hhgregg, Inc. - FORM 8-K - EX-99.1 - EXHIBIT 99.1

Attached files

file	filename
EX-99.3 - EXHIBIT 99.3 - hhgregg, Inc.	a993morseptember2017-hhgdi.htm
EX-99.2 - EXHIBIT 99.2 - hhgregg, Inc.	a992morseptember2017-hhgre.htm
8-K - 8-K - hhgregg, Inc.	a8-kshellseptembermor2017.htm



					Exhibit 99.1
UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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			10/11/2017
Signature of Authorized Individual*			Date

Kevin Kovacs			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
	September 1, 2017 to
(In Thousands)	September 30, 2017

Net Sales	$	—
Cost of Goods Sold	(2		)
Gross Profit	2

Operating Expenses:
Advertising Expense, Net	—
Occupancy Costs	(498		)
Data Communications	4
Repair and Maintenance	2
Company Insurance (Non-Medical)	(109		)
Employee Benefits	(26		)
Wage Expense	128
Employee Services	26
Travel and Entertainment	—
Bank Transaction Fees	—
Professional Fees	1,654
Stock Compensation Expense (Benefit), Net	—
Gain/Loss on Early Extinguishment of Debt	—
Depreciation and Amortization	—
Administrative and Sales Expense	18
Product Services Expense	—
Bad Debts	—

Total Operating Expenses	1,199

Operating Income	(1,197		)

Interest Expense, net	(531		)
Other Income/(Expense)	1,405

Income Before Taxes	$	(324	)

Income Tax Expense/(Benefit)	0

Net Income	$	(324	)



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


	As of
(In Thousands)	9/30/2017

Assets
Cash	$	360
Credit Card and Trade Accounts Receivable, Net	5,481
Accounts Receivable - Other	10,870
Merchandise Inventories	—
Prepaid Expenses and Other Assets	14,672
Income Taxes Receivable	70
Total Current Assets	31,453

Property and Equipment, Net	—
Capitalized Financing Fees, Net	1,864
Goodwill	—
Trademarks, Net	—
Other Assets, Net	917

Total Assets	34,235

Liabilities and Stockholders' Deficit
Accounts Payable	9,685
Outstanding Customer Deposits, Credits, Refunds	1,560
Unredeemed Gift Card Liability	15
Other Accrued Expenses	2,290
Deferred Tax Liability	—
DIP Loans	7,344


Total Current Liabilities	20,893

Deferred Rent	—
LT Deferred Compensation	234
Other Long-term Liabilities	1,026
Liabilities Subject to Compromise	$	194,288

Total Liabilities	216,441

Preferred Stock	—
Common Stock	4
Retained Earnings / (Accumulated Deficit)	(336,757		)
Treasury Stock	(150,228		)
Additional Paid-in Capital	304,775
Total Stockholders' Deficit	(182,206		)


Total Liabilities and Stockholders' Deficit	$	34,235



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

	For the Period of
	September 1, 2017 to
(In Thousands)	September 30, 2017
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	(741	)

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	538
	538

Increase/(decrease) in cash and cash equivalents	(203		)

Cash and cash equivalents at beginning of period	563

Cash and cash equivalents at end of period	$	360



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

(In Thousands)
For the Period of September 1, 2017 to September 30, 2017
Legal Entity	Case Number	Disbursements
Gregg Appliances, Inc.	17-01303-11	$	3,322



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	938169174	Gregg Appliances, Inc.	Operating Account	—	—		9/30/2017	No
1001	Corporate Account	multiple accounts	Gregg Appliances, Inc.	Corporate AR deposit account, All retail locations depository account	—	—		9/30/2017	No
1003	Flex Benefits	938168515	Gregg Appliances, Inc.	Flex Benefits Payments	—	—		9/30/2017	No
1010	RCC Returned Checks	938168127	Gregg Appliances, Inc.	Returned check concentration	—	—		9/30/2017	No
1013	Ohio Workers Compensation	938168341	Gregg Appliances, Inc.	Ohio Workers Comp Claims	—	—		9/30/2017	No
1016	Cash Concentration	938169455	Gregg Appliances, Inc.	Cash Dominion	130	130		9/30/2017	No
1042	PayPal	938183472	Gregg Appliances, Inc.	HR Insurance Collections - Leave Associates	—	—		9/30/2017	No
1050	Payroll	938169802	Gregg Appliances, Inc.	Off Cycle Payroll	—	(13.00	)	9/30/2017	Yes
1051	Disbursements	938169729	Gregg Appliances, Inc.	Checking	—	(128.00	)	9/30/2017	No
1055	Restricted - Utilities Escrow	938157500	Gregg Appliances, Inc.	Utility Escrow	372	372		9/30/2017	Yes



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

(In Thousands)
For the Period of September 1, 2017 to September 30, 2017
Retained Professionals		Approved Amounts (1)		Disbursements
MORGAN, LEWIS & BOCKIUS LLP	Legal Services	1,019		(463		)
STIFEL, NICOLAUS & COMPANY INC	Bankruptcy Services	700		—
BERKELEY RESEARCH GROUP LLC	Bankruptcy Services	2,088		(808		)
DONLIN, RECANO & COMPANY INC	Bankruptcy Services	—		(161		)
ICE MILLER LLP	Legal Services	763		(332		)
BINGHAM GREENBAUM DOLL LLP	Bankruptcy Services	67		(32		)
MALFITANO PARTNERS	Bankruptcy Services	66		(14		)
COOLEY LLP	Bankruptcy Services	1,045		(459		)
PROVINCE, INC.	Bankruptcy Services	390		(157		)
DLA PIPER LLP US	Bankruptcy Services	—		(125		)
FAEGRE BAKER DANIELS LLP	Bankruptcy Services	—		—

Total		$	6,138	$	(2,552	)



(1) Approved amounts represent the aggregate amount of fees and expenses that were approved by court order for payment by the Debtors to each professional through September 2017.



Gregg Appliances, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Summary of Unpaid Post-Petition Debts (unaudited)
As of 9/30/2017



(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	$	54	$	52	$	364	$	241	$	343	$	1,055
Wages Payable	42		—		—		—		—		42
Taxes Payable (1)	691		—		1		4		256		953
Rent/Leases-Building	—		—		—		11		3,955		3,966
Utilities Payable (2)	125		—		86		106		627		944
Insurance Reserves	1,870		—		—		—		—		1,870
Secured Debt/Adequate Protection Payments	—		—		—		—		—		—
Professional Fees	402		799		1,013		619		396		3,229
Amounts Due to Insiders	—		—		—		—		—		—
Outstanding Customer Deposits, Credits, Refunds (1)	1,560		—		—		—		—		1,560
Unredeemed Gift Card Liability (1)	15		—		—		—		—		15
Deferred Rent	—		—		—		—		—		—
LT Deferred Compensation	234		—		—		—		—		234
Other (1)	904		—		—		—		36		940
Total Post-Petition Debts	$	5,898	$	852	$	1,465	$	979	$	5,614	$	14,808


(1) Any past due taxes payable relate to unpaid business license fees for 2017, as well as unpaid gross receipts taxes payable beginning in June 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 September 1, 2017 to September 30, 2017
	Beginning Tax Liability		Amount Withheld or Accrued		Amount Paid		Date Paid	Check No. or EFT	Ending Tax Liability
Federal
Withholding	—		157.00		(157	)	9/8; 9/22	EFT	—
FICA - Employee	—		14		(14	)	9/8; 9/22	EFT	—
FICA - Employer	1.00		12		(12	)	9/8; 9/22	EFT	1.00
Unemployment	—		—		—				—
Income	—								—
Total Federal Taxes	1		183		(183	)			1

State and Local
Withholding	—		20		(20	)	9/8; 9/22	EFT	—
Sales and Use	(27	)	—		—				(27	)
Excise	—		—		—				—
Unemployment	—		—		—				—
Real Property	3,502		—		—				3,502
Personal Property	1,635		(3	)	(2	)		Applied against business license refunds by State Taxing Authorities	1,630
Other	52		—		—				52
Total State and Local	5,163		17		(23	)			5,157



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

(In Thousands)
As of September 30, 2017
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	$	(301	)	$	5,784		$	5,484.00
+ Amounts billed during the period	—			—			$	—
- Amounts collected during the period	—			(3		)	$	(3	)
- Other Adjustments (Writeoffs/Credit Memos/Adjustments/Chargebacks/Signifyd Funding)	—			—			$	—
Total Accounts Receivable at the end of the reporting period	$	(301	)	$	5,782		$	5,481

As of September 30, 2017
Accounts Receivable Aging

< 90	—			34			$	34
91+	(301		)	5,748.00			$	5,447
Total Accounts Receivable	(301		)	5,782			$	5,481
Amount Considered Uncollectible	—			—			$	—
Accounts Receivable, Net	$	(301	)	$	5,782		$	5,481

NOTES
(1) Credit Card Receivable Aging has been estimated, as all credit card settlement was turned off in June 2017. Therefore, all balances are at least 90 days old as of 8/31/17.
(2) No reserves have been recorded against credit card receivables.
(3) $10.7M of Accounts Receivable - Other exists at 8/31/2017 for which aging information is not readily available.
(4) The Credit Card Receivables are in a payable position at 8/31/2017 as a result of turning off settlement with credit card companies in June, thereby, owing the credit card companies, specifically Synchrony, for various ongoing adjustments and chargebacks.



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

hhgregg, Inc. - FORM 8-K - EX-99.1 - EXHIBIT 99.1 - October 13, 2017

Attached files

hhgregg, Inc. Reports