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Share Name | Share Symbol | Market | Type |
---|---|---|---|
HHGREGG Inc (CE) | USOTC:HGGGQ | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0012 | 0.00 | 01:00:00 |
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $.0001 per share
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New York Stock Exchange
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Large accelerated filer
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¨
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Accelerated Filer
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ý
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Part I.
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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Part II.
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Item 9B.
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Other Information
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Part III.
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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Part IV.
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Item 15.
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Exhibits
, Financial Statement Schedules
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•
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our ability to successfully execute our strategies and initiatives, particularly in returning the Company to profitable growth;
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•
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our ability to increase customer traffic and conversion;
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•
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competition in the retail industry;
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•
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our ability to maintain a positive brand perception and recognition;
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•
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our ability to attract and retain qualified personnel;
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our ability to maintain the security of customer, associate and Company information;
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•
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rules, regulations, contractual obligations, compliance requirements and fees associated with accepting a variety of payment methods;
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•
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our ability to effectively achieve cost cutting initiatives;
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•
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our ability to generate strong cash flows to support our operating activities;
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•
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our relationships and operations of our key suppliers;
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•
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our ability to generate sufficient cash flows to recover the fair value of long-lived assets;
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•
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our ability to maintain and upgrade our information technology systems;
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•
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the fluctuation of our comparable store sales;
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•
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the effect of general and regional economic and employment conditions on our net sales;
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•
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our ability to meet financial performance guidance;
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disruption in our supply chain;
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changes in trade regulation, currency fluctuations and prevailing interest rates; and
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•
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the potential for litigation.
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•
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Appliances
: We offer a broad selection of major appliances, including the latest generation refrigerators, cooking ranges, dishwashers, freezers, washers and dryers, grills, air conditioners and small home appliances sold under a variety of leading brand names. Representative brands include
Amana, Bosch, Frigidaire, GE, Haier, KitchenAid, LG, Maytag, Samsung and Whirlpool
. For fiscal
2016
, home appliances represented
53%
of net sales. Historically, our appliance business has provided us with financial stability and consistently strong cash flow
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•
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Consumer electronics
: We offer a broad selection of the latest consumer electronics products, such as 4K and OLED televisions, audio systems, cameras and Blu-ray players. Representative brands include
Curtis, Epson, Haier, Hisene, LG, RCA, Phillips, Samsung, Seiki, Sharp, and Sony
. For fiscal
2016
, consumer electronics products represented
36%
of net sales. Our consumer electronics products are typically more seasonal in nature.
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•
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Home products
: We offer furniture, mattresses and other home products. Our furniture selections focus on the great room, a large room in a modern house that combines features of a living room with those of a dining room or family room. Representative brands include
Bello, Corinthian, Delta, Jackson, Homestretch, Serta, South Motion, Standard Furniture, Steve Silver and Tempur-Pedic
. For fiscal
2016
, home products represented
6%
of net sales.
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•
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Computers and tablets
: We offer a broad selection of computers, computer accessories and tablets. Representative brands include
Apple, Asus, Canon, Curtis, Dell, Kindle, Lenovo, Hewlett Packard, Samsung and Toshiba
. For fiscal
2016
, computers and tablets represented
5%
of net sales.
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•
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employing a highly motivated, commissioned sales force and training them so they are able to educate our customers on the benefits of feature-rich, higher-margin products;
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offering a deep product assortment in our four core categories;
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providing a warm and bright store ambiance that favorably showcases our products;
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providing quick and efficient delivery for many of our products and quality in-home installation services;
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offering extended-term financing through third-party providers to qualified customers;
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soliciting customer feedback to allow us to monitor and improve individual store, employee and delivery team performance;
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offering customer support through our central call center seven days per week or via social media; and
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delivering a multi-channel that is integrated with our store network and gives our customers 24-hour access to our products and information.
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Facility
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Opening Date
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Area Served
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Size (sq. ft)
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RDC:
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Atlanta, Georgia
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January 2003
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Southeast
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273,200
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Brandywine, Maryland
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March 2010
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Mid-Atlantic
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393,440
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Aurora, Illinois
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July 2011
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Great Lakes
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247,360
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Indianapolis, Indiana
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June 1986
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Midwest
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319,458
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Davenport, Florida
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April 2008
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Florida
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282,126
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LDC:
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Charlotte, North Carolina
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April 2005
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Charlotte
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60,000
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Cincinnati, Ohio
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March 1999
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Cincinnati
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100,800
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Cleveland, Ohio
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September 2001
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Cleveland
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60,000
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Columbus, Ohio
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August 1999
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Columbus
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89,643
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Pembroke Park, Florida
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May 2011
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Miami
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66,095
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Nashville, Tennessee
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October 2006
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Nashville
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50,000
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Philadelphia, Pennsylvania
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April 2010
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Philadelphia
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86,304
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Pittsburgh, Pennsylvania
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September 2011
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Pittsburgh
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20,465
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Raleigh, North Carolina
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August 2007
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Raleigh
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108,000
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•
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Our commissioned sales force is motivated to attend to customer needs quickly and is knowledgeable about the products we carry. The majority of our key competitors pay their sales force on an hourly basis. Because our sales staff is commissioned and highly trained in product knowledge, we believe our sales force is driven to more quickly and efficiently assist our customers in making their purchase decisions. We believe that when fully informed, customers purchase higher-end, feature-rich products due to an appreciation of the performance of those products.
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By combining this knowledgeable sales force with a broad selection of key brands and products with complex, premium features, we differentiate ourselves from our competitors.
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We promote our products both in our stores and through advertising. We also highlight our service offerings, such as delivery, in-home installation and private-label and other credit financing promotions. These services are key to our customer base, which appreciates better product information, high-end products, quality delivery and installation and financing offers.
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ITEM 1A.
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Risk Factors
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•
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customer response to our marketing and merchandise strategies;
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our ability to properly deploy and utilize capital and other resources to better position our business to drive additional traffic and increase sales in our comparable store base;
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our ability to maintain and increase net sales in both new and existing product categories;
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our ability to provide customers with highly trained and consultative sales associates, best-in-class delivery and installation services and compelling financing offers;
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our ability to respond to competitive pressures in our industry and maintain our market share;
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our ability to effectively manage inventory;
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the success of our omnichannel strategy;
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our ability to benefit from capital improvements made to our store environment;
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our ability to access adequate and uninterrupted supply of merchandise from suppliers at expected levels and on acceptable terms; and
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general economic conditions.
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Changes in competition, such as pricing pressure and the opening of new stores by competitors in our markets;
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General economic conditions;
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New product introductions;
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Consumer trends;
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Changes in our marketing programs;
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Changes in our merchandise mix;
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Changes in the relative sales price points of our major product categories;
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Our ability to offer attractive credit programs to our customers;
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Weather conditions in our markets;
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Timing of promotional events;
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Reduction in new store openings;
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The percentage of our stores that are mature stores;
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The locations of our stores and the traffic drawn to those areas;
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How often we update our stores; and
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Our ability to execute our business strategies effectively.
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consumer confidence in the economy;
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unemployment trends;
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consumer debt levels;
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consumer credit availability;
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the housing and home improvement markets;
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gasoline and fuel prices;
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interest rates and inflation;
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slower rates of growth in real disposable personal income;
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natural disasters;
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national and international geopolitical concerns;
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tax rates and tax policy; and
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other matters that influence consumer confidence and spending.
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The difficulty of complying with sometimes conflicting statutes and regulations in local, state and national jurisdictions;
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The impact of proposed, new or changing statutes and regulations, including, but not limited to, corporate governance matters, environmental, financial reform, Health Insurance Portability and Accountability Act, health care reform, labor reform, Payment Card Industry compliance and/or other as yet unknown legislation that could affect how we operate and execute our strategies as well as alter our expense structure;
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The impact of changes in tax laws (or interpretations thereof by courts and taxing authorities) and accounting standards;
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The impact of litigation trends, including class action lawsuits involving consumers and stockholders, and labor and employment matters; and
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•
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Changes in trade regulations, currency fluctuations, economic or political instability, natural disasters, public health emergencies and other factors beyond our control may increase the cost of items we purchase or create shortages of these items, which in turn could have a material adverse effect on our cost of goods, or may force us to increase prices, thereby adversely impacting net sales and profitability.
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•
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authorize our board of directors to issue “blank check” preferred stock and determine the powers, preferences and privileges of those shares without prior stockholder approval;
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•
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limit the calling of special meetings of stockholders;
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impose a requirement that an affirmative vote of the holders of 66
2
/
3
% of the outstanding shares of common stock is required to amend certain provisions of the articles of incorporation and bylaws;
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•
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the prohibition on action by written consent of shareholders as required by the Indiana Business Corporation Law, or the IBCL; and
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•
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the application of the Business Combination provisions of the IBCL.
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ITEM 1B.
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Unresolved Staff Comments.
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ITEM 2.
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Properties.
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State
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Number of stores open
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Alabama
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6
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Delaware
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3
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Florida
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36
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Georgia
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16
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Illinois
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19
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Indiana
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17
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Kentucky
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6
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Louisiana
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3
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Maryland
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11
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Mississippi
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1
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Missouri
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3
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New Jersey
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3
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North Carolina
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17
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Ohio
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28
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Pennsylvania
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19
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South Carolina
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7
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Tennessee
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10
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Virginia
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15
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West Virginia
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1
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Wisconsin
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5
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226
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ITEM 3.
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Legal Proceedings.
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ITEM 4.
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Mine Safety Disclosures.
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Stock Price
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||||||
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High
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Low
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Fiscal 2016
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Fourth Quarter
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$
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3.82
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$
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1.53
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Third Quarter
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5.69
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3.66
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Second Quarter
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6.43
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3.28
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First Quarter
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6.35
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3.20
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Fiscal 2015
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Fourth Quarter
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$
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7.39
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$
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5.04
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Third Quarter
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7.99
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4.83
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Second Quarter
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10.42
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5.95
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First Quarter
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10.21
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7.87
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(a)
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(b)
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(c)
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Plan Category
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Number of
securities to
be issued upon exercise
of outstanding options,
warrants and rights
(#)
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Weighted-average
exercise price of
outstanding
options, warrants
and rights
($)
(1)
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Number of securities
remaining available for
future issuance under
equity
compensation
plans
(excluding securities
reflected in column (a))
(#)
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Equity compensation plans approved by securities holders
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3,197,551
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$
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11.86
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5,141,459
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Equity compensation plans not approved by securities holders
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N/A
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N/A
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N/A
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Total
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3,197,551
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$
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11.86
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5,141,459
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(1)
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This number reflects the exclusion of 370,383 shares in the form of restricted stock units granted pursuant to our equity plans included in column (a). These awards allow for the distribution of shares to the grant recipient upon vesting and do not have an associated exercise price. Accordingly, these awards are not reflected in the weighted-average exercise price.
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FY 2011
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FY 2012
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FY 2013
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FY 2014
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FY 2015
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FY 2016
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||||||
hhgregg, Inc.
|
100
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84.99
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82.52
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71.77
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45.78
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15.76
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S&P 500
|
100
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106.23
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118.36
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141.22
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155.97
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155.35
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S&P Retail Composite Index
|
100
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121.78
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142.07
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171.45
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207.66
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191.40
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ITEM 6.
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Selected Financial Data.
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Fiscal Year Ended March 31,
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||||||||||||||||||
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2016
(1)
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2015
(1) (10)
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2014
(1) (9)
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2013
(1)
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2012
(1) (4) (8)
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||||||||||
Statement of Operations Data:
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||||||||||
Net sales
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$
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1,959,998
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$
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2,129,374
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$
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2,338,570
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$
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2,474,759
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$
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2,493,392
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Gross profit
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553,782
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605,838
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664,539
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717,586
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720,388
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|||||
(Loss) income from operations
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(51,725
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)
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(99,448
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)
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2,677
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43,759
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|
109,800
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|||||
Net (loss) income
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$
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(54,879
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)
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$
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(132,746
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)
|
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$
|
228
|
|
|
$
|
25,369
|
|
|
$
|
81,373
|
|
|
Share and Per Share Data:
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||||||||||
Weighted average shares outstanding
|
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||||||||||
Basic
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27,701,055
|
|
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28,129,596
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30,209,928
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34,430,641
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|
|
37,749,354
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|||||
Diluted
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27,701,055
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28,129,596
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30,683,989
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34,496,788
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38,079,685
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|
|||||
Net (loss) income per share
|
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|
||||||||||
Basic
(2)
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$
|
(1.98
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)
|
|
$
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(4.72
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)
|
|
$
|
0.01
|
|
|
$
|
0.74
|
|
|
$
|
2.16
|
|
|
Diluted
(3)
|
$
|
(1.98
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)
|
|
$
|
(4.72
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)
|
|
$
|
0.01
|
|
|
$
|
0.74
|
|
|
$
|
2.14
|
|
|
Cash Flow Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
$
|
12,828
|
|
|
$
|
22,522
|
|
|
$
|
22,257
|
|
|
$
|
54,020
|
|
|
$
|
81,429
|
|
|
Operating Statistics:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit (as a percentage of net sales)
|
28.3
|
%
|
|
28.5
|
%
|
|
28.4
|
%
|
|
29.0
|
%
|
|
28.9
|
%
|
|
|||||
(Loss) income from operations (as a percentage of net sales)
|
(2.6
|
)%
|
|
(4.7
|
)%
|
|
0.1
|
%
|
|
1.8
|
%
|
|
4.4
|
%
|
|
|||||
Working capital (as a percentage of net sales)
(5)
|
5.1
|
%
|
|
5.4
|
%
|
|
6.5
|
%
|
|
7.0
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%
|
|
7.4
|
%
|
|
|||||
Number of stores, end of period
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226
|
|
|
228
|
|
|
228
|
|
|
228
|
|
|
208
|
|
|
|||||
Total store square footage (in thousands)
|
7,099
|
|
|
7,301
|
|
|
7,309
|
|
|
7,309
|
|
|
6,772
|
|
|
|||||
Comparable store sales decrease
(6)
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(7.7
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)%
|
|
(9.2
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)%
|
|
(7.3
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)%
|
|
(8.7
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)%
|
|
(1.1
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)%
|
|
|||||
Inventory turnover
(7)
|
5.5x
|
|
|
5.5x
|
|
|
5.5x
|
|
|
5.9x
|
|
|
7.2x
|
|
|
|||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
3,703
|
|
|
$
|
30,401
|
|
|
$
|
48,164
|
|
|
$
|
48,592
|
|
|
$
|
59,244
|
|
|
Total assets
|
385,352
|
|
|
467,629
|
|
|
625,963
|
|
|
676,421
|
|
|
642,784
|
|
|
|||||
Total debt, including current portion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Stockholders’ equity
|
121,354
|
|
|
173,588
|
|
|
307,134
|
|
|
346,658
|
|
|
359,520
|
|
|
(1)
|
Fiscal 2016, fiscal 2015, fiscal 2014, fiscal 2013, and fiscal 2012 net (loss) income includes
$20.9 million
, $47.9 million, $0.6 million, $0.5 million, and $0.8 million, respectively, of asset impairment charges. Impairment charges were related to specific stores where the expected future cash flows were less than the carrying amount of the property. Please refer to Note 2 of the Notes to the Consolidated Financial Statements included elsewhere herein for a discussion of the impairment charges for fiscal
2016
, fiscal
2015
and fiscal
2014
.
|
(2)
|
Basic net (loss) income per share is calculated by dividing net income by the weighted-average number of common shares outstanding.
|
(3)
|
Diluted net (loss) income per share is calculated by dividing net income by the weighted-average number of common shares outstanding adjusted by the number of additional shares that would have been outstanding had the potentially dilutive common shares from outstanding options and restricted stock units been issued.
|
(4)
|
Fiscal 2014 capital expenditures represents capital expenditures offset by the proceeds and deposits received from sale leaseback transactions.
|
(5)
|
Working capital represents current assets excluding the current portion of deferred income taxes less current liabilities as of the end of the respective fiscal year-end, expressed as a percentage of net sales.
|
(6)
|
Comprised of net sales at stores operating for at least 14 full months, including remodeled and relocated locations and our website. Stores that are closed are excluded from the calculation the month before closing.
|
(7)
|
Inventory turnover for the specified period is calculated by dividing our cost of goods sold for the fiscal year by the average of the beginning and ending inventory for that year.
|
(8)
|
Fiscal 2012 net income, income from operations, and net income per share include $40.0 million of life insurance proceeds.
|
(9)
|
Fiscal 2014 net income, income from operations, and net income per share include a pre-tax charge of $2.9 million to exit the contract-based mobile phone business.
|
(10)
|
Fiscal 2015 net loss, loss from operations, and net loss per share include a charge of $66.1 million, which was comprised of $41.4 million of tax expense for previously recognized deferred tax assets and $24.7 million of tax benefits not recognized related to losses incurred during fiscal 2015.
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Overview
|
•
|
Critical Accounting Estimates
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Impact of Inflation
|
•
|
Contractual Obligations
|
•
|
Off Balance Sheet Items
|
|
Fiscal Year Ended March 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Inventory turnover
(1)
|
5.5x
|
|
|
5.5x
|
|
|
5.5x
|
|
Working capital (as a percentage of net sales)
(2)
|
5.1
|
%
|
|
5.4
|
%
|
|
6.5
|
%
|
Net capital expenditures (as a percentage of net sales)
|
0.7
|
%
|
|
1.1
|
%
|
|
1.0
|
%
|
(Loss) income from operations (as a percentage of net sales)
|
(2.6
|
)%
|
|
(4.7
|
)%
|
|
0.1
|
%
|
(1)
|
Inventory turnover for the specified period is calculated by dividing our cost of goods sold for the fiscal year by the average of the beginning and ending inventory for the year.
|
(2)
|
Working capital represents current assets excluding the current portion of deferred income taxes less current liabilities as of the end of the respective fiscal year-end, expressed as a percentage of net sales.
|
•
|
Growth in real disposable personal income is projected to moderate to 2.9% in 2016 as compared with 3.4% growth in 2015, based on the March 2016 Blue Chip Economic Indicators®. *
|
•
|
The average unemployment rate for 2016 is forecasted to decline to 4.7%, according to the March 2016 Blue Chip Economic Indicators, which would be an improvement from the 5.3% average in 2015. The unemployment rate should continue to trend lower as the job market continues to expand at a moderate pace.
|
•
|
Recent evidence suggests that home prices will continue to increase. In 2015, home price appreciation increased 5.5% which was consistent with the 2014 increase, according to the Federal Housing Finance Agency index. Economists generally expect the rate of home price growth to moderate to 3.2% in 2016.
|
•
|
Housing turnover increased an estimated 7.4% in 2015 after a 2.6% decrease in 2014, according to The National Association of Realtors and U.S. Census Bureau. Turnover is generally expected to continue to increase in 2016, supported by a strengthening jobs market, rising incomes, and historically low mortgage rates.
|
|
|
Fiscal Year Ended March 31,
|
||||
|
|
2016
|
|
2015
|
|
2014
|
Workers’ Compensation — per occurrence
|
|
$300
|
|
$300
|
|
$300
|
Workers’ Compensation — per occurrence (OH)
|
|
$300
|
|
$300
|
|
$500
|
General Liability — per occurrence
|
|
$250
|
|
$250
|
|
$250
|
Motor Vehicles — per occurrence
|
|
$100
|
|
$100
|
|
$100
|
Medical Insurance — per participant, per year
|
|
$300
|
|
$300
|
|
$300
|
|
Years Ended
|
||||||||||
|
March 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
1,959,998
|
|
|
$
|
2,129,374
|
|
|
$
|
2,338,570
|
|
Net sales % decrease
|
(8.0
|
)%
|
|
(8.9
|
)%
|
|
(5.5
|
)%
|
|||
Comparable store sales % decrease
(1)
|
(7.7
|
)%
|
|
(9.2
|
)%
|
|
(7.3
|
)%
|
|||
Gross profit as a % of net sales
|
28.3
|
%
|
|
28.5
|
%
|
|
28.4
|
%
|
|||
SG&A as a % of net sales
|
22.8
|
%
|
|
22.9
|
%
|
|
21.1
|
%
|
|||
Net advertising expense as a % of net sales
|
5.4
|
%
|
|
6.0
|
%
|
|
5.3
|
%
|
|||
Depreciation and amortization expense as a % of net sales
|
1.6
|
%
|
|
1.9
|
%
|
|
1.8
|
%
|
|||
Asset impairment charges as a % of net sales
|
1.1
|
%
|
|
2.2
|
%
|
|
—
|
%
|
|||
(Loss) income from operations as a % of net sales
|
(2.6
|
)%
|
|
(4.7
|
)%
|
|
0.1
|
%
|
|||
Net interest expense as a % of net sales
|
0.1
|
%
|
|
0.1
|
%
|
|
0.1
|
%
|
|||
Net (loss) income
|
$
|
(54,879
|
)
|
|
$
|
(132,746
|
)
|
|
$
|
228
|
|
Net (loss) income per diluted share
|
$
|
(1.98
|
)
|
|
$
|
(4.72
|
)
|
|
$
|
0.01
|
|
Weighted average shares outstanding—diluted
|
27,701,055
|
|
|
28,129,596
|
|
|
30,683,989
|
|
|||
Number of stores open at the end of period
|
226
|
|
|
228
|
|
|
228
|
|
(1)
|
Comprised of net sales at stores in operation for at least 14 full months, including remodeled and relocated stores, as well as net sales for our website. Stores that are closed are excluded from the calculation the month before closing.
|
|
Net Sales Mix Summary
|
|
Comparable Store Sales Summary
|
||||||||||||||
|
Twelve Months Ended March 31,
|
|
Twelve Months Ended March 31,
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Appliances
|
53
|
%
|
|
51
|
%
|
|
47
|
%
|
|
(3.2
|
)%
|
|
(3.1
|
)%
|
|
3.0
|
%
|
Consumer electronics
(1)
|
36
|
%
|
|
37
|
%
|
|
38
|
%
|
|
(10.3
|
)%
|
|
(10.9
|
)%
|
|
(18.8
|
)%
|
Home products
(2)
|
6
|
%
|
|
5
|
%
|
|
5
|
%
|
|
5.4
|
%
|
|
(4.7
|
)%
|
|
35.8
|
%
|
Computers and tablets
|
5
|
%
|
|
7
|
%
|
|
10
|
%
|
|
(35.0
|
)%
|
|
(34.0
|
)%
|
|
(14.7
|
)%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
(7.7
|
)%
|
|
(9.2
|
)%
|
|
(7.3
|
)%
|
(1)
|
Primarily consists of televisions, audio, personal electronics and accessories.
|
(2)
|
Primarily consists of furniture and mattresses.
|
|
|
Comparable Store Sales
|
|
Average Selling Price
|
|
Sales Unit Volume
|
|
Appliances
|
|
(3.2
|
)%
|
|
Increase
|
|
Decrease
|
Consumer electronics
(1)
|
|
(10.3
|
)%
|
|
Increase
|
|
Decrease
|
Home products
(2)
|
|
5.4
|
%
|
|
Increase
|
|
Increase
|
Computers and tablets
|
|
(35.0
|
)%
|
|
Decrease
|
|
Decrease
|
Total
|
|
(7.7
|
)%
|
|
|
|
|
(1)
|
Primarily consists of televisions, audio, personal electronics and accessories.
|
(2)
|
Primarily consists of furniture and mattresses.
|
|
|
Comparable Store Sales
|
|
Comparable Store Sales Excluding Mobile and Fitness
(3)
|
|
Average Selling Price
|
|
Sales Unit Volume
|
||
Appliances
|
|
(3.1
|
)%
|
|
(3.1
|
)%
|
|
Decrease
|
|
Decrease
|
Consumer electronics
(1)
|
|
(10.9
|
)%
|
|
(10.9
|
)%
|
|
Increase
|
|
Decrease
|
Home products
(2)
|
|
(4.7
|
)%
|
|
0.5
|
%
|
|
Increase
|
|
Decrease
|
Computers and tablets
|
|
(34.0
|
)%
|
|
(28.6
|
)%
|
|
Decrease
|
|
Decrease
|
Total
|
|
(9.2
|
)%
|
|
(8.3
|
)%
|
|
|
|
|
(1)
|
Primarily consists of televisions, audio, personal electronics and accessories.
|
(2)
|
Primarily consists of furniture and mattresses.
|
(3)
|
We exited the mobile and fitness product lines in fiscal 2015.
|
|
March 31,
2016 |
|
March 31,
2015 |
|
March 31,
2014 |
||||||
Net cash provided by (used in) operating activities
|
$
|
(21,782
|
)
|
|
$
|
12,763
|
|
|
$
|
82,651
|
|
Net cash used in investing activities
|
(12,928
|
)
|
|
(23,123
|
)
|
|
(22,724
|
)
|
|||
Net cash provided by (used in) financing activities
|
8,012
|
|
|
(7,403
|
)
|
|
(60,355
|
)
|
|
|
Payments due by period
|
||||||||||||||||||
|
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
4-5 years
|
|
More than
5 years
|
||||||||||
Operating lease obligations
|
|
$
|
454,596
|
|
|
$
|
92,068
|
|
|
$
|
171,287
|
|
|
$
|
125,251
|
|
|
$
|
65,990
|
|
Advertising commitments
|
|
2,758
|
|
|
729
|
|
|
2,029
|
|
|
—
|
|
|
—
|
|
|||||
Revolving credit facility
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
457,354
|
|
|
$
|
92,797
|
|
|
$
|
173,316
|
|
|
$
|
125,251
|
|
|
$
|
65,990
|
|
ITEM 7A.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
ITEM 8.
|
Financial Statements and Supplementary Data.
|
|
|
|
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
||
HHGREGG, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS
|
||
|
|
|
Management’s Report on the Consolidated Financial Statements
|
||
|
|
|
Management’s Report on Internal Control Over Financial Reporting
|
||
|
|
|
Report of Independent Registered Public Accounting Firm
|
||
|
|
|
Consolidated Statements of Operations for Fiscal Years Ended March 31, 2016, 2015 and 2014
|
||
|
|
|
Consolidated Balance Sheets as of March 31, 2016 and 2015
|
||
|
|
|
Consolidated Statements of Stockholders’ Equity for Fiscal Years Ended March 31, 2016, 2015 and 2014
|
||
|
|
|
Consolidated Statements of Cash Flows for Fiscal Years Ended March 31, 2016, 2015 and 2014
|
||
|
|
|
Notes to Consolidated Financial Statements
|
(1)
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets;
|
(2)
|
Provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Board of Directors; and
|
(3)
|
Provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
/s/ ROBERT J. RIESBECK
|
|
/s/ KEVIN J. KOVACS
|
Robert J. Riesbeck
|
|
Kevin J. Kovacs
|
Interim Chief Executive Officer and Chief Financial Officer
|
|
Vice President, Controller
|
(Principal Executive and Financial Officer)
|
|
(Principal Accounting Officer)
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands, except share and per share data)
|
||||||||||
Net sales
|
$
|
1,959,998
|
|
|
$
|
2,129,374
|
|
|
$
|
2,338,570
|
|
Cost of goods sold
|
1,406,216
|
|
|
1,523,536
|
|
|
1,674,031
|
|
|||
Gross profit
|
553,782
|
|
|
605,838
|
|
|
664,539
|
|
|||
Selling, general and administrative expenses
|
447,508
|
|
|
488,391
|
|
|
493,950
|
|
|||
Net advertising expense
|
105,046
|
|
|
128,826
|
|
|
124,179
|
|
|||
Depreciation and amortization expense
|
32,043
|
|
|
40,200
|
|
|
43,120
|
|
|||
Asset impairment charges
|
20,910
|
|
|
47,869
|
|
|
613
|
|
|||
(Loss) income from operations
|
(51,725
|
)
|
|
(99,448
|
)
|
|
2,677
|
|
|||
Other expense (income):
|
|
|
|
|
|
||||||
Interest expense
|
2,742
|
|
|
2,600
|
|
|
2,465
|
|
|||
Interest income
|
(22
|
)
|
|
(63
|
)
|
|
(10
|
)
|
|||
Total other expense
|
2,720
|
|
|
2,537
|
|
|
2,455
|
|
|||
(Loss) income before income taxes
|
(54,445
|
)
|
|
(101,985
|
)
|
|
222
|
|
|||
Income tax expense (benefit)
|
434
|
|
|
30,761
|
|
|
(6
|
)
|
|||
Net (loss) income
|
$
|
(54,879
|
)
|
|
$
|
(132,746
|
)
|
|
$
|
228
|
|
Net (loss) income per share
|
|
|
|
|
|
||||||
Basic
|
$
|
(1.98
|
)
|
|
$
|
(4.72
|
)
|
|
$
|
0.01
|
|
Diluted
|
$
|
(1.98
|
)
|
|
$
|
(4.72
|
)
|
|
$
|
0.01
|
|
Weighted average shares outstanding-basic
|
27,701,055
|
|
|
28,129,596
|
|
|
30,209,928
|
|
|||
Weighted average shares outstanding-diluted
|
27,701,055
|
|
|
28,129,596
|
|
|
30,683,989
|
|
|
2016
|
|
2015
|
||||
|
(In thousands, except share data)
|
||||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
3,703
|
|
|
$
|
30,401
|
|
Accounts receivable—trade, less allowances of $5 and $19, respectively
|
11,106
|
|
|
11,901
|
|
||
Accounts receivable—other
|
14,937
|
|
|
16,715
|
|
||
Merchandise inventories, net
|
256,559
|
|
|
257,469
|
|
||
Prepaid expenses and other current assets
|
6,333
|
|
|
6,581
|
|
||
Income tax receivable
|
1,130
|
|
|
5,326
|
|
||
Total current assets
|
293,768
|
|
|
328,393
|
|
||
Net property and equipment
|
87,472
|
|
|
128,107
|
|
||
Deferred financing costs, net
|
1,257
|
|
|
1,796
|
|
||
Deferred income taxes
|
—
|
|
|
6,489
|
|
||
Other assets
|
2,855
|
|
|
2,844
|
|
||
Total long-term assets
|
91,584
|
|
|
139,236
|
|
||
Total assets
|
$
|
385,352
|
|
|
$
|
467,629
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
107,474
|
|
|
$
|
112,143
|
|
Customer deposits
|
43,235
|
|
|
48,742
|
|
||
Accrued liabilities
|
43,370
|
|
|
46,723
|
|
||
Deferred income taxes
|
—
|
|
|
6,489
|
|
||
Total current liabilities
|
194,079
|
|
|
214,097
|
|
||
Long-term liabilities:
|
|
|
|
||||
Deferred rent
|
59,101
|
|
|
67,935
|
|
||
Other long-term liabilities
|
10,818
|
|
|
12,009
|
|
||
Total long-term liabilities
|
69,919
|
|
|
79,944
|
|
||
Total liabilities
|
263,998
|
|
|
294,041
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, par value $.0001; 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2016 and 2015, respectively
|
—
|
|
|
—
|
|
||
Common stock, par value $.0001; 150,000,000 shares authorized; 41,204,660 and 41,161,753 shares issued; and 27,707,978 and 27,665,071 outstanding as of March 31, 2016 and March 31, 2015, respectively
|
4
|
|
|
4
|
|
||
Additional paid-in capital
|
304,325
|
|
|
301,680
|
|
||
Retained earnings (accumulated deficit)
|
(32,747
|
)
|
|
22,132
|
|
||
Common stock held in treasury at cost, 13,496,682 shares as of March 31, 2016 and March 31, 2015, respectively
|
(150,228
|
)
|
|
(150,228
|
)
|
||
Total stockholders’ equity
|
121,354
|
|
|
173,588
|
|
||
Total liabilities and stockholders’ equity
|
$
|
385,352
|
|
|
$
|
467,629
|
|
|
Common Shares
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Common Stock
Held in
Treasury
|
|
Total
Stockholders’
Equity
|
|||||||||||||
Balance at March 31, 2013
|
31,468,453
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
287,806
|
|
|
$
|
154,650
|
|
|
$
|
(95,802
|
)
|
|
$
|
346,658
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
228
|
|
|
—
|
|
|
228
|
|
||||||
Exercise of stock options
|
480,647
|
|
|
—
|
|
|
—
|
|
|
5,814
|
|
|
—
|
|
|
—
|
|
|
5,814
|
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
4,428
|
|
|
—
|
|
|
—
|
|
|
4,428
|
|
||||||
Excess tax deficiency from stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
(849
|
)
|
|
—
|
|
|
—
|
|
|
(849
|
)
|
||||||
Repurchase of common stock
|
(3,488,882
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,145
|
)
|
|
(49,145
|
)
|
||||||
Balance at March 31, 2014
|
28,460,218
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
297,199
|
|
|
$
|
154,878
|
|
|
$
|
(144,947
|
)
|
|
$
|
307,134
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(132,746
|
)
|
|
—
|
|
|
(132,746
|
)
|
||||||
Vesting of RSU's, net of withholdings
|
40,363
|
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
|
—
|
|
|
—
|
|
|
(142
|
)
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
4,623
|
|
|
—
|
|
|
—
|
|
|
4,623
|
|
||||||
Repurchase of common stock
|
(835,510
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,281
|
)
|
|
(5,281
|
)
|
||||||
Balance at March 31, 2015
|
27,665,071
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
301,680
|
|
|
$
|
22,132
|
|
|
$
|
(150,228
|
)
|
|
$
|
173,588
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,879
|
)
|
|
—
|
|
|
(54,879
|
)
|
||||||
Vesting of RSU's, net of tax withholdings
|
42,907
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
2,709
|
|
|
—
|
|
|
—
|
|
|
2,709
|
|
||||||
Balance at March 31, 2016
|
27,707,978
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
304,325
|
|
|
$
|
(32,747
|
)
|
|
$
|
(150,228
|
)
|
|
$
|
121,354
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(54,879
|
)
|
|
$
|
(132,746
|
)
|
|
$
|
228
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
32,043
|
|
|
40,200
|
|
|
43,120
|
|
|||
Amortization of deferred financing costs
|
539
|
|
|
538
|
|
|
604
|
|
|||
Stock-based compensation
|
2,709
|
|
|
4,623
|
|
|
4,428
|
|
|||
Excess tax deficiency from stock-based compensation
|
—
|
|
|
—
|
|
|
849
|
|
|||
Loss (gain) on sales of property and equipment
|
(19
|
)
|
|
252
|
|
|
1,646
|
|
|||
Deferred income taxes
|
—
|
|
|
41,402
|
|
|
(392
|
)
|
|||
Asset impairment charges
|
20,910
|
|
|
47,869
|
|
|
613
|
|
|||
Tenant allowances received from landlords
|
812
|
|
|
986
|
|
|
2,705
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable—trade
|
795
|
|
|
3,220
|
|
|
9,150
|
|
|||
Accounts receivable—other
|
986
|
|
|
384
|
|
|
2,407
|
|
|||
Merchandise inventories
|
910
|
|
|
41,073
|
|
|
17,020
|
|
|||
Income tax receivable
|
4,196
|
|
|
(3,946
|
)
|
|
(815
|
)
|
|||
Prepaid expenses and other assets
|
454
|
|
|
(108
|
)
|
|
(1,066
|
)
|
|||
Accounts payable
|
(12,537
|
)
|
|
(26,882
|
)
|
|
6,125
|
|
|||
Customer deposits
|
(5,507
|
)
|
|
7,224
|
|
|
3,476
|
|
|||
Income tax payable
|
—
|
|
|
(122
|
)
|
|
(2,023
|
)
|
|||
Accrued liabilities
|
(3,417
|
)
|
|
(4,317
|
)
|
|
1,476
|
|
|||
Deferred rent
|
(8,854
|
)
|
|
(7,176
|
)
|
|
(7,115
|
)
|
|||
Other long-term liabilities
|
(923
|
)
|
|
289
|
|
|
215
|
|
|||
Net cash provided by (used in) operating activities
|
(21,782
|
)
|
|
12,763
|
|
|
82,651
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(12,828
|
)
|
|
(22,522
|
)
|
|
(22,257
|
)
|
|||
Proceeds from sales of property and equipment
|
117
|
|
|
45
|
|
|
217
|
|
|||
Purchases of corporate-owned life insurance
|
(217
|
)
|
|
(646
|
)
|
|
(684
|
)
|
|||
Net cash used in investing activities
|
(12,928
|
)
|
|
(23,123
|
)
|
|
(22,724
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Purchases of treasury stock
|
—
|
|
|
(5,281
|
)
|
|
(49,145
|
)
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
—
|
|
|
5,814
|
|
|||
Excess tax deficiency from stock-based compensation
|
—
|
|
|
—
|
|
|
(849
|
)
|
|||
Net decrease in bank overdrafts
|
—
|
|
|
—
|
|
|
(11,506
|
)
|
|||
Net (repayments) borrowings on inventory financing facility
|
8,012
|
|
|
(2,122
|
)
|
|
(3,723
|
)
|
|||
Payment of financing costs
|
—
|
|
|
—
|
|
|
(946
|
)
|
|||
Net cash provided by (used in) financing activities
|
8,012
|
|
|
(7,403
|
)
|
|
(60,355
|
)
|
|||
Net decrease in cash
|
(26,698
|
)
|
|
(17,763
|
)
|
|
(428
|
)
|
|||
Cash
|
|
|
|
|
|
||||||
Beginning of period
|
30,401
|
|
|
48,164
|
|
|
48,592
|
|
|||
End of period
|
$
|
3,703
|
|
|
$
|
30,401
|
|
|
$
|
48,164
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
2,205
|
|
|
$
|
2,085
|
|
|
$
|
1,881
|
|
Income taxes (received) paid
|
$
|
(3,523
|
)
|
|
$
|
(6,411
|
)
|
|
$
|
3,418
|
|
Capital expenditures included in accounts payable
|
$
|
1,265
|
|
|
$
|
1,409
|
|
|
$
|
1,068
|
|
(1)
|
Summary of Significant Accounting Policies
|
(a)
|
Formation
|
(b)
|
Principles of Consolidation
|
(c)
|
Estimates
|
(d)
|
Fiscal Year
|
(e)
|
Cash
|
(f)
|
Accounts Receivable
|
(g)
|
Merchandise Inventories
|
(h)
|
Property and Equipment
|
|
2016
|
|
2015
|
||||
Machinery and equipment
|
$
|
23,700
|
|
|
$
|
25,956
|
|
Store fixtures and furniture
|
150,390
|
|
|
162,737
|
|
||
Vehicles
|
1,757
|
|
|
1,962
|
|
||
Signs
|
11,959
|
|
|
15,070
|
|
||
Leasehold improvements
|
103,908
|
|
|
130,887
|
|
||
Construction in progress
|
1,792
|
|
|
3,862
|
|
||
|
293,506
|
|
|
340,474
|
|
||
Less accumulated depreciation and amortization
|
(206,034
|
)
|
|
(212,367
|
)
|
||
Net property and equipment
|
$
|
87,472
|
|
|
$
|
128,107
|
|
Asset
|
Life
(in years)
|
Machinery and equipment
|
5-7
|
Store fixtures and furniture
|
3-7
|
Vehicles
|
5
|
Signs
|
7
|
Leasehold improvements
|
5-15
|
(i)
|
Impairment of Long-Lived Assets
|
(j)
|
Deferred Financing Costs
|
(k)
|
Self-Insured Liabilities
|
|
Fiscal Year Ended
March 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Workers’ Compensation — per occurrence
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
300
|
|
Workers’ Compensation — per occurrence (OH)
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
500
|
|
General Liability — per occurrence
|
$
|
250
|
|
|
$
|
250
|
|
|
$
|
250
|
|
Motor Vehicles — per occurrence
|
$
|
100
|
|
|
$
|
100
|
|
|
$
|
100
|
|
Medical Insurance — per participant, per year
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
300
|
|
(l)
|
Accrued Straight-Line Rent
|
(m)
|
Revenue Recognition
|
|
2016
|
|
2015
|
|
2014
|
||||||
Deferred revenue on extended service agreements:
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
2,338
|
|
|
$
|
1,423
|
|
|
$
|
1,048
|
|
Revenue deferred on new agreements
|
1,561
|
|
|
2,190
|
|
|
1,360
|
|
|||
Revenue recognized
|
(1,913
|
)
|
|
(1,275
|
)
|
|
(985
|
)
|
|||
Balance at end of year
|
$
|
1,986
|
|
|
$
|
2,338
|
|
|
$
|
1,423
|
|
(n)
|
Cost of Goods Sold
|
(o)
|
Selling, General and Administrative Expenses
|
(p)
|
Vendor Allowances
|
(q)
|
Advertising Costs
|
(r)
|
Store Opening Costs
|
(s)
|
Income Taxes
|
(t)
|
Stock-Based Compensation
|
(u)
|
Litigation
|
(v)
|
Recently Issued Accounting Pronouncements
|
(2)
|
Fair Value Measurements
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net book value (pre-asset impairment)
|
$
|
21.7
|
|
|
$
|
48.7
|
|
|
$
|
1.0
|
|
Asset impairment charges (included in income from operations)
|
20.9
|
|
|
47.9
|
|
|
0.6
|
|
|||
Remaining net book value
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
$
|
0.4
|
|
(3)
|
Net (Loss) Income per Share
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net (loss) income (A)
|
$
|
(54,879
|
)
|
|
$
|
(132,746
|
)
|
|
$
|
228
|
|
Weighted average outstanding shares of common stock (B)
|
27,701,055
|
|
|
28,129,596
|
|
|
30,209,928
|
|
|||
Dilutive effect of employee stock options and restricted stock units
|
—
|
|
|
—
|
|
|
474,061
|
|
|||
Common stock and potential dilutive common shares (C)
|
27,701,055
|
|
|
28,129,596
|
|
|
30,683,989
|
|
|||
Net (loss) income per share:
|
|
|
|
|
|
||||||
Basic (A/B)
|
$
|
(1.98
|
)
|
|
$
|
(4.72
|
)
|
|
$
|
0.01
|
|
Diluted (A/C)
|
$
|
(1.98
|
)
|
|
$
|
(4.72
|
)
|
|
$
|
0.01
|
|
(4)
|
Inventories
|
|
2016
|
|
2015
|
||||
Appliances
|
$
|
126,025
|
|
|
$
|
119,396
|
|
Consumer electronics
|
91,080
|
|
|
94,441
|
|
||
Computers and tablets
|
18,338
|
|
|
24,697
|
|
||
Home products
|
21,116
|
|
|
18,935
|
|
||
Net merchandise inventory
|
$
|
256,559
|
|
|
$
|
257,469
|
|
(5)
|
Debt
|
|
2016
|
|
2015
|
||||
Line of credit
|
$
|
—
|
|
|
$
|
—
|
|
(6)
|
Income Taxes
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
478
|
|
|
$
|
(9,949
|
)
|
|
$
|
1,528
|
|
State
|
(44
|
)
|
|
(692
|
)
|
|
(246
|
)
|
|||
Total current
|
434
|
|
|
(10,641
|
)
|
|
1,282
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
—
|
|
|
33,815
|
|
|
(1,618
|
)
|
|||
State
|
—
|
|
|
7,587
|
|
|
330
|
|
|||
Total deferred
|
—
|
|
|
41,402
|
|
|
(1,288
|
)
|
|||
Total expense (benefit)
|
$
|
434
|
|
|
$
|
30,761
|
|
|
$
|
(6
|
)
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Goodwill for tax purposes
|
$
|
25,009
|
|
|
$
|
31,534
|
|
Accrued expenses
|
12,286
|
|
|
12,341
|
|
||
Long-term deferred compensation
|
2,153
|
|
|
2,281
|
|
||
Property and equipment
|
7,275
|
|
|
—
|
|
||
Stock-compensation expense
|
6,776
|
|
|
7,239
|
|
||
Other
|
1,876
|
|
|
2,303
|
|
||
Credit carryforwards
|
5,716
|
|
|
6,509
|
|
||
Net operating loss carryforward
|
30,294
|
|
|
13,979
|
|
||
Valuation allowance
|
(82,873
|
)
|
|
(66,122
|
)
|
||
Total deferred tax assets
|
8,512
|
|
|
10,064
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
—
|
|
|
(2,986
|
)
|
||
Inventories
|
(7,414
|
)
|
|
(5,903
|
)
|
||
Other
|
(1,098
|
)
|
|
(1,175
|
)
|
||
Total deferred tax liabilities
|
(8,512
|
)
|
|
(10,064
|
)
|
||
Net deferred tax assets
|
$
|
—
|
|
|
$
|
—
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Computed “expected” tax (benefit) expense
|
$
|
(19,056
|
)
|
|
$
|
(35,695
|
)
|
|
$
|
78
|
|
State income tax (benefit) expense, net of federal income tax impact
|
(2,293
|
)
|
|
(4,295
|
)
|
|
49
|
|
|||
Valuation allowance
|
16,751
|
|
|
66,122
|
|
|
—
|
|
|||
Stock compensation
|
1,542
|
|
|
2,254
|
|
|
26
|
|
|||
Other
|
3,490
|
|
|
2,375
|
|
|
(159
|
)
|
|||
|
$
|
434
|
|
|
$
|
30,761
|
|
|
$
|
(6
|
)
|
(7)
|
Stock-based Compensation
|
|
2016
|
|
2015
|
|
2014
|
|||
Risk-free interest rate
|
1.23% - 1.55
|
|
|
1.22% - 1.6
|
|
|
0.06% - 1.53
|
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
Expected volatility
|
58.7% - 58.9%
|
|
|
57.0
|
%
|
|
63.0
|
%
|
Expected life of the options (years)
|
4.5
|
|
|
4.5
|
|
|
4.5
|
|
|
Number of Options
Outstanding
|
|
Weighted
Average
Exercise
Price
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Outstanding at March 31, 2015
|
3,497,922
|
|
|
$
|
12.41
|
|
|
|
|
|
||
Granted
|
312,625
|
|
|
3.79
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Canceled
|
(462,807
|
)
|
|
9.30
|
|
|
|
|
|
|||
Expired
|
(520,572
|
)
|
|
12.96
|
|
|
|
|
|
|||
Outstanding at March 31, 2016
|
2,827,168
|
|
|
$
|
11.86
|
|
|
3.09
|
|
$
|
—
|
|
Vested or expected to vest at March 31, 2016
|
2,770,438
|
|
|
$
|
11.97
|
|
|
3.04
|
|
$
|
—
|
|
Exercisable at March 31, 2016
|
1,991,869
|
|
|
$
|
13.16
|
|
|
2.20
|
|
$
|
—
|
|
Nonvested RSU’s
|
Shares
|
|
Weighted
Average
Grant-Date
Fair Value
|
|
Weighted Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Nonvested at March 31, 2015
|
126,953
|
|
|
$
|
11.07
|
|
|
|
|
|
||
Granted
|
415,121
|
|
|
3.79
|
|
|
|
|
|
|||
Vested
|
(58,900
|
)
|
|
10.86
|
|
|
|
|
|
|||
Forfeited
|
(112,791
|
)
|
|
4.87
|
|
|
|
|
|
|||
Nonvested at March 31, 2016
|
370,383
|
|
|
$
|
4.83
|
|
|
1.92
|
|
$
|
—
|
|
(8)
|
Leases
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Minimum rentals
|
|
$
|
90,548
|
|
|
$
|
90,868
|
|
|
$
|
91,174
|
|
Contingent rentals
|
|
—
|
|
|
13
|
|
|
52
|
|
|||
Total rent expense
|
|
$
|
90,548
|
|
|
$
|
90,881
|
|
|
$
|
91,226
|
|
|
Rental Payments
|
||
Payable in fiscal year:
|
|
||
2017
|
$
|
92,068
|
|
2018
|
88,211
|
|
|
2019
|
83,076
|
|
|
2020
|
73,784
|
|
|
2021
|
51,467
|
|
|
Thereafter
|
65,990
|
|
|
Total required payments
|
$
|
454,596
|
|
(9)
|
Employee Benefit Plans
|
(10)
|
Contingencies
|
(11)
|
Interim Financial Results (Unaudited)
|
|
|
For the Year Ended March 31, 2016
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Net sales
|
|
$
|
441,063
|
|
|
$
|
486,876
|
|
|
$
|
593,219
|
|
|
$
|
438,840
|
|
Cost of goods sold
|
|
306,706
|
|
|
348,231
|
|
|
438,189
|
|
|
313,090
|
|
||||
Gross profit
|
|
134,357
|
|
|
138,645
|
|
|
155,030
|
|
|
125,750
|
|
||||
Selling, general and administrative expenses
|
|
111,104
|
|
|
113,479
|
|
|
116,533
|
|
|
106,392
|
|
||||
Net advertising expense
|
|
23,054
|
|
|
26,254
|
|
|
34,168
|
|
|
21,570
|
|
||||
Depreciation and amortization expense
|
|
8,369
|
|
|
8,391
|
|
|
8,355
|
|
|
6,928
|
|
||||
Asset impairment charge
|
|
—
|
|
|
—
|
|
|
20,910
|
|
|
—
|
|
||||
Loss from operations
|
|
(8,170
|
)
|
|
(9,479
|
)
|
|
(24,936
|
)
|
|
(9,140
|
)
|
||||
Other expense (income):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
590
|
|
|
649
|
|
|
727
|
|
|
776
|
|
||||
Interest income
|
|
(5
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
(13
|
)
|
||||
Total other expense
|
|
585
|
|
|
647
|
|
|
725
|
|
|
763
|
|
||||
Loss before income taxes
|
|
(8,755
|
)
|
|
(10,126
|
)
|
|
(25,661
|
)
|
|
(9,903
|
)
|
||||
Income tax (benefit) expense
|
|
—
|
|
|
—
|
|
|
1,252
|
|
|
(818
|
)
|
||||
Net loss
|
|
$
|
(8,755
|
)
|
|
$
|
(10,126
|
)
|
|
$
|
(26,913
|
)
|
|
$
|
(9,085
|
)
|
Net loss per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.32
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(0.97
|
)
|
|
$
|
(0.33
|
)
|
Diluted
|
|
$
|
(0.32
|
)
|
|
$
|
0.37
|
|
|
$
|
(0.97
|
)
|
|
$
|
(0.33
|
)
|
|
|
For the Year Ended March 31, 2015
|
||||||||||||||
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
Net sales
|
|
$
|
472,293
|
|
|
$
|
505,862
|
|
|
$
|
665,616
|
|
|
$
|
485,603
|
|
Cost of goods sold
|
|
331,954
|
|
|
358,817
|
|
|
486,114
|
|
|
346,651
|
|
||||
Gross profit
|
|
140,339
|
|
|
147,045
|
|
|
179,502
|
|
|
138,952
|
|
||||
Selling, general and administrative expenses
|
|
116,589
|
|
|
119,112
|
|
|
132,563
|
|
|
120,127
|
|
||||
Net advertising expense
|
|
27,224
|
|
|
33,049
|
|
|
38,915
|
|
|
29,638
|
|
||||
Depreciation and amortization expense
|
|
10,475
|
|
|
10,823
|
|
|
10,062
|
|
|
8,840
|
|
||||
Asset impairment charge
|
|
—
|
|
|
—
|
|
|
42,987
|
|
|
4,882
|
|
||||
Loss from operations
|
|
(13,949
|
)
|
|
(15,939
|
)
|
|
(45,025
|
)
|
|
(24,535
|
)
|
||||
Other expense (income):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
629
|
|
|
678
|
|
|
615
|
|
|
678
|
|
||||
Interest income
|
|
(5
|
)
|
|
(2
|
)
|
|
(47
|
)
|
|
(9
|
)
|
||||
Total other expense
|
|
624
|
|
|
676
|
|
|
568
|
|
|
669
|
|
||||
Loss before income taxes
|
|
(14,573
|
)
|
|
(16,615
|
)
|
|
(45,593
|
)
|
|
(25,204
|
)
|
||||
Income tax (benefit) expense
|
|
(4,304
|
)
|
|
(6,231
|
)
|
|
41,272
|
|
|
24
|
|
||||
Net loss
|
|
$
|
(10,269
|
)
|
|
$
|
(10,384
|
)
|
|
$
|
(86,865
|
)
|
|
$
|
(25,228
|
)
|
Net loss per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.36
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(3.10
|
)
|
|
$
|
(0.91
|
)
|
Diluted
|
|
$
|
(0.36
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
(3.10
|
)
|
|
$
|
(0.91
|
)
|
(12)
|
Stock Repurchase Program
|
|
Years Ended
|
||||||
|
March 31, 2016
|
|
March 31, 2015
|
||||
May 2014 Program
|
|
|
|
||||
Number of shares repurchased
|
—
|
|
|
835,510
|
|
||
Cost of shares repurchased
|
$
|
—
|
|
|
$
|
5,281
|
|
ITEM 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
|
ITEM 9A.
|
Controls and Procedures
|
ITEM 9B.
|
Other Information
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance.
|
ITEM 11.
|
Executive Compensation.
|
ITEM 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence.
|
ITEM 14.
|
Principal Accounting Fees and Services.
|
|
|
Financial Statements
|
|
|
|
(a)(1)
|
|
The Consolidated Financial Statements of hhgregg and subsidiaries are incorporated under Item 8 of this Form 10-K.
|
|
|
|
(a)(2)
|
|
Financial Statements and Schedules
|
|
|
|
|
|
Schedules have been omitted because they are not applicable, are not required or the information required to be set forth therein is included in the Consolidated Financial Statements and Notes thereto.
|
|
|
|
(a)(3)
|
|
Exhibits
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
|
|
|
3.1
(1)
|
|
Amended and Restated of Incorporation of the Company.
|
|
|
|
3.2
(1)
|
|
Amended and Restated Bylaws of the Company.
|
|
|
|
4.1
(1)
|
|
Specimen Stock Certificate for shares of common stock of the Company.
|
|
|
|
4.2
(2)
|
|
Registration Rights Agreement, dated April 12, 2007, by and among FS Equity Partners V, L.P., FS Affiliates V, L.P., California State Teachers’ System, A.S.F. Co. Investment Partners II, L.P., the Jerry W. Throgmartin 2007 Grantor Retained Annuity Trust, Jerry W. Throgmartin, Gregg William Throgmartin, Dennis L. May and the Company.
|
|
|
|
10.1
(2)
+
|
|
Gregg Appliances, Inc. Nonqualified Deferred Compensation Plan, dated April 1, 2000.
|
|
|
|
10.2
(2)
+
|
|
Amendment No. 1 to Gregg Appliances, Inc. Nonqualified Deferred Compensation Plan, dated December 26, 2004.
|
|
|
|
10.3
(2)
|
|
Non-Standardized Adoption Agreement of Gregg Appliances, Inc. dated January 29, 2005.
|
|
|
|
10.4
(2)
+
|
|
Gregg Appliances Inc. 2005 Stock Option Plan, dated March 8, 2005.
|
|
|
|
10.5
(2)
+
|
|
Amendment No. 1 to Gregg Appliances, Inc. 2005 Stock Option Plan, dated April 12, 2007.
|
|
|
|
10.6
(2)
+
|
|
hhgregg, Inc. Equity Incentive Plan.
|
|
|
|
10.7
(1)
|
|
Form of Indemnity Agreement.
|
|
|
|
10.8
(3)
+
|
|
Form of hhgregg, Inc. 2007 Equity Incentive Plan Option Award.
|
|
|
|
10.9
(3)
+
|
|
Employment Agreement, dated June 1, 2008, between Gregg Appliances Inc. and Charles B. Young.
|
|
|
|
10.10
(4)
|
|
Stock Subscription Agreement, dated July 15, 2009, among Gregg Appliances, Inc. and the Subscriber as defined therein.
|
|
|
|
10.11
(5)
|
|
Amended and Restated Loan and Security Agreement, dated March 29, 2011, among Gregg Appliances, Inc., HHG Distributing, LLC, Wells Fargo Bank, National Association, as administrative agent and collateral agent, Wells Fargo Capital Finance, LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint bookrunners, J.P. Morgan Chase Bank, N.A., as syndication agent, KeyBank National Association, Regions Bank and Suntrust Bank, as co-documentation agents and the lenders party thereto.*
|
|
|
|
10.12
(6)
|
|
Amendment No. 1 to Trademark Collateral Assignment and Security Agreement, dated March 29, 2011, between Gregg Appliances and Wells Fargo Bank, National Association.
|
|
|
|
Exhibit
Number
|
|
Description of Document
|
10.13
(7)
|
|
Amendment No. 1 to the Amended and Restated Loan and Security Agreement, dated July 29, 2013, among Gregg Appliances, Inc., HHG Distributing, LLC, Wells Fargo Bank, National Association, as administrative agent and collateral agent, Wells Fargo Capital Finance, LLC and J.P. Morgan Securities LLC, as joint lead arrangers and joint bookrunners, J.P. Morgan Chase Bank, N.A., as syndication agent, KeyBank National Association, Regions Bank and Suntrust Bank co-documentation agents and the lenders party thereto.
|
|
|
|
10.14
(8)
+
|
|
Employment Agreement, dated January 5, 2015, between Gregg Appliances, Inc. and Robert Riesbeck.
|
|
|
|
10.15
(9)
+
|
|
Employment Agreement, dated September 15, 2014, between Gregg Appliances, Inc. and Keith M. Zimmerman.
|
|
|
|
10.15
(10)
+
|
|
Employment Agreement, dated December 16, 2015, between Gregg Appliances, Inc. and Robert J. Riesbeck.
|
|
|
|
10.15
(10)
+
|
|
Employment Agreement, dated December 16, 2015, between Gregg Appliances, Inc. and Charles Young.
|
|
|
|
10.15
(10)
+
|
|
Employment Agreement, dated December 16, 2015, between Gregg Appliances, Inc. and Keith M. Zimmerman.
|
|
|
|
14.1
(2)
|
|
Finance Code of Ethics.
|
|
|
|
21.1
(2)
|
|
List of our Subsidiaries.
|
|
|
|
23.1
|
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm.
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1 ++
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2 ++
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
**101
|
|
The following materials from hhgregg, Inc.’s Annual Report on Form 10-K for the fiscal year ended March 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (1) Consolidated Statements of Operations for fiscal years ended March 31, 2016, 2015 and 2014, (2)Consolidated Balance Sheets as of March 31, 2016 and 2015, (3) Consolidated Statements of Stockholders’ Equity for fiscal years ended March 31, 2016, 2015 and 2014, (4) Consolidated Statements of Cash Flows for fiscal years ended March 31, 2016, 2015 and 2014 and (5) Notes to Consolidated Financial Statements.
|
(1)
|
Incorporated by reference from the Company's Current Report on Form 8-K filed with SEC on September 3, 2015
|
(2)
|
Incorporated by reference from the Company’s Registration Statement on Form S-1 (Reg. No. 333-142181) filed with the SEC on April 18, 2007.
|
(3)
|
Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on June 3, 2008.
|
(4)
|
Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2009.
|
(5)
|
Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2011.
|
(6)
|
Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on May 26, 2011.
|
(7)
|
Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2013.
|
(8)
|
Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on September 11, 2014.
|
(9)
|
Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on December 24, 2014.
|
(10)
|
Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2015.
|
*
|
Confidential treatment requested for certain confidential portions of this exhibit. These confidential portions have been omitted from this exhibit and filed separately with the Securities and Exchange Commission.
|
|
|
**
|
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement of prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Exchange Act, as amended, and otherwise are not subject to liability under those sections.
|
|
|
+
|
Indicates management contract or compensation plan or arrangement.
|
|
|
++
|
This exhibit shall not be deemed “filed” for purposes of Section 18 as the Exchange Act, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, or the Exchange Act, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|
HHGREGG, INC.
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By:
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/s/ ROBERT J. RIESBECK
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Robert J. Riesbeck
Interim President and Chief Executive Officer and Chief Financial Officer
(Principal Executive and Financial Officer)
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|
|
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Signature
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Title
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Date
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/s/ ROBERT J. RIESBECK
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Interim President and Chief Executive Officer and Chief Financial Officer
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|
May 19, 2016
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Robert J. Riesbeck
|
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(Principal Executive and Financial Officer)
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|
|
|
/s/ KEVIN J. KOVACS
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Vice President, Controller
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|
May 19, 2016
|
Kevin J. Kovacs
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(Principal Accounting Officer)
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|
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|
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/s/ GREGORY M. BETTINELLI
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Director
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May 19, 2016
|
Gregory M. Bettinelli
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|
|
/s/ WILLIAM P. CARMICHAEL
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Director
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May 19, 2016
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William P. Carmichael
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|
/s/ LAWRENCE P. CASTELLANI
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Director
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May 19, 2016
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Lawrence P. Castellani
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|
/s/ BENJAMIN D. GEIGER
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Director
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|
May 19, 2016
|
Benjamin D. Geiger
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/s/ CATHERINE A. LANGHAM
|
|
Chairperson of the Board and Director
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|
May 19, 2016
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Catherine A. Langham
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/s/ JOHN M. ROTH
|
|
Director
|
|
May 19, 2016
|
John M. Roth
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|
|
|
|
|
|
|
|
|
/s/ PETER M. STARRETT
|
|
Director
|
|
May 19, 2016
|
Peter M. Starrett
|
|
|
|
|
|
|
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|
|
/s/ KATHLEEN C. TIERNEY
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|
Director
|
|
May 19, 2016
|
Kathleen C. Tierney
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|
/s/ DARELL E. ZINK
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|
Director
|
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May 19, 2016
|
Darell E. Zink
|
|
|
|
|
1 Year HHGREGG (CE) Chart |
1 Month HHGREGG (CE) Chart |
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