Statements	~~Notes to Condensed Consolidated Financial Statements~~7		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~8		9
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	~~Quantitative and Qualitative Disclosure About Market Risk~~11		10
Item 4.	Controls and Procedures	~~Controls and Procedures~~11		10
PART II:	OTHER INFORMATION	~~OTHER INFORMATION~~
Item 1.	Legal Proceedings	~~Legal Proceedings~~11		11
Item 5.		Other Information		11
Item 4.	Submission of Matters to a Vote of Security Holders	11
Item 6.		Exhibits and Reports on Form 8-K		11
Item 5.	Other Information	12
SIGNATURES				11
Item 6.	Exhibits and Reports on Form 8-K	12
CERTIFICATIONS				12
SIGNATURES		13
EXHIBITS		14		14

PART I: FINANCIAL INFORMATION ~~Item 1. Financial Statements~~

Item 1. Financial Statements

GOOD GUYS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)

				May 31,			February 28,			May 31,
				AUGUST 31,			FEBRUARY 28,			AUGUST 31,
				2003			2003			2002
ASSETS
CURRENT ASSETS:
	Cash and equivalents			$	34,~~065~~422		$	733		$	23,~~014~~890
	Accounts receivable (less allowance for doubtful accounts of $1,500, $1,463 and $5,562, respectively)				15,994			16,324			26,696
	Accounts receivable (less allowance for doubtful accounts of $1,888, $1,463 and $2,465 respectively)				19,436			16,324			25,190
	Merchandise inventories				9688,~~888~~688			100,867			~~106~~108,~~334~~348
	Prepaid expenses				9,~~598~~350			9,794			78,~~094~~207
		Total current assets			~~125~~121,~~545~~896			127,718			~~142~~145,~~138~~635
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT:
	Leasehold improvements				66,~~390~~551			66,179			66,~~078~~198
	Furniture, fixtures and equipment				7778,~~548~~079			77,034			7475,~~024~~377
	Construction in progress				~~972~~920			942			~~427~~1,654
	Total property and equipment, at cost				~~144~~145,~~910~~550			144,155			~~140~~143,~~529~~229
	Less accumulated depreciation and amortization				(~~104~~107,~~775~~295	)		(102,154	)		(9497,~~260~~143	)
	Property and equipment, net				4038,~~135~~255			42,001			46,~~269~~086
OTHER ASSETS					8378			686			~~609~~647
~~TOTAL ASSETS~~			TOTAL ASSETS	$	~~165~~160,~~763~~229		$	170,405		$	~~189~~192,~~016~~368
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Accounts payable			$	3735,~~686~~469		$	25,601		$	6039,~~968~~883
	Accrued expenses and other liabilities:
			Payroll		7,631			7,418			10,504
			Accrued payroll		6,973			7,418			10,159
			Sales taxes		3,573			3,401			4,405
			Sales taxes payable		3,534			3,401			4,323
			Store closure		5,~~530~~408			6,297			109,~~410~~037
			Extended service plan		2,~~176~~299			288			35,~~154~~727
			Other		1820,~~842~~263			16,230			1418,~~606~~495
	Total current liabilities				7573,~~438~~946			59,235			~~104~~87,~~047~~624
REVOLVING CREDIT DEBT					3740,~~399~~000			50,099			3051,~~009~~422
SHAREHOLDERS’ EQUITY:
	Preferred stock, $.001 par value:
			Authorized — 2,000,000 shares, Issued —none		—			—			—
	Common stock, $.001 par value Authorized — 40,000,000 shares, Issued and outstanding — 26,972,897, 26,833,452 and 26,429,565 shares, respectively				27			27			26
	Common stock, $.001 par value
	Additional paid-in-capital				111,685			111,418			110,945
			Authorized —40,000,000 shares, Issued and outstanding—27,150,483, 26,833,452 and 26,549,893 shares, respectively		27			27			27
	Accumulated deficit				(58,786	)		(50,374	)		(56,011	)
	Additional paid-in-capital				111,952			111,418			111,104
			Total shareholders’ equity		52,926			61,071			54,960
	Accumulated deficit				(65,696	)		(50,374	)		(57,809	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				$	165,763		$	170,405		$	189,016
			Total shareholders’ equity		46,283			61,071			53,322
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				$	160,229		$	170,405		$	192,368

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

GOOD GUYS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)

			Three Months Ended						Six Months Ended
			May 31,
			August 31,						August 31,
			2003			2002			2003			2002
Net sales			$	~~143~~152,~~352~~172		$	~~171~~177,~~033~~493		$	295,524		$	348,526
Cost of sales				(~~103~~111,~~703~~390	)		(~~121~~126,~~787~~788	)		(215,093	)		(248,575	)
	~~Gross profit~~	Gross profit		3940,~~649~~782			4950,~~246~~705			80,431			99,951
Selling, general and administrative				(44,~~913~~235	)		(5048,~~978~~781	)		(89,148	)		(99,759	)
Depreciation and amortization				(2,~~524~~446	)		(2,~~903~~982	)		(4,970	)		(5,885	)
Store closure and impairment of asset recovery				—			700
Store closure and (impairment) recovery of asset				(423	)		—			(423	)		700
Loss from operations				(76,~~788~~322	)		(31,~~935~~058	)		(14,110	)		(4,993	)
Interest expense, net				(~~624~~588	)		(~~652~~740	)		(1,212	)		(1,392	)
	Net loss		$	(86,~~412~~910	)	$	(41,~~587~~798	)	$	(15,322	)	$	(6,385	)
Net loss per share
		Basic	$	(0.3125	)	$	(0.1807	)	$	(0.57	)	$	(0.24	)
		Diluted	$	(0.3125	)	$	(0.1807	)	$	(0.57	)	$	(0.24	)
Weighted average shares
		Basic		2627,~~973~~109			26,~~069~~550			27,041			26,299
		Diluted		2627,~~973~~109			26,~~069~~550			27,041			26,299

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

GOOD GUYS, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE ~~THREE~~SIX-MONTH PERIOD ENDED ~~MAY~~AUGUST 31, 2003 (In thousands, except share data) (Unaudited)

		Common Stock				Additional
		COMMON STOCK				ADDITIONAL		RETAINED
							Paid-in		Accumulated
						PAID-IN		EARNINGS
		Shares		Amount		Capital		Deficit			Total
		SHARES		AMOUNT		CAPITAL		(DEFICIT)			TOTAL
Balance at February 28, 2003			26,833,452	$	27	$	111,418	$	(50,374	)	$	61,071
Issuance of common stock under employee stock purchase plan			139,445				214					214
Issuance of common stock: Employee stock purchase plan			253,310				364					364
	Amortization of restricted stock						53					53
	Directors' restricted stock		63,721				117					117
Net loss for the three-month period ended May 31, 2003									(8,412	)		(8,412	)
Issuance of warrants							53					53
Balance at May 31, 2003			26,972,897	$	27	$	111,685	$	(58,786	)	$	52,926
Net loss for the six-month period ended August 31, 2003									(15,322	)		(15,322	)
Balance at August 31, 2003			27,150,483	$	27	$	111,952	$	(65,696	)	$	46,283

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

GOOD GUYS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

Three Months Ended

SIX MONTHS ENDED

May 31,

AUGUST 31,

2003

2002

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss

(815,~~412~~322

)

(46,~~587~~385

)

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

Depreciation and amortization

25,~~636~~194

25,~~903~~885

Allowance for doubtful accounts

~~(37~~425

)

(~~241~~3,338

)

Provision for store closure

—423

(700

)

Restricted stock amortization

Restricted stock, warrants and amortization

170

Changes in assets and liabilities:

Accounts receivable

~~367~~(3,537

)

(2,~~310~~293

)

Merchandise inventories

312,~~979~~179

(46,~~225~~239

)

Prepaid expenses and other assets

~~799~~1,052

(~~408~~1,559

)

Accounts payable

129,~~085~~868

7(13,~~105~~980

)

Accrued expenses and other liabilities

4,~~118~~420

(116,~~528~~866

)

Net cash provided by (used in) operating activities

~~Net cash provided by (used in) operating activities~~

1514,~~588~~872

(1330,~~966~~829

)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of fixed assets

(~~770~~1,448

)

(~~413~~3,212

)

Net cash used in investing activities

(~~770~~1,448

)

(~~413~~3,212

)

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds from (repayment) borrowing of revolving credit

(1210,~~700~~099

)

628,~~778~~191

Issuance of common stock, net

~~214~~364

5,~~507~~632

Net cash (used in) provided by financing activities

(129,~~486~~735

)

1233,~~285~~823

Net increase (decrease) in cash and equivalents

23,~~332~~689

(~~2,094~~218

)

CASH AND EQUIVALENTS, BEGINNING OF PERIOD

733

4,108

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD

733

4,108

CASH AND EQUIVALENTS, END OF PERIOD

3,065

2,014

CASH AND EQUIVALENTS AT END OF PERIOD

4,422

3,890

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

GOOD GUYS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.		The condensed consolidated balance sheets at ~~May~~August 31, 2003 and ~~May~~August 31, 2002, ~~and~~ the consolidated statements of operations for the three-month and six-month periods then ended and the consolidated statements of cash flows for the ~~three~~six-month periods then ended have been prepared from the Company’s records without audit and in management’s opinion, include all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at ~~May~~August 31, 2003 and ~~May~~August 31, 2002, ~~and~~ the results of operations for the three-month and six-month periods then ended and cash flows for the ~~three~~six-month periods then ended. The balance sheet at February 28, ~~2003~~2002, presented herein, has been derived from the Company’s audited balance sheet. Certain information and disclosures normally included in the Company’s notes to the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted from these interim financial statements. Accordingly, these interim financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2003. The results of operations for the three-month ~~period~~and six-month periods ended ~~May~~August 31, 2003 are not necessarily indicative of the operating results for the full fiscal year.
2.		Basic earnings per share is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur from common shares to be issued through stock options and warrants.
		The potential dilutive effects of stock options and warrants were excluded from diluted earnings per share for the three-month periods ended May 31, 2003 and 2002 because their inclusion in net loss periods would be anti-dilutive to the earnings per share calculation.
		The potential dilutive effects of stock options and warrants were excluded from diluted earnings per share for the three-month and six-month periods ended August 31, 2003 and 2002 because their inclusion in net loss periods would be anti-dilutive to the earnings per share calculation.
		The Company accounts for its employee stock-based compensation using the intrinsic value method in accordance with Accounting Principle Board Opinion (“APB”) 25, “Accounting for Stock Issued to Employees” and its related interpretations and with the disclosure requirements of Statement of Financial Accounting Standard (“SFAS”) 148, “Accounting for Stock Based Compensation – Transition and Disclosure". Because the Company has granted stock options to its employees at fair market value at the date of grant, under APB 25, no compensation expense is required to be recognized in the consolidated financial statements.
		The Company accounts for its employee stock-based compensation using the intrinsic value method in accordance with Accounting Principle Board Opinion (“APB”) 25, “Accounting for Stock Issued to Employees” and its related interpretations and with the disclosure requirements of Statement of Financial Accounting Standard (“SFAS”) 148, “Accounting for Stock Based Compensation – Transition and Disclosure”.
		Equity instruments granted to non-employees are accounted for in accordance with the provisions of SFAS 123, “Accounting for Stock-Based Compensation” and Emerging Issues Task Force (“EITF”) 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling, Goods and Services”, under the fair value based method using the Black-Scholes option pricing model.
		Had compensation expense for the Company’s stock-based compensation plan been determined based upon fair values at the grant dates for awards under the plan in accordance with SFAS 123 calculated using the methods and assumptions described in Note 9 of the Annual 10-K, the Company’s net loss would have been as follows:

		Three months ended						Six months ended
		May 31,
		August 31,						August 31,
(Dollars in thousands)		2003			2002			2003			2002
Net loss, as reported		$	(86,~~412~~910	)	$	(41,~~587~~798	)	$	(15,322	)	$	(6,385	)
Add: Stock compensation determined using intrinsic value method			56(18	)		2535			37			60
Less: Stock compensation determined using fair value method			(68249	)		(~~253~~211	)		(316	)		(464	)
Pro forma net loss		$	(87,~~424~~177	)	$	(41,~~815~~974	)	$	(15,601	)	$	(6,789	)
Earnings per share:
	Basic – as reported	$	(0.3125	)	$	(0.1807	)	$	(0.57	)	$	(0.24	)
	Basic – pro forma	$	(0.3126	)	$	(0.1807	)	$	(0.58	)	$	(0.26	)
	Diluted – as reported	$	(0.3125	)	$	(0.1807	)	$	(0.57	)	$	(0.24	)
	Diluted – pro forma	$	(0.3126	)	$	(0.1807	)	$	(0.58	)	$	(0.26	)

3. Store closure accrual As of June 2003, the Company had closed all eight stores scheduled for closure. Prior to December 31, 2002 and in accordance with EITF 94-3, the Company recorded the estimated costs associated with closing a store during the period in which the store was identified and approved by management under a plan of termination, which includes the method of disposition and the expected date of completion. These costs included direct costs to terminate a lease or future lease obligations, net of expected sub-lease income, and the difference between the carrying values and estimated recoverable values of long-lived and intangible assets. Severance and other employee-related costs were recorded in the period in which the closure and related severance packages are communicated to the affected employees. After December 31, 2002, the Company adopted SFAS 146, which requires costs associated with the termination of the lease to be recorded when the store is closed, and other liabilities for costs associated with an exit or disposal activity to be recognized when the liability is incurred. The ~~movement~~decrease in the store closure accrual of $0.89 million during the six-month period ended August 31, 2003 represents cash payments of $1.3 Inmillion offset by a $0.4 million charge for the ~~prior~~reassessment ~~year~~of sub-lease income at the Maryland Parkway location in Las Vegas. In the six-month period ended August 31, 2002, the Company had executed lease termination agreements for five stores resulting in a reversal of estimated termination costs of $0.7 million. The total accrual for store closure expenses at ~~May~~August 31, 2003 was $5.54 million, compared to $6.3 million at February 28, 2003 and $109.40 million at ~~May~~August 31, 2002. 4. Borrowings Through May 31, 2006, the Company has a $100 million revolving credit facility from Bank of America and GE Capital. The Company is required to comply with a capital lease covenant and reporting requirements, as defined in the agreement. Available borrowings under the credit agreement are limited to certain levels of eligible accounts receivable and inventory balances, but may be increased from October 1 through December 20 of each year to meet seasonal needs, as defined within the agreement. At ~~May~~August 31, 2003, the Company had borrowings of $3740.40 million outstanding under the revolving credit agreement, with $1612.08 million available to borrow under the credit facility. At ~~May~~August 31, 2002, the Company had borrowings of $3051.04 million outstanding under the revolving credit agreement, with $1114.31 million available to borrow under the credit facility. On September 29, 2003, subsequent to the period end, the Company announced a definitive merger agreement with CompUSA. Under the terms of the agreement, each outstanding share of Good Guys common stock will be converted into $2.05 in cash. In connection with the transaction, CompUSA also invested $5 million in Good Guys in the form of a two-year unsecured subordinated convertible promissory note, convertible into Good Guys common stock at a price of $2.05 per share. 5. In December 2002, the FASB issued SFAS 148, “Accounting for Stock-Based Compensation – Transition and Disclosure"”. SFAS 148 amends SFAS 123, “Accounting for Stock-Based Compensation”, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition guidance and annual disclosure provisions of SFAS 148 were effective for the Company’s fiscal year ended February 28, 2003. The interim disclosure provisions are effective for the first quarter of the fiscal year ending May 31, 2004. The Company continues to account for stock-based compensation using the intrinsic value method in accordance with the provisions of APB 25, as allowed by SFAS 123. As a result, the adoption of SFAS 148 did not have any impact on the Company’s consolidated financial statements. 6. In November 2002, the Emerging Issues Task Force (“EITF’) reached a consensus regarding EITF 02-16, “Accounting by a Customer (including a Reseller) for Certain Consideration Received from a Vendor"”. EITF 02-16 addresses the timing of recognition and classification of consideration received from vendors, including rebates and allowances. EITF 02-16 is effective for certain of the Company’s vendor rebates and allowances commencing in November 2002. The adoption of EITF 02-16 had no impact on the Company’s consolidated financial statements.

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

BUSINESS OUTLOOK AND RISK FACTORS

The trend analyses and other non-historical information contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations 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, and are subject to the safe harbor provisions~~ of those Sections. Such forward-looking statements include, without limitation, statements concerning the Company’s future sales, earnings and other operating results. The Company’s actual results could differ materially from those discussed in the forward looking statements due to a number of factors, including but not limited to, the successful implementation of the Company’s restructuring program, increases in promotional activities of the Company’s competitors, changes in consumer buying attitudes, changes in vendor support, changes in the Company’s merchandise sales mix including discontinued product categories, general economic conditions and other factors referred to in the Company’s 2003 Annual Report on Form 10-K under “Information Regarding Forward Looking Statements” and “Risk Factors”.

amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor provisions of those Sections. Such forward-looking statements include, without limitation, statements concerning the Company’s future sales, earnings and other operating results. The Company’s actual results could differ materially from those discussed in the forward looking statements due to a number of factors, including but not limited to, the successful implementation of internal initiatives to better align the sales, marketing and merchandising functions, increases in promotional activities of the Company’s competitors, changes in consumer buying attitudes, changes in vendor support, changes in the Company’s merchandise sales mix including discontinued product categories, general economic conditions and other factors referred to in the Company’s 2003 Annual Report on Form 10-K under “Information Regarding Forward Looking Statements” and “Risk Factors”.

RESULTS OF OPERATIONS

Net sales for the three months ended ~~May~~August 31, 2003 were $~~143~~152.42 million, a decline of 1614.23%, compared to $~~171~~177.05 million inof net sales for the same period last year. This decrease ispredominantly reflects a 12.6% decline in same store sales, primarily due to the ~~impact~~challenging ~~of the~~ economic climate ~~and~~. ~~five~~Net ~~stores~~sales for the ~~Company~~six months ~~closed~~ended inAugust 31, 2003 were $295.5 million, a decline of 15.2%, compared to $348.5 million of net sales for the same period last year. ~~Actual comparable~~Comparable store sales ~~decreased~~for 14the six-month period have declined 13.4%, ~~and~~due to the same factor mentioned above. The Company expects continued ~~same store~~negative ~~sale~~comparable ~~decreases~~store sales through the ~~first~~third ~~half~~quarter of the year. The Company continued to see increases in average transaction size and gross profit per transaction, for both the quarter and the six months ended August 31, 2003, although these gains were minimized by the overall decline in store traffic.

~~Sales~~Demand offor the latest digital and high-tech ~~products~~electronics, including ~~flat~~liquid crystal ~~panel~~ and ~~high-definition~~ ~~televisions~~plasma displays, ~~high~~HDTV ~~definition~~ set-top boxes and ~~MP3~~DVD ~~players~~ recorders, continued ~~their~~to be strong ~~demand~~– unit sales of plasma displays doubled, ~~but~~and ~~those~~liquid ~~gains~~crystal ~~were~~display sales ~~offset~~tripled byin the quarter over the same period last year – but there were declines in ~~audio~~total sales dollars of more mature categories such as DVD players, ~~business~~projection and glass TVs and home audio products. As consumer preferences shift away from these more ~~established~~traditional ~~categories~~products, Good Guys is expanding its assortment of new, differentiated entertainment electronics at the front end of the adoption cycle and refocusing its sales and marketing efforts on solution selling, which presents customers with complete solutions that encompass audio and video products, accessories and value-added services, such as, ~~traditional~~custom installation ~~televisions~~and delivery. The sale of Extended Service Protection contracts for ~~reduced~~the three and six months ended August 31, 2003, decreased to 7.7% of product sales from 7.98% of product sales induring the same ~~period~~periods inlast ~~the prior~~ year.

Gross profit as a percentage of net sales decreased to 2726.78% for the three months ended ~~May~~August 31, 2003 compared to 28.86% for the ~~same~~three ~~period~~months ~~in the prior~~ended ~~year~~August 31, 2002. ~~This~~The decrease reflects ~~increased~~the promotional ~~expenses~~environment, ~~higher~~aggressive inventory management, including the focused sell-through of discontinued brands and models through warehouse sales and a 2% increase in sales of video products, which have lower margins than audio products, as a percentage of total product sales. For the quarter, sales of video products accounted for 60% of total product sales, audio products accounted for 13%, mobile products accounted for 11% and ~~increased~~other ~~service~~accounted ~~costs~~for 16%. For the same period last year, sales of video products accounted for 58% of total product sales, audio products accounted for 14%, mobile products accounted for 11% and other accounted for 17%. Gross profit as a percentage of net sales decreased to 27.2% for the six months ended August 31, 2003 compared to 28.7% for the same period last year due substantially to the same factors mentioned above.

Selling, general and administrative and store closure expenses of $47.41 million, including depreciation and amortization, decreased $54.87 million ~~for~~(9.1% decrease) for the three months ended ~~May~~August 31, 2003, compared to $5351.28 million for the same period inlast ~~the prior~~ year. These expenses represented 3330.19% of net sales for in the three months ended ~~May~~August 31, 2003 compared to 3129.12% for the same period inlast ~~the prior~~ year. The decrease in selling, general and administrative expenses, including depreciation and amortization, ~~reflects~~for the ~~continued~~period ~~tight~~is ~~control~~primarily due to the ~~over~~Company’s ~~costs~~ongoing efforts to lower its cost structure; the increase in ~~percentage~~ rate reflects the non-leverage of costs by the lower sales volume. InThe results for the three-month period ended August 31, 2003 include a $0.4 million charge for reassessment of the sub-lease income from the Maryland Parkway store location in Las Vegas, a store closed as part of the restructuring in January 2002. Selling, general and administrative and store closure expenses of $94.5 million, including depreciation and amortization, decreased $10.4 million (9.9% decrease) for the six months ended August 31, 2003, compared to $104.9 million for the same period last year. These expenses represented 32.0% of net sales compared to 30.1% for the prior year and the decrease year-to-date is due to the same factors listed above. In the six-month period last year, the Company had executed lease termination agreements for five stores, resulting in a reversal of estimated termination costs of $0.7 million.

Interest expense decreased to $0.6 million for the three months ended ~~May~~ August 31, 2003 from $0.7 million infor the same period last year. The decrease was primarily attributable to the increased focus by the Company on working capital management. Interest expense decreased to $1.2 million for the six months ended August 31, 2003, from $1.4 million for the same period last year.

As a result of the factors discussed above, the net loss for the three months ended May 31, 2003 was $8.4 million compared to a net loss of $4.6 million for the three months ended May 31, 2002. The net loss per share for the three months ended May 31, 2003 was $0.31 per share compared to a net loss of $0.18 per share for the same period in the prior year.

Liquidity and Capital Resources

At May 31, 2003, the Company had cash and equivalents of $3.1 million, compared to $2.0 million at May 31, 2002. The Company’s working capital was $50.1 million at May 31, 2003 compared to $38.1 million at May 31, 2002. Net cash provided by operating activities was $15.6 million for the three months ended May 31, 2003 compared to cash used of $14.0 million for the same period in the prior year. This primarily reflects the timing of payments for accounts payable offset by borrowings against the revolving credit facility and a reduction in merchandise inventories, achieved through more effective supply chain management and the gross profit return on investment initiative, including SKU rationalization.

Net cash used in investing activities for the purchase of fixed assets was $0.8 million for the three months ended May 31, 2003 compared to $0.4 million used in investing activities for the same period in the prior year.

~~Through~~As ~~May 31,~~a ~~2006,~~result of the ~~Company~~factors ~~has~~discussed aabove, ~~$100 million~~the ~~revolving~~net ~~credit~~loss ~~facility from~~for ~~Bank~~the ofthree ~~America~~months ended ~~and~~August 31, GE2003 ~~Capital~~was $6.9 million ~~The~~compared ~~Company~~to isa ~~required~~net toloss ~~comply~~of ~~with a~~$1.8 million ~~capital~~for ~~lease~~the ~~covenant~~three ~~and~~months ~~reporting~~ended ~~requirements~~August 31, ~~as defined in the agreement~~2002. ~~Available~~ ~~borrowings~~The ~~under~~net ~~the~~loss ~~credit~~per ~~agreement~~share ~~are~~for ~~limited to certain levels~~the ofthree ~~eligible~~months ~~accounts~~ended ~~receivable and inventory balances~~August 31, ~~but~~2003 ~~may~~was be$0.25 ~~increased from~~per ~~October~~share 1compared ~~through December 20 of each year~~ to ~~meet~~a ~~seasonal~~net ~~needs. As~~loss ~~well~~of as$0.07 ~~the~~per ~~increased~~share ~~seasonal~~for ~~availability~~the ~~during~~three ~~the~~months ~~holiday~~ended ~~season~~August 31, ~~the amended~~2002. ~~facility~~The ~~offers~~net ~~the~~loss ~~ability to increase borrowings~~ for ~~incremental~~ ~~inventory~~the ~~purchases~~six ~~and~~months ~~lower~~ended ~~costs. At May~~August 31, 2003, ~~the~~was ~~Company had borrowings of~~ $3715.43 million, ~~outstanding~~or ~~under~~a ~~the~~net ~~revolving~~loss ~~credit~~of ~~agreement, with~~ $~~16.~~0 ~~million~~.57 per ~~available~~share, compared to ~~borrow~~a ~~under~~net ~~the~~loss ~~credit~~of ~~facility~~$6. ~~At May~~4 31million, ~~2002,~~ ~~the~~or ~~Company~~a ~~had~~net ~~borrowings~~loss of $~~30.~~0 ~~million~~.24 ~~outstanding~~per share, ~~under~~for the ~~revolving~~ ~~credit~~six ~~agreement,~~months ~~with~~ended ~~$11.3~~August ~~million~~31, ~~available to borrow under the credit facility~~2002.

~~The~~Liquidity ~~Company expects to fund its working capital requirements with a combination of cash flows from operations, normal trade credit, the revolving credit facility,~~ and ~~lease~~Capital ~~financing arrangements, though any continued decreases in~~Resources ~~its same store sales beyond the first half of fiscal 2004 could adversely~~ ~~affect its ability to do so.~~

AsAt ofAugust 31, ~~June~~ 2003, the Company had ~~closed~~cash ~~all~~and ~~eight~~equivalents ~~stores~~of ~~scheduled for closure~~$4.4 million, ~~With~~compared ~~respect~~ to ~~these~~$3.9 million ~~stores~~at August 31, ~~the~~2002. The Company’s ~~has~~working ~~executed lease termination~~capital ~~agreements~~decreased ~~for~~to ~~five~~$48.0 million ~~stores~~at ~~and~~August 31, is2003 ~~currently~~from ~~negotiating~~$58.1 million ~~either~~at ~~the termination~~August 31, of2002, ~~the~~primarily ~~lease~~due orto the ~~sub-lease~~aggressive offocus ~~two~~on ofinventory ~~the~~management, ~~remaining stores. Execution of the~~which ~~five lease terminations~~ resulted in aan ~~reversal~~inventory oflevel ~~estimated termination costs~~ of $088.7 million inat ~~the three months ending May~~August 31, ~~2002.~~2003, ~~The~~compared ~~amendment~~ to ~~the~~ ~~lease~~$108.3 million ~~for~~at ~~the Pinole~~August 31, ~~California~~2002. ~~store~~Net ~~allows~~cash ~~the~~provided ~~Company~~by tooperating ~~re-open the store~~activities inwas ~~a smaller format, which it expects to do so in August 2003~~$14.9 million Infor the ~~fiscal year~~six months ended ~~February~~August 2831, 2003, ~~the~~compared ~~amendment,~~to ~~after negotiation fees and certain~~cash ~~expenses,~~used ~~resulted~~by inoperating aactivities ~~reversal~~ of $130.08 million ~~from~~for the ~~estimated~~same ~~store~~period last year. ~~closure~~The ~~accrual~~increase ~~established~~in ~~for~~net ~~that~~cash ~~store~~provided inprimarily ~~January~~reflects ~~2002.~~the ~~The~~continued ~~Company~~focus ~~has~~on ~~reassessed~~inventory ~~its~~management ~~reserves~~and ~~for~~timing ~~the~~of ~~remaining~~payments ~~two~~for ~~stores~~accounts ~~and~~payable ~~believes~~to ~~that they are~~maximize ~~adequate~~cash discounts. The ~~total~~increase ~~accrual~~in ~~for~~net ~~store~~cash ~~closure~~provided ~~expenses~~by atoperating ~~May 31,~~activities ~~2003 was~~is offset by $510.50 million, ~~compared~~of torepayments ~~$6.3 million~~on atthe ~~February 28~~revolving credit line within financing activities, ~~2003~~compared ~~and~~to borrowings of $1028.42 million for the same atperiod ~~May 31,~~last ~~2002~~year.

~~The~~Net ~~Company~~cash ~~continues~~used to implement its turnaround strategy to sustain profitability. Based on the current economic and promotional environment, the Company has adjusted its internal plan to reflect lower gross profit margins and a decline in ~~comparable~~investing ~~store sales in the first half of the year. Profitability is contingent upon many factors~~activities, ~~including,~~for ~~but not limited to,~~ the ~~continued~~purchase ~~successful implementation~~ of ~~the~~fixed ~~turnaround strategy~~assets, ~~the~~was ~~development~~$1.4 million ~~of consumer acceptance of new technologies, consumer demand~~ for ~~existing~~ ~~technologies,~~ the ~~presence~~six ormonths ~~absence~~ended ofAugust 31, ~~new~~2003 ~~features~~compared onto ~~existing~~$3.2 million ~~merchandise,~~used ~~continued~~in ~~vendor~~investing ~~support~~activities ~~and~~for ~~economic conditions in~~ the ~~regions~~same ~~in which~~period ~~its~~last ~~stores are located~~year.

Through May 31, 2006, the Company has a $100 million revolving credit facility from Bank of America and GE Capital. The Company is required to comply with a capital lease covenant and reporting requirements, as defined in the agreement. Available borrowings under the credit agreement are limited to certain levels of eligible accounts receivable and inventory balances, but may be increased from October 1 through December 20 of each year to meet seasonal needs, as defined within the agreement. As well as the increased seasonal availability during the holiday season, the amended facility offers the ability to increase borrowings for incremental inventory purchases. At August 31, 2003, the Company had borrowings of $40.0 million outstanding under the revolving credit agreement, with $12.8 million available to borrow under the credit facility. At August 31, 2002, the Company had borrowings of $51.4 million outstanding under the revolving credit agreement, with $14.1 million available to borrow under the credit facility.

On September 29, 2003, subsequent to the period end, the Company announced a definitive merger agreement with CompUSA. Under the terms of the agreement, each outstanding share of Good Guys common stock will be converted into $2.05 in cash. In connection with the transaction, CompUSA also invested $5 million in Good Guys in the form of a two-year unsecured subordinated convertible promissory note, convertible into Good Guys common stock at a price of $2.05 per share.

The Company expects to fund its working capital requirements with a combination of cash flows from operations, the $5 million investment from CompUSA, normal trade credit, the revolving credit facility, and lease financing arrangements. If for any reason the proposed merger with CompUSA were not consummated and if the Company were to continue to incur negative same store sales beyond the end of the fiscal year, the ability of the Company to fund its working capital needs, absent an alternative transaction or other financing arrangements, would be adversely affected.

As of June 2003, the Company had closed all eight stores scheduled for closure. With respect to these stores, the Company has executed lease termination agreements for five stores and is currently negotiating either the termination of the lease or the sub-lease of two of the remaining stores. Execution of the five lease terminations resulted in a reversal of estimated termination costs of $0.7 million in the six months ended August 31, 2002. During the fiscal year ended February 28, 2003, the Company amended the lease for the Pinole, California store. The amendment to the lease allows the Company to re-open the store in a smaller format, which it expects to do in February 2004. During the fiscal year ended February 28, 2003, the amendment, after negotiation fees and certain expenses, resulted in a reversal of $1.0 million from the estimated store closure accrual established for that store in January 2002. The Company has reassessed its reserve for the Maryland Parkway location in Las Vegas and reduced the expected sub-lease income, resulting in an additional charge of $0.4 million. The Company believes that the reassessed reserves for the remaining stores are adequate. The total accrual for store closure expenses at August 31, 2003 was $5.4 million, compared to $6.3 million at February 28, 2003 and $9.0 million at August 31, 2002.

Based on the current economic and promotional environment, the Company has adjusted its internal plan to reflect a decline in comparable store sales in the third quarter of the year. Returning to profitability is contingent upon many factors, including, but not limited to, the successful implementation of internal initiatives to better align the sales, marketing and merchandising functions, the development of consumer acceptance of new technologies, consumer demand for existing technologies, the presence or absence of

new features on existing merchandise, continued vendor support and economic conditions in the regions in which the Company’s stores are located.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

The Company is exposed to market risks, which include changes in U.S. interest rates. The Company does not engage in financial transactions for trading or speculative purposes. The interest due on the Company’s line of credit is based on variable interest rates and therefore affected by changes in market interest rates. If interest rates on existing variable rate debt rose 98 basis points (a 10% change from the bank’s reference rate as of ~~May~~August 31, 2003), the Company’s results from operations and cash flows would not be materially affected.

The Company believes that there has been minimal inflation in the consumer electronics industry because of competition among manufacturers and technological changes. Therefore, inflation has not had a material effect on its net sales or cost of sales.

Item 4. Controls and Procedures

(a)		Evaluation of disclosure controls and procedures. The Company’s principal executive officer and its principal financial officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a – 1415(ce) and 15d – 1415(ce)) onas ~~June~~of 26August 31, 2003, have concluded ~~that~~, asbased ofon ~~such~~this ~~date~~evaluation, that the Company’s disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities.
(b)		Changes in internal controls. ~~There~~The ~~were~~evaluation nodescribed ~~significant~~above did not identify any changes in the Company’s internal ~~controls~~control orover infinancial ~~other~~reporting ~~factors~~ that ~~could~~occurred ~~significantly~~during ~~affect~~ the ~~Company’s~~quarter ~~internal~~ended ~~controls~~August ~~subsequent~~31, to2003 ~~the~~that ~~date~~has ofmaterially ~~their evaluation~~affected, ~~nor~~or ~~were~~is ~~there~~reasonably ~~any~~likely ~~significant~~to ~~deficiencies~~materially oraffect, ~~material weaknesses in~~ the Company’s internal ~~controls.~~control Asover afinancial ~~result, no corrective actions were required or undertaken~~reporting.

GOOD GUYS, INC.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in various legal proceedings arising during the normal course of business. The Company believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material impact on its financial position or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

At the annual meeting of shareholders of the Company held on June 26, 2003, 22,182,952 shares were represented in person or by proxy. The matters voted upon and the results of the voting are as follows:

The election of directors


Nominee	In Favor		Withheld

Kenneth R. Weller		20,972,944		1,210,008
Thomas F. Herman		20,921,242		1,261,710
John E. Martin		20,921,760		1,261,192
Russell M. Solomon		20,922,327		1,260,625
Cathy A. Stauffer		20,956,226		1,226,726

2.		The amendment to the Company’s 1994 Stock Incentive Plan to increase the number of shares of Common Stock reserved for issuance under the plan by 500,000: 21,037,092 voters in favor, 989,608 votes against and 156,252 abstentions.

3.		The amendment to the Company’s Employee Stock Purchase Plan to increase the number of shares of Common Stock reserved for issuance under the plan by 750,000: 21,127,614 voters in favor, 893,496 votes against and 161,842 abstentions.

The ratification of selection of Deloitte & Touche LLP as the independent auditors of the Company: 20,590,047 voters in favor, 1,571,451 votes against and 21,454 abstentions.

Item 5. Other Information

ByOn ~~the~~September 29, ~~attached~~2003, ~~press~~subsequent ~~release,~~to ~~dated~~the ~~July 8,~~period ~~2003~~end, the Company announced a ~~certain~~definitive ~~management~~merger ~~changes~~agreement with CompUSA. Under the terms of the agreement, each outstanding share of Good Guys common stock will be converted into $2.05 in cash. In connection with the transaction, CompUSA also invested $5 million in Good Guys in the form of a two-year unsecured subordinated convertible promissory note, convertible into Good Guys common stock at a price of $2.05 per share.

On October 1, 2003, plaintiff Connie Seers filed a complaint purportedly on behalf of a putative class of Good Guys shareholders in the Superior Court of the State of California for Alameda County against Good Guys and its directors. The complaint alleges, among other things, breach of fiduciary duty in connection with the proposed merger of Good Guys and CompUSA Inc., that the individual defendants engaged in self-dealing and that the individual defendants failed to take steps to maximize the value of Good Guys to its public stockholders. The complaint seeks preliminary and permanent injunctive relief, including, but not limited to, enjoining the consummation of the proposed merger, and plaintiff’s attorneys’ fees and costs in pursuing the action. Good Guys believes the claims to be without merit and intends to defend this lawsuit vigorously

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits



			10.39			Amendment to Executive Employment Agreement with Kenneth R. Weller, dated as of August 5, 2003.

			10.40			Letter Agreement between Thomas F. Herman and the Company, dated August 6, 2003.

			10.41			Letter Agreement between Cathy A. Stauffer and the Company, dated August 6, 2003.

			10.42			Letter Agreement between John J. Deluca and the Company, dated August 6, 2003.

			10.43			Letter Agreement between Jason B. Dillon and the Company, dated August 6, 2003.

			10.44			Letter Agreement between Mary F. Doan and the Company, dated August 6, 2003.

			10.45			Letter Agreement between Jeff G. Linden and the Company, dated August 6, 2003.

			10.46			Letter Agreement between Rajendra M. Mohan and the Company, dated August 6, 2003.

			10.47			Letter Agreement between David A. Carter and the Company, dated August 6, 2003.

			31.1			Certification Pursuant to Rule 13a – 14(a)/15d – 14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

			31.2			Certification Pursuant to Rule 13a – 14(a)/15d – 14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

			32.1			Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

			32.2			Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.3		Press Release, dated July 8, 2003.

(b) Reports on Form 8-K filed during the quarter.

No reports on form 8-K were filed during the quarter.

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.

	GOOD GUYS, INC.
Date: July 15, 2003	By:	/s/	KENNETH R. WELLER
			Kenneth R. Weller
			Chairman and Chief Executive Officer
Date: July 15, 2003	By:	/s/	DAVID A. CARTER
			David A. Carter
			Chief Financial Officer

~~CERTIFICATIONS~~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.

I, Kenneth R. Weller, certify that:


		GOOD GUYS, INC.

Date: October 8, 2003	By:	/s/ KENNETH R. WELLER

		Kenneth R. Weller
		Chairman and Chief Executive Officer

1. I have reviewed this quarterly report on Form 10-Q of Good Guys, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a – 14 and 15 d – 14) for the registrant and we have:

(a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: July 15, 2003	/s/	KENNETH R. WELLER
		Kenneth R. Weller
		Chairman and Chief Executive Officer

I, David A. Carter, certify that:

4. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

5. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: July 15, 2003	/s/	DAVID A. CARTER
		David A. Carter
		Chief Financial Officer

Exhibit Index


(a)	Exhibits

		10.39	Amendment to Executive Employment Agreement with Kenneth R. Weller, dated as of August 5, 2003.

		10.40	Letter Agreement between Thomas F. Herman and the Company, dated August 6, 2003.

		10.41	Letter Agreement between Cathy A. Stauffer and the Company, dated August 6, 2003.

		10.42	Letter Agreement between John J. Deluca and the Company, dated August 6, 2003.

		10.43	Letter Agreement between Jason B. Dillon and the Company, dated August 6, 2003.

		10.44	Letter Agreement between Mary F. Doan and the Company, dated August 6, 2003.

		10.45	Letter Agreement between Jeff G. Linden and the Company, dated August 6, 2003.

		10.46	Letter Agreement between Rajendra M. Mohan and the Company, dated August 6, 2003.

		10.47	Letter Agreement between David A. Carter and the Company, dated August 6, 2003.

		31.1	Certification Pursuant to Rule 13a – 14(a)/15d – 14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

		31.2	Certification Pursuant to Rule 13a – 14(a)/15d – 14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

		32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

		32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Filing Compare · GOOD GUYS INC