8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date Of Report (Date Of Earliest Event Reported): February 14, 2008

hhgregg, Inc.

(Exact name of Registrant as Specified in its Charter)

Commission File Number: 001-33600

Delaware	20-8819207
(State of Other Jurisdiction Of Incorporation or Organization)	(I.R.S. Employer Identification No.)

4151 East 96th Street

Indianapolis, Indiana 46240

(Address of Principal Executive Offices, Including Zip Code)

(317) 848-8710

(Registrant’s Telephone Number, Including Area Code)

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On February 14, 2008, hhgregg, Inc. issued a press release announcing its results for the three months and nine months ended December 31, 2007. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this item.

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

2

Signature(s)

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

HHGREGG, INC.
By:	/s/ Donald J.B. Van der Wiel
	Donald J.B. Van der Wiel
	Chief Financial Officer
	Date: February 14, 2008

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated February 14, 2008

4

EX-99.1

Exhibit 99.1

hhgregg Announces Third Quarter Results

Third Quarter Highlights

• Comparable store sales increase 3.0%

• Net sales increase 16.5% as Company opens 85^th Store

• Diluted net income per share increases 21.6% to $0.45

• Company expects fiscal year earnings to approach the top of its guidance range of $0.95 to $1.03

INDIANAPOLIS, February 14, 2008/Businesswire, hhgregg, Inc. (NYSE: HGG):

Operating Performance Summary

(dollars in thousands, except per share amounts)

	Three Months Ended December 31,						Nine Months Ended December 31,
(unaudited)	2007			2006			2007			2006
Net sales	$	390,416		$	335,101		$	932,472		$	776,067
Net sales % gain		16.5	%		19.2	%		20.2	%		14.3	%
Comparable store sales % gain (1)		3.0	%		5.6	%		6.3	%		2.9	%
Gross profit as % of net sales		30.5	%		29.7	%		30.8	%		30.7	%
SG&A as % of net sales		19.0	%		18.7	%		21.2	%		21.7	%
Net advertising expense as a % of net sales		4.3	%		4.2	%		4.3	%		4.4	%
Income from operations as a % of net sales		7.2	%		6.8	%		5.3	%		4.5	%
Net interest expense as a % of net sales		0.7	%		1.3	%		0.9	%		1.7	%
Loss (gain) related to early extinguishment of debt as a % of net sales		0.0	%		0.0	%		2.3	%		(0.1	)%
Net income	$	15,102		$	10,866		$	11,083		$	13,015
Diluted net income per share	$	0.45		$	0.37		$	0.35		$	0.45
Diluted net income per share, as adjusted(2)	$	0.45		$	0.37		$	0.76		$	0.44

⁽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 the Company’s e-commerce site.

⁽²⁾ Adjusted to exclude the loss on the early extinguishment of debt primarily from the debt refinancing completed in conjunction with the initial public offering in July 2007. See the attached reconciliation of non-GAAP measures.

hhgregg, Inc. (“hhgregg” or “the Company”) today reported net income of $15.1 million for the three months ended December 31, 2007, or diluted net income per share of $0.45, compared with net income of $10.9 million, or $0.37 per diluted share, for the comparable prior year period. Net income for the nine months ended December 31, 2007, adjusted to exclude the loss from the early extinguishment of debt was $24.1 million, or $0.76 per diluted share, compared to net income of $13.0 million, or $0.45 per diluted share, for the nine months ended December 31, 2006. Including the impact of the loss from the early extinguishment of debt, net income for the nine months ended December 31, 2007 was $11.1 million, or $0.35 per diluted share. The improvement in year-to-date earnings, excluding the loss on the early extinguishment of debt, reflects strong comparable store sales growth, gross margin improvement, improved leverage of SG&A expenses and reduced interest expense due to debt reduction during the past twelve months.

Jerry Throgmartin, Chairman and Chief Executive Officer of the Company, commented “Our sales and margin performance was strong in all key merchandise categories and flowed through well to our bottom line. We believe that our results underscored our competitive strengths and unique positioning within our sector. During the competitive holiday season, we remained focused on providing an excellent value proposition, while differentiating ourselves through a superior customer purchase experience led by our consultative sales force.”

Net sales for the three months ended December 31, 2007 increased 16.5% to $390.4 million from $335.1 million for the three months ended December 31, 2006. Net sales for the nine months ended December 31, 2007 increased 20.2% to $932.5 million compared to $776.1 million for the comparable prior year period. The increase in sales for the third quarter and the nine months ended December 31, 2007 was primarily attributable to the addition of eleven stores during the past 12 months coupled with a 3.0% and a 6.3% increase in comparable store sales, respectively.

Net sales mix and comparable store sales percentage changes by product category for the three and nine months ended December 31, 2007 and 2006 were as follows:

	Net Sales Mix Summary								Comparable Store Sales Summary
	Three Months Ended December 31,				Nine Months Ended December 31,				Three Months Ended December 31,				Nine Months Ended December 31,
	2007		2006		2007		2006		2007		2006		2007		2006
Video	51	%	52	%	45	%	45	%	2.2	%	10.7	%	5.4	%	6.3	%
Appliances	31	%	33	%	40	%	41	%	(0.7	)%	2.7	%	3.9	%	1.6	%
Other (1)	18	%	15	%	15	%	14	%	13.3	%	(3.6	)%	17.5	%	(3.3	)%
Total	100	%	100	%	100	%	100	%	3.0	%	5.6	%	6.3	%	2.9	%

⁽¹⁾ Primarily consists of audio, personal electronics, mattresses, computer notebooks and furniture and accessories.

Third Quarter Operating Results

hhgregg’s 3.0% comparable store sales increase for the three months ended December 31, 2007 primarily reflects a higher average selling price driven by increases in sales of higher-ticket items in video, major appliances and mattresses. The video sales performance was fueled by double-digit LCD flat panel television sales growth, particularly in larger screen sizes, outpacing the double-digit sales decline in projection and tube televisions. Appliance sales performance declined at entry-and mid-level price points, offset by continued double digit increases in high-efficiency front load laundry and three-door refrigeration. The comparable store sales increase in the other product category was due to improvements in all sub-categories including computer notebooks, mattresses, personal electronics and furniture and accessories.

Gross profit rate increased by 0.8% to 30.5% for the three months ended December 31, 2007 compared to the three months ended December 31, 2006. The increase in gross profit, as a percentage of sales, was attributable to margin improvement across all major categories.

SG&A expenses increased by 0.3%, as a percentage of sales, from 18.7% for the three months ended December 31, 2006 to 19.0% for the three months ended December 31, 2007. The increase in SG&A rate for the three months ended December 31, 2007 was due to increased costs of training and promotional financing programs for our third-party private label credit card partially offset by the leveraging effect of the sales growth across many expense categories including payroll.

Net advertising expense, as a percentage of sales, increased 0.1% to 4.3% for the three months ended December 31, 2007 from 4.2% for the three months ended December 31, 2006. The increase was primarily attributable to a heavier holiday promotions campaign.

Other expense decreased to $2.6 million for the three months ended December 31, 2007 from $4.3 million for the three months ended December 31, 2006. This decrease was primarily attributable to a decrease of approximately $1.8 million in net interest expense due to a reduction in debt as a result of the refinancing.

Year-to-Date Operating Results

The 6.3% comparable store sales increase for the nine months ended December 31, 2007 primarily reflects a higher average selling price driven by continued increases in sales of higher-ticket items in video, major appliances and mattresses. The video sales performance was fueled by double-digit LCD flat panel television sales growth, particularly in larger screen sizes, outpacing the double-digit sales decline in projection and tube televisions. The appliance product category growth reflected strong demand for high-efficiency major appliances, particularly in the dishwasher, cooking, laundry and refrigeration sub-categories. The comparable store sales increase in the other product category was primarily due to growth in computer notebooks, mattresses, personal electronics and furniture and accessories

Gross profit, as a percentage of sales, increased by 0.1% to 30.8% for the nine months ended December 31, 2007 from 30.7% for the nine months ended December 31, 2006. This increase was attributable to margin improvement throughout all major categories.

SG&A expenses decreased by 0.5%, as a percentage of sales, from 21.7% for the nine months ended December 31, 2006 to 21.2% for the nine months ended December 31, 2007. The decrease in SG&A rate for the nine months ended December 31, 2007 was primarily attributable to the leveraging effect of the sales growth across many expense categories.

Net advertising expense, as a percentage of sales, decreased 0.1% to 4.3% for the nine months ended December 31, 2007 from 4.4% for the nine months ended December 31, 2006. The decrease was primarily attributable to an increase in vendor support of our promotional campaigns.

Other expense increased to $30.4 million for the nine months ended December 31, 2007 from $13.1 million for the nine months ended December 31, 2006. This increase was largely due to a loss on early extinguishment of debt of $21.7 million primarily arising from the debt refinancing completed in July 2007. This increase was partially offset by a decrease of approximately $4.9 million in net interest expense due to a reduction in debt outstanding following the refinancing.

hhgregg will be conducting a conference call to discuss operating results for the three and nine months ended December 31, 2007, on Thursday, February 14, 2008 at 9:00 a.m. (Eastern Time). Interested investors and other parties may listen to a simultaneous web cast of the conference call by logging onto hhgregg’s website at www.hhgregg.com. The on-line replay will be available for a limited time immediately following the call. The call can also be accessed live over the phone by dialing (877) 604-9670. Callers should reference the hhgregg earnings call.

Attached is a reconciliation of non-GAAP measures used in this earnings release including net income to net income, as adjusted, and diluted net income per share to diluted net income per share, as adjusted. Additional non-GAAP financial measures to be discussed in the hhgregg investor earnings call, including net income, as adjusted, diluted net income per share, as adjusted, and adjusted EBITDA (earnings before net interest expense, income tax expense, depreciation and amortization) can be found at www.hhgregg.com on the investor relations page.

FY 2008 Guidance Update

The Company believes that diluted net income per share will come in at the high end of the existing earnings guidance range of $0.95 to $1.03, adjusted to exclude a $0.41 loss on the early extinguishment of debt. The Company is also tightening its comparable store sales growth expectations to range from 4.0% to 5.0% for fiscal 2008, or the mid-point of its prior guidance of 3.5% to 5.5%. Accordingly, net sales for fiscal 2008 are now expected to increase between 17% and 19% over fiscal 2007. The Company plans to open 7 stores during the fourth quarter for a total of 15 new units during fiscal 2008. The Company expects that fiscal 2008 capital expenditures, net of sales and leaseback proceeds, will range between $31 million and $33 million as compared with prior guidance of $26 million to $28 million primarily due to increases in planned system, remodeling and distribution expenditures.

About hhgregg

hhgregg is a specialty retailer of consumer electronics, home appliances, mattresses and related services operating under the names hhgregg^® and Fine Lines^®. hhgregg currently operates 85 stores in Alabama, Georgia, Indiana, Kentucky, North Carolina, Ohio, South Carolina and Tennessee.

Safe Harbor Statement

The following is a Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

This press release includes forward-looking statements. These statements may be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. In particular, statements about the expectations, beliefs, plans, objectives, assumptions or future events or performance of hhgregg, Inc. are forward-looking statements.

hhgregg has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While hhgregg believes these expectations, assumptions, estimates and projections are reasonable, these forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. These and other important factors may cause hhgregg’s actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key factors that could cause actual results to differ from hhgregg’s expectations are: competition in existing, adjacent and new metropolitan markets; changes in consumer preferences; its ability to effectively manage and monitor its operations, costs and service quality; its reliance on a small number of suppliers; rapid inflation or deflation in core product prices; the failure of manufacturers to introduce new products and technologies; customer acceptance of new technology; its dependence on the Company’s key management personnel and its ability to attract and retain qualified sale’s personnel; its ability to negotiate with its suppliers to provide product on a timely basis at competitive prices; the identification and acquisition of suitable sites for its stores and the negotiation of acceptable leases for those sites; the effect of general and regional economic and employment conditions on its net sales; fluctuation in seasonal demand; its ability to maintain its rate of growth and penetrate new geographic areas; its ability to locate suitable new store sites; its ability to obtain additional financing and maintain its credit facilities; its ability to maintain and upgrade its information technology systems; the effect of a disruption at the Company’s central distribution centers; changes in cost for print, radio and television advertising; and changes in trade regulations, currency fluctuations and prevailing interest rates.

Other factors that could cause actual results to differ from those implied by the forward-looking statements in this press release are more fully described in the “Risk Factors” section in the Company’s prospectus filed pursuant to Rule 424(b)(4) with the SEC on July 20, 2007. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. hhgregg does not undertake, and specifically declines, any obligation to update any of these statements or to publicly announce the results of any revisions to any of these statements to reflect future events or developments.

Contact:	Andy Giesler, Director of Investor Relations
	investorrelations@hhgregg.com
	(317) 848-8710

HHGREGG, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED INCOME STATEMENTS

(UNAUDITED)

	Three Months Ended						Nine Months Ended
	December 31, 2007			December 31, 2006			December 31, 2007			December 31, 2006
	(In thousands, except share data)
Net sales	$	390,416		$	335,101		$	932,472		$	776,067
Cost of goods sold		271,523			235,527			645,641			538,134
Gross profit		118,893			99,574			286,831			237,933
Selling, general and administrative expenses		74,048			62,582			197,336			168,526
Net advertising expense		16,909			14,198			40,505			34,202
Income from operations		27,936			22,794			48,990			35,205
Other expense (income):
Interest expense		2,582			4,471			8,734			13,624
Interest income		(6	)		(51	)		(45	)		(66	)
Loss (gain) related to early extinguishment of debt		—			(145	)		21,695			(440	)
Total other expense		2,576			4,275			30,384			13,118
Income before income taxes		25,360			18,519			18,606			22,087
Income tax expense		10,258			7,653			7,523			9,072
Net income	$	15,102		$	10,866		$	11,083		$	13,015
Basic net income per share	$	0.47		$	0.38		$	0.36		$	0.46
Diluted net income per share	$	0.45		$	0.37		$	0.35		$	0.45
Weighted average shares outstanding—Basic		32,241,868			28,491,600			30,780,294			28,498,473
Weighted average shares outstanding—Diluted		33,424,055			29,186,475			31,880,811			29,193,348
HHGREGG, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED INCOME STATEMENTS (AS A PERCENTAGE OF NET SALES) (UNAUDITED)
	Three Months Ended						Nine Months Ended
	December 31, 2007			December 31, 2006			December 31, 2007			December 31, 2006
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of goods sold		69.5			70.3			69.2			69.3
Gross profit		30.5			29.7			30.8			30.7
Selling, general and administrative expenses		19.0			18.7			21.2			21.7
Net advertising expense		4.3			4.2			4.3			4.4
Income from operations		7.2			6.8			5.3			4.5
Other expense (income):
Interest expense		0.7			1.3			0.9			1.8
Interest income		—			—			—			—
Loss (gain) related to early extinguishment of debt		—			—			2.3			(0.1	)
Total other expense		0.7			1.3			3.3			1.7
Income before income taxes		6.5			5.5			2.0			2.8
Income tax expense		2.6			2.3			0.8			1.2
Net income		3.9	%		3.2	%		1.2	%		1.7	%

Certain percentage amounts do not sum due to rounding

HHGREGG, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	December 31, 2007			March 31, 2007			December 31, 2006
	(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	3,317		$	1,498		$	3,219
Accounts receivable – trade, less allowances of $377, $409 and $617, respectively		11,715			10,641			22,091
Accounts receivable – other, less allowances of $74, $16 and $72, respectively		17,786			11,203			13,971
Merchandise inventories		176,570			113,602			128,634
Prepaid expenses and other current assets		3,468			7,239			4,333
Deferred income taxes		2,626			1,574			1,882
Total current assets		215,482			145,757			174,130
Net property and equipment		66,223			52,129			52,250
Deferred financing costs, net		3,705			6,342			7,933
Deferred income taxes		86,169			85,891			87,208
Other		280			406			1,059
		156,377			144,768			148,450
Total assets	$	371,859		$	290,525		$	322,580
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	116,150		$	73,973		$	79,311
Current maturities of long-term debt		1,000			—			—
Customer deposits		19,303			16,958			18,560
Accrued liabilities		47,996			36,325			39,896
Total current liabilities		184,449			127,256			137,767
Long-term liabilities:
Long-term debt, net of current maturities		101,858			134,459			163,122
Other long-term liabilities		14,113			12,517			13,827
Total long–term liabilities		115,971			146,976			176,949
Total liabilities		300,420			274,232			314,716
Stockholders’ equity:
Preferred stock; no par value; 10,000,000 shares authorized; no shares issued and outstanding as of December 31, 2007, March 31, 2007 and December 31, 2006		—			—			—
Common stock; no par value; 52,500,000 shares authorized; 32,244,267, 28,491,600 and 28,491,600 shares issued and outstanding as of December 31, 2007, March 31, 2007 and December 31, 2006, respectively		158,539			113,909			113,823
Other comprehensive loss		(594	)		—			—
Accumulated deficit		(86,318	)		(97,401	)		(105,744	)
		71,627			16,508			8,079
Note receivable for common stock		(188	)		(215	)		(215	)
Total stockholders’ equity		71,439			16,293			7,864
Total liabilities and stockholders’ equity	$	371,859		$	290,525		$	322,580

HHGREGG, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended
	December 31, 2007			December 31, 2006
	(In thousands)
Operating activities:
Net income	$	11,083		$	13,015
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,169			8,981
Amortization of deferred financing costs		665			1,158
Accretion of original issue discount		188			380
Stock-based compensation		1,274			104
Loss on disposal of assets		25			76
Loss (gain) on early extinguishment of debt		21,695			(440	)
Deferred income taxes		(934	)		8,992
Changes in operating assets and liabilities:
Accounts receivable – trade		(1,074	)		(15,067	)
Accounts receivable – other		(6,580	)		(5,162	)
Merchandise inventories		(62,968	)		(29,827	)
Prepaid expenses and other assets		381			401
Deposits		3,516			2,088
Accounts payable – third parties		—			(1,462	)
Accounts payable – vendors		13,521			25,405
Customer deposits		2,345			3,648
Other accrued liabilities		11,671			7,947
Other long–term liabilities		(1,070	)		3,488
Net cash provided by operating activities		2,907			23,725
Investing activities:
Purchases of property and equipment		(25,361	)		(13,190	)
Proceeds from sale and leaseback transaction		2,300			2,725
Deposit on future sale and leaseback transaction		1,400			1,854
Proceeds from sales of property and equipment		64			197
Net cash used in investing activities		(21,597	)		(8,414	)
Financing activities:
Proceeds from issuance of common stock		48,750			—
Transaction costs for stock issuance		(5,410	)		—
Repurchase of stock previously issued		—			(105	)
Payments received on notes receivable for issuance of common stock		27			4
Proceeds from exercise of stock options		12			—
Net increase in bank overdrafts		28,642			38
Payment on notes payable		(500	)		—
Payment of financing costs		(2,930	)		—
Proceeds from issuance of term loan		100,000			—
Payment for early debt extinguishment		(148,082	)		(14,330	)
Net cash provided by (used in) financing activities		20,509			(14,393	)
Net increase in cash and cash equivalents		1,819			918
Cash and cash equivalents:
Beginning of period		1,498			2,301
End of period	$	3,317		$	3,219
Supplemental disclosure of cash flow information:
Interest paid	$	7,728		$	8,730
Income taxes paid		6,881			92

HHGREGG, INC. AND SUBSIDIARIES

NON-GAAP RECONCILIATION OF NET INCOME, AS ADJUSTED AND

DILUTED NET INCOME PER SHARE, AS ADJUSTED

(UNAUDITED)

	Three Months Ended December 31,					Nine Months Ended December 31,
	2007		2006			2007			2006
(Amounts in thousands, except share data)
Net income as reported	$	15,102	$	10,866		$	11,083		$	13,015
Transactional Adjustments:
(Gain) / loss related to early extinguishment of debt		—		(145	)		21,695			(440	)
Tax impact of effect of early extinguishment of debt (1)		—		58			(8,678	)		176
Net income, as adjusted	$	15,102	$	10,779		$	24,100		$	12,751
Weighted Average Shares Outstanding – Diluted		33,424,055		29,186,475			31,880,811			29,193,348
Diluted net income per share	$	0.45	$	0.37		$	0.35		$	0.45
Diluted net income per share, as adjusted	$	0.45	$	0.37		$	0.76		$	0.44

⁽¹⁾ Computed using a blended statutory rate of 40%.