---

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2003

or

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

For the transition period from  to

Commission File No. 000-22207

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GUITAR CENTER, INC.(Exact Name of Registrant as Specified in its Charter)

DELAWARE(State or other jurisdiction of
incorporation or organization)

95-4600862(I.R.S. Employer
Identification Number)5795 LINDERO CANYON ROAD
WESTLAKE VILLAGE, CALIFORNIA(Address of principal executive offices)

91362(Zip Code)


(818) 735-8800(Registrant's telephone number, including area code

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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 ý    No o

As
of May 1, 2003, 22,978,918 shares of our Common Stock, $.01 par value, were outstanding.

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Guitar Center, Inc. and subsidiaries

INDEX

|Part I.  |  | Financial Information                                                                         |  |   
|-------- |  | --------------------------------------------------------------------------------------------- |  | --
|         |  | Item 1. Consolidated Financial Statements (Unaudited)                                         |  |   
|         |  | Consolidated Balance SheetsMarch 31, 2003 and December 31, 2002                              |  | 3 
|         |  | Consolidated Statements of IncomeThree months ended March 31, 2003 and 2002                  |  | 4 
|         |  | Consolidated Statements of Cash FlowsThree months ended March 31, 2003 and 2002              |  | 5 
|         |  | Notes to Consolidated Financial Statements                                                    |  | 6 
|         |  | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 10
|         |  | Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |  | 27
|         |  | Item 4. Controls and Procedures                                                               |  | 27
|Part II. |  | Other Information                                                                             |  |   
|         |  | Item 4. Submission of Matters to a Vote of Security Holders                                   |  | 27
|         |  | Item 6. Exhibits                                                                              |  | 28

2

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Guitar Center, Inc. and subsidiaries  Consolidated Balance Sheets(In thousands, except per share amounts)

|                                     |                                                                                                                                          | March 31,
2003 |         | December 31,
2002 |  
|------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------- | -------------- | ------- | ----------------- | -
|Assets                               |                                                                                                                                          |                |         |                   |  
|Current assets:                      |                                                                                                                                          |                |         |                   |  
|                                     | Cash                                                                                                                                     |                | $       | 5,475             |  
|                                     | Accounts receivable, net                                                                                                                 |                |         | 16,899            |  
|                                     | Merchandise inventories                                                                                                                  |                |         | 293,401           |  
|                                     | Prepaid expenses and deposits                                                                                                            |                |         | 8,049             |  
|                                     | Deferred income taxes                                                                                                                    |                |         | 6,077             |  
|                                     |                                                                                                                                          |                |         |                   |  
|Total current assets                 |                                                                                                                                          |                | 329,901 |                   |  
|Property and equipment, net          |                                                                                                                                          |                | 90,244  |                   |  
|Goodwill                             |                                                                                                                                          |                | 25,995  |                   |  
|Deposits and other assets, net       |                                                                                                                                          |                | 4,203   |                   |  
|                                     |                                                                                                                                          |                |         |                   |  
|                                     |                                                                                                                                          | $              | 450,343 |                   | $
|                                     |                                                                                                                                          |                |         |                   |  
|Liabilities and stockholders' equity |                                                                                                                                          |                |         |                   |  
|Current liabilities:                 |                                                                                                                                          |                |         |                   |  
|                                     | Accounts payable                                                                                                                         |                | $       | 63,310            |  
|                                     | Accrued expenses and other current liabilities                                                                                           |                |         | 44,656            |  
|                                     | Merchandise advances                                                                                                                     |                |         | 13,123            |  
|                                     | Revolving line of credit                                                                                                                 |                |         | 91,626            |  
|                                     | Current portion of long-term debt                                                                                                        |                |         | 66                |  
|                                     |                                                                                                                                          |                |         |                   |  
|Total current liabilities            |                                                                                                                                          |                | 212,781 |                   |  
|Other long-term liabilities          |                                                                                                                                          |                | 5,761   |                   |  
|Deferred income taxes                |                                                                                                                                          |                | 3,352   |                   |  
|Long-term debt                       |                                                                                                                                          |                | 66,773  |                   |  
|                                     |                                                                                                                                          |                |         |                   |  
|Total liabilities                    |                                                                                                                                          |                | 288,667 |                   |  
|Stockholders' equity:                |                                                                                                                                          |                |         |                   |  
|                                     | Preferred Stock; authorized 5,000 shares at March 31, 2003 and December 31, 2002, none issued and outstanding                            |                |         |                  |  
|                                     | Common Stock, $0.01 par value, authorized 55,000 shares, issued and outstanding 22,837 at March 31, 2003 and 22,746 at December 31, 2002 |                |         | 228               |  
|                                     | Additional paid in capital                                                                                                               |                |         | 255,333           |  
|                                     | Accumulated deficit                                                                                                                      |                |         | (93,885           | )
|                                     |                                                                                                                                          |                |         |                   |  
|                                     | Total stockholders' equity                                                                                                               |                |         | 161,676           |  
|                                     |                                                                                                                                          |                |         |                   |  
|                                     |                                                                                                                                          | $              | 450,343 |                   | $
|                                     |                                                                                                                                          |                |         |                   |  

See
accompanying notes to consolidated financial statements.

3

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Guitar Center, Inc. and subsidiaries  Consolidated Statements of Income(In thousands, except per share data)

|                                             |         | Three months ended March 31,
|-------------------------------------------- | ------- | ----------------------------
|
|Net sales                                    |         | $                           
|Cost of goods sold, buying and occupancy     |         |                             
|                                             |         |                             
|Gross profit                                 |         |                             
|Selling, general and administrative expenses |         |                             
|                                             |         |                             
|Operating income                             |         |                             
|Interest expense, net                        |         |                             
|                                             |         |                             
|Income before income taxes                   |         |                             
|Income taxes                                 |         |                             
|                                             |         |                             
|Net income                                   |         | $                           
|                                             |         |                             
|Net income per share                         |         |                             
|                                             | Basic   |                             
|                                             |         |                             
|                                             | Diluted |                             
|                                             |         |                             
|Weighted average shares outstanding          |         |                             
|                                             | Basic   |                             
|                                             |         |                             
|                                             | Diluted |                             
|                                             |         |                             

See
accompanying notes to consolidated financial statements.

4

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Guitar Center, Inc. and subsidiaries  Consolidated Statements of Cash Flows(In thousands)

|                                                                              |                                                | Three months ended March 31, |       
|----------------------------------------------------------------------------- | ---------------------------------------------- | ---------------------------- | ------
|
|Operating activities                                                          |                                                |                              |       
|Net income                                                                    |                                                | $                            | 5,277 
|Adjustments to reconcile net income to net cash used in operating activities: |                                                |                              |       
|Depreciation and amortization                                                 |                                                |                              | 4,857 
|                                                                              | Amortization of deferred financing fees        |                              |       
|                                                                              | Changes in operating assets and liabilities:   |                              |       
|                                                                              | Accounts receivable                            |                              |       
|                                                                              | Merchandise inventories                        |                              |       
|                                                                              | Prepaid expenses and deposits                  |                              |       
|                                                                              | Other assets                                   |                              |       
|                                                                              | Accounts payable                               |                              |       
|                                                                              | Accrued expenses and other current liabilities |                              |       
|                                                                              | Other long-term liabilities                    |                              |       
|                                                                              | Merchandise advances                           |                              |       
|                                                                              |                                                |                              |       
|Net cash used in operating activities                                         |                                                |                              | (5,323
|Investing activities                                                          |                                                |                              |       
|Purchase of property and equipment                                            |                                                |                              | (5,479
|Acquisitions of businesses                                                    |                                                |                              |      
|                                                                              |                                                |                              |       
|Net cash used in investing activities                                         |                                                |                              | (5,479
|Financing activities                                                          |                                                |                              |       
|Net increase in revolving debt facility                                       |                                                |                              | 8,936 
|Proceeds from exercise of stock options                                       |                                                |                              | 1,471 
|Payments under capital lease                                                  |                                                |                              | (61   
|                                                                              |                                                |                              |       
|Net cash provided by financing activities                                     |                                                |                              | 10,346
|                                                                              |                                                |                              |       
|Net decrease in cash and cash equivalents                                     |                                                |                              | (456  
|Cash and cash equivalents at beginning of year                                |                                                |                              | 5,931 
|                                                                              |                                                |                              |       
|Cash and cash equivalents at end of period                                    |                                                | $                            | 5,475 
|                                                                              |                                                |                              |       
|Non-cash activities                                                           |                                                |                              |       
|Acquisition of businesses:                                                    |                                                |                              |       
|Fair value of assets acquired                                                 |                                                | $                            |      
|Liabilities assumed                                                           |                                                |                              |      
|Goodwill                                                                      |                                                |                              |      
|                                                                              |                                                |                              |       
|Cash paid for acquisitions                                                    |                                                | $                            |      
|                                                                              |                                                |                              |       

See
accompanying notes to consolidated financial statements.

5

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Guitar Center, Inc. and subsidiaries  Notes to Consolidated Financial Statements

1.     Nature of Business and Basis of Presentation



Guitar Center, Inc., and subsidiaries ("Guitar Center," the "Company," "we," "us" or "our") is the nation's leading retailer of guitars, amplifiers,
percussion instruments, keyboards and pro-audio and recording equipment. As of March 31, 2003, we operated 112 Guitar Center retail stores, with 101 stores in 41 major markets and
11 stores in secondary markets across the United States. In addition, our American Music division, which serves the student and family market, operated 19 band instrument retail stores as of
March 31, 2003. Musician's Friend, Inc., a wholly owned subsidiary of Guitar Center, Inc., is the largest direct response retailer of musical instruments in the United States
through the Musician's Friend catalog and web site, www.musiciansfriend.com.



In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial
position of Guitar Center, Inc. and subsidiaries as of March 31, 2003 and December 31, 2002, and the results of operations and cash flows for the three months ended
March 31, 2003 and 2002. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our
Annual Report on Form 10-K for the year ended December 31, 2002.

The
results of operations for the three months ended March 31, 2003 are not necessarily indicative of the results to be expected for the full year.

2.     Acquisitions

In February 2002, we acquired the inventory and assumed the customer credit liabilities of Music Loft East, Inc., a single store located in Raleigh,
North Carolina. In connection with the purchase we paid $488,000 in cash, acquired assets with a fair value of $369,000, and assumed liabilities of $146,000. Goodwill in the amount of $265,000 was
recorded.

On
June 14, 2002, we acquired M&M Music, a five-store band instrument retailer headquartered in Valdosta, Georgia. Under the terms of the agreement, we acquired the
stock of M&M Music for total consideration of $6.0 million in cash and stock. We acquired assets with a fair value of $4.4 million and assumed liabilities and paid expenses of
$1.3 million. Goodwill in the amount of $2.9 million was recorded. Under the terms of the purchase agreement, during the second quarter of 2002 we paid $3.6 million in cash and
during the third quarter of 2002 we issued 90,602 shares of Guitar Center stock, representing $1.5 million. As part of the terms of the purchase agreement, there was a $0.9 million
holdback on the transaction, pending the M&M Music business meeting certain balance sheet requirements. During the fourth quarter of 2002, it was determined that the requirements subject to the
holdback were satisfied and we issued an additional 54,360 shares of common stock in consideration for the remaining $0.9 million of the purchase price.

The
results of operations and the assets of the Music Loft East, Inc. and M&M Music were not material to Guitar Center's previously presented consolidated financial statements
and, as such, pro-forma financial information is not presented. The results of operations for each of these entities are included in Guitar Center's consolidated financial statements from
the dates of the acquisition.

Goodwill
was recorded on Music Loft and M&M Music acquisitions in the amount of the total consideration paid in excess of the fair value of the identifiable assets acquired. Through
December 31,

6

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2001,
we amortized goodwill over twenty years. From and after January 1, 2002, in accordance with SFAS 142 we no longer amortize goodwill and intangible assets on a stated basis but
rather do periodic testing of the goodwill for impairment, with no charge to income except to the extent of any such impairment.

3.     Earnings Per Share

The following table summarizes the reconciliation of Basic to Diluted Weighted Average Shares for the quarter ending March 31, 2003 and 2002:

2003

2002(in thousands)Basic shares

22,791

22,333Common stock equivalentsdilutive effect of options outstanding

861

503Diluted shares

23,652

22,836


Options
to purchase 576,000 shares of Common Stock at prices ranging from $20.75 to $28.56 and options to purchase 1.0 million shares of Common Stock at prices ranging from $18.25 to
$28.56 were outstanding during the quarters ended March 31, 2003 and 2002, respectively, but were not included in the computation of diluted earnings per share because the exercise price of
these options was greater than the average market price of our Common Stock.

4.     Segment Information

For financial reporting purposes, we classify our business interests into two reportable segments, retail and direct response. The retail segment includes revenue
and expense associated with our 112 Guitar Center and 19 American Music retail locations. Our direct response segment includes Musician's Friend contact center and Internet. We evaluate segment
performance based primarily on net sales and income before income taxes. Accounting policies of the segments are the same as the accounting policies for the consolidated Company. There are no
differences between the measurements of profits or losses or assets of the reportable segments and those of the Company on a consolidated basis.

Net
sales, gross margin, depreciation and amortization, selling, general and administrative expense, income before income taxes, capital expenditures and total assets for the three
months ended March 31, 2003 and 2002 and total assets as of March 31, 2003 and 2002 are summarized as follows (in thousands):

Three Months Ended March 31, 2003Retail

Direct Response

TotalNet sales

$
227,601

$
59,941

$
287,542Gross profit


55,885


18,771


74,656Depreciation and amortization


4,190


667


4,857Selling, general and administrative expenses


49,365


13,633


62,998Income before income taxes


3,561


4,958


8,519Capital expenditures


4,830


649


5,479Total assets


412,323


38,020


450,343




Three Months Ended March 31, 2002Retail

Direct Response

TotalNet sales

$
205,477

$
49,347

$
254,824Gross profit


50,494


13,667


64,161Depreciation and amortization


3,391


441


3,832Selling, general and administrative expenses


43,883


11,564


55,447Income before income taxes


3,804


1,745


5,549Capital expenditures


5,520


357


5,877Total assets


372,436


40,513


412,949


7

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5.     Stock-Based Compensation

In December 2002, the FASB issuedStatement of Financial Accounting Standards(SFAS) No. 148, "Accounting
for Stock-Based CompensationTransition and Disclosure."SFAS No. 148 amends SFAS No. 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, this Statement amends the disclosure requirements of Statement
No. 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. SFAS No. 148 is effective for interim and annual periods beginning after December 15, 2002.

We
apply the provisions of SFAS No. 123, "Accounting for Stock-Based Compensation,"which permits entities to recognize as expense
over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows entities to continue to apply the provisions of Accounting
Principles Board ("APB") Opinion No. 25 "Accounting for Stock Issued to Compensation,"and
related interpretations and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the
fair-value-based method defined in SFAS No. 123 had been applied. We have elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma
disclosure provisions of SFAS No. 123. As such, compensation expense for stock options issued to employees is recorded on the date of grant only if the current market price of the underlying
stock exceeded the exercise price. Had we determined compensation cost based upon the fair value at the grant date for our stock options under SFAS No. 123 using the Black Scholes option
pricing model, pro forma net income and pro forma net income per share, including the following weighted average assumptions used in these calculations, would have been as follows:

March 31,2002

2001Net income, as reported

$
5,277

$
3,438Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards, net of related tax effects


1,044


860Pro forma net income

$
4,233

$
2,578Earnings per share:Basicas reported

$
0.23

$
0.15Basicpro forma

$
0.19

$
0.12Dilutedas reported

$
0.22

$
0.15Dilutedpro forma

$
0.18

$
0.11Risk free interest rate


3.3
%

5.1
%Expected life of options


4.91


5.01Expected volatility


66.7
%

67.3
%Expected dividends








6.     Vendor Payments

EITF Issue No. 02-16, "Accounting by a Reseller for Cash Consideration Received from a Vendor,"
provides that cash consideration received from a vendor is presumed to be a reduction of the prices of the vendor's products or services and should, therefore, be characterized as a reduction in cost
of sales unless it is a payment for assets or services delivered to the vendor, in which case the cash consideration should be characterized as revenue, or unless it is a reimbursement of costs
incurred to sell the vendor's products, in which case the cash consideration should be characterized as a reduction of that cost. EITF No. 02-16 became effective for us in the first
quarter of 2003, and had no impact on

8

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our
financial statements, as we have historically accounted for vendor payments in accordance with the provisions of this standard.

7.     Reclassifications

Reclassifications have been made to prior year amounts to conform with the current year's presentation. During the second quarter of 2002, we adopted a new
accounting policy to conform withEITF 00-10, "Accounting for Shipping and Handling Fees and Costs."Prior to adopting EITF
00-10, shipping and handling fees paid by our customers to our direct response division were recognized as a reduction to cost of goods sold. To conform with EITF 00-10, we now
treat such fees as revenue. As a result, $3.3 million of shipping and handling fees were recognized as direct response revenue in the quarter ended March 31, 2002. The
reclassification of these fees has no effect on operating income, net income or earnings per share for any period.

9

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

OVERVIEW

We operated 112 Guitar Center retail locations as of March 31, 2003, including 101stores in 41 major markets and 11 stores in secondary markets. We also
operate the largest direct response channel (Musician's Friend catalog and Internet) in the musical instruments industry in the United States. In addition, as of March 31, 2003, American Music
operated 19 family music retail stores. American Music is a leading provider of band instruments and accessories, and primarily focuses on school band and orchestral instrument sales and rentals. The
American Music business operates as a division of our retail business.

From
1998 to 2002, our net sales grew at an annual compound growth rate of 22.5%, principally due to the comparable store sales growth of our retail stores averaging 8% per year, the
opening of new stores, and a 27.9% per year increase in the direct response channel. We believe such volume increases are the result of the continued success of the implementation of our business
strategy, continued growth in the music products industry and increasing consumer awareness of the Guitar Center, Musician's Friend and American Music brand names. We do not expect total or comparable
store sales to continue to increase at historical rates, as we already maintain operations in most major markets for our industry, and a higher percentage of our new stores opened will be in secondary
markets. We expect that these secondary market stores will contribute lower sales per store than historically achieved from our stores operating in major markets. When we refer to "comparable sales,"
that calculation compares net sales for the comparable periods, excluding net sales attributable to stores not open for 13 months. All references in this report to comparable store sales
results are based on this calculation methodology. In any given period, the set of stores comprising comparable stores may be different from the set of the comparable stores in the previous period,
depending on when stores were opened. Other companies may use different methods to calculate this statistic.

We
opened a total of 12 Guitar Center stores in 2002. During the three months ended March 31, 2003, we have opened three large format Guitar Center stores those being in
Scottsdale, Arizona, Warwick, Rhode Island and Cerritos, California, as well as one small format store in Gary, Indiana. We plan to
open one additional large format store and two small format stores in the second quarter of 2003. In addition, we plan to open two to four American Music stores during 2003. We will continue to pursue
our strategy of clustering stores in major markets to take advantage of operating and advertising efficiencies and to build awareness of the Guitar Center and American Music brand names in new
markets. In some markets this clustering strategy results in some transfer of sales from existing stores to new locations.

As
we enter new markets, we expect that we will initially incur higher administrative and promotional costs per store than is currently experienced in established markets. We expect
competition to continue to increase as other music product retailers attempt to execute national growth strategies. Our business strategy will also emphasize opportunities to continue to grow each of
our businesses, including additional acquisitions if suitable candidates can be located for reasonable prices.

Discussion of Critical Accounting Policies

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition
in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America. On an ongoing basis, we evaluate our estimates, including
those related to product returns, bad debt, inventories, goodwill and taxes on income. We base our estimates on historical experience and on various assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results
could differ significantly from those estimates under

10

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different
assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our
financial condition and results and require management's most difficult, subjective and complex judgments, often as a result of the need to make estimates about the effect of matters that are
inherently uncertain. Additionally, the policy described below regarding credits and other vendor allowances is unique to our industry and deserves the attention of a reader of our financial
statements.



We value our inventories at the lower of cost or market using the first-in, first-out (FIFO) method. Rental inventories are valued at the
lower of cost or market using the specific identification method and are depreciated on a straight-line basis over the term of the associated rental agreement for
rent-to-own sales, or over the estimated useful life of the rented instrument for rental only items. We record adjustments to the
value of inventory based upon obsolescence and changes in market value. Applicable costs associated with bringing inventory through our Guitar Center retail distribution center are capitalized to
inventory. The amounts are expensed to cost of goods sold as the associated inventory is sold. Management has evaluated the current level of inventories considering future customer demand for our
products, taking into account general economic conditions, growth prospects within the marketplace, competition, market acceptance of current and upcoming products, and management initiatives. Based
on this evaluation, we have recorded adjustments to cost of goods sold for estimated decreases in value. These judgments are made in the context of our customers' shifting needs, product and
technological trends, and changes in the demographic mix of our customers. A misinterpretation or misunderstanding of these conditions and uncertainties in the future outlook of our industry or the
economy, or other failure to estimate correctly, could result in inventory valuation changes, either favorably or unfavorably, compared to the requirement determined to be appropriate as of any given
balance sheet date.



Long-lived assets such as property and equipment, cost method investments and identifiable intangibles, are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangibles are required to be reviewed for impairment on a periodic basis. Factors we
consider important, which could trigger impairment, include, among other things:



For
long lived assets other than intangibles, the determination of whether impairment has occurred is based on an estimate of undiscounted cash flows attributable to the assets at the
store level, as compared to the carrying value of the assets. Assumptions used in these cash flows are consistent with internal forecasts and consider current and future expected sales volumes and
related operating costs and any anticipated increases or declines based on expected market conditions and local business environment factors. If a potential impairment is identified, the amount of the
impairment loss recognized would be determined by estimating the fair value of the assets and recording a loss if the fair value was less than the book value. Fair value will be determined based on
appraisal values assessed by third parties, if deemed necessary, or the discounted future cash flows as determined above. For goodwill and other intangibles, impairment to be recognized is measured as
the amount by which

11

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the
carrying amount of the assets exceeds the fair value of the related assets. For cost method investments, we would record a loss when the decline in value is other than temporary. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less selling costs.

Our
assessment regarding the existence of impairment factors is based on market conditions and the operational performance of our business. Our review of factors present and the
resulting appropriate carrying value of our goodwill, intangibles and other long-lived assets are subject to judgments and estimates that management is required to make.



As part of our "satisfaction guaranteed" policy, we allow Guitar Center customers to return product generally within 30 days after the date of purchase,
and we allow Musician's Friend customers to return product within 45 days. American Music customers have ten business days from the date of purchase to return product. We regularly review and
revise, when deemed necessary, our estimates of sales returns based upon historical trends. While our estimates during the past few years have closely approximated actual results, actual returns may
differ significantly, either favorably or unfavorably, from estimates if factors such as economic conditions or the competitive environment differ from our expectations.



We receive cooperative advertising allowances (i.e., an allowance from the manufacturer to subsidize qualifying
advertising and similar promotional expenditures we make relating to the vendor's products), price protection credits (i.e., credits from vendors with
respect to in-stock inventory if the vendor subsequently lowers their wholesale price for such products) and vendor rebates (i.e., credits
or rebates provided by vendors based on the purchase of specified products and paid at a later date). Cooperative advertising allowances are recognized as a reduction to selling, general, and
administrative expense when we incur the advertising expense eligible for the credit. We recognized cooperative advertising allowances of $1.2 million in the three months ended March 31,
2003 and 2002, recorded as an offset to selling, general and administrative expense. Price protection credits and vendor rebates are accounted for as a reduction of the cost of merchandise inventory
and are recorded at the time the credit or rebate is earned. The effect of price protection credits and vendor rebates is recognized in the income statement at the time the related inventory is sold,
as a reduction in cost of goods sold. None of these credits are recorded as revenue.

Results Of Operations

The following table presents our consolidated statements of income, as a percentage of sales, for the periods indicated.

Three Months Ended
March 31,2003

2002Net sales

100.0
%
100.0
%Gross profit

26.0

25.2Selling, general and administrative expense

21.9

21.8Operating income

4.1

3.4Interest expense, net

1.1

1.2Income before income tax expense

3.0

2.2Income tax expense

1.2

0.9Net income

1.8

1.3


12

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Three Months Ended March 31, 2003 Compared to the Three Months Ended March 31, 2002

Net sales increased to $287.5 million for the three months ended March 31, 2003, from $254.8 million for the comparable prior period, a 12.8%
increase. Net sales from retail stores totaled $227.6 million, an increase of $22.1 million, or 10.8%. Sales from new stores contributed $13.1 million, or 59.4% of the increase.
Comparable store sales increased 4%. We experienced slower traffic in our Guitar Center stores in mid-March due to the onset of the war in Iraq. Our management is presently anticipating
comparable store sales growth of 5% to 7% for the immediate future, although fluctuations will undoubtedly take place from period to period. This estimate assumes that business conditions continue to
return to those prior to the commencement of the war in Iraq. The foregoing statement is a forward-looking statement and is subject to the qualifications set forth below under "Forward-Looking
Statements." Net sales from the direct response channel totaled $59.9 million, a $10.6 million increase from the first quarter of 2002. This reflects the improved performance of catalog
circulation strategies. Sales from the contact center, which represents sales placed via phone, live chat, mail and e-mail, increased 4.8% to $28.6 million from $27.3 million
for the three months ended March 31, 2003 compared to 2002. Internet sales from orders placed over the Musician's Friend and Giardinelli web sites, increased 42.3% to $31.3 million from
$22.0 million for the same period last year. The web site growth reflects the recent trend of our catalog customers' preference in using the web to place their orders, the success of
web-based promotions and that the website includes a more complete inventory presentation than our catalog.

During
the second quarter of 2002, we adopted a new accounting policy to conform withEITF 00-10, Accounting for Shipping and Handling Fees and
Costs. Prior to adopting EITF 00-10, shipping and handling fees paid by our customers to our direct response division were recognized as a reduction to cost of
goods sold. To conform with EITF 00-10, we now treat such fees as revenue. As a result, $3.3 million of shipping and handling fees were recognized as direct response revenue in the
quarter ended March 31, 2002. The reclassification of these fees has no effect on operating income, net income or earnings per share for any period. We have made a conforming reclassification
in all historical accounting periods to provide a comparable presentation. Please see our Current Report on Form 8-K dated July 25, 2002 for a schedule of the
reclassification amounts applied to our historical financial statements in order to implement this accounting policy.

Gross
profit for the three months ended March 31, 2003 compared to 2002 increased 16.4% to $74.7 million from $64.2 million. Gross profit as a percentage of net
sales for the three months ended March 31, 2003 compared to 2002 increased to 26.0% from 25.2%. Gross profit percentage for the retail stores was 24.6% for both the three months ended
March 31, 2003 and 2002. The gross profit percentage for the direct response division was 31.3% for the quarter compared to 27.7% in the first quarter of 2002. The increase is due to a higher
selling margin which resulted from key buys from
certain vendors with high inventory following the closure of Mars Music prior to the holiday selling season, as well as a change in our product mix because our holiday season catalog resulted in more
sales in the first quarter 2003 than in 2002.

Selling,
general and administrative expenses for the three months ended March 31, 2003 compared to 2002 increased 13.6% to $63.0 million from $55.4 million. Selling,
general and administrative expenses, as a percentage of sales, for the three months ended March 31, 2003 compared to 2002 increased to 21.9% from 21.8%. Selling, general and administrative
expenses for the retail stores in the first quarter were 21.7% of sales compared to 21.4% in last year's first quarter. The increase was primarily due to an increase in promotional activity compared
to last year's first quarter. Selling, general and administrative expenses for the direct response division were 22.7% of sales in the first quarter compared to 23.4% in the same period last year. The
improvement is primarily due to leveraging of contact center wages (23 basis points), a reduction in telephone costs (23 basis points), and reduced packing supply costs due to efficiencies at the
fulfillment center as a result of improvements to our "marry up" software (28 basis points).

13

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Operating
income, for the reasons stated above, increased from $8.7 million to $11.7 million, or 33.8% for the three months ended March 31, 2003.

Interest
expense, net for the three months ended March 31, 2003 decreased to $3.1 million from $3.2 million in the same period of 2002.

In
the three months ended March 31, 2003, a $3.2 million provision for income taxes was recorded compared to $2.1 million for the same period last year, both based
on an annualized tax rate of approximately 38%.

Net
income for the three months ended March 31, 2003 increased to $5.3 million from $3.4 million in the first quarter of 2002 as a result of the combinations of
factors described above.

Liquidity and Capital Resources

Our need for liquidity will arise primarily from the funding of capital expenditures, working capital requirements and payments on our indebtedness, as well as
possible acquisitions. We have historically financed our operations primarily through internally generated funds and borrowings under our credit facilities. We have no mandatory payments of principal
on the $66.7 million of Senior Notes outstanding
prior to their final maturity in 2006. As of March 31, 2003, we had $91.6 million outstanding under the credit facility, excluding $2.5 million outstanding on letters of credit,
and had available borrowings of $46.6 million.

Borrowings
bear interest at either the prime rate plus an applicable margin rate (4.75% at March 31, 2003), or LIBOR plus an applicable margin rate (3.5% at March 31,
2003), subject to a minimum interest rate of 4.0%. The applicable margin rate is based upon a quarterly calculation of average daily availability at the end of each fiscal quarter. At March 31,
2003, we were subject to the minimum interest rate of 4.0%.

The
credit facility permits borrowings up to $200 million, subject to borrowing base limitations. The actual amount available is tied to our inventory and receivable base, and
repayment obligations under the credit facility are secured by liens on our principal assets. A fee of 0.375% is assessed on the unused portion of the credit facility. Borrowings bear interest at
either the prime rate plus an applicable margin rate (4.75% at March 31, 2003), or LIBOR plus an applicable margin rate (3.5% at March 31, 2003), subject to a minimum interest rate of
4.0%. The applicable margin rate is based upon a quarterly calculation of average daily availability at the end of each fiscal quarter. At March 31, 2003, we were subject to the minimum
interest rate of 4.0%. The agreement underlying the credit facility includes significant restrictive negative covenants. Among other things, these covenants restrict our ability to incur debt and
issue specified equity instruments, incur liens on our assets, make any significant change in our corporate structure or the nature of our business, dispose of assets, make guaranties, prepay debt,
engage in a change in control transaction, pay dividends, make investments or acquisitions, engage in transactions with affiliates and incur capital expenditures, and also require that we satisfy
specified financial requirements including a tangible net worth test and a minimum availability test. Under the tangible net worth test, we are required to maintain, as of each quarter end, a minimum
level of tangible net worth which, under the agreement, is defined as stockholders' equity, less goodwill, plus $3.5 million (or $139.2 million at March 31, 2003). The minimum
amounts required by the agreement increase on a quarterly basis and are $115.0 million at March 31, 2003, $118.0 million at June 30, 2003, $122.0 million at
September 30, 2003, $134.0 million at December 31, 2003 and $155.0 million at March 31, 2004 and thereafter. The minimum availability test requires that we maintain
$10.0 million of reserved availability under the agreement based on its borrowing base limitations. The amount we disclose in our public reports from time to time as available to borrow under
the agreement ($46.6 million at March 31, 2003) is already reduced by this required reserve and thus represents a net amount available under the agreement. The agreement also includes
representations and warranties which must be true each time we borrow funds under the credit facility

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and
affirmative covenants. The full text of the contractual requirements imposed by this financing is set forth in the Amended and Restated Loan and Security Agreement which has been filed with the
Securities and Exchange Commission. We were in compliance with such requirements as of March 31, 2003. Subject to limited cure periods, the lenders under our credit facility may demand
repayment of these borrowings prior to stated maturity upon the occurrence of specified events, including if we breach the terms of the agreement, suffer a material adverse change, engage in a change
in control transaction, suffer a significant adverse legal judgment, default on other significant obligations, or in the event of specified events of insolvency. The credit agreement matures in
December 2005.

The
Senior Notes, which are unsecured obligations, are governed by an indenture. The indenture requires that we pay interest at a rate of 11% per annum in semi-annual coupons
due on each July 1 and January 1, with all outstanding principal due and payable in July 2006. We have the right to prepay some or all of the notes at any time for an amount equal
to principal, accrued interest and a premium, subject to a notice requirement. The premium is presently 3.667% of the principal amount redeemed, but reduces to 1.833% on July 1, 2003 and to
zero from and after July 1, 2004. In the event of a change in control transaction, the holders of the Senior Notes may require repayment of the principal and accrued interest plus a 1.0%
premium. The indenture includes restrictive covenants. Among other things, these covenants restrict our ability to incur debt and issue specified equity instruments, incur liens on our assets, make
any significant change in our corporate structure or the nature of our business, pay dividends, make investments, make guaranties, and dispose of assets. The full text of the contractual requirements
imposed by this financing is set forth in the indenture which has been filed with the Securities and Exchange Commission. We were in compliance with such requirements as of March 31, 2003.
Subject to limited cure periods, the holders of the Senior Notes may demand repayment of these borrowings prior to stated maturity upon the occurrence of specified events, including if we breach the
terms of the indenture, in the event of specified events of insolvency, if we suffer a significant adverse legal judgment or if other significant obligations are accelerated.

During
2002 we entered into master operating lease agreements with General Electric Capital Corporation and US Bank to lease equipment and other property primarily to support the
operations of the new central distribution center for our Guitar Center retail stores. Under these agreements, we leased a total of $10.5 million in equipment and other property. The agreement
calls for monthly payments to General Electric Capital Corporation of $138,000 for a term of 36 months through September 1, 2005, and monthly payments to US Bank of $48,000 for a term of
12 months through December 28, 2003. The leases have options to extend through September 30, 2009 and December 28, 2005, respectively.

The
terms of our significant financing agreements, including those related to our credit facility, the Senior Notes and the equipment lease facilities described above are not dependent
on any change in our credit rating. We believe that the key company-specific factors affecting our ability to maintain our existing debt and lease financing relationships and to access such capital in
the future are our present and expected levels of profitability and cash flow from operations, our working capital and fixed asset collateral bases, our expected level of capital expenditures, and the
level of equity capital of the company relative to the level of debt obligations. In addition, as noted above, our existing agreements include significant restrictions on future financings, including
among others, limits on the amount of indebtedness that we may incur and whether or not such indebtedness may be secured by any of our assets.

As
is the case with most multi-unit retailers, substantially all of the real property used in our business is leased under operating lease agreements. Please see, Item 2.
Properties, "Disclosures About Contractual Obligations and Commercial Commitments" and Note 8 in our Annual Report on Form 10-K for the year ended
December 31, 2002.

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For
the three months ended March 31, 2003, net cash used in operating activities was $5.3 million, which principally consisted of a decrease in accounts payable and accrued
expenses, offset by cash income from operations. Cash used in investing activities totaled $5.5 million, which consisted primarily of capital expenditures under our store expansion program.
Cash provided by financing activities totaled $10.3 million, which principally consisted of borrowings under the credit facility.

We
intend to pursue an aggressive growth strategy by opening additional stores in new and existing markets. During the three months ended March 31, 2003, we opened four new Guitar
Center stores. Each new large format Guitar Center store typically has required approximately $1.6 to $1.8 million for gross inventory. Historically, our cost of capital improvements for a
large format Guitar Center store has been approximately $850,000, consisting of leasehold improvements, fixtures and equipment. We incur higher costs in some geographic areas, particularly the
Northeast. We have developed smaller Guitar Center stores to build in secondary markets or sites that we do not believe will support our large format units. The first of these units was opened in late
2000 and a total of 11 were opened as of March 31, 2003. Our small format stores have typically incurred approximately $560,000 in capital expenditures and require approximately
$1.1 million to $1.2 million in inventory.

We
are also anticipating additional capital and strategic requirements related to improving our fulfillment facilities, upgrading our technology and systems, and pursuing new
opportunities in the e-commerce activities of our retail and direct response divisions as well as related businesses.

We
started operations of our distribution center in the Indianapolis, Indiana area to support our Guitar Center retail store operations in July 2002. We have entered into a
10-year agreement to lease the facility and we also have entered into numerous additional commitments necessary to support the operations of the facility. By the end of 2002, nearly all
products were flowing through the distribution facility, with the exception of special orders which will continue, for the most part, to be drop shipped to our stores. Migration from our former
"drop-ship" model to a centralized distribution model is an important development in our operating strategy and has required the allocation of significant financial and managerial
resources. In accordance with generally accepted accounting principles, a portion of the costs of operating this facility are absorbed into our Guitar Center merchandise inventories and recognized as
an element of cost of goods sold when the related inventory is sold. This could result in a slight decrease in reported gross margin depending on our success in defraying these additional costs,
although we also expect to realize efficiencies involving other costs such as selling, general and administrative and interest expense.

We
also continue to make significant investments in information technology across our businesses and to incur costs and make investments designed to expand the reach of our businesses on
the Internet. The costs of these initiatives and other investments related to our businesses will continue to be significant.

Our
expansion strategy is to continue to increase our market share in existing markets and to penetrate strategically selected new markets. We opened a total of 12 Guitar Center stores
in 2002 and 13 stores in 2001, and currently anticipate opening approximately 16 to 18 Guitar Center stores in 2003. Some of these stores will be smaller format units designed for secondary markets.
We opened a total of eight American Music stores in 2002, five of the eight by acquisition of M&M Music, a band instrument and retail merchandise retailer. During 2003, we plan to open two to four
American Music stores, some which may be acquisitions of existing businesses. We believe there exists a number of acquisition opportunities in the relatively fragmented band instruments market that
could be a good fit into our American Music platform.

We
also believe there may be attractive opportunities to expand by selectively acquiring existing music products retailers or other complimentary businesses, if attractive opportunities
can be identified. While we cannot provide assurance that we will complete any further acquisition transactions, in the ordinary course of our business we investigate and engage in negotiations
regarding such opportunities.

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Acquisitions
will be financed with drawings under our existing credit facilities, expansion of our credit facilities, issuance of debt or equity securities, or a combination, depending upon
transaction size and market conditions, among other things.

Our
capital resources and liquidity for 2003 are presently expected to be primarily provided by net cash flow from operations and additional borrowings under our credit facility.
Depending upon market conditions, we may also elect or be required to raise additional capital in the form of common or preferred equity, debt or convertible securities for the purpose of providing
additional capital to fund working capital needs or continued growth of our existing business, or to refinance our Senior Notes or other existing obligations. Any such financing activity will be
dependent upon many factors, including our liquidity needs, market conditions and prevailing market terms, and we can not assure you that future external financing for Guitar Center will be available
on attractive terms or at all.

New Accounting Pronouncements

In August 2001, the Financial Accounting Standards Board issued Statement No. 143, "Accounting for Asset Retirement
Obligations"(SFAS No. 143). This new pronouncement establishes financial accounting and reporting standards for
obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The provisions of SFAS No. 143 apply to legal obligations
associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset, except for
obligations of lessees. The standard was effective for financial statements issued for fiscal years beginning after June 15, 2002. We adopted this standard effective January 1, 2003, and
it did not have a material effect on our consolidated financial statements.

In
January 2003, the Financial Accounting Standards Board issued FASB Interpretation No. 46, "Consolidation of Variable Interest
Entities" (FIN 46). This interpretation clarifies the application of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements" (ARB 51), and requires companies to evaluate variable interest entities for specific characteristics to determine whether additional consolidation and disclosure
requirements apply. This interpretation is immediately applicable for variable interest entities created after January 31, 2003, and applies to fiscal periods beginning after June 15,
2003 for variable interest entities acquired prior to February 1, 2003. The adoption of this interpretation did not have a material impact on our financial position or results of operations.

EITF
Issue No. 02-16, "Accounting by a Reseller for Cash Consideration Received from a Vendor," provides that cash
consideration received from a vendor is presumed to be a reduction of the prices of the vendor's products or services and should, therefore, be characterized as a reduction in cost of sales unless it
is a payment for assets or services delivered to the vendor, in which case the cash consideration should be characterized as revenue, or unless it is a reimbursement of costs incurred to sell the
vendor's products, in which case the cash consideration should be characterized as a reduction of that cost. This EITF Issue does not have a material impact on our financial position or results of
operations.

In
December 2002, the FASB issued SFAS No. 148 "Accounting for Stock-Based Compensation-Transition and Disclosure," an
amendment of FASB Statement No. 123, which provides guidance for transition to the fair value based method of accounting for stock-based employee compensation and the required financial
statement disclosure. The adoption of SFAS No. 148 expanded the disclosure in our interim financial statements, and is not expected to impact our annual disclosure of stock-based compensation.

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Seasonality

Our operating results are not highly seasonal, except for the effect of the holiday selling season in November and December. Sales in the fourth quarter are
typically significantly higher on a per store basis and through the direct response unit than in any other quarter.

Inflation

We believe that the relatively moderate rates of inflation experienced in recent years have not had a significant impact on our net sales or profitability.

Forward-Looking Statements

This report contains forward-looking statements relating to, among other things, future results of operations, growth and investment plans, sales, trends in gross
margin, growth in the Internet business and other factors affecting growth in sales and earnings. Specific forward-looking statements are provided regarding our management's current views regarding
comparable store sales, new store openings and capital expenditure levels. Statements regarding new store openings are based largely on our current expectations and are necessarily subject to
associated business risks related to, among other things, the identification of suitable sites or acquisition opportunities, the timely construction, staffing and merchandising of those stores and
other matters, some of which are outside of our control. Comparable store sales growth is highly dependent upon the state of the economy, the effectiveness of our sales and promotion strategies and
the effect of competition, including other national operators of music products stores attempting to implement national growth strategies. The American Music business was only recently acquired by us
and may be subject to significant fluctuations as we integrate these activities with the other Guitar Center businesses, reformat their store model and build-out the information technology
and management structure.

Sales
and earnings trends are also affected by many other factors including, among others, world and national political events, general economic conditions, which recently have been
weak, particularly in terms of consumer demand and general retail sales, the effectiveness of our promotion and merchandising strategies, changes in the music products industry, retail sales trends
and the emergence of new or growing specialty retailers of music products. In light of these risks, there can be no assurance that the forward-looking statements contained in this report will in fact
be realized. The statements made by us in this report represent our views as of the date of this report, and it should not be assumed that the statements made herein remain accurate as of any future
date. We do not presently intend to update these statements and undertake no duty to any person to affect any such update under any circumstances.

For
further discussion of risks associated with our business, please see the discussion under the caption "Risks Related to the Business."

All
forward-looking statements are provided in express reliance on the safe harbor provisions contained in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.

Risks Related to the Business

An investment in our securities involves a high degree of risk. Described below are some of the risks and uncertainties facing our company. There may be
additional risks that we do not presently know of or that we currently consider immaterial. Any of these risks could adversely affect our business, results of operations, liquidity and financial
position. A shortfall in comparative sales growth in any period will likely cause a shortfall in earnings, and result in financial performance below that for which we have planned or the investment
community expects.

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We may be unable to meet our Guitar Center and American Music retail store growth strategy, which could adversely affect our results of operations.

Our
retail store growth strategy includes opening new stores in new and existing markets and increasing sales at existing locations. As of March 31, 2003, we operated 112 Guitar
Center stores and 19 American Music stores. We opened a total of 12 Guitar Center stores in 2002, and currently expect to open approximately 16 to 18 additional Guitar Center stores in 2003. Some of
these Guitar Center stores will be smaller format units designed for secondary markets.

We
opened a total of eight American Music stores in 2002, five of which were acquired in connection with American Music's acquisition of M&M Music, a band instrument retailer. We
currently expect to open approximately two to four additional American Music stores in 2003. Some of these stores may be acquired in connection with the acquisition of existing businesses. We believe
there exists a number of acquisition opportunities in the relatively fragmented band instruments market that could be a good fit into our American Music platform.

The
success of our retail store expansion plans depend on many factors, including:



A
number of these factors are, to a significant extent, beyond our control. As a result, we do not know whether we will be able to continue to open and/or acquire additional Guitar
Center and American Music stores at the rates currently anticipated. If we are unable to achieve our retail store expansion goals, or the new stores underperform our expectations, our results of
operations could be adversely affected.

We face unique competitive and merchandising challenges in connection with our plans to open additional Guitar Center and American Music retail stores in new
markets.

As
part of our retail growth strategy, we plan to open and/or acquire additional Guitar Center and American Music stores in new markets. This expansion into new markets will present
unique competitive and merchandising challenges, including:



19

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Any
of these factors may lead to a shortfall in revenues or an increase in costs with respect to the operation of these stores. If we are not able to operate these stores profitably, our
results of operations would be adversely affected.

Our retail store expansion strategy, including our strategy of clustering retail stores, may adversely impact our comparable store sales.

Historically,
we have achieved significant sales growth in existing stores. Our quarterly comparable stores sales results have fluctuated significantly in the past. Sales growth for
comparable periods, excluding net sales attributable to stores not open for 13 months, was as follows for our retail stores:

2003

2002

2001

2000Quarter 1

4
%
5
%
7
%
8
%Quarter 2


%
8
%
5
%
7
%Quarter 3


%
5
%
3
%
6
%Quarter 4


%
7
%
6
%
7
%Full Year


%
6
%
6
%
7
%


We
do not know whether our new stores will achieve sales or profitability levels similar to our existing stores. Our expansion strategy includes clustering stores in existing markets.
Clustering has in the past and may in the future result in the transfer of sales to the new store and a reduction in the profitability of an existing store. In addition, a variety of factors affect
our comparable store sales results, including:



Our
management is presently planning for annual comparable store sales growth of 5% to 7% for the immediate future, although fluctuations will undoubtedly take place from period to
period. This rate was not reached in the first quarter of 2003. A shortfall in comparative sales growth in any period will likely cause a shortfall in earnings, and result in financial performance
below that for which we have planned or the investment community expects.

Our growth plans depend on our completion of acquisitions, and these transactions involve special risks.

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We believe that our expansion may be accelerated by the acquisition of existing music product retailers. For example, in April 2001 we acquired the business of American Music
Group, a New York-based retailer of band instruments, a business in which we were not previously engaged. Our growth plans for the American Music business contemplate a significant number
of relatively small acquisitions. For example, in June 2002 American Music acquired M&M Music, a band instrument retailer. We also regularly investigate acquisition opportunities complimentary
to our Guitar Center and Musician's Friend businesses. Accordingly, in the ordinary course of our business, we regularly consider, evaluate and enter into negotiations related to potential acquisition
opportunities. We may pay for these acquisitions in cash or securities, including equity securities, or a combination of both. We cannot assure you that attractive acquisition targets will be
available at reasonable prices or that we will be successful in any such transaction. Acquisitions involve a number of special risks, including:



We depend on a relatively small number of manufacturers and suppliers who may not be able or desire to supply our requirements.

Brand
recognition is of significant importance in the retail music products business. As a result, we depend on a relatively small number of manufacturers and suppliers for both our
existing stores and the direct response unit as well as our expansion goals for each of these units. We do not have any long-term contracts with our suppliers, and any failure to maintain
our relationships with our key brand name vendors would have a material adverse effect on our business. A number of the manufacturers of the products we sell are limited in size and manufacturing
capacity and have significant capital or other constraints. These manufacturers may not be able or willing to meet our increasing requirements for inventory, and we cannot assure you that sufficient
quantities or the appropriate mix of products will be available in the future to supply our existing stores and expansion
plans. These capacity restraints could lead to extended lead times and shortages of desirable products. The risk is especially prevalent in new markets where our vendors have existing agreements with
other dealers and thereby may be unwilling or unable for contractual or other reasons to meet our requirements. The efficient operation of our new distribution center for the Guitar Center stores is
also highly dependent upon compliance by our vendors with precise requirements as to the timing, format and composition of shipments, which in many instances requires changes and upgrades to the
operational procedures and logistics and supply chain management capabilities of vendors, all of which are outside of our control. Additionally, many of our vendors receive product from overseas and
depend on an extensive supply chain including common carriers to transport merchandise into the country. We also rely on common carriers to transport product from our vendors to our central
distribution center in Indiana, and from the distribution facility to our Guitar Center stores. Any disruption in the services of common carriers due to employee strikes or other unforeseen events
could impact our ability to maintain sufficient quantities of inventory in our retail locations.

We face significant competition, and our efforts to increase our market share may be inhibited by existing or new competitors also trying to execute national expansion
strategies.

The
retail music products industry is fragmented and highly competitive. We compete with many different types of music product retailers, including conventional retailers, as well as
other catalog and e-commerce retailers, who sell many or most of the items we sell. We believe that large format music product retailers such as our company will seek to expand in part
through the acquisition of small, independently owned stores or franchises, and we anticipate increased competition in our existing markets and planned new markets from these consolidating retailers.
These retailers may identify target

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companies
or execute their acquisition strategies more effectively than our company. In addition, these retailers may have greater financial resources or other competitive advantages as compared to
our company. Our expansion to new markets will be inhibited by these and other established competitors. In addition, one or more of our competitors may adopt a new, innovative store format or retail
selling method. If we are not able to compete effectively, we may fail to achieve market position gains or may lose market share.

We must efficiently integrate American Music and grow its band instrument business in order to earn an acceptable return on that investment.

In
April 2001, we completed our acquisition of American Music Group, a New York-based retailer of band instruments. We had not previously participated in the band
instruments segment of the music products business and had no prior experience in this distribution channel. We intend to use the acquired American Music business as a platform to develop and grow a
family music store concept that will emphasize band instruments and also sell selected "combo" products sold by our Guitar Center stores, such as guitars, drums and the like. Thus, we face the normal
challenges of any acquisition, such as integration of personnel and systems as well as the need
to learn, understand and further develop this business. We are installing new management information systems at American Music, which has proven to be a challenging project requiring more time and
resources than originally anticipated. This implementation is an important project to facilitate further integrating of American Music with our other businesses and to provide a systems backbone to
permit growth of this division. In addition, in 2002 we started marketing through the American Music stores some Guitar Center products not previously carried by American Music. This change in
merchandising strategy from the historic focus of American Music on band instruments is in process and is an important element of our family music store concept for this brand. Failure to execute on
these requirements and initiatives could result in a poor or no return on our investment, constitute a distraction of the efforts of our management team from the core Guitar Center and Musician's
Friend brands and potentially require us to recognize an impairment in the significant amount of goodwill recorded in the acquisitions of American Music and M&M Music.

We depend on key personnel including our senior management who are important to the success of our business.

Our
success depends to a significant extent on the services of Larry Thomas, our Chairman and Co-CEO, Marty Albertson, our President and Co-CEO, Robert Eastman,
the CEO of our wholly-owned subsidiary, Musician's Friend, Inc., and David Fleming, President and Chief Operating Officer of American Music, as well as our ability to attract and retain
additional key personnel with the skills necessary to manage our existing business and growth plans. The loss of one or more of these individuals or other key personnel could have a material adverse
effect on our business, results of operations, liquidity and financial position. During 2001, we entered into a five-year employment contract with each of Mr. Thomas and
Mr. Albertson. Additionally, we carry key man insurance on the lives of Mr. Thomas and Mr. Albertson in the amounts of $5.0 million and $3.5 million, respectively.
Historically, we have promoted employees from within our organization to fill senior operations, sales and store management positions. In order to achieve our growth plans, we will depend upon our
ability to retain and promote existing personnel to senior management, and we must attract and retain new personnel with the skills and expertise to manage our business. If we cannot hire, retain and
promote qualified personnel, our business, results of operations, financial condition and prospects could be adversely affected.

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The implementation of our new distribution center for the Guitar Center retail stores presents operational risks and represents a significant
investment.

During
2001, we began construction of a distribution center in the Indianapolis, Indiana area to support our Guitar Center retail store operations. The conveyor systems, the warehouse
management system, and all other technology systems and infrastructure commenced operations in July 2002. Migration from our former "drop-ship" model to a centralized distribution
model is an important development in our operating strategy and will continue to require significant financial and managerial resources for the next several quarters. The efficient operation of the
distribution center is
also dependent upon the performance of third parties that we do not control, such as vendors who must comply with new operating procedures and common carriers who must deliver product on time. This
program involves financial and operating risks that could include the need to expend greater funds than presently budgeted or disruptions in retail store operations and the loss of sales if inventory
is not timely provided in the required quantities. Further, one of the key underlying economic assumptions of our distribution center project is that this program will permit us to reduce overall
inventory levels as a percentage of sales thereby resulting in significantly reduced working capital requirements. Any failure to reach our inventory reduction targets will adversely affect our future
financial performance and capital needs, potentially in a material manner. Failure to execute on these requirements could result in a poor or no return on our investment, disruption of our retail
store business and a distraction of the efforts of our management team.

Our retail operations are concentrated in California, which ties our financial performance to events in that state.

As
of March 31, 2003, our corporate headquarters as well as 23 of our 112 Guitar Center stores were located in California and stores located in that state generated 27.5% and
28.3% of our retail sales for 2002 and 2001, respectively. Although we have opened and acquired stores in other areas of the United States, a significant percentage of our net sales and results of
operations will likely remain concentrated in California for the foreseeable future. As a result, our results of operations and financial condition are heavily dependent upon general consumer trends
and other general economic conditions in California and are subject to other regional risks, including earthquakes. We do maintain earthquake insurance, but such policies carry significant deductibles
and other restrictions.

Economic conditions or changing consumer preferences could also adversely impact us.

Our
business is sensitive to consumer spending patterns, which can be affected by prevailing economic conditions. A downturn in economic conditions in one or more of our markets, such as
occurred after September 11, 2001, could have a material adverse effect on our results of operations, financial condition, business and prospects. Recent weak economic conditions have created
uncertainty as to the future direction of the economy which is likely to continue to impact hobbyists and other general consumers who purchase from Musician's Friend and our American Music and Guitar
Center stores. Although we attempt to stay informed of consumer preferences for musical products and accessories typically offered for sale in our stores, any sustained failure on our part to identify
and respond to trends would have a material adverse effect on our results of operations, financial condition, business and prospects.

We may need to change the manner in which we conduct our business if government regulation or taxation imposes additional costs and adversely affects our financial
results.

The
adoption or modification of laws or regulations, or revised interpretations of existing laws, relating to the direct response industry could adversely affect the manner in which we
currently conduct our catalog and e-commerce business. For example, laws related to the taxation of catalog, telephone, and online commercial activity, including direct response sales,
remain in flux. In addition, the growth

23

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and
development of the market for online commerce may lead to more stringent consumer protection laws, both in the United States and abroad, that may impose additional burdens on us. Laws and
regulations directly applicable to communications or commerce over the Internet are becoming more prevalent. The law of the Internet, however, remains largely unsettled, even in areas where there has
been some legislative action. It may take years to determine whether and how existing laws such as those governing intellectual property, consumer privacy, sales-based and other taxation of
e-commerce transactions and the like are interpreted and enforced. Any adverse change in any of these laws or in the enforcement, interpretation or scope of existing laws could have a
material adverse effect on our results of operations, financial condition or prospects.

We must manage efficiently the expansion of our direct response business, including the musiciansfriend.com website, our systems that process orders in our direct response
business, and our fulfillment resources in order to service our customers properly.

Our
direct response business, particularly our e-commerce business, will require significant investments to respond to anticipated growth and competitive pressures. If we
fail to rapidly upgrade our website in order to accommodate increased traffic, we may lose customers, which would reduce our net sales. Furthermore, if we fail to expand the computer systems that we
use to process and ship customer orders and process payments and the fulfillment facilities we use to manage and ship our inventory, we may not be able to successfully distribute customer orders. We
experienced some delays of this sort in 2001 in connection with the consolidation of our fulfillment centers. As a result, we could incur excessive shipping costs due to the need to split delayed
shipments, increased marketing costs in the form of special offers to affected customers or the loss of customers altogether. We may experience difficulty in improving and maintaining such systems if
our employees or contractors that develop or maintain our key systems become unavailable to us. We have experienced periodic service disruptions and interruptions, which we believe will continue to
occur, while enhancing and expanding these systems.

Net sales of our e-commerce business could decrease if our online security measures fail.

Our
relationships with our e-commerce customers may be adversely affected if the security measures that we use to protect their personal information, such as credit card
numbers, are ineffective. If, as a result, we lose customers, our net sales could decrease. We rely on security and authentication technology that we license from third parties. With this technology,
we perform real-time credit card authorization and verification with our bank. We cannot predict whether events or developments will result in a compromise or breach of the technology we
use to protect a customer's personal information. Furthermore, our servers may be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions. We may need to
expend significant additional capital and other resources to protect against a security breach or to alleviate problems caused by any breaches. We cannot assure that we can prevent all security
breaches.

If we do not respond to rapid technological changes, our services could become obsolete and we could lose customers.

If
we face material delays in introducing new services, products and enhancements, our e-commerce customers may forego the use of our services and use those of our
competitors. To remain competitive, we must continue to enhance and improve the functionality and features of our online store. The Internet and the online commerce industry are rapidly changing. If
competitors introduce new products and services embodying new technologies, or if new industry standards and practices emerge, our existing website and proprietary technology and systems may become
obsolete. To develop our website and other proprietary technology entails significant technical and business risks. We may use new technologies ineffectively or we may fail to adapt our website, our
transaction processing

24

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systems
and our computer network to meet customer requirements or emerging industry standards. In addition, the success of e-commerce may result in greater efficiency and lower prices,
which could have an adverse effect on selling prices and margins in our retail store business and in our catalog business and generally constrain profitability in the specialty retail business.

Our hardware and software systems are vital to the efficient operation of our retail stores and direct response business, and damage to these systems could harm our
business.

We
rely on our computer hardware and software systems for the efficient operation of our retail stores and direct response business. Our information systems provide our management with
real-time inventory, sales and cost information that is essential to the operation of our business. Due to our number of stores, geographic diversity and other factors, we would be unable
to generate this information in a timely and accurate manner in the event our hardware or software
systems were unavailable. These systems are vulnerable to damage or interruption from a number of factors, including:



A
significant information systems failure could reduce the quality or quantity of operating data available to our management. If this information were unavailable for any extended period
of time, our management would be unable to efficiently run our business, which would result in a reduction in our net sales.

To
attempt to mitigate these risks we have contracted services from third parties to provide backup systems for our Guitar Center retail stores in the event of a disaster. These services
provide for our "mission critical" systems to be online within 48 hours following most disasters. Our direct response business does not have redundant Internet or operating systems and would be
vulnerable to catastrophic events. In the event of a disaster, our direct response business would most likely experience delays in processing and shipping orders until we executed our failure recovery
plans.

The results of operations of our Direct Response business could be materially adversely affected should the distribution of catalogs and other direct mail become more costly or
less effective

Our
Direct Response business, Musician's Friend, relies on the United States Postal Service to distribute its catalogs and other direct mail communications to consumers. Should the
United States Postal Service significantly tighten security guidelines or impose additional processes on mail to detect or respond to contamination, the expected result would be increased costs to
shippers and lengthened delivery times, each of which will impose greater costs on us. We are also concerned that some consumers may dispose of direct mail pieces, such as catalogs, if fears of
contamination in the mail system are heightened. Any trend of this sort would reduce the number of catalogs in circulation, reduce response rates, raise costs and decrease margins.

Our stock price could be volatile.

The market price of our common stock has been subject to significant fluctuations in response to our operating results and other factors, including announcements
by our competitors, and those fluctuations will likely continue in the future. In addition, the stock market in recent years has experienced significant price and volume fluctuations that often have
been unrelated or disproportionate to the operating performance of particular companies. These fluctuations, as well as a shortfall in sales or earnings compared to public market analysts'
expectations, changes in analysts' expectations, changes in analysts' recommendations or projections, and general economic and market conditions, may adversely affect the market price of our common
stock.

25

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Forward-looking statements contained in this annual report are subject to risks and other uncertainties.

This
report contains forward-looking statements, relating to, among other things, future results of operations, growth plans (including, without limitation, the number and timing of new
store openings, comparable store sales growth and the growth of our e-commerce business), sales, gross margin and expense trends, capital requirements and general industry and business
conditions applicable to us. These statements are based largely on our current expectations and are subject to a number of risks and uncertainties. Our actual results could differ materially from
these forward-looking statements. In addition to the other risks described elsewhere in this section, important factors to consider in evaluating these statements include changes in external
competitive market factors, changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the music products industry or the economy in general, the
emergence of new or growing specialty retailers of music products and various other competitive factors that may prevent us from competing successfully in existing or future markets. In light of these
risks and uncertainties, we can not assure you that the forward-looking statements contained in this annual report will in fact be realized. Further, we do not undertake any duty to update the
forward-looking statements contained in this annual report, particularly those related to management's future estimates which are subject to revision due to changes in the business environment that we
face.

Our actual operating results may differ significantly from our projections.

From time to time, we release projections regarding our future performance that represent our management's estimates as of the date of release. These projections,
which are forward looking-statements, are prepared by our management and are qualified by, and subject to, the assumptions and the other information contained in the release. Our projections are not
prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither our independent public accountants nor any other independent
expert or outside party compiles
or examines the projections and, accordingly, no such person expresses any opinion or any other form of assurance with respect thereto.

Projections
are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. We
generally state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not
fall outside of the suggested ranges. The principal reason that we release this data is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not
accept any responsibility for any projections or reports published by any such persons.

Projections
are necessarily speculative in nature, and it can be expected that some or all of the assumptions of the projections furnished by us will not materialize or will vary
significantly from actual results. Accordingly, our projections are only an estimate of what management believes is realizable as of the date of release. Actual results will vary from the projections
and the variations may be material. Investors should also recognize that the reliability of any forecasted financial data diminishes the farther in the future that the data is projected. In light of
the foregoing, investors are urged to put the projections in context and not to place undue reliance on them.

Any
failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this report could result in the actual operating results
being different than the projections, and such differences may be adverse and material.

26

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Item 3. and Qualitative Disclosures About Market Risk

We do not have any assets or liabilities which, in our view, impose upon us significant market risk except for our outstanding indebtedness represented by
$66.7 million principal amount of Senior Notes due 2006 with a fixed interest rate of 11% and our credit facility which has a variable rate of interest generally consisting of stated premiums
above the London Interbank Offered Rate, or LIBOR. At March 31, 2003, we had $91.6 million outstanding under our credit facility. To the extent prevailing short-term interest
rates fluctuate the interest expense we incur on our credit facility will change with a resulting effect (positive or negative) on our financial position, results of operations and cash flows.
However, based on the balances outstanding under our credit facility at March 31, 2003, such a fluctuation would have to be relatively significant to have a material financial impact on us. We
do not use derivative financial instruments in our investment portfolio. Presently, we do not carry
significant cash balances as any cash in excess of our daily operating needs is used to reduce our borrowings.

Item 4. Controls and Procedures

Within 90 days prior to the date of this report, our company carried out an evaluation, under the supervision and with the participation of our management,
including our Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness and design of our disclosure controls and procedures (as defined in
Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934). Based on the foregoing, our Co-Chief Executive Officers and Chief Financial Officer
concluded that such disclosure controls and procedures were effective. There have been no significant changes in internal controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Part II. OTHER INFORMATION

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

Nominee

For

WithheldLarry Thomas

20,416,605

300,989Marty Albertson

20,641,656

75,638Robert Eastman

20,641,414

75,880David Ferguson

20,282,812

434,482Larry Livingston

20,640,612

76,682George Mrkonic

20,425,067

292,227Peter Starrett

20,282,792

434,502Jeffrey Walker

20,251,925

465,369


27

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For

Against

Abstain

Broker Non-Votes11,756,946

8,959,544

804

0




For

Against

Abstain

Broker Non-Votes20,502,101

210,053

5,140

0


Item 6. Exhibits and Reports on Form 8-K

10.33*

Amendment to Amended and Restated Employment Agreement by and between Larry Thomas and Guitar Center, Inc. dated March 24, 2003.10.34*

Amendment to Amended and Restated Employment Agreement by and between Marty Albertson and Guitar Center, Inc. dated March 24, 2003.10.35*

Guitar Center, Inc. Senior Executive Performance Bonus Plan.10.36

Standard Industrial/Commercial Single-Tenant Lease by and between The J. David Gladstone Institutes, a Charitable Trust, as lessor and Guitar Center, Inc. as lessee relating to 5795 Lindero Canyon Road, Westlake Village, California.10.37

Addendum to Industrial/Commercial Single-Tenant Lease by and between The J. David Gladstone Institutes, a Charitable Trust, as lessor and Guitar Center, Inc. as lessee relating to 5795 Lindero Canyon Road, Westlake Village, California.10.38

Standard Commercial Lease by and between Mid-West Terminal Warehouse Company as lessor and Musician's Friend, Inc. as lessee relating to 1491 North Universal Avenue, Kansas City, Missouri.10.39

Addendum to Commercial Lease Agreement by and between Mid-West Terminal Warehouse Company, Inc. as lessor and Musician's Friend, Inc. as lessee relating to 1491 North Universal Avenue, Kansas City, Missouri.10.40*

Amendment to the 1997 Equity Participation Plan of Guitar Center, Inc. adopted March 24, 2003 increasing the authorized shares under the plan to 4,000,000.


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28

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Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized as of the 1st day of May 2003.

| |  |                                                                                               
| |  | ----------------------------------------------------------------------------------------------
| |  | Guitar Center, Inc.                                                                           
| |  |                                                                                               
| |  | /s/BRUCE L. ROSSBruce L. Ross, Executive Vice President,
Chief Financial Officer and Secretary
| |  |                                                                                               
| |  | (Duly Authorized Officer and Principal Financial Officer)                                     

29

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CERTIFICATIONS

I, Larry Thomas, certify that:

1.     I
have reviewed this quarterly report on Form 10-Q of Guitar Center, 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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



5.     The
registrant's other certifying officers 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 (or persons performing the equivalent function):



6.     The
registrant's other certifying officers 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: May 7, 2003 |  | By | /s/LARRY THOMASLarry Thomas
Co-Chief Executive Officer
|----------------- |  | -- | ------------------------------------------------------

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CERTIFICATIONS

I, Martin Albertson, certify that:

1.     I
have reviewed this quarterly report on Form 10-Q of Guitar Center, 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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



5.     The
registrant's other certifying officers 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 (or persons performing the equivalent function):



6.     The
registrant's other certifying officers 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: May 7, 2003 |  | By | /s/MARTY ALBERTSONMarty Albertson
Co-Chief Executive Officer
|----------------- |  | -- | ------------------------------------------------------------

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CERTIFICATIONS

I, Bruce Ross, certify that:

1.     I
have reviewed this quarterly report on Form 10-Q of Guitar Center, 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 officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and we have:



5.     The
registrant's other certifying officers 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 (or persons performing the equivalent function):



6.     The
registrant's other certifying officers 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: May 7, 2003 |  | By | /s/BRUCE ROSSBruce Ross
Chief Financial Officer
|----------------- |  | -- | -----------------------------------------------

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