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

Attached files

file	filename
8-K - 8-K - hhgregg, Inc.	a8-kshelljulymor2017.htm
EX-99.3 - EXHIBIT 99.3 - hhgregg, Inc.	a993morjuly2017-hhgdistrib.htm
EX-99.2 - EXHIBIT 99.2 - hhgregg, Inc.	a992morjuly2017-hhgregginc.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			8/25/2017
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
	July 1, 2017 to
(In Thousands)	July 31, 2017

Net Sales	$	(1	)
Cost of Goods Sold	9
Gross Profit	(11		)

Operating Expenses:
Advertising Expense, Net	—
Occupancy Costs	(553		)
Data Communications	111
Repair and Maintenance	(65		)
Company Insurance (Non-Medical)	(6		)
Employee Benefits	69
Wage Expense	456
Employee Services	—
Travel and Entertainment	1
Bank Transaction Fees	28
Professional Fees	3,369
Stock Compensation Expense (Benefit), Net	—
Gain/Loss on Early Extinguishment of Debt	—
Depreciation and Amortization	—
Administrative and Sales Expense	24
Product Services Expense	(6		)
Bad Debts	—

Total Operating Expenses	3,427

Operating Income	(3,438		)

Interest Expense, net	641
Other Income/(Expense)	171

Income Before Taxes	$	(3,909	)

Income Tax Expense/(Benefit)	0

Net Income	$	(3,909	)



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


	As of
(In Thousands)	7/31/2017

Assets
Cash	$	501
Credit Card and Trade Accounts Receivable, Net	5,611
Accounts Receivable - Other	28,448
Merchandise Inventories	2,379
Prepaid Expenses and Other Assets	14,663
Income Taxes Receivable	70
Total Current Assets	51,672

Property and Equipment, Net	—
Capitalized Financing Fees, Net	2,589
Goodwill	—
Trademarks, Net	—
Other Assets, Net	2,471

Total Assets	56,732

Liabilities and Stockholders' Deficit
Accounts Payable	14,459
Outstanding Customer Deposits, Credits, Refunds	1,274
Unredeemed Gift Card Liability	15
Other Accrued Expenses	3,070
Deferred Tax Liability	—
DIP Loans	19,402


Total Current Liabilities	38,221

Deferred Rent	—
LT Deferred Compensation	234
Other Long-term Liabilities	1,026
Liabilities Subject to Compromise	$	191,888

Total Liabilities	231,368

Preferred Stock	—
Common Stock	4
Retained Earnings / (Accumulated Deficit)	(329,187		)
Treasury Stock	(150,228		)
Additional Paid-in Capital	304,775
Total Stockholders' Deficit	(174,636		)


Total Liabilities and Stockholders' Deficit	$	56,732



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

	For the Period of
	July 1, 2017 to
(In Thousands)	July 31, 2017
Cash flows from operating activities:
Net cash provided by (used in) operating activities	$	(389	)

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	285
	285

Increase/(decrease) in cash and cash equivalents	(104		)

Cash and cash equivalents at beginning of period	605

Cash and cash equivalents at end of period	$	501



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

(In Thousands)
For the Period of July 1, 2017 to July 31, 2017
Legal Entity	Case Number	Disbursements
Gregg Appliances, Inc.	17-01303-11	$	1,009



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	—		—		7/31/2017	No
1001	Corporate Account	multiple accounts	Gregg Appliances, Inc.	Corporate AR deposit account, All retail locations depository account	—		101		7/31/2017	No
1003	Flex Benefits	938168515	Gregg Appliances, Inc.	Flex Benefits Payments	—		—		7/31/2017	Yes
1010	RCC Returned Checks	938168127	Gregg Appliances, Inc.	Returned check concentration	—		—		7/31/2017	Yes
1013	Ohio Workers Compensation	938168341	Gregg Appliances, Inc.	Ohio Workers Comp Claims	—		—		7/31/2017	Yes
1016	Cash Concentration	938169455	Gregg Appliances, Inc.	Cash Dominion	14		14		7/31/2017	No
1042	PayPal	938183472	Gregg Appliances, Inc.	HR Insurance Collections - Leave Associates	—		—		7/31/2017	Yes
1050	Payroll	938169802	Gregg Appliances, Inc.	Off Cycle Payroll	—		(13.00	)	7/31/2017	Yes
1051	Disbursements	938169729	Gregg Appliances, Inc.	Checking	—		(145.00	)	7/31/2017	No
1055	Restricted - utilities Escrow	938157500	Gregg Appliances, Inc.	Utility Escrow	530		530		7/31/2017	Yes
1060	WF Commercial Card	4608112090	Gregg Appliances, Inc.	Corporate Card / Virtual Card Account	(6	)	9		7/31/2017	No



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

(In Thousands)
For the Period of July 1, 2017 to July 31, 2017
Retained Professionals		Approved Amounts (1)		Disbursements
MORGAN, LEWIS & BOCKIUS LLP	Legal Services	1,019		—
STIFEL, NICOLAUS & COMPANY INC	Bankruptcy Services	—		—
BERKELEY RESEARCH GROUP LLC	Bankruptcy Services	—		—
DONLIN, RECANO & COMPANY INC	Bankruptcy Services	—		—
ICE MILLER LLP	Legal Services	763		—
MALFITANO PARTNERS	Bankruptcy Services	66		—
COOLEY LLP	Bankruptcy Services	1,045		—
BINGHAM GREENEBAUM DOLL LLP	Bankruptcy Services	67
PROVINCE, INC.	Bankruptcy Services	390		—

Total		$	3,349	$	—



(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 July 2017.



Gregg Appliances, Inc.
DEBTORS AND DEBTORS IN POSSESSION
Summary of Unpaid Post-Petition Debts (unaudited)
As of 7/31/2017



(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	$	115	$	731	$	267	$	558	$	640	$	2,311
Wages Payable	213		—		—		—		—		213
Taxes Payable (1)	707		2		43		4		200		957
Rent/Leases-Building	23		215		—		2		7,204		7,444
Utilities Payable (2)	499		122		513		113		6		1,253
Insurance Reserves	1,929		—		—		—		—		1,929
Secured Debt/Adequate Protection Payments	—		—		—		—		—		—
Professional Fees	526		786		1,540		261		—		3,112
Amounts Due to Insiders	—		—		—		—		—		—
Outstanding Customer Deposits, Credits, Refunds (1)	1,274		—		—		—		—		1,274
Unredeemed Gift Card Liability (1)	15		—		—		—		—		15
Deferred Rent	—		—		—		—		—		—
LT Deferred Compensation	234		—		—		—		—		234
Other (1)	1,301		—		1		31		4		1,337
Total Post-Petition Debts	$	6,836	$	1,856	$	2,364	$	969	$	8,054	$	20,079


(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 July 1, 2017 to July 31, 2017
	Beginning Tax Liability		Amount Withheld or Accrued		Amount Paid		Date Paid	Check No. or EFT	Ending Tax Liability
Federal
Withholding	—		62.00		(62	)	7/14; 7/28	EFT	—
FICA - Employee	—		21		(21	)	7/14; 7/28	EFT	—
FICA - Employer	5.00		31		(21	)	7/14; 7/28	EFT	16.00
Unemployment	—		—		—		7/14; 7/28	EFT	—
Income	—								—
Total Federal Taxes	5		115		(105	)			16

State and Local
Withholding	—		14		(14	)	7/14; 7/28	EFT	—
Sales and Use	(1	)	(5	)	(21	)	7/19/2017	Wire	(27	)
Excise	—		—		—				—
Unemployment	—		—		—		7/14; 7/28	EFT	—
Real Property	3,502		—		—				3,502
Personal Property	1,648		—		(2	)	7/24/2017	Applied against business license refund check	1,646
Other	103		(51	)	—				52
Total State and Local	5,252		(42	)	(37	)			5,173



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

(In Thousands)
As of July 31, 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	$	(256	)	$	5,952		$	5,696.00
+ Amounts billed during the period	—			—			$	—
- Amounts collected during the period	—			(41		)	$	(41	)
- Other Adjustments (Writeoffs/Credit Memos/Adjustments/Chargebacks/Signifyd Funding)	(45		)	—			$	(44	)
Total Accounts Receivable at the end of the reporting period	$	(301	)	$	5,911		$	5,611

As of July 31, 2017
Accounts Receivable Aging

< 90	450			704			$	1,154
91+	(751		)	5,208.00			$	4,457
Total Accounts Receivable	(301		)	5,912			$	5,611
Amount Considered Uncollectible	—			—			$	—
Accounts Receivable, Net	$	(301	)	$	5,912		$	5,611

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 60 days old as of 7/31/17.
(2) No reserves have been recorded against credit card receivables.
(3) $34.3M of Accounts Receivable - Other exists at 7/31/2017 for which aging information is not readily available.
(4) The Credit Card Receivables are in a payable position at 7/31/2017 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 - August 30, 2017

Attached files

hhgregg, Inc. Reports