Form 8-K hhgregg, Inc. For: Dec 31

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January 3, 2019 11:13 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2018

hhgregg, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-33600

Indiana		47-4850538
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

755 West Carmel Drive, Suite 207

Carmel, Indiana 46032

(Address of principal executive offices, including zip code)

(317) 848-8710

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On December 31, 2018, hhgregg, Inc. (the "Company") filed the Monthly Operating Reports for the period from November 1, 2018 to November 30, 2018 with the United States Bankruptcy Court for the Southern District of Indiana (the “Bankruptcy Court”). A copy of the Monthly Operating Reports are attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 to this report and are incorporated by reference into this item 8.01.

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the Company’s securities. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable requirements of the Office of the United States Trustee and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report contains any information beyond that required by the Office of the United States Trustee. The Monthly Operating Report also contains information for periods that are shorter or otherwise different from those required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

This report and Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 to this report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Company’s financial condition, results of operations, and business that is not historical information. As a general matter, forward-looking statements are those focused upon future or anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. The words “believe”, “expect”, “plan”, “intend”, “estimate”, or “anticipate” and similar expressions, as well as future or conditional verbs such as “will”, “should”, “would”, and “could”, often identify forward-looking statements. The Company believes that there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain, and the Company may not realize its expectations and its beliefs may not prove correct. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. The Company’s actual results and future financial condition may differ materially from those described or implied by any such forward-looking statements as a result of many factors that may be outside the Company’s control. Such factors include, without limitation, developments in the bankruptcy

proceedings, the results of liquidation sales and other matters.

Item 9.01


Exhibit No.		Description
99.1		Monthly Operating Report for the Period from November 1, 2018 to November 30, 2018 – Gregg Appliances, Inc.
99.2		Monthly Operating Report for the Period from November 1, 2018 to November 30, 2018 – hhgregg, Inc.
99.3		Monthly Operating Report for the Period from November 1, 2018 to November 30, 2018 – HHG Distributing LLC.

SIGNATURES

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



		hhgregg, Inc.

Date: January 2, 2019	By:	/s/ Kevin J. Kovacs
		Kevin J. Kovacs
		President, Chief Executive Officer and Chief Financial Officer

Exhibit Index


Exhibit No.		Description
99.1		Monthly Operating Report for the Period from November 1, 2018 to November 30, 2018 – Gregg Appliances, Inc.
99.2		Monthly Operating Report for the Period from November 1, 2018 to November 30, 2018 – hhgregg, Inc.
99.3		Monthly Operating Report for the Period from November 1, 2018 to November 30, 2018 – HHG Distributing LLC



					Exhibit 99.1
UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF INDIANA

In re	Gregg Appliances, Inc.		Case No.	17-01303-11
	Debtors



MONTHLY OPERATING REPORT Gregg Appliances, Inc.

INDEX TO CONDENSED FINANCIAL STATEMENTS AND SCHEDULES

CONDENSED FINANCIAL STATEMENTS						Page

	Condensed Statement of Income					2
	Condensed Balance Sheet					3
	Condensed Statement of Cash Flows					4

SCHEDULES

	Schedule 1 -	Total Disbursements				5
	Schedule 2 -	Bank Reconciliations				6
	Schedule 3 -	Total Disbursements to Retained Professionals				7
	Schedule 4 -	Summary of Unpaid Post-Petition Debts				8
	Schedule 5 -	Schedule of Federal, State, and Local Taxes Collected, Received, Due or Withheld				9
	Schedule 6 -	Accounts Receivable Aging				10
	Schedule 7 -	Questionnaire				11


I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the documents attached are true and correct to the best of my knowledge and belief.


Signature of Debtor			Date


Signature of Joint Debtor			Date

/s/ Kevin Kovacs			12/24/2018
Signature of Authorized Individual*			Date

Kevin Kovacs			CEO/CFO
Printed Name of Authorized Individual			Title of Authorized Individual


* Authorized individual must be an officer, director, or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.



Gregg Appliances, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Condensed Consolidated Statement of Income (unaudited)

	For the Period of
	November 1, 2018 to
(In Thousands)	November 30, 2018

Net Sales	$	—
Cost of Goods Sold	—
Gross Profit/Loss	—

Operating Expenses:
Advertising Expense, Net	—
Occupancy Costs	3
Data Communications	0
Repair and Maintenance	—
Company Insurance (Non-Medical)	0
Employee Benefits	(0)
Wage Expense	88
Employee Services	1
Travel and Entertainment	—
Bank Transaction Fees	2
Professional Fees	73
Stock Compensation Expense (Benefit), Net	—
Gain/Loss on Early Extinguishment of Debt	—
Depreciation and Amortization	—
Administrative and Sales Expense	12
Product Services Expense	—
Bad Debts	—

Total Operating Expenses	179

Operating Income/(Loss)	(179)

Interest Expense, net	(99)
Other Income/(Expense)	162

Income Before Taxes	$	(115)

Income Tax Expense/(Benefit)	—

Net Income/(Loss)	$	(115)



Gregg Appliances, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Condensed Consolidated Balance Sheet (unaudited)


	As of
(In Thousands)	11/30/2018

Assets
Cash	$	12,833
Credit Card and Trade Accounts Receivable, Net	6,441
Accounts Receivable - Other	8,776
Merchandise Inventories	—
Prepaid Expenses and Other Assets	4,740
Income Taxes Receivable	78
Total Current Assets		32,868

Property and Equipment, Net	—
Capitalized Financing Fees, Net	—
Goodwill	—
Trademarks, Net	—
Other Assets, Net	2

Total Assets	$	32,870

Liabilities and Stockholders' Deficit
Accounts Payable	9,065
Outstanding Customer Deposits, Credits, Refunds	1,560
Unredeemed Gift Card Liability	15
Other Accrued Expenses	14,405
Deferred Tax Liability	—
DIP Loans	9,612


Total Current Liabilities	$	34,656

Deferred Rent	—
LT Deferred Compensation	234
Other Long-term Liabilities	107
Liabilities Subject to Compromise		196,269

Total Liabilities	$	231,266

Preferred Stock	—
Common Stock	4
Accumulated Deficit	(352,947		)
Treasury Stock	(150,228		)
Additional Paid-in Capital	304,775
Total Stockholders' Deficit	$	(198,396	)


Total Liabilities and Stockholders' Deficit	$	32,870



Gregg Appliances, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Condensed Consolidated Statement of Cash Flows (unaudited)

	For the Period of
	November 1, 2018 to
(In Thousands)	November 30, 2018
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	(220)

Cash flows from investing activities:
Purchases of property and equipment	—
Proceeds from sale of property and equipment	—
Other	—
Net cash used in investing activities	—

Cash flows from financing activities:
Net Borrowings (Repayments) on Line of Credit	—
	—

Increase/(decrease) in cash and cash equivalents	(220)

Cash and cash equivalents at beginning of period	13,053

Cash and cash equivalents at end of period	$	12,833



Gregg Appliances, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Total Disbursements by Filed Legal Entity (unaudited)

(In Thousands)
For the Period of November 1, 2018 to November 30, 2018
Legal Entity	Case Number	Disbursements
Gregg Appliances, Inc.	17-01303-11	$	388



Gregg Appliances, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Bank Reconciliations (unaudited)

(In Thousands)
G/L Acct	Account Name	Bank Acct #	Debtor	Description	Bank Balance	Ledger Balance		As of Date	Reconciled
1000	Master Operating Account	9174	Gregg Appliances, Inc.	Operating Account	$ —	$ —		11/30/2018	No
1001	Corporate Account	9505	Gregg Appliances, Inc.	Corporate AR deposit account, All retail locations depository account	$ —	$ —		11/30/2018	No
1016	Cash Concentration	9455	Gregg Appliances, Inc.	Cash Dominion	$ —	$ —		11/30/2018	No
1017	Gregg AR DIP REVOLVER	ZT08	Gregg Appliances, Inc.	Excess cash on Wells Fargo AR DIP Revolver	$ 1,475	$ 1,475		11/30/2018	Yes
1051	Disbursements	9729	Gregg Appliances, Inc.	Checking	$ —	$ (92	)	11/30/2018	No
1011	Restricted - Wells Fargo Escrow	Internal Wells Fargo Account	Gregg Appliances, Inc	Legal Reserve and Escrow for Whirlpool and Electrolux Matters	$ 11,450	$ 11,450		11/30/2018	No



Gregg Appliances, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Total Disbursements to Retained Professionals (unaudited)

(In Thousands)
For the Period of November 1, 2018 to November 30, 2018
Retained Professionals		Approved Amounts (1)		Disbursements
MORGAN, LEWIS & BOCKIUS LLP	Legal Services	$ 1,878		$ 25
STIFEL, NICOLAUS & COMPANY INC	Bankruptcy Services	$ —		$ —
BERKELEY RESEARCH GROUP LLC	Bankruptcy Services	$ 2,423		$ 20
DONLIN, RECANO & COMPANY INC	Bankruptcy Services	$ —		$ 11
ICE MILLER LLP	Legal Services	$ 1,639		$ 30
BINGHAM GREENEBAUM DOLL LLP	Bankruptcy Services	$ 163		$ 3
MALFITANO PARTNERS	Bankruptcy Services	$ 66		$ —
COOLEY LLP	Bankruptcy Services	$ 2,087		$ 36
PROVINCE, INC.	Bankruptcy Services	$ 542		$ 6
DLA PIPER LLP US	Bankruptcy Services	$ —		$ 31
FAEGRE BAKER DANIELS LLP	Bankruptcy Services	$ —		$ 4
CHOATE HALL & STEWART LLP	Bankruptcy Services	$ —		$ —
ASK LLP	Bankruptcy Services	$ —		$ —
GREAT AMERICAN GROUP	Bankruptcy Services	$ —		$ —


Total			$ 8,798	$	166



(1) Approved amounts represent the amount of fees and expenses that were approved by court order for payment by the Debtors to each professional through November 2018.



Gregg Appliances, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Summary of Unpaid Post-Petition Debts (unaudited)
As of 11/30/2018


(In Thousands)
Gregg Appliances, Inc. (17-01303-11)
			Number of Days Past Due
	Current		0-30		31-60		61-90		Over 90		Total
Accounts Payable	$	(63)	$	25	$	—	$	—	$	1,870	$	1,823
Wages Payable	8		—		—		—		—		8
Taxes Payable (1)	723		—		—		—		235		958
Rent/Leases-Building	—		—		—		—		3,759		3,759
Utilities Payable (2)	82		—		—		—		603		685
Insurance Reserves	1,667		—		—		—		—		1,667
Secured Debt/Adequate Protection Payments	—		—		—		—		—		—
Professional Fees	11		—		—		—		2,181		2,192
Amounts Due to Insiders	—		—		—		—		—		—
Outstanding Customer Deposits, Credits, Refunds (2)	1,560		—		—		—		—		1,560
Unredeemed Gift Card Liability (2)	15		—		—		—		—		15
Deferred Rent	—		—		—		—		—		—
LT Deferred Compensation	234		—		—		—		—		234
Other (2)	12,369		—		—		—		107		12,476
Total Post-Petition Debts	$	16,607	$	25	$	—	$	—	$	8,754	$	25,385


(1) Any past due taxes payable relate to unpaid business license fees for 2017, as well as unpaid gross receipts taxes payable and any penalties charged for late payments beginning in July 2017.
(2) Aging information for payables other than trade payables is not readily available. As such, all other post-petition payables have been categorized in the Current bucket.



Gregg Appliances, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Schedule of Federal, State, & Local Taxes Collected, Received, Due or Witheld (unaudited)

(In Thousands)
For the Period of November 1, 2018 to November 30, 2018
	Beginning Tax Liability	Amount Withheld or Accrued	Amount Paid		Date Paid	Check No. or EFT	Ending Tax Liability
Federal
Withholding	$ —	$ 28	$ (23	)	11/14; 11/28	WIRE	$ 5
FICA - Employee	$ 0	$ 2	$ (2	)	11/14; 11/28	WIRE	$ 0
FICA - Employer	$ 0	$ 1	$ (1	)	11/14; 11/28	WIRE	$ 0
Unemployment	$ —	$ —	$ —				$ —
Income	$ —						$ —
Total Federal Taxes	$ —	$ 31	$ (26	)			$ 5

State and Local
Withholding	$ —	$ 4	$ (3	)	11/14; 11/28	WIRE	$ 1
Sales and Use	$ (0)	$ —	$ —				$ (0	)
Excise	$ —	$ —	$ —				$ —
Unemployment	$ —	$ —	$ —				$ —
Real Property	$ 3,474	$ —	$ —				$ 3,474
Personal Property	$ 1,582	$ —	$ —				$ 1,582
Other	$ 95	$ 4	$ —				$ 99
Total State and Local	$ 5,151	$ 8	$ (3	)			$ 5,156



Gregg Appliances, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Accounts Receivable Aging (unaudited)

(In Thousands)
As of November 30, 2018
Accounts Receivable Reconciliation	Credit Card Receivables		Trade Accounts Receivable		Total Credit Card and Trade Accounts Receivable
Total Accounts Receivable at the beginning of the reporting period	$	1,904	$	5,541	$	7,444
+ Amounts billed during the period	—		—		$	—
- Amounts collected during the period	—		0		$	0
- Other Adjustments (Writeoffs/Credit Memos/Adjustments/Chargebacks/Signifyd Funding)	(1,004)		0		$	(1,004)
Total Accounts Receivable at the end of the reporting period	$	900	$	5,541	$	6,441

As of November 30, 2018
Accounts Receivable Aging

< 90	$ —		$ —		$	—
91+	900		5,541			6,441
Total Accounts Receivable	900		5,541			6,441
Amount Considered Uncollectible	—		—			—
Accounts Receivable, Net	$	900	$	5,541	$	6,441
	(1) / (2)
NOTES
(1) In July 2018, all Credit Card Receivables were written off with the exception of Pre-Petition funds withheld by Vantiv (Visa/Mastercard) in the amount of $900,000. Debtors understand some or all of that amount was applied against chargebacks by the Credit Card companies; however, will continue to carry balance until fully resolved.
(2) No reserves have been recorded against credit card receivables.
(3) $8.8M of Accounts Receivable - Other exists at 11/30/2018 for which aging information is not readily available.



Gregg Appliances, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Questionnaire

				Yes	No
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.					X
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.					X
3. Have all post-petition tax returns been filed timely? If no, provide an explanation below.				X
4. Are workers compensation, general liability, and other necessary insurance coverages in effect? If no, provide an explanation below.				X
5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.					X
Account Name	Purpose	Business	Acct Number	Bank Name	Date



					Exhibit 99.2
UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF INDIANA

In re	hhgregg, Inc.		Case No.	17-01302-11
	Debtors



MONTHLY OPERATING REPORT hhgregg, Inc.

INDEX TO CONDENSED FINANCIAL STATEMENTS AND SCHEDULES

CONDENSED FINANCIAL STATEMENTS						Page

	Condensed Statement of Income					2
	Condensed Balance Sheet					3
	Condensed Statement of Cash Flows					4

SCHEDULES

	Schedule 1 -	Total Disbursements				5
	Schedule 2 -	Bank Reconciliations				6
	Schedule 3 -	Total Disbursements to Retained Professionals				7
	Schedule 4 -	Summary of Unpaid Post-Petition Debts				8
	Schedule 5 -	Schedule of Federal, State, and Local Taxes Collected, Received, Due or Withheld				9
	Schedule 6 -	Accounts Receivable Aging				10
	Schedule 7 -	Questionnaire				11


I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the documents attached are true and correct to the best of my knowledge and belief.


Signature of Debtor			Date


Signature of Joint Debtor			Date

/s/ Kevin Kovacs			12/24/2018
Signature of Authorized Individual*			Date

Kevin Kovacs			CEO/CFO
Printed Name of Authorized Individual			Title of Authorized Individual


* Authorized individual must be an officer, director, or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.



hhgregg, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Condensed Consolidated Statement of Income (unaudited)

	For the Period of
	November 1, 2018 to
(In Thousands)	November 30, 2018

Net Sales	$	—
Cost of Goods Sold	—
Gross Profit	—

Operating Expenses:
Advertising Expense, Net	—
Occupancy Costs	—
Data Communications	—
Repair and Maintenance	—
Company Insurance (Non-Medical)	—
Employee Benefits	—
Wage Expense	—
Employee Services	—
Travel and Entertainment	—
Bank Transaction Fees	—
Professional Fees	—
Stock Compensation Expense (Benefit), Net	—
Gain/Loss on Early Extinguishment of Debt	—
Depreciation and Amortization	—
Administrative and Sales Expense	—
Product Services Expense	—
Bad Debts	—


Total Operating Expenses	—

Operating Income	—

Interest Expense, net	—
Other Income/(Expense)	—

Income Before Taxes	—

Income Tax Expense/(Benefit)	—

Net Income	$	—



hhgregg, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Condensed Consolidated Balance Sheet (unaudited)


	As of
(In Thousands)	11/30/2018

Assets
Cash	$	—
Credit Card and Trade Accounts Receivable, Net	—
Accounts Receivable - Other	—
Merchandise Inventories	—
Prepaid Expenses and Other Assets	—
Income Taxes Receivable	—
Total Current Assets	—

Property and Equipment, Net	—
Capitalized Financing Fees, Net	—
Goodwill	—
Trademarks, Net	—
Other Assets, Net	—

Total Assets	—

Liabilities and Stockholders' Deficit
Accounts Payable	—
Outstanding Customer Deposits, Credits, Refunds	—
Unredeemed Gift Card Liability	—
Other Accrued Expenses	—
Deferred Tax Liability	—
DIP Loans	—


Total Current Liabilities	—

Deferred Rent	—
LT Deferred Compensation	—
Other Long-term Liabilities	—
Liabilities Subject to Compromise	$	—

Total Liabilities	—

Preferred Stock	—
Common Stock	—
Retained Earnings / (Accumulated Deficit)	—
Treasury Stock	—
Additional Paid-in Capital	—
Total Stockholders' Deficit	—


Total Liabilities and Stockholders' Deficit	$	—



hhgregg, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Condensed Consolidated Statement of Cash Flows (unaudited)

	For the Period of
	November 1, 2018 to
(In Thousands)	November 30, 2018
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	—

Cash flows from investing activities:
Purchases of property and equipment	—
Proceeds from sale of property and equipment	—
Other	—
Net cash used in investing activities	—

Cash flows from financing activities:
Net Borrowings (Repayments) on Line of Credit	—
	—

Increase/(decrease) in cash and cash equivalents	—

Cash and cash equivalents at beginning of period	—

Cash and cash equivalents at end of period	$	—



hhgregg, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Total Disbursements by Filed Legal Entity (unaudited)

(In Thousands)
For the Period of November 1, 2018 to November 30, 2018
Legal Entity	Case Number	Disbursements
hhgregg, Inc.	17-01302-11	$ —



hhgregg, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Bank Reconciliations (unaudited)

(In Thousands)
G/L Acct	Account Name	Bank Acct #	Debtor	Description	Bank Balance	Ledger Balance	As of Date	Reconciled
NOTE: No bank accounts are held by hhgregg, Inc.



Gregg Applicances, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Total Disbursements to Retained Professionals (unaudited)

(In Thousands)
For the Period of November 1, 2018 to November 30, 2018
Retained Professionals		Approved Amounts (1)		Disbursements
MORGAN, LEWIS & BOCKIUS LLP	Legal Services	1,878		—
STIFEL, NICOLAUS & COMPANY INC	Bankruptcy Services	—		—
BERKELEY RESEARCH GROUP LLC	Bankruptcy Services	2,423		—
DONLIN, RECANO & COMPANY INC	Bankruptcy Services	—		—
ICE MILLER LLP	Legal Services	1,639		—
BINGHAM GREENBAUM DOLL LLP	Bankruptcy Services	163		—
MALFITANO PARTNERS	Bankruptcy Services	66		—
COOLEY LLP	Bankruptcy Services	2,087		—
PROVINCE, INC.	Bankruptcy Services	542		—
DLA PIPER LLP US	Bankruptcy Services	—		—
FAEGRE BAKER DANIELS LLP	Bankruptcy Services	—		—
ASK LLP	Bankruptcy Services	—		—
GREAT AMERICAN GROUP	Bankruptcy Services	—		—

Total		$	8,798	$	—



(1) Approved amounts represent the amount of fees and expenses that were approved by court order for payment by the Debtors to each professional through November 2018.



hhgregg, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Summary of Unpaid Post-Petition Debts (unaudited)
As of 11/30/2018



(In Thousands)
hhgregg, Inc. (17-01302-11)
		Number of Days Past Due
	Current	0-30	31-60	61-90	Over 90	Total
Accounts Payable	$ —	$ —	$ —	$ —	$ —	$ —
Wages Payable	—	—	—	—	—	—
Taxes Payable	—	—	—	—	—	—
Rent/Leases-Building	—	—	—	—	—	—
Utilities Payable	—	—	—	—	—	—
Insurance Reserves	—	—	—	—	—	—
Secured Debt/Adequate Protection Payments	—	—	—	—	—	—
Professional Fees	—	—	—	—	—	—
Amounts Due to Insiders	—	—	—	—	—	—
Outstanding Customer Deposits, Credits, Refunds	—	—	—	—	—	—
Unredeemed Gift Card Liability	—	—	—	—	—	—
Deferred Rent	—	—	—	—	—	—
LT Deferred Compensation	—	—	—	—	—	—
Other	—	—	—	—	—	—
Total Post-Petition Debts	$	$ —	$ —	$ —	$ —	$ —



hhgregg, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Schedule of Federal, State, & Local Taxes Collected, Received, Due or Witheld (unaudited)

(In Thousands)
For the Period of November 1, 2018 to October 31, 2018
	Beginning Tax Liability	Amount Withheld or Accrued	Amount Paid	Date Paid	Check No. or EFT	Ending Tax Liability
Federal
Withholding	$ —	$ —	$ —			$ —
FICA - Employee	$ —	$ —	$ —			$ —
FICA - Employer	$ —	$ —	$ —			$ —
Unemployment	$ —	$ —	$ —			$ —
Income	$ —	$ —	$ —			$ —
Total Federal Taxes	$ —	$ —	$ —			$ —

State and Local
Withholding	$ —	$ —	$ —			$ —
Sales and Use	$ —	$ —	$ —			$ —
Excise	$ —	$ —	$ —			$ —
Unemployment	$ —	$ —	$ —			$ —
Real Property	$ —	$ —	$ —			$ —
Personal Property	$ —	$ —	$ —			$ —
Other	$ —	$ —	$ —			$ —
Total State and Local	$ —	$ —	$ —			$ —



hhgregg, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Accounts Receivable Aging (unaudited)

(In Thousands)
As of November 30, 2018
Accounts Receivable Reconciliation	Credit Card Receivables		Trade Accounts Receivable		Total Credit Card and Trade Accounts Receivable
Total Accounts Receivable at the beginning of the reporting period	$	—	$	—	$	—
+ Amounts billed during the period	—		—			—
- Amounts collected during the period	—		—			—
- Other Adjustments (Writeoffs/Credit Memos/Adjustments/Chargebacks/Signifyd Funding)	—		—			—
Total Accounts Receivable at the end of the reporting period	$	—	$	—	$	—

As of November 30, 2018
Accounts Receivable Aging

< 90	$ —		$ —		$	—
91+	—		—			—
Total Accounts Receivable	—		—			—
Amount Considered Uncollectible	—		—			—
Accounts Receivable, Net	$	—	$	—	$	—

NOTES



hhgregg, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Questionnaire

				Yes	No
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.					X
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.					X
3. Have all post-petition tax returns been filed timely? If no, provide an explanation below.				X
4. Are workers compensation, general liability, and other necessary insurance coverages in effect? If no, provide an explanation below.				X
5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.					X
Account Name	Purpose	Business	Acct Number	Bank Name	Date



					Exhibit 99.3
UNITED STATES BANKRUPTCY COURT FOR THESOUTHERN DISTRICT OF INDIANA

In re	HHG Distributing LLC		Case No.	17-01304-11
	Debtors



MONTHLY OPERATING REPORT HHG Distributing LLC
MONTHLY OPERATING REPORT HHG Distributing LLC

INDEX TO CONDENSED FINANCIAL STATEMENTS AND SCHEDULES

CONDENSED FINANCIAL STATEMENTS						Page

	Condensed Statement of Income					2
	Condensed Balance Sheet					3
	Condensed Statement of Cash Flows					4

SCHEDULES

	Schedule 1 -	Total Disbursements				5
	Schedule 2 -	Bank Reconciliations				6
	Schedule 3 -	Total Disbursements to Retained Professionals				7
	Schedule 4 -	Summary of Unpaid Post-Petition Debts				8
	Schedule 5 -	Schedule of Federal, State, and Local Taxes Collected, Received, Due or Withheld				9
	Schedule 6 -	Accounts Receivable Aging				10
	Schedule 7 -	Questionnaire				11


I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the documents attached are true and correct to the best of my knowledge and belief.


Signature of Debtor			Date


Signature of Joint Debtor			Date

/s/ Kevin Kovacs			12/24/2018
Signature of Authorized Individual*			Date

Kevin Kovacs			CEO/CFO
Printed Name of Authorized Individual			Title of Authorized Individual



* Authorized individual must be an officer, director, or shareholder if debtor is a corporation; a partner if debtor is a partnership; a manager or member if debtor is a limited liability company.



HHG Distributing LLC
DEBTORS AND DEBTORS IN POSSESSION
Condensed Consolidated Statement of Income (unaudited)

	For the Period of
	November 1, 2018 to
(In Thousands)	November 30, 2018

Net Sales	$	—
Cost of Goods Sold	—
Gross Profit	—

Operating Expenses:
Advertising Expense, Net	—
Occupancy Costs	—
Data Communications	—
Repair and Maintenance	—
Company Insurance (Non-Medical)	—
Employee Benefits	—
Wage Expense	—
Employee Services	—
Travel and Entertainment	—
Bank Transaction Fees	—
Professional Fees	—
Stock Compensation Expense (Benefit), Net	—
Gain/Loss on Early Extinguishment of Debt	—
Depreciation and Amortization	—
Administrative and Sales Expense	—
Product Services Expense	—
Bad Debts	—


Total Operating Expenses	—

Operating Income	—

Interest Expense, net	—
Other Income/(Expense)	—

Income Before Taxes	—

Income Tax Expense/(Benefit)	—

Net Income	$	—



HHG Distributing LLC
DEBTORS AND DEBTORS IN POSSESSION
Condensed Consolidated Balance Sheet (unaudited)


	As of
(In Thousands)	11/30/2018

Assets
Cash	$	—
Credit Card and Trade Accounts Receivable, Net	—
Accounts Receivable - Other	—
Merchandise Inventories	—
Prepaid Expenses and Other Assets	—
Income Taxes Receivable	—
Total Current Assets	—

Property and Equipment, Net	—
Capitalized Financing Fees, Net	—
Goodwill	—
Trademarks, Net	—
Other Assets, Net	—

Total Assets	$ —

Liabilities and Stockholders' Deficit
Accounts Payable	—
Outstanding Customer Deposits, Credits, Refunds	—
Unredeemed Gift Card Liability	—
Other Accrued Expenses	—
Deferred Tax Liability	—
DIP Loans	—


Total Current Liabilities	$ —

Deferred Rent	—
LT Deferred Compensation	—
Other Long-term Liabilities	—
Liabilities Subject to Compromise	$	—

Total Liabilities	—

Preferred Stock	—
Common Stock	—
Retained Earnings / (Accumulated Deficit)	—
Treasury Stock	—
Additional Paid-in Capital	—
Total Stockholders' Deficit	$ —


Total Liabilities and Stockholders' Deficit	$	—



HHG Distributing LLC
DEBTORS AND DEBTORS IN POSSESSION
Condensed Consolidated Statement of Cash Flows (unaudited)

	For the Period of
	November 1, 2018 to
(In Thousands)	November 30, 2018
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	—

Cash flows from investing activities:
Purchases of property and equipment	—
Proceeds from sale of property and equipment	—
Other	—
Net cash used in investing activities	—

Cash flows from financing activities:
Net Borrowings (Repayments) on Line of Credit	—
	—

Increase/(decrease) in cash and cash equivalents	—

Cash and cash equivalents at beginning of period	—

Cash and cash equivalents at end of period	$	—



HHG Distributing LLC
DEBTORS AND DEBTORS IN POSSESSION
Total Disbursements by Filed Legal Entity (unaudited)

(In Thousands)
For the Period of November 1, 2018 to November 30, 2018
Legal Entity	Case Number	Disbursements
HHG Distributing LLC	17-01304-11	$ —



HHG Distributing LLC
DEBTORS AND DEBTORS IN POSSESSION
Bank Reconciliations (unaudited)

(In Thousands)
G/L Acct	Account Name	Bank Acct #	Debtor	Description	Bank Balance	Ledger Balance	As of Date	Reconciled
NOTE: No bank accounts are held by HHG Distributing LLC.



Gregg Appliances, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Total Disbursements to Retained Professionals (unaudited)

(In Thousands)
For the Period of November 1, 2018 to November 30, 2018
Retained Professionals		Approved Amounts (1)		Disbursements
MORGAN, LEWIS & BOCKIUS LLP	Legal Services	1,878		—
STIFEL, NICOLAUS & COMPANY INC	Bankruptcy Services	—		—
BERKELEY RESEARCH GROUP LLC	Bankruptcy Services	2,423		—
DONLIN, RECANO & COMPANY INC	Bankruptcy Services	—		—
ICE MILLER LLP	Legal Services	1,639		—
BINGHAM GREENEBAUM DOLL LLP	Bankruptcy Services	163		—
MALFITANO PARTNERS	Bankruptcy Services	66		—
COOLEY LLP	Bankruptcy Services	2,087		—
PROVINCE, INC.	Bankruptcy Services	542
DLA PIPER LLP US	Bankruptcy Services	—		—
FAEGRE BAKER DANIELS LLP	Bankruptcy Services	—		—
ASK LLP	Bankruptcy Services	—		—
GREAT AMERICAN GROUP	Bankruptcy Services	—		—


Total		$	8,798	$	—



(1) Approved amounts represent the amount of fees and expenses that were approved and eligible to be paid by the Debtors to each professional during November 2018.



HHG Distributing LLC
DEBTORS AND DEBTORS IN POSSESSION
Summary of Unpaid Post-Petition Debts (unaudited)
As of 11/30/2018


(In Thousands)
HHG Distributing LLC (17-01304-11)
		Number of Days Past Due
	Current	0-30	31-60	61-90	Over 90	Total
Accounts Payable	$ —	$ —	$ —	$ —	$ —	$ —
Wages Payable	—	—	—	—	—	—
Taxes Payable	—	—	—	—	—	—
Rent/Leases-Building	—	—	—	—	—	—
Utilities Payable	—	—	—	—	—	—
Insurance Reserves	—	—	—	—	—	—
Secured Debt/Adequate Protection Payments	—	—	—	—	—	—
Professional Fees	—	—	—	—	—	—
Amounts Due to Insiders	—	—	—	—	—	—
Outstanding Customer Deposits, Credits, Refunds	—	—	—	—	—	—
Unredeemed Gift Card Liability	—	—	—	—	—	—
Deferred Rent	—	—	—	—	—	—
LT Deferred Compensation	—	—	—	—	—	—
Other	—	—	—	—	—	—
Total Post-Petition Debts	$ —	$ —	$ —	$ —	$ —	$ —



HHG Distributing LLC
DEBTORS AND DEBTORS IN POSSESSION
Schedule of Federal, State, & Local Taxes Collected, Received, Due or Witheld (unaudited)

(In Thousands)
For the Period of November 1, 2018 to November 30, 2018
	Beginning Tax Liability	Amount Withheld or Accrued	Amount Paid	Date Paid	Check No. or EFT	Ending Tax Liability
Federal
Withholding	$ —	$ —	$ —			$ —
FICA - Employee	$ —	$ —	$ —			$ —
FICA - Employer	$ —	$ —	$ —			$ —
Unemployment	$ —	$ —	$ —			$ —
Income	$ —	$ —	$ —			$ —
Total Federal Taxes	$ —	$ —	$ —			$ —

State and Local
Withholding	$ —	$ —	$ —			$ —
Sales and Use	$ —	$ —	$ —			$ —
Excise	$ —	$ —	$ —			$ —
Unemployment	$ —	$ —	$ —			$ —
Real Property	$ —	$ —	$ —			$ —
Personal Property	$ —	$ —	$ —			$ —
Other	$ —	$ —	$ —			$ —
Total State and Local	$ —	$ —	$ —			$ —



HHG Distributing LLC
DEBTORS AND DEBTORS IN POSSESSION
Accounts Receivable Aging (unaudited)

(In Thousands)
As of November 30, 2018
Accounts Receivable Reconciliation	Credit Card Receivables		Trade Accounts Receivable		Total Credit Card and Trade Accounts Receivable
Total Accounts Receivable at the beginning of the reporting period	$	—	$	—	$	—
+ Amounts billed during the period	—		—			—
- Amounts collected during the period	—		—			—
- Other Adjustments (Writeoffs/Credit Memos/Adjustments/Chargebacks/Signifyd Funding)	—		—			—
Total Accounts Receivable at the end of the reporting period	$	—	$	—	$	—

As of November 30, 2018
Accounts Receivable Aging

< 90	$ —		—		$	—
91+	—		—			—
Total Accounts Receivable	—		—			—
Amount Considered Uncollectible	—		—			—
Accounts Receivable, Net	$	—	$	—	$	—

NOTES



HHG Distributing LLC
DEBTORS AND DEBTORS IN POSSESSION
Questionnaire

				Yes	No
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.					X
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.					X
3. Have all post-petition tax returns been filed timely? If no, provide an explanation below.				X
4. Are workers compensation, general liability, and other necessary insurance coverages in effect? If no, provide an explanation below.				X
5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3.					X
Account Name	Purpose	Business	Acct Number	Bank Name	Date

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Form 8-K hhgregg, Inc. For: Dec 31

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