Form 8-K - Current report
October 18 2023 - 9:56AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 16, 2023
(Exact name of registrant as specified in its charter)
Commission File Number: 001-33600
Indiana
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47-4850538
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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160 West Carmel Drive, Suite 263
Carmel, Indiana 46032
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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HGGGQ
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OTCMKTS
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ◻
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ◻
Item 8.01 Other
Events.
On October 16, 2023, hhgregg, Inc. (the "Company") filed the Monthly Operating Reports for the period from September 1, 2023 to September 30, 2023
with the United States Bankruptcy Court for the Southern District of Indiana (the “Bankruptcy Court”). A copy of the Monthly Operating Reports are attached as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 to this report and are incorporated by
reference into this item 8.01.
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of
providing the basis for an investment decision relating to any of the Company’s securities. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly
reporting requirements of the Office of the United States Trustee. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable requirements of the Office of the United States Trustee
and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report contains any information beyond that required
by the Office of the United States Trustee. The Monthly Operating Report also contains information for periods that are shorter or otherwise different from those required in the Company’s reports pursuant to the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the
Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.
This report and Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 to this report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995
with respect to the Company’s financial condition, results of operations, and business that is not historical information. As a general matter, forward-looking statements are those focused upon future or anticipated events or trends and expectations
and beliefs relating to matters that are not historical in nature. The words “believe”, “expect”, “plan”, “intend”, “estimate”, or “anticipate” and similar expressions, as well as future or conditional verbs such as “will”, “should”, “would”, and
“could”, often identify forward-looking statements. The Company believes that there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain, and the Company may not realize its expectations and its beliefs may not
prove correct. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. The Company’s actual results and future financial condition may
differ materially from those described or implied by any such forward-looking statements as a result of many factors that may be outside the Company’s control. Such factors include, without limitation, developments in the bankruptcy
proceedings, the results of liquidation sales and other matters.
Item 9.01
Exhibit No.
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Description
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99.1
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Monthly Operating Report for the Period from September 1, 2023 to September 30, 2023 – Gregg Appliances, Inc.
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99.2
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Monthly Operating Report for the Period from September 1, 2023 to September 30, 2023 – hhgregg, Inc.
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99.3
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Monthly Operating Report for the Period from September 1, 2023 to September 30, 2023 – HHG Distributing LLC.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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hhgregg, Inc.
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Date: October 18, 2023
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By:
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/s/ Kevin J. Kovacs
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Kevin J. Kovacs
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President, Chief Executive Officer and Chief Financial Officer
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Exhibit Index
UNITED STATES BANKRUPTCY COURT
Southern DISTRICT OF
Indiana
Indianapolis Division
In Re. GREGG APPLIANCES, INC.
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Case No. 17-01303
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Lead Case No. 17-01302
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Debtor(s)
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☒ Jointly Administered
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Monthly Operating Report
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Chapter 11
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Reporting Period Ended: 9/30/2023
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Petition Date: 03/06/2017
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Months Pending: 80
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Industry Classification:
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4
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4
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3
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1
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Reporting Method:
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Accrual Basis ☒ |
Cash Basis ☐ |
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Debtor's Full-Time Employees (current): |
1 |
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Debtor's Full-Time Employees (as of date of order for relief):
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3,500 |
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Supporting Documentation (check all that are attached):
(For jointly administered debtors, any required schedules must be provided on a non-consolidated basis for each debtor)
☒ Statement of cash receipts and disbursements
☒ Balance sheet containing the summary and detail of the assets, liabilities and equity (net worth) or deficit
☒ Statement of operations (profit or loss statement)
☐ Accounts receivable aging
☐ Postpetition liabilities aging
☐ Statement of capital assets
☐ Schedule of payments to professionals
☐ Schedule of payments to insiders
☒ All bank statements and bank reconciliations for the reporting period
☐ Description of the assets sold or transferred and the terms of the sale or transfer
/s/ Jeffrey A. Hokanson
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Jeffrey A. Hokanson
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Signature of Responsible Party
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Printed Name of Responsible Party
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10/16/2023
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Date
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Ice Miller LLP
One American Square, Suite 2900
Indianapolis, IN 46282
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Address
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STATEMENT: This Periodic Report is associated with an open bankruptcy case; therefore, Paperwork Reduction Act exemption 5 C.F.R. § 1320.4(a)(2) applies.
Debtor's Name
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GREGG APPLIANCES, INC. |
Case No. 17-01303 |
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Part 1: Cash Receipts and Disbursements
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Current Month
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Cumulative
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a. Cash balance beginning of month
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b. Total receipts (net of transfers between accounts)
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c. Total disbursements (net of transfers between accounts)
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d. Cash balance end of month (a+b-c)
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e. Disbursements made by third party for the benefit of the estate
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$0
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$0
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f. Total disbursements for quarterly fee calculation (c+e)
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Part 2: Asset and Liability Status Current Month
(Not generally applicable to Individual Debtors. See Instructions.)
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a. Accounts receivable (total net of allowance)
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$5,954,425
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b. Accounts receivable over 90 days outstanding (net of allowance) |
$5,954,425
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c. Inventory (Book ☐ Market ☐ Other ☒ (attach explanation))
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$0
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d. Total current assets
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e. Total assets
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f. Postpetition payables (excluding taxes)
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g. Postpetition payables past due (excluding taxes)
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h. Postpetition taxes payable
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i. Postpetition taxes past due
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j. Total postpetition debt (f+h)
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k. Prepetition secured debt
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$0
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l. Prepetition priority debt
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$0
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m. Prepetition unsecured debt
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n. Total liabilities (debt) (j+k+l+m)
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o. Ending equity/net worth (e-n)
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Part 3: Assets Sold or Transferred
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Current Month |
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Cumulative |
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a. Total cash sales price for assets sold/transferred outside the ordinary
course of business
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$0
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$9,514,845
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b. Total payments to third parties incident to assets being sold/transferred
outside the ordinary course of business
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$0 |
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$443,274
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c. Net cash proceeds from assets sold/transferred outside the ordinary
course of business (a-b)
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$0
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$9,071,571
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Part 4: Income Statement (Statement of Operations)
(Not generally applicable to Individual Debtors. See Instructions.)
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Current Month
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Cumulative
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a. Gross income/sales (net of returns and allowances)
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$0
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b. Cost of goods sold (inclusive of depreciation, if applicable)
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$0
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c. Gross profit (a-b)
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$0
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d. Selling expenses
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$0
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e. General and administrative expenses
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f. Other expenses
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g. Depreciation and/or amortization (not included in 4b)
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$0
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h. Interest
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i. Taxes (local, state, and federal)
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$0
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j. Reorganization items
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$0
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k. Profit (loss)
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Debtor's Name
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GREGG APPLIANCES, INC. |
Case No. 17-01303 |
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Part 5: Professional Fees and Expenses
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a.
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Approved Current Month
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Approved
Cumulative
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Paid Current
Month
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Paid
Cumulative
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Debtor's professional fees & expenses (bankruptcy) Aggregate Total
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$0
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Itemized Breakdown by Firm
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Firm Name
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Role
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i
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MORGAN, LEWIS & BOCKIU
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Lead Counsel
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$0
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$2,778,932
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$0
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$2,519,564
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ii
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STIFEL, NICOLAUS & COMP
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Financial Professional
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$0
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$0
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$0
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$700,000
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iii
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BERKELEY RESEARCH GRO
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Financial Professional
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$0
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$2,423,421
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$0
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$2,394,421
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iv
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DONLIN, RECANO & COMPA
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Other
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$0
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$0
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$0
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v
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ICE MILLER LLP
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Local Counsel
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$0
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$2,007,146
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$0
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$1,992,794
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vi
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BINGHAM GREENBAUM DO
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Special Counsel
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$0
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$234,875
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$0
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$212,658
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vii
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COOLEY LLP
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Special Counsel
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$0
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$2,557,805
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$0
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$2,567,066
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viii
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PROVINCE, INC.
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Financial Professional
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$0
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$556,352
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$0
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$583,198
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ix
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DLA PIPER LLP US
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Other
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$0
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$5,452
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$0
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$2,549,550
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x
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FAEGRE DRINKER BIDDLE
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Special Counsel
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$0
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$0
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$0
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$424,058
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xi
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CHOATE HALL & STEWART
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Special Counsel
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$0
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$0
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$0
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$902,972
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xii
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ASK LLP
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Other
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$0
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$0
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xiii
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GREAT AMERICAN GROUP
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Other
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$0
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$0
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$0
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$368,689
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xiv
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GAVIN SOLMENESE LLC
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Other
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$0
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$136,472
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$0
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$21,648
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xv
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CHIPMAN BROWN CICERO
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Special Counsel
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$0
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c.
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Approved Current Month
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Approved
Cumulative
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Paid Current
Month
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Paid
Cumulative
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Debtor's professional fees & expenses (nonbankruptcy) Aggregate Total
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Itemized Breakdown by Firm
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Firm Name
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Role
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i
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ii
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All professional fees and expenses (debtor & committees)
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Part 6: Postpetition Taxes
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Current Month
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Cumulative
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a. Postpetition income taxes accrued (local, state, and federal)
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$0
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$0
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b. Postpetition income taxes paid (local, state, and federal)
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$0
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$0
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c. Postpetition employer payroll taxes accrued
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d. Postpetition employer payroll taxes paid
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e. Postpetition property taxes paid
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$0
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$0
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f. Postpetition other taxes accrued (local, state, and federal)
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$0
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$0
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g. Postpetition other taxes paid (local, state, and federal)
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$0
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$0
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Part 7: Questionnaire - During this reporting period:
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a. Were any payments made on prepetition debt? (if yes, see Instructions)
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Yes ☐ No ☒ |
b. Were any payments made outside the ordinary course of business
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Yes ☐ No ☒ |
without court approval? (if yes, see Instructions)
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c. Were any payments made to or on behalf of insiders?
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Yes ☐ No ☒
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Debtor's Name
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GREGG APPLIANCES, INC. |
Case No. 17-01303 |
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d. Are you current on postpetition tax return filings?
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Yes ☒ No ☐ |
e. Are you current on postpetition estimated tax payments?
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Yes ☒ No ☐ |
f. Were all trust fund taxes remitted on a current basis?
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Yes ☒ No ☐ |
g. Was there any postpetition borrowing, other than trade credit?
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Yes ☐ No ☒ |
(if yes, see Instructions)
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h. Were all payments made to or on behalf of professionals approved by
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Yes ☒ No ☐ N/A ☐ |
the court?
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i. Do you have: Worker's compensation insurance?
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Yes ☒ No ☐ |
If yes, are your premiums current?
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Yes ☒ No ☐ N/A ☐ (if no, see Instructions) |
Casualty/property insurance?
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Yes ☒ No ☐ |
If yes, are your premiums current?
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Yes ☒ No ☐ N/A ☐ (if no, see Instructions) |
General liability insurance?
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Yes ☒ No ☐ |
If yes, are your premiums current?
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Yes ☒ No ☐ N/A ☐ (if no, see Instructions) |
j. Has a plan of reorganization been filed with the court?
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Yes ☐ No ☒ |
k. Has a disclosure statement been filed with the court?
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Yes ☒ No ☐ |
l. Are you current with quarterly U.S. Trustee fees as
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Yes ☒ No ☐ |
set forth under 28 U.S.C. § 1930?
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Part 8: Individual Chapter 11 Debtors (Only)
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a. Gross income (receipts) from salary and wages
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$0 |
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b. Gross income (receipts) from self-employment
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$0 |
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c. Gross income from all other sources
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$0 |
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d. Total income in the reporting period (a+b+c)
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$0 |
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e. Payroll deductions
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$0 |
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f. Self-employment related expenses
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$0 |
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g. Living expenses
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$0 |
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h. All other expenses
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$0 |
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i. Total expenses in the reporting period (e+f+g+h)
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$0 |
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j. Difference between total income and total expenses (d-i)
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$0 |
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k. List the total amount of all postpetition debts that are past due
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$0 |
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l. Are you required to pay any Domestic Support Obligations as defined by 11
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Yes ☐ No ☒ |
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U.S.C § 101(14A)?
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m. If yes, have you made all Domestic Support Obligation payments?
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Yes ☐ No ☐ N/A ☒ |
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Debtor's Name
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GREGG APPLIANCES, INC. |
Case No. 17-01303 |
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Privacy Act Statement
28 U.S.C. § 589b authorizes the collection of this information, and provision of this information is mandatory under 11 U.S.C. §§ 704, 1106, and
1107. The United States Trustee will use this information to calculate statutory fee assessments under 28 U.S.C. § 1930(a)(6). The United States Trustee will also use this information to evaluate a chapter 11 debtor's progress through the
bankruptcy system, including the likelihood of a plan of reorganization being confirmed and whether the case is being prosecuted in good faith. This information may be disclosed to a bankruptcy trustee or examiner when the information is needed
to perform the trustee's or examiner's duties or to the appropriate federal, state, local, regulatory, tribal, or foreign law enforcement agency when the information indicates a violation or potential violation of law. Other disclosures may be
made for routine purposes. For a discussion of the types of routine disclosures that may be made, you may consult the Executive Office for United States Trustee's systems of records notice, UST-001, "Bankruptcy Case Files and Associated
Records." See 71 Fed. Reg. 59,818 et seq. (Oct. 11, 2006). A copy of the notice may be obtained at the following link: http:// www.justice.gov/ust/eo/rules_regulations/index.htm. Failure to provide
this information could result in the dismissal or conversion of your bankruptcy case or other action by the United States Trustee. 11 U.S.C. § 1112(b)(4)(F).
I declare under penalty of perjury that the foregoing Monthly Operating
Report and its supporting documentation are true and correct and that I have been authorized to sign this report on behalf of the estate.
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Signature of Responsible Party
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Printed Name of Responsible Party
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10/16/2023
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Date
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UNITED STATES BANKRUPTCY COURT
Southern DISTRICT OF
Indiana
Indianapolis Division
In Re. HHGREGG, INC.
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§
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Case No. 17-01302
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Lead Case No. 17-01302
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Debtor(s)
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☒ Jointly Administered
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Monthly Operating Report
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Chapter 11
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Reporting Period Ended: 09/30/2023
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Petition Date: 03/06/2017
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Months Pending: 80
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Industry Classification:
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4
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4
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3
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1
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Reporting Method:
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Accrual Basis ☒ |
Cash Basis ☐ |
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Debtor's Full-Time Employees (current): |
0 |
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Debtor's Full-Time Employees (as of date of order for relief):
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0 |
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Supporting Documentation (check all that are attached):
(For jointly administered debtors, any required schedules must be provided on a non-consolidated basis for each debtor)
☐ Statement of cash receipts and disbursements
☐ Balance sheet containing the summary and detail of the assets, liabilities and equity (net worth) or deficit
☐ Statement of operations (profit or loss statement)
☐ Accounts receivable aging
☐ Postpetition liabilities aging
☐ Statement of capital assets
☐ Schedule of payments to professionals
☐ Schedule of payments to insiders
☐ All bank statements and bank reconciliations for the reporting period
☐ Description of the assets sold or transferred and the terms of the sale or transfer
/s/ Jeffrey A. Hokanson
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Jeffrey A. Hokanson
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Signature of Responsible Party
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Printed Name of Responsible Party
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10/16/2023
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Date
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Ice Miller LLP
One American Square, Suite 2900
Indianapolis, IN 46282
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Address
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STATEMENT: This Periodic Report is associated with an open bankruptcy case; therefore, Paperwork Reduction Act exemption 5 C.F.R. § 1320.4(a)(2) applies.
Debtor's Name
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HHGREGG, INC. |
Case No. 17-01302 |
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Part 1: Cash Receipts and Disbursements
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Current Month
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Cumulative
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a. Cash balance beginning of month
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$0
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b. Total receipts (net of transfers between accounts)
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$0
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c. Total disbursements (net of transfers between accounts)
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d. Cash balance end of month (a+b-c)
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e. Disbursements made by third party for the benefit of the estate
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$0
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$0
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f. Total disbursements for quarterly fee calculation (c+e)
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Part 2: Asset and Liability Status Current Month
(Not generally applicable to Individual Debtors. See Instructions.)
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a. Accounts receivable (total net of allowance)
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b. Accounts receivable over 90 days outstanding (net of allowance) |
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c. Inventory (Book ☐ Market ☐ Other ☒ (attach explanation))
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$0
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d. Total current assets
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e. Total assets
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f. Postpetition payables (excluding taxes)
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g. Postpetition payables past due (excluding taxes)
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h. Postpetition taxes payable
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i. Postpetition taxes past due
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j. Total postpetition debt (f+h)
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k. Prepetition secured debt
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$0
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l. Prepetition priority debt
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$0
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m. Prepetition unsecured debt
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n. Total liabilities (debt) (j+k+l+m)
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o. Ending equity/net worth (e-n)
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Part 3: Assets Sold or Transferred
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Current Month |
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Cumulative |
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a. Total cash sales price for assets sold/transferred outside the ordinary
course of business
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$0
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b. Total payments to third parties incident to assets being sold/transferred
outside the ordinary course of business
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$0 |
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c. Net cash proceeds from assets sold/transferred outside the ordinary
course of business (a-b)
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$0
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Part 4: Income Statement (Statement of Operations)
(Not generally applicable to Individual Debtors. See Instructions.)
|
Current Month
|
|
Cumulative
|
a. Gross income/sales (net of returns and allowances)
|
$0
|
|
|
b. Cost of goods sold (inclusive of depreciation, if applicable)
|
$0
|
|
|
c. Gross profit (a-b)
|
$0
|
|
|
d. Selling expenses
|
$0
|
|
|
e. General and administrative expenses
|
|
|
|
f. Other expenses
|
|
|
|
g. Depreciation and/or amortization (not included in 4b)
|
$0
|
|
|
h. Interest
|
$0
|
|
|
i. Taxes (local, state, and federal)
|
$0
|
|
|
j. Reorganization items
|
$0
|
|
|
k. Profit (loss)
|
|
|
|
Debtor's Name
|
HHGREGG, INC. |
Case No. 17-01302 |
|
Part 5: Professional Fees and Expenses
|
a.
|
|
|
|
Approved Current Month
|
Approved
Cumulative
|
Paid Current
Month
|
Paid
Cumulative
|
Debtor's professional fees & expenses (bankruptcy) Aggregate Total
|
$0
|
|
$0
|
|
Itemized Breakdown by Firm
|
|
|
|
Firm Name
|
Role
|
i
|
MORGAN, LEWIS & BOCKIU
|
Lead Counsel
|
$0
|
$2,778,932
|
$0
|
|
ii
|
STIFEL, NICOLAUS & COMP
|
Financial Professional
|
$0
|
$0
|
$0
|
|
iii
|
BERKELEY RESEARCH GRO
|
Financial Professional
|
$0
|
$2,423,421
|
$0
|
|
iv
|
DONLIN, RECANO & COMPA
|
Other
|
$0
|
$0
|
$0
|
|
v
|
ICE MILLER LLP
|
Local Counsel
|
$0
|
$2,007,146
|
$0
|
|
vi
|
BINGHAM GREENBAUM DO
|
Special Counsel
|
$0
|
$234,875
|
$0
|
|
vii
|
COOLEY LLP
|
Special Counsel
|
$0
|
$2,557,805
|
$0
|
|
viii
|
PROVINCE, INC.
|
Financial Professional
|
$0
|
$556,352
|
$0
|
|
ix
|
DLA PIPER LLP US
|
Other
|
$0
|
$5,452
|
$0
|
|
x
|
FAEGRE DRINKER BIDDLE
|
Special Counsel
|
$0
|
$0
|
$0
|
|
xi
|
CHOATE HALL & STEWART
|
Special Counsel
|
$0
|
$0
|
$0
|
|
xii
|
ASK LLP
|
Other
|
$0
|
$0
|
$0
|
|
xiii
|
GREAT AMERICAN GROUP
|
Other
|
$0
|
$0
|
$0
|
|
xiv
|
GAVIN SOLMENESE LLC
|
Other
|
$0
|
$136,472
|
$0
|
|
xv
|
CHIPMAN BROWN CICERO
|
Special Counsel
|
$0
|
|
$0
|
|
c.
|
|
|
|
Approved Current Month
|
Approved
Cumulative
|
Paid Current
Month
|
Paid
Cumulative
|
Debtor's professional fees & expenses (nonbankruptcy) Aggregate Total
|
|
|
|
|
Itemized Breakdown by Firm
|
|
|
|
Firm Name
|
Role
|
i
|
|
|
|
|
|
|
ii
|
|
|
|
|
|
|
All professional fees and expenses (debtor & committees)
|
|
|
|
|
Part 6: Postpetition Taxes
|
Current Month
|
|
Cumulative
|
a. Postpetition income taxes accrued (local, state, and federal)
|
$0
|
|
$0
|
b. Postpetition income taxes paid (local, state, and federal)
|
$0
|
|
$0
|
c. Postpetition employer payroll taxes accrued
|
|
|
|
d. Postpetition employer payroll taxes paid
|
|
|
|
e. Postpetition property taxes paid
|
$0
|
|
$0
|
f. Postpetition other taxes accrued (local, state, and federal)
|
$0
|
|
$0
|
g. Postpetition other taxes paid (local, state, and federal)
|
$0
|
|
$0
|
Part 7: Questionnaire - During this reporting period:
|
|
|
|
a. Were any payments made on prepetition debt? (if yes, see Instructions)
|
Yes ☐ No ☒ |
b. Were any payments made outside the ordinary course of business
|
Yes ☐ No ☒ |
without court approval? (if yes, see Instructions)
|
|
c. Were any payments made to or on behalf of insiders?
|
Yes ☐ No ☒
|
Debtor's Name
|
HHGREGG, INC. |
Case No. 17-01302 |
|
d. Are you current on postpetition tax return filings?
|
Yes ☒ No ☐ |
e. Are you current on postpetition estimated tax payments?
|
Yes ☒ No ☐ |
f. Were all trust fund taxes remitted on a current basis?
|
Yes ☒ No ☐ |
g. Was there any postpetition borrowing, other than trade credit?
|
Yes ☐ No ☒ |
(if yes, see Instructions)
|
|
h. Were all payments made to or on behalf of professionals approved by
|
Yes ☒ No ☐ N/A ☐ |
the court?
|
|
i. Do you have: Worker's compensation insurance?
|
Yes ☒ No ☐ |
If yes, are your premiums current?
|
Yes ☒ No ☐ N/A ☐ (if no, see Instructions) |
Casualty/property insurance?
|
Yes ☒ No ☐ |
If yes, are your premiums current?
|
Yes ☒ No ☐ N/A ☐ (if no, see Instructions) |
General liability insurance?
|
Yes ☒ No ☐ |
If yes, are your premiums current?
|
Yes ☒ No ☐ N/A ☐ (if no, see Instructions) |
j. Has a plan of reorganization been filed with the court?
|
Yes ☐ No ☒ |
k. Has a disclosure statement been filed with the court?
|
Yes ☒ No ☐ |
l. Are you current with quarterly U.S. Trustee fees as
|
Yes ☒ No ☐ |
set forth under 28 U.S.C. § 1930?
|
|
Part 8: Individual Chapter 11 Debtors (Only)
|
|
|
|
|
|
|
|
a. Gross income (receipts) from salary and wages
|
$0 |
|
|
b. Gross income (receipts) from self-employment
|
$0 |
|
|
c. Gross income from all other sources
|
$0 |
|
|
d. Total income in the reporting period (a+b+c)
|
$0 |
|
|
e. Payroll deductions
|
$0 |
|
|
f. Self-employment related expenses
|
$0 |
|
|
g. Living expenses
|
$0 |
|
|
h. All other expenses
|
$0 |
|
|
i. Total expenses in the reporting period (e+f+g+h)
|
$0 |
|
|
j. Difference between total income and total expenses (d-i)
|
$0 |
|
|
k. List the total amount of all postpetition debts that are past due
|
$0 |
|
|
l. Are you required to pay any Domestic Support Obligations as defined by 11
|
Yes ☐ No ☒ |
|
|
U.S.C § 101(14A)?
|
|
|
|
m. If yes, have you made all Domestic Support Obligation payments?
|
Yes ☐ No ☐ N/A ☒ |
|
|
Debtor's Name
|
HHGREGG, INC. |
Case No. 17-01302 |
|
Privacy Act Statement
28 U.S.C. § 589b authorizes the collection of this information, and provision of this information is mandatory under 11 U.S.C. §§ 704, 1106, and
1107. The United States Trustee will use this information to calculate statutory fee assessments under 28 U.S.C. § 1930(a)(6). The United States Trustee will also use this information to evaluate a chapter 11 debtor's progress through the
bankruptcy system, including the likelihood of a plan of reorganization being confirmed and whether the case is being prosecuted in good faith. This information may be disclosed to a bankruptcy trustee or examiner when the information is needed
to perform the trustee's or examiner's duties or to the appropriate federal, state, local, regulatory, tribal, or foreign law enforcement agency when the information indicates a violation or potential violation of law. Other disclosures may be
made for routine purposes. For a discussion of the types of routine disclosures that may be made, you may consult the Executive Office for United States Trustee's systems of records notice, UST-001, "Bankruptcy Case Files and Associated
Records." See 71 Fed. Reg. 59,818 et seq. (Oct. 11, 2006). A copy of the notice may be obtained at the following link: http:// www.justice.gov/ust/eo/rules_regulations/index.htm. Failure to provide
this information could result in the dismissal or conversion of your bankruptcy case or other action by the United States Trustee. 11 U.S.C. § 1112(b)(4)(F).
I declare under penalty of perjury that the foregoing Monthly Operating
Report and its supporting documentation are true and correct and that I have been authorized to sign this report on behalf of the estate.
|
|
|
Signature of Responsible Party
|
|
Printed Name of Responsible Party
|
|
|
|
|
|
10/16/2023 |
|
|
Date
|
|
|
|
5
UNITED STATES BANKRUPTCY COURT
Southern DISTRICT OF
Indiana
Indianapolis Division
In Re. HHG DISTRIBUTING LLC
|
§
§
§
§
|
Case No. 17-01304
|
|
|
Lead Case No. 17-01302
|
|
|
|
|
|
|
Debtor(s)
|
|
|
|
|
|
|
☒ Jointly Administered
|
Monthly Operating Report
|
Chapter 11
|
Reporting Period Ended: 09/30/2023
|
Petition Date: 03/06/2017
|
Months Pending: 80
|
Industry Classification:
|
4
|
4
|
3
|
1
|
Reporting Method:
|
Accrual Basis ☒ |
Cash Basis ☐ |
|
|
|
|
Debtor's Full-Time Employees (current): |
0 |
|
|
|
|
Debtor's Full-Time Employees (as of date of order for relief):
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supporting Documentation (check all that are attached):
(For jointly administered debtors, any required schedules must be provided on a non-consolidated basis for each debtor)
☐ Statement of cash receipts and disbursements
☐ Balance sheet containing the summary and detail of the assets, liabilities and equity (net worth) or deficit
☐ Statement of operations (profit or loss statement)
☐ Accounts receivable aging
☐ Postpetition liabilities aging
☐ Statement of capital assets
☐ Schedule of payments to professionals
☐ Schedule of payments to insiders
☐ All bank statements and bank reconciliations for the reporting period
☐ Description of the assets sold or transferred and the terms of the sale or transfer
/s/ Jeffrey A. Hokanson
|
|
Jeffrey A. Hokanson
|
Signature of Responsible Party
|
|
Printed Name of Responsible Party
|
|
|
|
10/16/2023
|
|
|
Date
|
|
Ice Miller LLP
One American Square, Suite 2900
Indianapolis, IN 46282
|
|
|
Address
|
STATEMENT: This Periodic Report is associated with an open bankruptcy case; therefore, Paperwork Reduction Act exemption 5 C.F.R. § 1320.4(a)(2) applies.
Debtor's Name
|
HHG DISTRIBUTING LLC |
Case No. 17-01304 |
|
Part 1: Cash Receipts and Disbursements
|
Current Month
|
|
Cumulative
|
a. Cash balance beginning of month
|
$0
|
|
|
b. Total receipts (net of transfers between accounts)
|
$0
|
|
|
c. Total disbursements (net of transfers between accounts)
|
|
|
|
d. Cash balance end of month (a+b-c)
|
|
|
|
e. Disbursements made by third party for the benefit of the estate
|
$0
|
|
$0
|
f. Total disbursements for quarterly fee calculation (c+e)
|
|
|
|
Part 2: Asset and Liability Status Current Month
(Not generally applicable to Individual Debtors. See Instructions.)
|
a. Accounts receivable (total net of allowance)
|
|
|
|
b. Accounts receivable over 90 days outstanding (net of allowance) |
|
|
|
c. Inventory (Book ☐ Market ☐ Other ☒ (attach explanation))
|
$0
|
|
|
d. Total current assets
|
|
|
|
e. Total assets
|
|
|
|
f. Postpetition payables (excluding taxes)
|
|
|
|
g. Postpetition payables past due (excluding taxes)
|
|
|
|
h. Postpetition taxes payable
|
|
|
|
i. Postpetition taxes past due
|
|
|
|
j. Total postpetition debt (f+h)
|
|
|
|
k. Prepetition secured debt
|
$0
|
|
|
l. Prepetition priority debt
|
$0
|
|
|
m. Prepetition unsecured debt
|
|
|
|
n. Total liabilities (debt) (j+k+l+m)
|
|
|
|
o. Ending equity/net worth (e-n)
|
|
|
|
Part 3: Assets Sold or Transferred
|
Current Month |
|
Cumulative |
|
|
|
|
a. Total cash sales price for assets sold/transferred outside the ordinary
course of business
|
$0
|
|
|
|
b. Total payments to third parties incident to assets being sold/transferred
outside the ordinary course of business
|
$0 |
|
|
|
c. Net cash proceeds from assets sold/transferred outside the ordinary
course of business (a-b)
|
$0
|
|
|
|
|
|
Part 4: Income Statement (Statement of Operations)
(Not generally applicable to Individual Debtors. See Instructions.)
|
Current Month
|
|
Cumulative
|
a. Gross income/sales (net of returns and allowances)
|
$0
|
|
|
b. Cost of goods sold (inclusive of depreciation, if applicable)
|
$0
|
|
|
c. Gross profit (a-b)
|
$0
|
|
|
d. Selling expenses
|
$0
|
|
|
e. General and administrative expenses
|
|
|
|
f. Other expenses
|
|
|
|
g. Depreciation and/or amortization (not included in 4b)
|
$0
|
|
|
h. Interest
|
$0
|
|
|
i. Taxes (local, state, and federal)
|
$0
|
|
|
j. Reorganization items
|
$0
|
|
|
k. Profit (loss)
|
|
|
|
Debtor's Name
|
HHG DISTRIBUTING LLC |
Case No. 17-01304 |
|
Part 5: Professional Fees and Expenses
|
a.
|
|
|
|
Approved Current Month
|
Approved
Cumulative
|
Paid Current
Month
|
Paid
Cumulative
|
Debtor's professional fees & expenses (bankruptcy) Aggregate Total
|
$0
|
|
$0
|
|
Itemized Breakdown by Firm
|
|
|
|
Firm Name
|
Role
|
i
|
MORGAN, LEWIS & BOCKIU
|
Lead Counsel
|
$0
|
$2,778,932
|
$0
|
|
ii
|
STIFEL, NICOLAUS & COMP
|
Financial Professional
|
$0
|
$0
|
$0
|
|
iii
|
BERKELEY RESEARCH GRO
|
Financial Professional
|
$0
|
$2,423,421
|
$0
|
|
iv
|
DONLIN, RECANO & COMPA
|
Other
|
$0
|
$0
|
$0
|
|
v
|
ICE MILLER LLP
|
Local Counsel
|
$0
|
$2,007,146
|
$0
|
|
vi
|
BINGHAM GREENBAUM DO
|
Special Counsel
|
$0
|
$234,875
|
$0
|
|
vii
|
COOLEY LLP
|
Special Counsel
|
$0
|
$2,557,805
|
$0
|
|
viii
|
PROVINCE, INC.
|
Financial Professional
|
$0
|
$556,352
|
$0
|
|
ix
|
DLA PIPER LLP US
|
Other
|
$0
|
$5,452
|
$0
|
|
x
|
FAEGRE DRINKER BIDDLE
|
Special Counsel
|
$0
|
$0
|
$0
|
|
xi
|
CHOATE HALL & STEWART
|
Special Counsel
|
$0
|
$0
|
$0
|
|
xii
|
ASK LLP
|
Other
|
$0
|
$0
|
$0
|
|
xiii
|
GREAT AMERICAN GROUP
|
Other
|
$0
|
$0
|
$0
|
|
xiv
|
GAVIN SOLMENESE LLC
|
Other
|
$0
|
$136,472
|
$0
|
|
xv
|
CHIPMAN BROWN CICERO
|
Special Counsel
|
$0
|
|
$0
|
|
c.
|
|
|
|
Approved Current Month
|
Approved
Cumulative
|
Paid Current
Month
|
Paid
Cumulative
|
Debtor's professional fees & expenses (nonbankruptcy) Aggregate Total
|
|
|
|
|
Itemized Breakdown by Firm
|
|
|
|
Firm Name
|
Role
|
i
|
|
|
|
|
|
|
ii
|
|
|
|
|
|
|
All professional fees and expenses (debtor & committees)
|
|
|
|
|
Part 6: Postpetition Taxes
|
Current Month
|
|
Cumulative
|
a. Postpetition income taxes accrued (local, state, and federal)
|
$0
|
|
$0
|
b. Postpetition income taxes paid (local, state, and federal)
|
$0
|
|
$0
|
c. Postpetition employer payroll taxes accrued
|
|
|
|
d. Postpetition employer payroll taxes paid
|
|
|
|
e. Postpetition property taxes paid
|
$0
|
|
$0
|
f. Postpetition other taxes accrued (local, state, and federal)
|
$0
|
|
$0
|
g. Postpetition other taxes paid (local, state, and federal)
|
$0
|
|
$0
|
Part 7: Questionnaire - During this reporting period:
|
|
|
|
a. Were any payments made on prepetition debt? (if yes, see Instructions)
|
Yes ☐ No ☒ |
b. Were any payments made outside the ordinary course of business
|
Yes ☐ No ☒ |
without court approval? (if yes, see Instructions)
|
|
c. Were any payments made to or on behalf of insiders?
|
Yes ☐ No ☒
|
Debtor's Name
|
HHG DISTRIBUTING LLC |
Case No. 17-01304 |
|
d. Are you current on postpetition tax return filings?
|
Yes ☒ No ☐ |
e. Are you current on postpetition estimated tax payments?
|
Yes ☒ No ☐ |
f. Were all trust fund taxes remitted on a current basis?
|
Yes ☒ No ☐ |
g. Was there any postpetition borrowing, other than trade credit?
|
Yes ☐ No ☒ |
(if yes, see Instructions)
|
|
h. Were all payments made to or on behalf of professionals approved by
|
Yes ☒ No ☐ N/A ☐ |
the court?
|
|
i. Do you have: Worker's compensation insurance?
|
Yes ☒ No ☐ |
If yes, are your premiums current?
|
Yes ☒ No ☐ N/A ☐ (if no, see Instructions) |
Casualty/property insurance?
|
Yes ☒ No ☐ |
If yes, are your premiums current?
|
Yes ☒ No ☐ N/A ☐ (if no, see Instructions) |
General liability insurance?
|
Yes ☒ No ☐ |
If yes, are your premiums current?
|
Yes ☒ No ☐ N/A ☐ (if no, see Instructions) |
j. Has a plan of reorganization been filed with the court?
|
Yes ☐ No ☒ |
k. Has a disclosure statement been filed with the court?
|
Yes ☒ No ☐ |
l. Are you current with quarterly U.S. Trustee fees as
|
Yes ☒ No ☐ |
set forth under 28 U.S.C. § 1930?
|
|
Part 8: Individual Chapter 11 Debtors (Only)
|
|
|
|
|
|
|
|
a. Gross income (receipts) from salary and wages
|
$0 |
|
|
b. Gross income (receipts) from self-employment
|
$0 |
|
|
c. Gross income from all other sources
|
$0 |
|
|
d. Total income in the reporting period (a+b+c)
|
$0 |
|
|
e. Payroll deductions
|
$0 |
|
|
f. Self-employment related expenses
|
$0 |
|
|
g. Living expenses
|
$0 |
|
|
h. All other expenses
|
$0 |
|
|
i. Total expenses in the reporting period (e+f+g+h)
|
$0 |
|
|
j. Difference between total income and total expenses (d-i)
|
$0 |
|
|
k. List the total amount of all postpetition debts that are past due
|
$0 |
|
|
l. Are you required to pay any Domestic Support Obligations as defined by 11
|
Yes ☐ No ☒ |
|
|
U.S.C § 101(14A)?
|
|
|
|
m. If yes, have you made all Domestic Support Obligation payments?
|
Yes ☐ No ☐ N/A ☒ |
|
|
Debtor's Name
|
HHG DISTRIBUTING LLC |
Case No. 17-01304 |
|
Privacy Act Statement
28 U.S.C. § 589b authorizes the collection of this information, and provision of this information is mandatory under 11 U.S.C. §§ 704, 1106, and
1107. The United States Trustee will use this information to calculate statutory fee assessments under 28 U.S.C. § 1930(a)(6). The United States Trustee will also use this information to evaluate a chapter 11 debtor's progress through the
bankruptcy system, including the likelihood of a plan of reorganization being confirmed and whether the case is being prosecuted in good faith. This information may be disclosed to a bankruptcy trustee or examiner when the information is needed
to perform the trustee's or examiner's duties or to the appropriate federal, state, local, regulatory, tribal, or foreign law enforcement agency when the information indicates a violation or potential violation of law. Other disclosures may be
made for routine purposes. For a discussion of the types of routine disclosures that may be made, you may consult the Executive Office for United States Trustee's systems of records notice, UST-001, "Bankruptcy Case Files and Associated
Records." See 71 Fed. Reg. 59,818 et seq. (Oct. 11, 2006). A copy of the notice may be obtained at the following link: http:// www.justice.gov/ust/eo/rules_regulations/index.htm. Failure to provide
this information could result in the dismissal or conversion of your bankruptcy case or other action by the United States Trustee. 11 U.S.C. § 1112(b)(4)(F).
I declare under penalty of perjury that the foregoing Monthly Operating
Report and its supporting documentation are true and correct and that I have been authorized to sign this report on behalf of the estate.
|
|
|
Signature of Responsible Party
|
|
Printed Name of Responsible Party
|
|
|
|
|
|
10/16/2023
|
|
|
Date
|
|
|
|
5
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