10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to         

Commission file number 001-33600

hhgregg, Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-8819207
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4151 East 96th Street Indianapolis, IN	46240
(Address of principal executive offices)	(Zip Code)

(317) 848-8710

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated Filer	ý
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    ý  No

The number of shares of hhgregg, Inc.’s common stock outstanding as of July 29, 2013 was 30,957,240.

HHGREGG, INC. AND SUBSIDIARIES

Report on Form 10-Q

For the Quarter Ended June 30, 2013

		Page
Part I. Financial Information
Item 1.	Condensed Consolidated Financial Statements (unaudited):
	Condensed Consolidated Statements of Operations for the Three Months Ended June 30, 2013 and 2012	3
	Condensed Consolidated Balance Sheets as of June 30, 2013 and March 31, 2013	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2013 and 2012	5
	Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended June 30, 2013	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4.	Controls and Procedures	20
Part II. Other Information
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 5.	Other Information	22
Item 6.	Exhibits	23
Signatures		24

Part I. Financial Information

ITEM 1. Condensed Consolidated Financial Statements

HHGREGG, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
	June 30, 2013			June 30, 2012
	(In thousands, except share and per share data)
Net sales	$	524,922		$	489,856
Cost of goods sold	370,157			343,197
Gross profit	154,765			146,659
Selling, general and administrative expenses	119,309			118,773
Net advertising expense	25,896			27,616
Depreciation and amortization expense	11,038			9,414
Loss from operations	(1,478		)	(9,144		)
Other expense (income):
Interest expense	604			478
Interest income	(5		)	(2		)
Total other expense	599			476
Loss before income taxes	(2,077		)	(9,620		)
Income tax benefit	(817		)	(3,920		)
Net loss	$	(1,260	)	$	(5,700	)
Net loss per share
Basic	$	(0.04	)	$	(0.16	)
Diluted	$	(0.04	)	$	(0.16	)
Weighted average shares outstanding-basic	31,263,226			36,138,688
Weighted average shares outstanding-diluted	31,263,226			36,138,688

See accompanying notes to condensed consolidated financial statements.

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HHGREGG, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30, 2013			March 31, 2013
	(In thousands, except share data)
Assets
Current assets:
Cash and cash equivalents	$	23,120		$	48,592
Accounts receivable—trade, less allowances of $33 and $1 as of June 30, 2013 and March 31, 2013, respectively	37,408			24,271
Accounts receivable—other	18,261			18,748
Merchandise inventories, net	349,509			315,562
Prepaid expenses and other current assets	5,825			5,567
Income tax receivable	2,645			1,414
Deferred income taxes	6,471			5,758
Total current assets	443,239			419,912
Net property and equipment	212,816			217,911
Deferred financing costs, net	1,826			1,992
Deferred income taxes	35,318			35,252
Other assets	1,340			1,354
Total long-term assets	251,300			256,509
Total assets	$	694,539		$	676,421
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	166,352		$	150,333
Customer deposits	46,559			38,042
Accrued liabilities	54,866			49,422
Income tax payable	—			2,145
Total current liabilities	267,777			239,942
Long-term liabilities:
Deferred rent	76,704			77,777
Other long-term liabilities	11,382			12,044
Total long-term liabilities	88,086			89,821
Total liabilities	355,863			329,763
Stockholders’ equity:
Preferred stock, par value $.0001; 10,000,000 shares authorized; no shares issued and outstanding as of June 30, 2013 and March 31, 2013, respectively	—			—
Common stock, par value $.0001; 150,000,000 shares authorized; 40,827,899 and 40,640,743 shares issued; and 30,957,240 and 31,468,453 outstanding as of June 30, 2013 and March 31, 2013, respectively	4			4
Additional paid-in capital	291,395			287,806
Retained earnings	153,390			154,650
Common stock held in treasury at cost, 9,870,659 and 9,172,290 shares as of June 30, 2013 and March 31, 2013, respectively	(106,113		)	(95,802		)
Total stockholders’ equity	338,676			346,658
Total liabilities and stockholders’ equity	$	694,539		$	676,421

See accompanying notes to condensed consolidated financial statements.

4

HHGREGG, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
	June 30, 2013			June 30, 2012
	(In thousands)
Cash flows from operating activities:
Net loss	$	(1,260	)	$	(5,700	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	11,038			9,414
Amortization of deferred financing costs	166			166
Stock-based compensation	1,452			1,694
Excess tax deficiency (benefit) from stock based compensation	37			(546		)
Gain on sales of property and equipment	—			(76		)
Deferred income taxes	(779		)	741
Tenant allowances received from landlords	555			1,984
Changes in operating assets and liabilities:
Accounts receivable—trade	(13,137		)	(9,136		)
Accounts receivable—other	505			(2,801		)
Merchandise inventories	(33,947		)	(44,483		)
Income tax receivable	(1,268		)	(12,101		)
Prepaid expenses and other assets	(244		)	730
Accounts payable	10,193			2,235
Customer deposits	8,517			7,246
Income tax payable	(2,145		)	—
Accrued liabilities	5,444			3,150
Deferred rent	(1,646		)	(1,404		)
Other long-term liabilities	(662		)	30
Net cash used in operating activities	(17,181		)	(48,857		)
Cash flows from investing activities:
Purchases of property and equipment	(5,360		)	(15,221		)
Proceeds from sales of property and equipment	—			17
Net cash used in investing activities	(5,360		)	(15,204		)
Cash flows from financing activities:
Purchases of treasury stock	(10,311		)	(11,195		)
Proceeds from exercise of stock options	2,174			3,805
Excess tax (deficiency) benefit from stock-based compensation	(37		)	546
Net (decrease) increase in bank overdrafts	(8,400		)	4,824
Net borrowings on inventory financing facility	13,643			11,126
Net cash (used in) provided by financing activities	(2,931		)	9,106
Net decrease in cash and cash equivalents	(25,472		)	(54,955		)
Cash and cash equivalents
Beginning of period	48,592			59,244
End of period	$	23,120		$	4,289
Supplemental disclosure of cash flow information:
Interest paid	$	428		$	29
Income taxes paid	$	3,375		$	6,894
Capital expenditures included in accounts payable	$	2,074		$	5,294

See accompanying notes to condensed consolidated financial statements.

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HHGREGG, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Stockholders’ Equity

Three Months EndedJune 30, 2013

(Dollars in thousands)

	Common Shares		Preferred Stock		Common Stock		Additional Paid-in Capital			Retained Earnings			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 loss										(1,260		)				(1,260		)
Exercise of stock options and vesting of RSUs	187,156		—		—		2,174			—			—			2,174
Stock compensation expense	—		—		—		1,452			—			—			1,452
Excess tax deficiency from stock-based compensation, net	—		—		—		(37		)	—			—			(37		)
Repurchase of common stock	(698,369	)	—		—		—			—			(10,311		)	(10,311		)
Balance at June 30, 2013	30,957,240		$	—	$	4	$	291,395		$	153,390		$	(106,113	)	$	338,676

See accompanying notes to condensed consolidated financial statements.

6

HHGREGG, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(1) Summary of Significant Accounting Policies

Description of Business

hhgregg, Inc. (the “Company” or “hhgregg”) is a specialty retailer of home appliances, televisions, computers, consumer electronics, home entertainment furniture, mattresses, fitness equipment and related services operating under the name hhgregg^™. As of June 30, 2013, the Company had 228 stores located in Alabama, Delaware, Florida, Georgia, Illinois, Indiana, Kentucky, Louisiana, Maryland, Mississippi, Missouri, New Jersey, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia, West Virginia, and Wisconsin. The Company operates in one reportable segment.

Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, these unaudited condensed consolidated financial statements reflect all necessary adjustments, which are of a normal recurring nature, for a fair presentation of such data. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of hhgregg and the notes thereto for the fiscal year ended March 31, 2013, included in the Company’s Annual Report on Form 10-K filed with the SEC on May 20, 2013.

The consolidated results of operations, financial position and cash flows for interim periods are not necessarily indicative of those to be expected for a full year. The Company has made a number of estimates and assumptions relating to the assets and liabilities and the reporting of sales and expenses to prepare these unaudited condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of hhgregg and its wholly-owned subsidiary, Gregg Appliances, Inc. (“Gregg Appliances”). Gregg Appliances has a wholly-owned subsidiary, HHG Distributing LLC (“HHG Distributing”), which has no assets or operations.

(2) Fair Value Measurements

The carrying amounts of cash and cash equivalents, accounts receivable—trade, accounts receivable—other, accounts payable and customer deposits approximate fair value because of the short maturity of these instruments. Any outstanding amount on the Company’s line of credit approximates fair value as the interest rate is market based.

(3) Property and Equipment

Property and equipment consisted of the following at June 30, 2013 and March 31, 2013 (in thousands):

	June 30, 2013			March 31, 2013
Machinery and equipment	$	25,950		$	25,328
Store fixtures and furniture	177,203			175,659
Vehicles	2,269			2,269
Signs	19,266			19,163
Leasehold improvements	174,543			172,952
Construction in progress	8,151			5,995
	407,382			401,366
Less accumulated depreciation and amortization	(194,566		)	(183,455		)
Net property and equipment	$	212,816		$	217,911

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(4) Net Loss per Share

Net loss per basic and diluted share is calculated based on the weighted-average number of outstanding common shares. When the Company reports net income, the calculation of net income per diluted share excludes shares underlying outstanding stock options and restricted stock units with exercise prices that exceed the average market price of the Company’s common stock for the period and certain options and restricted stock units with unrecognized compensation cost, as the effect would be antidilutive. Potential dilutive common shares are composed of shares of common stock issuable upon the exercise of stock options and restricted stock units. For the three months ended June 30, 2013 and 2012, the diluted loss per common share calculation represents the weighted average common shares outstanding with no additional dilutive shares as the Company incurred a net loss for the respective periods.

The following table presents net loss per basic and diluted share for the three months ended June 30, 2013 and 2012 (in thousands, except share and per share amounts):

	Three Months Ended
	June 30, 2013			June 30, 2012
Net loss (A)	$	(1,260	)	$	(5,700	)
Weighted average outstanding shares of common stock (B)	31,263,226			36,138,688
Dilutive effect of employee stock options and restricted stock units	—			—
Common stock and potential dilutive common shares (C)	31,263,226			36,138,688
Net loss per share:
Basic (A/B)	$	(0.04	)	$	(0.16	)
Diluted (A/C)	$	(0.04	)	$	(0.16	)

Antidilutive shares not included in the net loss per diluted share calculation for the three months ended June 30, 2013 and 2012 were 2,006,645 and 3,853,581, respectively.

(5) Inventories

Net merchandise inventories consisted of the following at June 30, 2013 and March 31, 2013 (in thousands):

	June 30, 2013		March 31, 2013
Appliances	$	148,346	$	120,972
Consumer electronics	140,487		126,019
Computing and wireless	37,436		46,020
Home products	23,240		22,551
Net merchandise inventory	$	349,509	$	315,562

(6) Debt

A summary of debt at June 30, 2013 and March 31, 2013 is as follows (in thousands):

	June 30, 2013		March 31, 2013
Revolving Credit Facility	$	—	$	—

The capacity for borrowings under the Company’s Revolving Credit Facility is $300 million, subject to borrowing base availability. The facility expires on March 29, 2016.

Interest on borrowings (other than Eurodollar rate borrowings) is payable monthly at a fluctuating rate based on the bank’s prime rate or LIBOR plus an applicable margin. Interest on Eurodollar rate borrowings is payable on the last day of each “interest period” applicable to such borrowing or on the three month anniversary of the beginning of such “interest period” for interest periods greater than three months. The unused line rate is determined based on the amount of the daily average of the outstanding borrowings for the immediately preceding calendar quarter period (the “Daily Average”). For a Daily Average greater than or equal to 50% of the defined borrowing base, the unused line rate is 0.375%. For a Daily Average less than 50% of the defined borrowing base, the unused line rate is 0.50%. The Revolving Credit Facility is guaranteed by Gregg Appliances’

8

wholly-owned subsidiary, HHG Distributing, which has no assets or operations. The guarantee is full and unconditional and Gregg Appliances has no other subsidiaries.

Pursuant to the Revolving Credit Facility, the borrowing base is equal to the sum of (i) the lesser of (a) 90% of the net orderly liquidation value of all eligible inventory of Gregg Appliances or (b) 75% of the net book value of such eligible inventory and (ii) 90% of all commercial and credit card receivables of Gregg Appliances, in each case subject to customary reserves and eligibility criteria.

Under the Revolving Credit Facility, Gregg Appliances is not required to comply with any financial maintenance covenant unless “excess availability” is less than the greater of (i) 10.0% of the lesser of (A) the defined borrowing base or (B) the defined maximum credit or (ii) $20.0 million during the continuance of which event Gregg Appliances is subject to compliance with a fixed charge coverage ratio of 1.0 to 1.0.

Pursuant to the Revolving Credit Facility, if Gregg Appliances has “excess availability” of less than 12.5% of the lesser of (A) the defined borrowing base or (B) the defined maximum credit, it may, in certain circumstances more specifically described in the Revolving Credit Facility, become subject to cash dominion control.

The Revolving Credit Facility places limitations on the ability of Gregg Appliances to, among other things, incur debt, create other liens on its assets, make investments, sell assets, pay dividends, undertake transactions with affiliates, enter into merger transactions, enter into unrelated businesses, open collateral locations outside of the United States, or enter into consignment assignments or floor plan financing arrangements. The Revolving Credit Facility also contains various customary representations and warranties, financial and collateral reporting requirements and other affirmative and negative covenants. Gregg Appliances was in compliance with the restrictions and covenants in the Revolving Credit Facility at June 30, 2013.

As of June 30, 2013 and March 31, 2013, Gregg Appliances had no borrowings outstanding under the Revolving Credit Facility. As of June 30, 2013 and March 31, 2013, Gregg Appliances had $4.9 million of letters of credit outstanding, which expire through December 31, 2013. The total borrowing availability under the Revolving Credit Facility was $220.8 million and $189.8 million as of June 30, 2013 and March 31, 2013, respectively. The interest rate based on the bank’s prime rate as of June 30, 2013 and March 31, 2013 was 4.25%.

(7) Stock-based Compensation

Stock Options

On April 2, 2013, the Company's Board of Directors approved a one-time voluntary stock option exchange program (the "Offer") as amended on April 17, 2013. On April 2, 2013, the Company commenced the Offer, which allowed employees to surrender all outstanding and unexercised stock options, whether vested or unvested, that were granted subsequent to July 18, 2007, (the “Eligible Options”) in a one-for-one exchange for new options (the “New Options”). Under the Offer, employees who chose to participate would receive New Options with an exercise price per share equal to the greater of (a) $10.00 or (b) the closing price of the Company's Common Stock as reported on the New York Stock Exchange on the new option grant date. Additionally, the Offer did not allow partial tenders of any one particular option grant, however employees could choose to exchange some but not all Eligible Option grants held by any optionee. Options granted prior to July 19, 2007 were not eligible for exchange.

The Exchange Offer expired on April 30, 2013. Pursuant to the Exchange Offer, a total of 58 eligible participants tendered and the Company accepted for cancellation, options to purchase an aggregate of 898,665 shares of the Company's common stock. The eligible stock options that were accepted for cancellation represented approximately 31% of the options eligible for participation in the Exchange Offer. Pursuant to the terms and conditions of the Amended Exchange Offer, on May 1, 2013, the Company issued 898,665 stock options in exchange for the tendered stock options. The Company will recognize the incremental expense resulting from this exchange, aggregating $1.4 million, over the three-year vesting period in accordance with the Exchange Offer.

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The following table summarizes the activity under the Company’s Stock Option Plans for the three months ended June 30, 2013:

	Number of Options Outstanding		Weighted Average Exercise Price per Share
Outstanding at March 31, 2013	3,322,462		$	15.81
Granted	1,704,805		13.92
Exercised	(187,156	)	11.62
Canceled	(905,331	)	22.97
Expired	(15,668	)	21.56
Outstanding at June 30, 2013	3,919,112		$	13.50

During the three months ended June 30, 2013, the Company granted options for 1,704,805 shares of common stock under the 2007 Equity Incentive Plan to certain employees and directors of the Company. The options vest in equal amounts over a three-year period beginning on the first anniversary of the date of grant and expire 7 years from the date of the grant. The fair value of each option grant is estimated on the date of grant and is amortized on a straight-line basis over the vesting period.

The weighted-average estimated fair value of options granted to employees and directors under the 2007 Equity Incentive Plan was $7.05 during the three months ended June 30, 2013, using the Black-Scholes model with the following weighted average assumptions:

Risk-free interest rate	0.58% - 0.90
Dividend yield	—
Expected volatility	63.2	%
Expected life of the options (years)	4.5
Forfeitures	7.20	%

Time Vested Restricted Stock Units

During the three months ended June 30, 2013, the Company granted 27,237 time vested restricted stock units (“RSUs”) under the 2007 Equity Incentive Plan to certain directors of the Company. The RSUs vest three years from the date of grant. Upon vesting, the outstanding number of RSUs will be converted into shares of common stock. RSUs are forfeited if they have not vested before the employment of the participant terminates for any reason other than death or total permanent disability or certain other circumstances as described in such participant’s RSU agreement. Upon death or disability, the participant is entitled to receive a portion of the award based upon the period of time lapsed between the date of grant of the RSU and the termination of employment. The fair value of RSU awards is based on the Company’s stock price at the close of the market on the date of grant. The weighted average grant date fair value for the RSUs issued during the three months ended June 30, 2013 was $14.32.

The following table summarizes RSU vesting activity for the three months ended June 30, 2013:

Nonvested RSU’s	Shares	Weighted Average Grant-Date Fair Value
Nonvested at March 31, 2013	155,600	$	12.38
Granted	27,237	14.32
Vested	—	—
Forfeited	—	—
Nonvested at June 30, 2013	182,837	$	12.67

(8) Stockholders’ Equity

The Company filed a universal shelf registration statement which was declared effective on July 3, 2013, registering $300 million principal amount of its securities, which may be sold by hhgregg under such registration statement at any time. Each of Gregg Appliances and HHG Distributing were additional registrants to the shelf registration statement because each may

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guarantee any debt securities that are issued by hhgregg under the shelf registration statement. Gregg Appliances and HHG Distributing are exempt from reporting under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 12h-5 under the Exchange Act as: (i) hhgregg has no independent assets or operations; (ii) any guarantees of the subsidiary guarantors of debt securities issued under the shelf registration statement are full and unconditional and joint and several; and (iii) there are no subsidiaries of hhgregg other than Gregg Appliances and HHG Distributing.

(9) Share Repurchase Program

On May 16, 2013, the Company’s Board of Directors authorized a new share repurchase program, which became effective on May 22, 2013, (the “May 2013 Program”) allowing the Company to repurchase up to $50 million of its common stock. The share repurchase program allows the Company to purchase its common stock on the open market or in privately negotiated transactions in accordance with applicable laws and regulations, and expires on May 22, 2014. The previous share repurchase program expired on May 21, 2013.

The following table shows the number and cost of shares repurchased during the three months ended June 30, 2013 and 2012, respectively ($ in thousands):

	Three Months Ended
	June 30, 2013		June 30, 2012
May 2013 Program
Number of shares repurchased	698,369		—
Cost of shares repurchased	$	10,311	$	—
May 2012 Program
Number of shares repurchased	—		1,076,074
Cost of shares repurchased	$	—	$	11,195

As of June 30, 2013, the Company had $39.7 million remaining under the May 2013 Program. The repurchased shares are classified as treasury stock within stockholders’ equity in the accompanying condensed consolidated balance sheets.

(10) Subsequent Events

On July 29, 2013, Gregg Appliances entered into Amendment No. 1 to the Amended and Restated Loan and Security Agreement (the “Amended Facility”). The Amended Facility increased the maximum credit available from $300 million to $400 million, subject to borrowing base availability, and extended the term of the facility to July 29, 2018.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in five sections:

• Overview

• Critical Accounting Polices

• Results of Operations

• Liquidity and Capital Resources

• Contractual Obligations

Our MD&A should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes contained herein and the Consolidated Financial Statements for the fiscal year ended March 31, 2013, included in our latest Annual Report on Form 10-K, as filed with the SEC on May 20, 2013.

Overview

hhgregg, Inc. is a specialty retailer of home appliances, televisions, computers, consumer electronics, home entertainment furniture, mattresses, fitness equipment and related services operating under the name hhgregg^™. As of June 30, 2013, we operated 228 stores in Alabama, Delaware, Florida, Georgia, Illinois, Indiana, Kentucky, Louisiana, Maryland, Mississippi, Missouri, New Jersey, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia, West Virginia, and Wisconsin. References to fiscal years in this report relate to the respective 12 month period ended March 31. Our 2014 fiscal year is the 12 month period ending on March 31, 2014.

Throughout our MD&A, we refer to comparable store sales. Comparable store sales is 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 e-commerce site. The method of calculating comparable store sales varies across the retail industry, and our method of calculating comparable store sales may not be the same as other retailers’ methods.

This overview section is divided into four sub-sections discussing our operating strategy and performance, store development strategy, business strategy and core philosophies and seasonality.

Operating Strategy and Performance. We focus the majority of our floor space, advertising expense and distribution infrastructure on the marketing, delivery and installation of a wide selection of premium appliance and consumer electronics products. We display nearly 350 models of major appliances and 100 models of flat panel televisions in our stores with a broad assortment of models in the middle- to upper-end of product price ranges. Appliance and consumer electronics sales comprised 86% and 89% of our net sales mix for the three months ended June 30, 2013 and 2012, respectively.

We strive to differentiate ourselves through our customer purchase experience starting with a highly-trained, consultative commissioned sales force which educates our customers on the features and benefits of our products, followed by rapid product delivery and installation, and ending with post-sales support services. We carefully monitor our competition to ensure that our prices are competitive in the market place. Our experience has been that informed customers often choose to buy a more heavily-featured product once they understand the applicability and benefits of its features. Heavily-featured products typically carry higher average selling prices and higher margins than less-featured, entry-level price point products.

In response to the declines in our overall comparable store sales largely resulting from the performance of the consumer electronics category, we have developed three major initiatives for fiscal 2014, to reshape our sales mix, expand our base of customers and enhance our service offerings.

Our first initiative for fiscal 2014 is to reshape our sales mix through a continued increase in focus on the appliance category as well as the introduction of new products and categories. Our sales in the appliance category have increased on a comparative basis over the past eight quarters, and we have continued to gain market share in our markets. To maintain this growth, we plan to continue to place greater emphasis on appliances in our marketing strategies and continue to improve on our service offerings within the appliance category. We will also focus on increasing our average sales price through the promotion of kitchen packages. We also plan to increase our sales in this category through the promotion of hhgregg rebate gift card incentives for customers to use on future purchases. We expect that as the U.S. housing market and general economy continues to improve, as indicated by June 2013 U.S. Housing Start-Up's experiencing a 18% increase for the quarterly period ended June 30, 2013 over the prior year comparable period, the appliance industry will experience increases in demand. Additionally, during fiscal 2013, we tested and launched new products and categories, including home entertainment furniture and home

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fitness products. Based on the success of testing an expanded furniture assortment, we plan to rollout an expanded offering of furniture chain wide by Labor Day. Additionally, we expect to rollout new mid-price product offerings of bedding and fitness equipment. The consumer electronics category will continue to be an important category for us, but our emphasis will be on larger screen sizes of televisions and areas of the consumer electronics category that we believe we can add value to the sale with our sales force. Within the consumer electronics category, we plan to improve our balance of gross profit and market share through positioning our new assortment strategy. Our ultimate goal of reshaping our sales mix is to lift the average unit volumes of our stores.

Our second initiative for fiscal 2014 is to expand our customer base through increased credit offerings, creating a new advertising campaign and focusing greater attention on promoting compelling offers of consumer electronics to drive traffic to our stores. Over the past 12 months, our non-recourse private label credit card penetration has increased 440 basis points to 34%. We continue to encourage the use of the card, not only through in store payment options, but through offers such as our 5% discount on qualifying purchases. In addition to our private label credit card, we also plan to roll out "lease to own" options through a third party provider to the majority of our stores by the end of the second fiscal quarter of fiscal 2014. This will allow us to offer credit offerings to customers who historically had been turned down for credit through our private label card. Additionally, we plan to test a seamless secondary finance offering for the lower-middle income consumer. We believe that enhancing our credit offerings will generate greater brand loyalty, higher average sales per transaction, increased premium service plan sales, and better serve our customers. To supplement our initiatives to expand our customer base we selected a new advertising agency to assist us in delivering the marketing messages necessary to execute on our initiatives. We plan to launch a new advertising campaign during the second fiscal quarter of 2014. We also plan to utilize innovations in consumer electronics to drive additional customer traffic.

Our third initiative for fiscal 2014 is to enhance our service offerings, with particular emphasis on our website capabilities. By partnering with a third party, we expect to more than double our product assortment online through an expanded aisle concept by carrying products online that are not available in stores. We also plan to update our mobile commerce site by allowing greater functionality, including transacting through the site. Additionally, we plan to enhance the in-store customer experience by implementing a new point of sale system, which will not only have new capabilities, but expedite the check-out process to decrease the time to complete a sale. We also plan to continue to improve our customer service by raising the standards of execution by our sales team members. Along with additional training, we will also be adding tablet technology to our delivery drivers enabling greater communication between the delivery driver and customer. We believe this will continue to differentiate us in our commitment to be best-in-class in home delivery and installation.

Store Development Strategy. Over the past several years, we have adhered closely to a development strategy of adding stores to metropolitan markets in clusters to achieve rapid market share penetration and more efficiently leverage our distribution network, advertising and regional management costs. Our expansion plans include looking for new markets where we believe there is significant underlying demand for stores, typically in areas that have historically demonstrated above-average economic growth, strong household incomes and growth in new housing starts and/or remodeling activity. Our markets typically include most or all of our major competitors. We plan to continue to follow our approach of building store density in each major market and distribution area, which in the past has helped us to improve our market share and realize operating efficiencies.

Our near term expectations for the current fiscal year will be to significantly slow our store growth and shift the balance of our focus to sales and profit productivity in our existing store base. We plan to focus our energy and investments on enhancing our store productivity within our existing markets through growth in both new and existing businesses, as well as increasing our focus on large deliverable home products, along with growing our competencies with our e-commerce platform.

In the three months ended June 30, 2013, we relocated one store and began construction for three stores relocating in the second fiscal quarter.

Business Strategy and Core Philosophies. Our business strategy is focused around offering our customers a superior customer purchase experience. From the time the customers walk in the door, they experience a well-designed, customer-friendly store. Our stores are brightly lit and have clearly distinguished departments that allow our customers to find what they are looking for. We greet and assist our customers with our highly-trained consultative sales force, who educate the customers about the different product features.

We believe our products are rich in features and innovation. We believe that customers find it helpful to have someone explain the features and benefits of a product as this assistance allows them the opportunity to buy the product that most closely matches their needs. We focus our product assortment on big box items requiring in-home delivery and installation in order to utilize our service offerings. We follow up on the customer purchase experience by offering next-day delivery on many of our products and in-home installation service.

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While we believe many of our product offerings are considered essential items by our customers, other products and certain features are viewed as discretionary purchases. As a result, our results of operations are susceptible to a challenging macro-economic environment. Factors such as changes in consumer confidence, unemployment, consumer credit availability and the condition of the housing market have negatively impacted our core product categories and added volatility to our overall business. As consumers show a more cautious approach to purchases of discretionary items, customer traffic and spending patterns continue to be difficult to predict. By providing a knowledgeable consultative sales force, delivery capabilities, credit offerings and expanded product offerings, we believe we offer our customers a differentiated value proposition.

Retail appliance sales are correlated to the housing industry and housing turnover. As more people purchase existing homes in the market, appliance sales tend to trend upward. Conversely, when demand in the housing market declines, appliance sales are also negatively impacted. The appliance industry has benefited from increased innovation in energy efficient products. While these energy efficient products typically carry a higher average selling price than traditional products, they save the consumer significant dollars in annual energy savings. Average unit selling prices of major appliances are not expected to change dramatically in the foreseeable future.

The consumer electronics industry depends on new product innovations to drive sales and profitability. Innovative, heavily-featured products are typically introduced at relatively high price points. Over time, price points are gradually reduced to drive consumption. Accordingly, there has been consistent price compression in flat panel televisions for equivalent screen sizes in recent years. As new technology has not been sufficient to keep demand constant, the industry has seen falling demand, gross margin rate declines, and average selling price declines. Over the past few months, we have proactively shifted our focus towards larger screen sizes with higher profit margins, which has resulted in lost market share in the consumer electronics category, as we offered fewer smaller screen size televisions. Other consumer electronics categories have also experienced significant demand pressure. Cameras, camcorders, mp3 players, and GPS devices have been largely replaced by the use of smart phones. As such, we continue to shift our product mix away from these categories and into the computing and wireless category. In future years, we will continue to evaluate our mix of product offerings in the consumer electronics category to maximize profit margins without significant loss of market share, while also featuring key opening price points to drive traffic.

The computing and wireless product category drives traffic into our stores. As a result, we plan to continue to enhance our offerings of such products. We have fully rolled out the offering of Apple iPod and Apple iPad products to all stores.

In addition to testing new products in existing categories, we have also expanded our product assortment within the home products category, which fit our core competencies, including home entertainment furniture and fitness equipment. We will continue to refine our assortment in this category as we learn more about their success in our stores.

We are also testing additional credit offerings for our consumers. As over one-third of our sales today are transacted on the hhgregg private label credit card, we want to expand our consumer base to allow new consumers to shop in our stores. We expect to add a "lease to own" program through a third party provider to a majority of our stores by the end of the fiscal second quarter of 2014, and expect to test a secondary financing offer for the lower-middle income consumer. We expect these programs will be non-recourse to the Company through the use of third party solutions.

Seasonality. Our business is seasonal, with a higher portion of net sales and operating profit realized during the quarter that ends December 31 due to the overall demand for consumer electronics during the holiday shopping season. Appliance revenue is impacted by seasonal weather patterns, but is less seasonal than our consumer electronics business and helps to offset the seasonality of our overall business.

Critical Accounting Policies

We describe our critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended March 31, 2013 in our latest Annual Report on Form 10-K filed with the SEC on May 20, 2013. There have been no significant changes in our critical accounting policies and estimates since the end of fiscal 2013.

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Results of Operations

Operating Performance. The following table presents selected unaudited condensed consolidated financial data (in thousands, except share amounts, per share amounts, and store count data):

	Three Months Ended
	June 30,
(unaudited)	2013			2012
Net sales	$	524,922		$	489,856
Net sales % increase	7.2		%	13.5		%
Comparable store sales % increase (decrease) (1)	0.8		%	(5.1		)%
Gross profit as a % of net sales	29.5		%	29.9		%
SG&A as a % of net sales	22.7		%	24.3		%
Net advertising expense as a % of net sales	4.9		%	5.6		%
Depreciation and amortization expense as a % of net sales	2.1		%	1.9		%
Loss from operations as a % of net sales	(0.3		)%	(1.9		)%
Net interest expense as a % of net sales	0.1		%	0.1		%
Net loss	$	(1,260	)	$	(5,700	)
Net loss per diluted share	$	(0.04	)	$	(0.16	)
Weighted average shares outstanding—diluted	31,263,226			36,138,688
Number of stores open at the end of period	228			210

⁽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 e-commerce site.

Net loss was $1.3 million for the three months ended June 30, 2013, or $0.04 per diluted share, compared with a net loss of $5.7 million, or $0.16 per diluted share, for the comparable prior year period. The decrease in net loss for the three month period ended June 30, 2013 was largely due to a comparable store sales increase of 0.8%, a decrease in SG&A as a percentage of net sales and a decrease in net advertising expense as a percentage of net sales, offset by a decrease in gross profit as a percentage of net sales.

Net sales for the three months ended June 30, 2013increased7.2% to $524.9 million from $489.9 million in the comparable prior year period. The increase in net sales for the three month period was the result of a comparable store sales increase of 0.8% and the net addition of 18 stores during the past 12 months.

Net sales mix and comparable store sales percentage changes by product category for the three months ended June 30, 2013 and 2012 were as follows:

	Net Sales Mix Summary				Comparable Store Sales Summary
	Three Months Ended June 30,				Three Months Ended June 30,
	2013		2012		2013		2012
Appliances	52	%	49	%	7.5	%	6.3	%
Consumer electronics (1)	34	%	40	%	(15.0	)%	(18.0	)%
Computing and wireless (2)	9	%	9	%	13.2	%	8.3	%
Home products (3)	5	%	2	%	84.5	%	(6.8	)%
Total	100	%	100	%	0.8	%	(5.1	)%

⁽¹⁾ Primarily consists of accessories, audio, personal electronics and televisions.

⁽²⁾ Primarily consists of computers, mobile phones and tablets.

⁽³⁾ Primarily consists of fitness equipment, furniture and mattresses.

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The increase in comparable store sales for the three months ended June 30, 2013 was driven primarily by an increase in comparable store sales in the appliances, computing and wireless and home products categories, partially offset by a decline in the consumer electronics category. The appliance category increase in comparable store sales was driven by an increase in both the average selling price and units sold. The growth in the computing and wireless category was led by increased demand for tablets, partially offset by a decline in mobile phones and notebook computers. The increase in comparable store sales for the home products category was primarily a result of a double digit comparable store sales increase in mattresses, in addition to sales from the introduction of furniture and fitness equipment categories. The consumer electronics category comparable store sales decline was driven primarily by a double digit comparable store sales decrease in televisions, largely resulting from our strategy of offering fewer entry level models.

Gross profit margin, expressed as gross profit as a percentage of net sales, decreased for the three months ended June 30, 2013 to 29.5% from 29.9% for the comparable prior year period. The decrease was largely due to decreases in gross profit margin rates in the consumer electronics and computing and wireless categories, partially offset by a slight increase in gross profit margin rate in the appliance category.

SG&A expense, as a percentage of net sales, decreased 152 basis points for the three months ended June 30, 2013 compared to the prior year period. The decrease in SG&A as a percentage of net sales was largely a result of decreases in wage expense, employee benefit expense and occupancy costs as a percentage of net sales. The decrease was due to continued cost cutting measures implemented in the second quarter of the prior fiscal year, coupled with the leveraging effect of the net sales increase.

Net advertising expense, as a percentage of net sales, decreased 70 basis points during the three months ended June 30, 2013 compared to the prior year period. The decrease as a percentage of net sales was driven largely by the leveraging effect of the net sales increase and decreased advertising spend in comparable markets.

Depreciation expense, as a percentage of net sales, increased 18 basis points for the three months ended June 30, 2013 compared to the prior year period. The increase as a percentage of net sales was primarily due to the capital spend associated with the 18 new stores opened during the past 12 months.

Our effective income tax rate for the three months ended June 30, 2013decreased to 39.3% from 40.7% in the comparable prior year period. The decrease in the effective income tax rate is primarily the result of higher state income tax credits recognized in fiscal 2013.  The additional state income tax credits increased our effective income tax rate for the first quarter of fiscal 2013 due to the net loss recognized.

Liquidity and Capital Resources

The following table presents a summary on a consolidated basis of our net cash (used in) provided by operating, investing and financing activities (dollars are in thousands):

	Three Months Ended
	June 30, 2013			June 30, 2012
Net cash used in operating activities	$	(17,181	)	$	(48,857	)
Net cash used in investing activities	(5,360		)	(15,204		)
Net cash (used in) provided by financing activities	(2,931		)	9,106

Our liquidity requirements arise primarily from our need to fund working capital requirements and capital expenditures. We make capital expenditures principally to fund our expansion strategy, which includes, among other things, investments in new stores and new distribution facilities, remodeling and relocation of existing stores, as well as information technology and other infrastructure-related projects.

During fiscal 2014, we plan to open a limited number of stores in existing markets and relocate six to eight stores. In addition, we plan to continue to invest in our infrastructure, including management information systems and distribution capabilities, as well as incur capital remodeling and improvement costs. Capital expenditures for fiscal 2014 will be funded through cash and cash equivalents, borrowings under our Amended Revolving Credit Facility and tenant allowances from landlords.

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Cash Used in Operating Activities.Net cash used in operating activities primarily consists of net income as adjusted for increases or decreases in working capital and non-cash charges such as depreciation, deferred taxes and stock compensation expense. Cash used in operating activities was $17.2 million and $48.9 million for the three months ended June 30, 2013 and 2012, respectively. The decrease in cash used in operating activities is primarily due to a decrease in our net investment in merchandise inventories (merchandise inventories less accounts payable) and the net change in our other current operating assets and liabilities, the decrease in cash received from landlords for tenant allowances due to opening less stores in the current period compared to the prior period, and the impact of the net change in our income tax receivable/payable due to the decreased net loss experienced in the current quarter compared to the previous comparable quarter. The net change in other current operating assets and liabilities was primarily a result of differences in timing of customer sales and vendor payments.

Cash Used In Investing Activities.Net cash used in investing activities was $5.4 million and $15.2 million for the three months ended June 30, 2013 and 2012, respectively. The decrease in cash used in investing activities is due to less purchases of property and equipment associated with the opening of new stores. In the three months ended June 30, 2013, we relocated one store and began construction for three stores relocating in the second fiscal quarter. In the three months ended June 30, 2012, we opened two new stores, and had construction in progress on 19 new stores to be opened in the following quarters in fiscal 2013.

Cash (Used In) Provided by Financing Activities.Net cash (used in) provided by financing activities was ($2.9) million for the three months ended June 30, 2013 compared to $9.1 million for the three months ended June 30, 2012. The decrease is due to a decrease in funds provided by bank overdrafts of $13.2 million and a decrease in funds provided by the exercise of stock options of $1.6 million, offset by a decrease in funds used for treasury stock repurchases of $0.9 million, and an increase in net borrowings on an inventory financing facility of $2.5 million.

Revolving Credit Facility. The capacity for borrowings under our Revolving Credit Facility was $300 million, subject to borrowing base availability. The facility was set to expire on March 29, 2016. On July 29, 2013, we amended the terms of the Company's Revolving Credit Facility (the “Amended Facility”) to increase the maximum credit available to $400 million, subject to borrowing base availability, and extend the term of the facility to expire on July 29, 2018.

Interest on borrowings (other than Eurodollar rate borrowings) is payable monthly at a fluctuating rate based on the bank's prime rate or LIBOR plus an applicable margin based on the average quarterly excess availability. Interest on Eurodollar rate borrowings is payable on the last day of each “interest period” applicable to such borrowing or on the three month anniversary of the beginning of such “interest period” for interest periods greater than three months. The unused line rate was determined based on the amount of the daily average of the outstanding borrowings for the immediately preceding calendar quarter period (the “Daily Average”). For a Daily Average greater than or equal to 50% of the defined borrowing base, the unused line rate was 0.375%. For a Daily Average less than 50% of the defined borrowing base, the unused line rate was 0.50%. Under the Amended Facility, the unused line rates were amended to 0.250% and 0.375%, respectively. The Revolving Credit Facility is guaranteed by Gregg Appliances' wholly-owned subsidiary, HHG Distributing, which has no assets or operations. The guarantee is full and unconditional and Gregg Appliances has no other subsidiaries.

Pursuant to the Revolving Credit Facility, prior to amendment, the borrowing base was equal to the sum of (i) the lesser of) 90% of the netorderly liquidation value of all eligible inventory fo Gregg Appliances or (b) 75% of the net book value of such eligible inventory and (ii) 90% of all commercial and credit card receivables of Gregg Appliances, in each case subject to customary reserves and eligibility criteria.

Under the Amended Facility, the borrowing base is equal to the sum of (i) 90% of all commercial accounts, (ii) 90% of all commercial and credit card receivables of Gregg Appliances and (iii) 90% of the net recovery percentage of the eligible inventory multiplied by the value of such eligible inventory consistent with the most recent appraisal of such eligible inventory, in each case subject to customary reserves and eligibility criteria.

Under the Revolving Credit Facility, Gregg Appliances is not required to comply with any financial maintenance covenant unless “excess availability” is less than the greater of (i) 10.0% of the lesser of (A) the defined borrowing base or (B) the defined maximum credit or (ii) $20.0 million during the continuance of which event Gregg Appliances is subject to compliance with a fixed charge coverage ratio of 1.0 to 1.0.

Pursuant to the Revolving Credit Facility, if Gregg Appliances has “excess availability” of less than 12.5% of the lesser of (A) the defined borrowing base or (B) the defined maximum credit, it may, in certain circumstances more specifically described in the Revolving Credit Facility, become subject to cash dominion control.

The Revolving Credit Facility places limitations on the ability of Gregg Appliances to, among other things, incur debt, create other liens on its assets, make investments, sell assets, pay dividends, undertake transactions with affiliates, enter into merger transactions, enter into unrelated businesses, open collateral locations outside of the United States, or enter into

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consignment assignments or floor plan financing arrangements. The Revolving Credit Facility also contains various customary representations and warranties, financial and collateral reporting requirements and other affirmative and negative covenants.

Gregg Appliances was in compliance with the restrictions and covenants in the Revolving Credit Facility at June 30, 2013.

As of June 30, 2013 and March 31, 2013, Gregg Appliances had no borrowings outstanding under the Revolving Credit Facility. As of June 30, 2013, Gregg Appliances had $4.9 million of letters of credit outstanding which expire through December 31, 2013. As of March 31, 2013, Gregg Appliances had $4.9 million of letters of credit outstanding which expired on December 31, 2012. The total borrowing availability under the Revolving Credit Facility was $220.8 million and $189.8 million, as of June 30, 2013 and March 31, 2013, respectively. The interest rate based on the bank's prime rate as of June 30, 2013 and March 31, 2013 was 4.25%.

Long Term Liquidity. Anticipated cash flows from operations and funds available from our Revolving Credit Facility, together with cash on hand, should provide sufficient funds to finance our operations for the foreseeable future. As a normal part of our business, we consider opportunities to refinance our existing indebtedness, based on market conditions. Although we may refinance all or part of our existing indebtedness in the future, there can be no assurances that we will do so. Changes in our operating plans, lower than anticipated sales, increased expenses, acquisitions or other events may require us to seek additional debt or equity financing. There can be no guarantee that financing will be available on acceptable terms or at all. Additional debt financing, if available, could impose additional cash payment obligations, additional covenants and operating restrictions. We also have an inventory financing facility. Our inventory financing facility is a $20 million unsecured credit line

that is non-interest bearing and is not collateralized with the inventory purchased. The facility includes customary covenants as

well as customary events of default.

Contractual Obligations

We entered into lease commitments totaling approximately $10.0 million over their respective lease terms during the three

months ended June 30, 2013. There have been no other significant changes in our contractual obligations since the end of fiscal 2013. See our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended March 31, 2013 in our latest Annual Report on Form 10-K filed with the SEC on May 20, 2013.

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Cautionary Note Regarding Forward-Looking Statements

Some of the statements in this document constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our business’ or our industry’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. Such statements include, in particular, statements about our plans, strategies, prospects, changes, outlook and trends in our business and the markets in which we operate; customer preferences; the impact of our fiscal 2014 initiatives; the impact of our marketing efforts, including our appliance category; the impact of competition on prices; refinements to our product mix and to customer services and service offerings, including our in our appliance category and on our website and mobile site; increasing our average sales price through the promotion of kitchen packages; efforts to increase sales through the promotion of hhgregg rebate gift card incentives; expectations around the U.S. housing market and general economy; efforts to increase the use of our private label credit card and supplemental credit programs; timing of our "lease to own" financing options; the outcome of tests of other secondary finance offerings; the impact of our enhanced credit offerings and non-recourse nature of such offerings; how we entice discretionary purchases; shifts in product mix of consumer electronics and home products including, home entertainment furniture, bedroom furniture, dinette sets and fitness equipment, and computing and wireless; steps to improve our balance of gross profit and market share of our consumer electronics category through our new assortment strategy; the impact of our new advertising agency assisting in delivering the marketing messages necessary to execute on our initiatives and the timing of the new advertising campaign, including around consumer electronics; investments in our delivery and installation capabilities; the success of our general initiatives and initiatives in our consumer electronics category and strategies to offset declines in that category; increases in our appliance category market share; changes in our store operating model to improve close rates and drive market share; variations and enhancements of our product offerings; roll out and timing of our expanded offerings of expanded furniture product assortment; updates and refinements to our multi-channel experience, including our e-commerce site and timing and the impact of our new point of sale system; the impact of our initiatives to drive sales; our store development strategy; plans to build store density; our expansion plans into new markets; steps to slow store growth and enhance store productivity in existing markets; the impact in our customer purchase experience; our plans to raise our sales' teams standards of execution; predictions around customer spending patterns; factors impacting our gross profit rate; impact of consumer demand and pricing pressures on certain products; outlook for sales of major appliances, including price changes; the seasonality of our business; our income tax rate; plans to refinance our indebtedness or seek additional financing and ability to secure additional debt financing; plans regarding new store openings and investment in our infrastructure; the impact of litigation; and our expected capital expenditures and expected sources of funding found under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “tends,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of those terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially because of market conditions in our industry or other factors. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our latest Annual Report on Form 10-K filed with the SEC on May 20, 2013 and the Risk Factors set forth in our Annual Report on Form 10-K filed with the SEC on May 20, 2013. The forward-looking statements are made as of the date of this document and we assume no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

In addition to the risks inherent in our operations, we are exposed to certain market risks, including interest rate risk.

As of June 30, 2013, our debt was comprised of our Revolving Credit Facility. Interest on borrowings under our Revolving Credit Facility is payable monthly at a fluctuating rate based on the bank’s prime, LIBOR, or Eurodollar rates plus an applicable margin. As of June 30, 2013, we had no outstanding borrowings on our Revolving Credit Facility.

ITEM 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate to allow timely decisions regarding required disclosure. We have established a Disclosure Committee, consisting of certain members of management, to assist in this evaluation. Our Disclosure Committee meets on a quarterly basis and more often if necessary.

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act), as of June 30, 2013. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2013, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended June 30, 2013, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Part II. Other Information

ITEM 1. Legal Proceedings

We are engaged in various legal proceedings in the ordinary course of business and have certain unresolved claims pending. The ultimate liability, if any, for the aggregate amounts claimed cannot be determined at this time. However, management believes, based on the examination of these matters and experiences to date, that the ultimate liability, if any, in excess of amounts already provided for in the unaudited condensed consolidated financial statements is not likely to have a material effect on our consolidated financial position, results of operations or cash flows.

ITEM 1A. Risk Factors

There have been no material changes to the risk factors set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on May 20, 2013. The risks disclosed in our Annual Report on Form10-K and Quarterly Report on Form 10-Q are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth the information with respect to repurchases of our common stock for the three months ended June 30, 2013 (in thousands, except share and per share amounts):

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Maximum Dollar Value of Shares that May Yet Be  Purchased Under the Plans or Programs (1)
April 1, 2013 to April 30, 2013	—	—		—	$	50,000
May 1, 2013 to May 31, 2013	595,269	$	14.60	595,269	41,307
June 1, 2013 to June 30, 2013	103,100	15.70		103,100	39,689
Total	698,369	$	14.76	698,369	$	39,689

(1) All of the above repurchases were made on the open market at prevailing market rates plus related expenses under our May 2013 Program, which authorized the repurchase of up to $50 million of our common stock. The May 2013 Program was authorized by our Board of Directors on May 16, 2013 and expires on May 22, 2014. No repurchases under the May 2012 Program were made during the current quarter and it expired on May 21, 2013.

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ITEM 5. Other Information

On July 29, 2013, hhgregg's direct or indirect wholly-owned subsidiaries, Gregg Appliances and HHG Distributing, LLC (together, the “Borrowers”) entered into an Amendment No. 1 to the Amended and Restated Loan and Security Agreement with Wells Fargo Bank, National Association as administrative agent and collateral agent for the lenders, and the lenders party thereto. The Amendment No. 1 amends the Amended and Restated Loan and Security Agreement, dated March 29, 2011 (the "Amended Facility"), between Gregg Appliances, 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.

The Amendment No. 1 extends the maturity through July 29, 2018 and increases the maximum credit available from $300 million to $400 million, subject to borrowing base availability.

Under the Amended Facility, as amended by Amendment No. 1, the unused line rate is determined based on the amount of the daily average of the outstanding borrowings for the immediately preceding calendar quarter period. For a Daily Average greater than or equal to 50% of the defined borrowing base, the unused line rate is 0.25%. For a Daily Average less than 50% of the defined borrowing base, the unused line rate is 0.375%.

Pursuant to the Amended Facility, as amended by Amendment No. 1, the borrowing base equals the sum of (a) 90% of the amount of the eligible commercial accounts (b) 90% of the amount of eligible credit card receivables of Gregg Appliances and (c) 90% of the net recovery percentage multiplied by the value of such eligible inventory; consistent with the most recent approval of such eligible inventory. The Amended Facility, as amended by Amendment No. 1, requires payment to the incremental lenders of a commitment fee estimated to average 3.75% of the incremental commitment.

Amendment No. 1 requires payment to the existing and incremental lenders of a commitment fee equal to (a) 0.15%, based on commitment level, with respect to extended commitments; (b) 0.20%, based on commitment level, with respect to new or incremental commitments up to $20,000,000; and (c) 0.25%, based on commitment level, with respect to new or incremental commitments in excess of $20,000,000 (and which shall be paid based on the entire amount of the new or increased allocated commitment of each lender).

The foregoing description is qualified in its entirety to reference to Amendment No. 1, a copy of which is attached hereto as Exhibit 10.34 and incorporated herein by reference.

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ITEM 6. Exhibits

10.34	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.
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 Form 10-Q for the quarterly period ended June 30, 2013, formatted in an XBRL Interactive Data File: (i) Condensed Consolidated Statements of Operations-unaudited; (ii) Condensed Consolidated Balance Sheets-unaudited; (iii) Condensed Consolidated Statements of Cash Flows-unaudited; (iv) Condensed Consolidated Statement of Stockholders’ Equity-unaudited; and (v) Notes to Condensed Consolidated Financial Statements-unaudited.

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78r), 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 Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

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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 thereunto duly authorized.

	HHGREGG, INC.
By:	/s/ Jeremy J. Aguilar
	Jeremy J. Aguilar Chief Financial Officer (Principal Financial Officer)

Dated: August 1, 2013

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EX-10.34

Exhibit 10.34

AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of July 29, 2013, is by and among Gregg Appliances, Inc., an Indiana corporation (“Borrower”), the financial institutions listed on the signature pages hereto as existing lenders (the “Existing Lenders”), the financial institutions listed on the signature hereto as incremental lenders (the “Incremental Lenders”, and together with the Existing Lenders, the “Lenders”), and Wells Fargo Bank, National Association, as administrative agent and collateral agent for the Lenders (“Agent”).

R E C I T A L S:

WHEREAS, Agent, the Existing Lenders, the Borrower, and HHG Distributing, LLC, an Indiana limited liability company (“HHG”), are parties to that certain Amended and Restated Loan and Security Agreement dated as of March 29, 2011 (as amended, supplemented, or otherwise modified from time to time, the “Loan Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to them in the Loan Agreement, as amended hereby);

WHEREAS, the Borrower has requested that the Agent and Lenders amend the Loan Agreement to, among other things, extend the Scheduled Maturity Date and change the amount of the Maximum Credit to $400,000,000; and

WHEREAS, the Incremental Lenders and certain Existing Lenders have agreed to provide new or additional Commitments, as applicable, pursuant to the terms and conditions set forth herein, and the Agent and the Lenders have agreed to extend the Scheduled Maturity Date and to make such other amendments pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.Amendments to Loan Agreement. Immediately upon the satisfaction of each of the applicable conditions precedent set forth in Section 3 of this Agreement, the following amendments to the Loan Agreement shall become effective as of the date hereof:

(a)The definition of “Applicable Margin” set forth in Section 1 of the Loan Agreement is hereby amended and restated to read as follows:

“Applicable Margin” shall mean, at any time during any calendar quarter, (a) as to Base Rate Loans, the applicable percentage (on a per annum basis) set forth below for Base Rate Loans, and (b) as to Eurodollar Rate Loans, the applicable percentage (on a per annum basis) set forth below for Eurodollar Rate Loans, in each case, if as of the end of

the immediately preceding calendar quarter the Quarterly Average Excess Availability for such calendar quarter was at or within the amounts indicated for such percentage:

Tier	Quarterly Average Excess Availability	Applicable Margin
		Base Rate Loans	Eurodollar Rate Loans
Tier I	Greater than 50% of the Commitments	0.50%	1.50%
Tier II	Greater than 25% of the Commitments but less than or equal to 50% of the Commitments	0.75%	1.75%
Tier III	Less than or equal to 25% of the Commitments	1.00%	2.00%

provided, that: (i) the Applicable Margin shall be calculated and established once every calendar quarter, effective as of the first day of such calendar quarter period and shall remain in effect until adjusted thereafter as of the last day of the month at the end of such calendar quarter period; (ii) each adjustment of the Applicable Margin shall be effective as of the first day of a calendar quarter based on the Quarterly Average Excess Availability for the immediately preceding calendar quarter; and (iii) the Applicable Margin shall be the applicable percentage calculated based on the percentage set forth in Tier II of the chart above until September 30, 2013. The interest rates will be adjusted every calendar quarter thereafter based on the chart above. In the event that at any time after the end of a calendar quarter, Agent shall have determined that the amount of the Quarterly Average Excess Availability for such quarter initially used for the determination of the Applicable Margin was greater than the actual amount of the Quarterly Average Excess Availability for such quarter, the Applicable Margin shall be appropriately adjusted based on such actual Quarterly Average Excess Availability and any additional interest for the applicable period payable as a result of such recalculation shall be promptly paid to Agent for the benefit of Lenders. The foregoing shall not be construed to limit the rights of Agent and Lenders with respect to the amount of interest payable after a Default or Event of Default whether based on such recalculated percentage or otherwise.

(a)The definition of “Bank Products” set forth in Section 1 of the Loan Agreement is hereby amended and restated to read as follows:

“Bank Products” shall mean any one or more of the following types of services or facilities extended to Borrower or its Subsidiaries by a Bank Product Provider: (a) credit cards, (b) purchase cards, (c) ACH Transactions, (d) any overdrafts, cash management or related services, (e) Hedging Transactions, if and to the extent provided hereunder, and (f) supply chain finance products.

(b)The definition of “Borrowing-Base” set forth in Section 1 of the Loan Agreement is hereby amended and restated to read as follows:

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“Borrowing Base” shall mean, at any time, the amount equal to:

(a)    the sum of (A) ninety percent (90%) of the amount of Eligible Commercial Accounts, plus (B) ninety percent (90%) of the amount of Eligible Credit Card Receivables, plus (C) ninety percent (90%) of the Net Recovery Percentage multiplied by the Value of such Eligible Inventory; minus

(b)    Reserves.

(c)Section 1 of the Loan Agreement is hereby amended by inserting, in the appropriate alphabetical order, the following new definition:

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

(d)Section 1 of the Loan Agreement is hereby amended by inserting, in the appropriate alphabetical order, the following new definition:

“Excluded Swap Obligation” means, with respect to any Guarantor, any of its Swap Obligations if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation with respect to which such Guarantee of, or security interest granted by, such Guarantor is or becomes illegal.

(e)Section 1 of the Loan Agreement is hereby amended by inserting, in the appropriate alphabetical order, the following new definition:

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

(f)The definition of “Fee Letter” set forth in Section 1 of the Loan Agreement is hereby amended and restated to read as follows:

“Fee Letter” shall mean (a) the letter agreement, dated March 1, 2011, by and among Borrower, Agent, and joint lead arrangers setting forth, among other fees, certain

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fees payable by Borrower to Agent for the benefit of itself and Lenders, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, and (b) the letter agreement, dated July 8, 2013, by and among Borrower, Agent, and Wells Fargo as a joint lead arranger setting forth, among other fees, certain fees payable by Borrower to Agent for the benefit of itself and Lenders, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

(g)Section 1 of the Loan Agreement is hereby amended by inserting, in the appropriate alphabetical order, the following new definition:

“First Amendment” shall mean that certain Amendment No. 1 to Amended and Restated Loan and Security Agreement, dated as of the First Amendment Effective Date, by and among the Borrower, the Agent and the Lenders signatory thereto.

(h)Section 1 of the Loan Agreement is hereby amended by inserting, in the appropriate alphabetical order, the following new definition:

“First Amendment Effective Date” shall mean July 29, 2013.

(i)The definition of “Hedging Transactions” set forth in Section 1 of the Loan Agreement is hereby amended by adding the following parenthetical after the phrase “any such agreement” at the end thereof:

(including, for the avoidance of doubt, all Swap Obligations)

(j)The definition of “Lenders” set forth in Section 1 of the Loan Agreement is hereby amended and restated to read as follows:

“Lenders” shall mean the financial institutions which are signatories hereto as Lenders and other persons made a party to this Agreement as a Lender in accordance with Sections 2.3 and/or 13.7 hereof or in connection with the First Amendment, and their respective successors and assigns; each sometimes being referred to herein individually as a “Lender.”

(k)The definition of “London Interbank Offered Rate” set forth in Section 1 of the Loan Agreement is hereby amended by deleting the phrase “Reuters Screen LIBOR01 Page” appearing in two places therein and, in both places, in inserting in lieu thereof the phrase “Macro*World's (https://capitalmarkets.mworld.com) Page BBA LIBOR – USD”.

(l)The definition of “Maximum Credit” set forth in Section 1 of the Loan Agreement is hereby amended and restated to read as follows:

“Maximum Credit” shall mean (i) prior to the First Amendment Effective Date, the amount of $300,000,000, and (ii) from and after the First Amendment Effective Date, the amount of $400,000,000 (which amount may be increased after the First Amendment

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Effective Date in accordance with the exercise of an increase in the Maximum Credit permitted by Section 2.3 hereof upon the effective date of such increase).

(m)The definition of “Obligations” set forth in Section 1 of the Loan Agreement is hereby amended by adding the following proviso after the phrase “or lien of Agent” at the end thereof:

; provided, further, that the Obligations shall not include any Excluded Swap Obligations.

(n)The definition of “Pro Rata Share” set forth in Section 1 of the Loan Agreement is hereby amended and restated to read as follows:

“Pro Rata Share” shall mean as to any Lender, the fraction (expressed as a percentage) the numerator of which is such Lender’s Commitment and the denominator of which is the aggregate amount of all of the Commitments of Lenders, as adjusted from time to time in accordance with the provisions of Sections 2.3 and 13.7 hereof and the First Amendment; provided, that, if the Commitments have been terminated, the numerator shall be the unpaid amount of such Lender’s Loans and its interest in the Letter of Credit Accommodations and the denominator shall be the aggregate amount of all unpaid Loans and Letter of Credit Accommodations.

(o)Section 1 of the Loan Agreement is hereby amended by inserting, in the appropriate alphabetical order, the following new definition:

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, the Borrower, the Guarantor (if applicable) or any other guarantor of the Obligations that has total assets exceeding $10,000,000 at the time such Swap Obligation is incurred or such other person as constitutes an “Eligible Contract Participant” (an “ECP”) as that term is defined under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

(p)Section 1 of the Loan Agreement is hereby amended by inserting, in the appropriate alphabetical order, the following new definition:

“Swap Obligation” means any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act (including for the avoidance of doubt, any obligation under a Guarantee).

(q)Section 2.2(c) of the Loan Agreement is hereby amended by amending and restating the second sentence of such Section to read as follows:

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Such notice shall be irrevocable and shall specify the identity of the requested issuer (which shall be Agent or a Lender which has agreed to issue a letter of credit) of the Letter of Credit Accommodation requested, the original face amount thereof, the effective date (which date shall be a Business Day and in no event shall be a date less than ten (10) days prior to the end of the then current term of this Agreement) of issuance of such requested Letter of Credit Accommodation, whether such requested Letter of Credit Accommodation may be drawn in a single or in partial draws, the date on which such requested Letter of Credit Accommodation is to expire (which date shall be a Business Day), the purpose for which such requested Letter of Credit Accommodation is to be issued, and the beneficiary of such requested Letter of Credit Accommodation.

(r)Section 2.3(a) of the Loan Agreement is hereby amended by amending and restating subclause (i) of such Section to read as follows:

(i)    in no event shall the aggregate amount of any such increase in the Maximum Credit cause the Maximum Credit to exceed $500,000,000,

(s)Section 3.2 of the Loan Agreement is hereby amended by amending and restating clause (a) of such Section to read as follows:

(a)    Borrower shall pay to Agent, for the account of Lenders, monthly an unused line fee at the Unused Line Rate (defined below) then applicable calculated upon the amount by which the Maximum Credit exceeds the average daily principal balance of the outstanding Revolving Loans and Letter of Credit Accommodations during the immediately preceding month (or part thereof) while this Agreement is in effect and for so long thereafter as any of the Obligations are outstanding, which fee shall be payable on the first day of each month in arrears. The “Unused Line Rate” shall be a rate per annum set forth below and determined based on the amount of the daily average of the outstanding Revolving Loans and Letter of Credit Accommodations for the immediately preceding calendar quarter period as set forth below:

Tier	Daily Average Revolving Loans and Letter of Credit Accommodations	Unused Line Rate
1	Greater than or equal to 50% of the Borrowing Base	0.250%
2	Less than 50% of the Borrowing Base	0.375%

provided, that the Unused Line Rate set forth in Tier 2 of the chart above shall be in effect from the First Amendment Effective Date until September 30, 2013. The Unused Line Rate shall be calculated and established thereafter once every calendar quarter, effective as of the first day of such calendar quarter period and shall remain in effect until the next quarterly adjustment date. Swing Line Loans will not be considered in the calculation of the Unused Line Rate.

(t)Section 6.4(a) of the Loan Agreement is hereby amended by adding the following additional clause at the end of the last sentence thereof:

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and (iii) no Swap Obligations of any Loan Party shall be paid with amounts received from any Guarantor whose Obligations constitute Excluded Swap Obligations (including sums received as a result of the exercise of remedies with respect to such guaranty) or from the proceeds of such Guarantor’s Collateral (but subject to the final sentence of the definition of Excluded Swap Obligation); provided, that, to the extent possible, appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are ECPs with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above.

(u)Section 6.11(b) of the Loan Agreement is hereby amended by amending and restating the parenthetical statement in the third line thereof as follows:

(including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section, but not including (i) Other Taxes that arise as a result of Agent’s or any Lender’s arrangements with the applicable taxing jurisdiction, if any, and not as a result of this Agreement), (ii) any Taxes imposed pursuant to FATCA, and (iii) any income, franchise or branch profits Taxes imposed on the Lender or Agent.

(v)Section 6.11(c)(i) of the Loan Agreement is hereby amended to read as follows:

subject to the last sentence of Section 6.11(f), in the case of Taxes other than Taxes imposed pursuant to FATCA and any income, franchise or branch profits Taxes imposed on the recipient, the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section) Agent or such Lender receives an amount equal to the sum it would have received had no such deductions or withholdings been made

(w)Section 6.11(c)(iv) of the Loan Agreement is hereby amended to read as follows:

(iv) other than in respect of Taxes imposed pursuant to FATCA and any income, franchise or branch profits Taxes imposed on the recipient, to the extent not paid to Agent or Lenders pursuant to Section 6.11(c)(i), Borrower or such Guarantor shall also pay to Agent or any Lender, at the time interest is paid, all additional amounts which are necessary to preserve the after-tax yield Agent or such Lender would have received pursuant to the Financing Agreements if such Taxes or Other Taxes had not been imposed.

(x)Section 6.11(i) of the Loan Agreement is hereby amended by adding the following sentence at the end thereof:

Each Lender hereby agrees that any failure by it to comply with the requirements of this Section 6.11(i)(b), or by the documents provided hereto to provide a complete exemption from withholding tax, other in either case than by reason of a change in law occurring after the date such Lender became a party to this Agreement, shall relieve the Borrower of any obligation under Section 6.1(c) hereof to pay additional amounts in

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respect of any resulting Taxes required to be withheld from payments made to, or for the benefit of, such Lender.

(y)Section 6.11 of the Loan Agreement is hereby amended by adding new subsection (j) hereof to read as follows:

(j)    if payment made to a Lender hereunder would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably required by the Borrower or Agent as may be necessary for the Borrower or Agent to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (j), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(z)Section 9.4 of the Loan Agreement is hereby amended by amending the second sentence thereof to read as follows:

Without duplication of Section 6.11 hereof, Borrower and each Guarantor shall be liable for any tax or penalties imposed on Agent or any Lender as a result of the financing arrangements provided for herein and Borrower and each Guarantor agrees to indemnify and hold Agent and Lenders harmless with respect to the foregoing, and to repay to Agent, for the benefit of Lenders, on demand the amount thereof, and until paid by Borrower or Guarantors such amount shall be added and deemed part of the Loan, provided, that nothing contained herein shall be construed to require Borrower or Guarantors to pay any (i) income, franchise or branch profits taxes attributable to the income of Lenders from any amounts charged by or paid hereunder to Lenders or (ii) Taxes imposed on any payment hereunder pursuant to FATCA.

(aa)Section 13.1 of the Loan Agreement is hereby amended by amending and restating the first sentence of such section to read as follows:

This Agreement and the other Financing Agreements shall become effective as of the date set forth on the first page hereof and shall continue in full force and effect for a term ending on the date five (5) years from the First Amendment Effective Date (the “Scheduled Maturity Date”), unless sooner terminated pursuant to the terms hereof.

(bb)Section 13 of the Loan Agreement is hereby amended by adding the following new Section 13.13 immediately following Section 13.12 thereof:

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13.13    Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Obligor to honor all of its obligations under any guaranty to which it is a party in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 13.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 13.13 or otherwise under such guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 13.13 shall remain in full force and effect until payment in full of the Obligations and the termination of the Commitments. Each Qualified ECP Guarantor intends that this Section 13.13 constitute, and this Section 13.13 shall be deemed to constitute, a “keepwell, support , or other agreement” for the benefit of each other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

(cc)Schedule 1.28 (Commitments) to the Credit Agreement is hereby amended by deleting such Schedule in its entirety and substituting therefor Schedule 1.28 (Commitments) to the Credit Agreement attached hereto.

Section 2.Lenders and Commitments

Section 2.1Increase to the Maximum Credit. Each Incremental Lender hereby agrees to provide its Commitment, as set forth on Schedule 1.28 annexed hereto (the “Incremental Commitment”), which Incremental Commitment is in addition to its existing Commitment, if any, upon the satisfaction of each of the applicable conditions precedent set forth in Section 3 of this Agreement. Upon the effectiveness of this Agreement, (a) each Incremental Lender which is not also an Existing Lender shall be a party to the Loan Agreement and the other Financing Agreements and shall have the rights and obligations of a Lender thereunder and (b) the participation interests (and fees with respect thereto) in all outstanding Letter of Credit Accommodations will be adjusted to reflect each Lender’s new Pro Rata Share.

Section 2.2Agreements of Incremental Lenders. Each Incremental Lender (a) confirms that it has received a copy of the Loan Agreement and the other Financing Agreements, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (b) agrees that it will, independently and without reliance upon the Agent or the joint lead arrangers or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (c) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the other Financing Agreements as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement are required to be performed by it as a Lender.

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Section 2.3Miscellaneous.

(a)For purposes of the Loan Agreement, the initial notice address of each Incremental Lender which is not also an Existing Lender shall be as set forth below its respective signature below.

(b)For each Incremental Lender which is not also an Existing Lender, delivered herewith to the Agent are such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such Incremental Lender may be required to deliver to the Agent pursuant to Section 6.11 of the Loan Agreement.

(c)Upon the effectiveness of this Agreement, the Agent will record all Loans made by each Incremental Lender in the Register.

Section 3.Conditions Precedent to Effectiveness of Agreement.

(a)The effectiveness of this Agreement is subject to (i) the satisfaction of the conditions set forth in Section 3(b) of this Agreement and (ii) the receipt by the Agent of a duly executed counterpart of this Agreement from the Borrower and all Lenders.

(b)The effectiveness of this Agreement is subject to the satisfaction of the following conditions:

(i)Agent shall have received a reaffirmation of guaranty from HHG in the form attached hereto as Exhibit A;

(ii)Borrower shall have paid all fees and other amounts due and payable by it under the Loan Agreement, including to the extent invoiced, but subject to the Fee Letter, the reasonable fees, costs and expenses owing to Choate, Hall & Stewart LLP, and under the Fee Letter;

(iii)Agent shall have received a Secretary’s Certificate of the Borrower and HHG certifying the passage and continued effectiveness of resolutions from the Borrower and HHG approving the transactions contemplated by this Agreement and the incumbency of the officers executing this Agreement and the documents delivered in connection therewith, in each case in form and substance satisfactory to the Agent;

(iv)The representations and warranties contained in this Agreement shall be true and correct in all material respects;

(v)Each Incremental Lender which is not also an Existing Lender shall have received from Borrower all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act;

(vi)Agent and the Lenders shall have received the following legal opinions and documents: (x) executed legal opinions of Bingham McCutchen LLP,

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special counsel to the Borrower and HHG, and Ice Miller LLP, special Indiana counsel to the Borrower and HHG (and including an opinion as to no conflicts with Indebtedness), (y) a certificate executed by a senior officer of the Borrower and HHG certifying that all of the conditions precedent to the making of the Loans set forth in Section 4.2 of the Loan Agreement shall be satisfied as of the date of the increase in the Maximum Credit, both before and after giving effect to such increase, and (z) all other documents reasonably requested by the Agent in connection with this Agreement, in each case in form and substance satisfactory to the Agent;

(vii)The Agent shall have received (x) projected monthly balance sheets, income statements, statements of cash flows and availability of Borrower and Guarantors for the period through the end of the fiscal year ending March 31, 2015, (ii) projected annual balance sheets, income statements, statements of cash flows and availability of Borrower and Guarantors through the end of the 2016 fiscal year, in each case, as to the projections described in clauses (i) and (ii), with the results and assumptions set forth in all of such projections in form and substance consistent with the projected financial statements heretofore delivered to the Agent, and (iii) any updates or modifications to the projected financial statements of Borrower and Guarantors previously received by the Agent, in each case in form and substance satisfactory to the Agent;

(viii)The Agent shall have received and reviewed lien search results for the jurisdiction of incorporation and organization of Borrower and Guarantors and judgment search results for the jurisdiction of the chief executive office of Borrower and Guarantors, which search results shall be in form and substance reasonably satisfactory to the Agent; and

(ix)No material adverse change in the business, operations, profits, assets or prospects of Borrower and Guarantors shall have occurred since March 31, 2013, and no law, regulation, order, judgment or decree of any Governmental Authority shall exist, and no action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of the Loans or providing the Letter of Credit Accommodations, or (B) the consummation of the transactions contemplated pursuant to the terms of this Agreement, or (ii) has or would reasonably be expected to have a Material Adverse Effect.

Section 4.Representations, Warranties and Covenants. In order to induce Agent and Lenders to enter into this Agreement, Borrower represents and warrants to Agent and Lenders, upon, and as of the date of, the effectiveness of this Agreement, which representations, warranties and covenants shall survive the execution and delivery of this Agreement that:

(d)Increase in Maximum Credit. The increase in the Maximum Credit contemplated by this Agreement shall not, on the effective date of this Agreement, (i) violate any applicable law, regulation or order or decree of any court or other Governmental Authority and (ii) be enjoined, temporarily, preliminarily or permanently.

11

(e)No Default; etc. No Default or Event of Default has occurred and is continuing after giving effect to this Agreement or would result from the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby.

(f)Power and Authority; Authorization. Borrower has the corporate power and authority to execute and deliver this Agreement and to perform the terms and provisions of the Loan Agreement, as amended by this Agreement, and the execution and delivery by Borrower of this Agreement, and the performance by the Borrower of its obligations hereunder and under the Financing Agreements have been duly authorized by all requisite corporate action by Borrower.

(g)Execution and Delivery. Borrower has duly executed and delivered this Agreement.

(h)Enforceability. This Agreement and the Loan Agreement, as amended by this Agreement, constitute the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ right generally, and by general principles of equity.

(i)Representations and Warranties. All of the representations and warranties contained in the Loan Agreement and in the other Financing Agreements (other than those which speak expressly only as of a different date) are true and correct in all material respects as of the date hereof after giving effect to this Agreement and the transactions contemplated hereby.

Section 5.Miscellaneous.

(a)Effect; Ratification. Subject to the Fee Letter, Borrower acknowledges that all of the reasonable fees, costs and expenses of Choate, Hall & Stewart LLP incurred by Agent in connection with this Agreement shall be reimbursable under Section 9.21 of the Loan Agreement. The amendments and waiver set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written, and shall not be deemed to (i) be a consent to any amendment, waiver or modification of any other term or condition of the Loan Agreement or of any other Financing Agreement or (ii) prejudice any right or rights that Agent or any Lender may now have or may have in the future under or in connection with the Loan Agreement or any other Financing Agreement. This Agreement is a Financing Agreement. Each reference in the Loan Agreement to “this Agreement”, “herein”, “hereof’ and words of like import and each reference in the other Financing Agreements to the “Loan Agreement” shall mean the Loan Agreement as amended hereby. This Agreement shall be construed in connection with and as part of the Loan Agreement and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Agreement and each other Financing Agreement, except as herein amended are hereby ratified and confirmed and shall remain in full force and effect.

(b)Counterparts. This Agreement may be executed in any number of counterparts, each such counterpart constituting an original but all together one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic means shall be as effective as delivery of a manually executed counterpart of this

12

Agreement. Any party delivering an executed counterpart of this Agreement by facsimile or other electronic means also shall deliver a manually executed counterpart of this Agreement but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

(c)Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of New York.

[Signature Page Follows]

13

IN WITNESS WHEREOF, the parties hereto have executed this Agreement No. 1 to Amended and Restated Loan and Security Agreement as of the date first above written.

GREGG APPLIANCES, INC.,

as Borrower

By:

Name:

Title:

S-1

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent, an Existing Lender and an Incremental Lender

By:

Name:

Title:

S-2

[OTHER EXISTING LENDERS AND INCREMENTAL LENDERS]

S-3

EXHIBIT A

REAFFIRMATION OF GUARANTY

July 29, 2013

Wells Fargo Bank, National Association, as Agent

One Boston Place, 18th Floor            

Boston, Massachusetts 02108        

Re:    Guarantee

Please refer to (1) the Amended and Restated Loan and Security Agreement dated as of March 29, 2011 (as amended, supplemented, restated or otherwise modified from time to time, the “Loan Agreement”), among Gregg Appliances, Inc., an Indiana corporation (“Borrower”), HHG Distributing, LLC, an Indiana limited liability company (“HHG”), the lenders party thereto (the “Lenders”) and Wells Fargo Bank, National Association, as administrative agent and collateral agent for the Lenders (the “Agent”), and (2) the Amended and Restated Guarantee dated July 25, 2007 (as amended, the “Guarantee”) by HHG in favor of the Agent. Pursuant to Amendment No. 1 to Amended and Restated Loan and Security Agreement dated as of the date hereof (the “Agreement”) among Agent, the Lenders signatory thereto and the Borrower, the Loan Agreement has been amended in accordance with the terms and conditions of the Agreement.

HHG hereby (i) acknowledges and reaffirms all of its obligations and undertakings under the Guarantee, (ii) acknowledges and agrees that subsequent to, and taking into account all of the terms and conditions of the Agreement, the Guarantee is and shall remain in full force and effect in accordance with the terms thereof and (iii) agrees to the amendments set forth in Section 1 of the Agreement.

[Signature Page Follows]

S-4

GUARANTOR:

HHG DISTRIBUTING, LLC

By:

Name:

Title:

[SIGNATURE PAGE TO REAFFIRMATION OF GUARANTY]

Schedule 1.28

Commitments

Lender	Commitment
Wells Fargo Bank, National Association		$125,000,000
JPMorgan Chase Bank, N.A.		$65,000,000
SunTrust Bank		$45,000,000
Regions Bank		$45,000,000
RBS Business Capital		$40,000,000
BMO Harris Bank N.A.		$35,000,000
Key Bank National Association		$30,000,000
Barclays Bank PLC		$7,500,000
Credit Suisse AG, Cayman Islands Branch		$7,500,000

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 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

I, Dennis L. May, certify that:

1. I have reviewed this quarterly report on Form 10-Q of hhgregg, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Dennis L. May
	Dennis L. May President and Chief Executive Officer

Dated: August 1, 2013

EX-31.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the hhgregg, Inc. (the “Company”) Quarterly Report on Form 10-Q for the period ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis L. May, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Dennis L. May
	Dennis L. May President and Chief Executive Officer

Dated: August 1, 2013

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 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

I, Jeremy J. Aguilar, certify that:

1. I have reviewed this quarterly report on Form 10-Q of hhgregg, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Jeremy J. Aguilar
	Jeremy J. Aguilar Chief Financial Officer

Dated: August 1, 2013

EX-31.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the hhgregg, Inc. (the “Company”) Quarterly Report on Form 10-Q for the period ended June 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeremy J. Aguilar, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Jeremy J. Aguilar
	Jeremy J. Aguilar Chief Financial Officer

Dated: August 1, 2013

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Property and Equipment (Tables)

3 Months Ended

Jun. 30, 2013

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following at June 30, 2013 and March 31, 2013 (in thousands):

	June 30, 2013			March 31, 2013
Machinery and equipment	$	25,950		$	25,328
Store fixtures and furniture	177,203			175,659
Vehicles	2,269			2,269
Signs	19,266			19,163
Leasehold improvements	174,543			172,952
Construction in progress	8,151			5,995
	407,382			401,366
Less accumulated depreciation and amortization	(194,566		)	(183,455		)
Net property and equipment	$	212,816		$	217,911

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Mar. 31, 2013
Statement of Financial Position [Abstract]
Accounts receivable-trade, allowances	$ 33	$ 1
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	150,000,000	150,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	40,827,899	40,640,743
Common stock, outstanding	30,957,240	31,468,453
Common stock held in treasury at cost, shares	9,870,659	9,172,290

XML

Net Income (Loss) per Share

3 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Net Income (Loss) per Share

Net Loss per Share

Net loss per basic and diluted share is calculated based on the weighted-average number of outstanding common shares. When the Company reports net income, the calculation of net income per diluted share excludes shares underlying outstanding stock options and restricted stock units with exercise prices that exceed the average market price of the Company’s common stock for the period and certain options and restricted stock units with unrecognized compensation cost, as the effect would be antidilutive. Potential dilutive common shares are composed of shares of common stock issuable upon the exercise of stock options and restricted stock units. For the three months ended June 30, 2013 and 2012, the diluted loss per common share calculation represents the weighted average common shares outstanding with no additional dilutive shares as the Company incurred a net loss for the respective periods.

The following table presents net loss per basic and diluted share for the three months ended June 30, 2013 and 2012 (in thousands, except share and per share amounts):

	Three Months Ended
	June 30, 2013			June 30, 2012
Net loss (A)	$	(1,260	)	$	(5,700	)
Weighted average outstanding shares of common stock (B)	31,263,226			36,138,688
Dilutive effect of employee stock options and restricted stock units	—			—
Common stock and potential dilutive common shares (C)	31,263,226			36,138,688
Net loss per share:
Basic (A/B)	$	(0.04	)	$	(0.16	)
Diluted (A/C)	$	(0.04	)	$	(0.16	)

Antidilutive shares not included in the net loss per diluted share calculation for the three months ended June 30, 2013 and 2012 were 2,006,645 and 3,853,581, respectively.

XML

Property and Equipment (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Mar. 31, 2013
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 407,382	$ 401,366
Less accumulated depreciation and amortization	(194,566)	(183,455)
Net property and equipment	212,816	217,911
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	25,950	25,328
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	177,203	175,659
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	2,269	2,269
Signs [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	19,266	19,163
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	174,543	172,952
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 8,151	$ 5,995

XML

Net Income (Loss) per Share (Tables)

3 Months Ended

Jun. 30, 2013

Earnings Per Share [Abstract]

Net Income Loss Per Basic and Diluted Share

The following table presents net loss per basic and diluted share for the three months ended June 30, 2013 and 2012 (in thousands, except share and per share amounts):

	Three Months Ended
	June 30, 2013			June 30, 2012
Net loss (A)	$	(1,260	)	$	(5,700	)
Weighted average outstanding shares of common stock (B)	31,263,226			36,138,688
Dilutive effect of employee stock options and restricted stock units	—			—
Common stock and potential dilutive common shares (C)	31,263,226			36,138,688
Net loss per share:
Basic (A/B)	$	(0.04	)	$	(0.16	)
Diluted (A/C)	$	(0.04	)	$	(0.16	)

XML

Subsequent Events (Details) (USD $) In Millions, unless otherwise specified	Jul. 29, 2013	Jun. 30, 2013
Subsequent Events [Abstract]
Line of Credit Facility, Maximum Borrowing Capacity	$ 400	$ 300

XML

Inventories (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Mar. 31, 2013
Schedule of Inventory [Line Items]
Net merchandise inventory	$ 349,509	$ 315,562
Appliances [Member]
Schedule of Inventory [Line Items]
Net merchandise inventory	148,346	120,972
Consumer electronics [Member]
Schedule of Inventory [Line Items]
Net merchandise inventory	140,487	126,019
Computing and wireless [Member]
Schedule of Inventory [Line Items]
Net merchandise inventory	37,436	46,020
Home products [Member]
Schedule of Inventory [Line Items]
Net merchandise inventory	$ 23,240	$ 22,551

XML

Net Income (Loss) per Share (Additional Information) (Details)	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Earnings Per Share [Abstract]
Antidilutive shares not included in the net income per diluted share calculation	2,006,645	3,853,581

XML

Stock-based Compensation Narrative of Exchange Program (Details) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended	3 Months Ended
	Apr. 30, 2013 participants	Jun. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
ShareBasedCompensationArrangementByShareBasedPaymentAwardShareConversion	1
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	$ 10.00
hgg_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfPlanParticipants	58
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures	898,665
ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsPercentOfOptionsCancelled	31.00%
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 1.4
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period		3 years

XML

Stock-based Compensation (Additional Information) (Details) (USD $)	3 Months Ended
	Jun. 30, 2013
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, granted	1,704,805
Stock Options [Member] | Equity Incentive Plan 2007 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, vesting period	3 years
Options, expiration term	7 years
Options, weighted-average estimated fair value of options granted	$ 7.05
Time Vested Restricted Stock Units [Member] | Equity Incentive Plan 2007 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units, granted	27,237
Restricted stock units, vesting term	3 years
Restricted stock units, weighted average grant date fair value	$ 14.32

XML

Net Income (Loss) per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Earnings Per Share [Abstract]
Net loss (A)	$ (1,260)	$ (5,700)
Weighted average outstanding shares of common stock (B)	31,263,226	36,138,688
Dilutive effect of employee stock options and restricted stock units	0	0
Common stock and potential dilutive common shares (C)	31,263,226	36,138,688
Net loss per share:
Basic (in dollars per share)	$ (0.04)	$ (0.16)
Diluted (A/C) (in dollars per share)	$ (0.04)	$ (0.16)

XML

Condensed Consolidated Statement of Stockholders' Equity (USD $) In Thousands, except Share data	Total	Common Stock	Preferred Stock	Additional Paid-in Capital	Retained Earnings	Common Stock Held in Treasury
Beginning Balance at Mar. 31, 2013	$ 346,658	$ 4	$ 0	$ 287,806	$ 154,650	$ (95,802)
Beginning Balance (in shares) at Mar. 31, 2013		31,468,453
Net loss	(1,260)				(1,260)
Exercise of stock options and vesting of RSUs (in shares)		187,156
Exercise of stock options and vesting of RSUs	2,174			2,174
Stock compensation expense	1,452			1,452
Excess tax deficiency from stock-based compensation, net	(37)			(37)
Repurchase of common stock (in shares)		(698,369)
Repurchase of common stock	(10,311)					(10,311)
Ending Balance at Jun. 30, 2013	$ 338,676	$ 4	$ 0	$ 291,395	$ 153,390	$ (106,113)
Ending Balance (in shares) at Jun. 30, 2013		30,957,240

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Fair Value Measurements

3 Months Ended

Jun. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The carrying amounts of cash and cash equivalents, accounts receivable—trade, accounts receivable—other, accounts payable and customer deposits approximate fair value because of the short maturity of these instruments. Any outstanding amount on the Company’s line of credit approximates fair value as the interest rate is market based.

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Inventories

3 Months Ended

Jun. 30, 2013

Inventory Disclosure [Abstract]

Inventories

Inventories

Net merchandise inventories consisted of the following at June 30, 2013 and March 31, 2013 (in thousands):

	June 30, 2013		March 31, 2013
Appliances	$	148,346	$	120,972
Consumer electronics	140,487		126,019
Computing and wireless	37,436		46,020
Home products	23,240		22,551
Net merchandise inventory	$	349,509	$	315,562

XML

Property and Equipment

3 Months Ended

Jun. 30, 2013

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

Property and equipment consisted of the following at June 30, 2013 and March 31, 2013 (in thousands):

	June 30, 2013			March 31, 2013
Machinery and equipment	$	25,950		$	25,328
Store fixtures and furniture	177,203			175,659
Vehicles	2,269			2,269
Signs	19,266			19,163
Leasehold improvements	174,543			172,952
Construction in progress	8,151			5,995
	407,382			401,366
Less accumulated depreciation and amortization	(194,566		)	(183,455		)
Net property and equipment	$	212,816		$	217,911

XML

Debt (Summary of Debt) (Details) (Revolving Credit Facility [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Mar. 31, 2013
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Line of credit	$ 0	$ 0

XML

Stock-based Compensation (Black Scholes Model Weighted Average Assumptions) (Details)	3 Months Ended
	Jun. 30, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Risk-free interest rate, minimum	0.58%
Risk-free interest rate, maximum	0.90%
Dividend yield	0.00%
Expected volatility	63.20%
Expected life of the options (years)	4 years 6 months
Forfeitures	7.20%

XML

Share Repurchase Program (Additional Information) (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended
	May 31, 2013	Jun. 30, 2013
Share Repurchase Program Disclosure [Abstract]
Common stock share repurchase program, authorized amount	$ 50
Common stock share repurchase program, expiration date	May 22, 2014
Common stock share repurchase program, remaining authorized amount		$ 39.7

XML

Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Mar. 31, 2013
Current assets:
Cash and cash equivalents	$ 23,120	$ 48,592
Accounts receivable—trade, less allowances of $33 and $1 as of June 30, 2013 and March 31, 2013, respectively	37,408	24,271
Accounts receivable—other	18,261	18,748
Merchandise inventories, net	349,509	315,562
Prepaid expenses and other current assets	5,825	5,567
Income tax receivable	2,645	1,414
Deferred income taxes	6,471	5,758
Total current assets	443,239	419,912
Net property and equipment	212,816	217,911
Deferred financing costs, net	1,826	1,992
Deferred income taxes	35,318	35,252
Other assets	1,340	1,354
Total long-term assets	251,300	256,509
Total assets	694,539	676,421
Current liabilities:
Accounts payable	166,352	150,333
Customer deposits	46,559	38,042
Accrued liabilities	54,866	49,422
Income tax payable	0	2,145
Total current liabilities	267,777	239,942
Long-term liabilities:
Deferred rent	76,704	77,777
Other long-term liabilities	11,382	12,044
Total long-term liabilities	88,086	89,821
Total liabilities	355,863	329,763
Stockholders’ equity:
Preferred stock, par value $.0001; 10,000,000 shares authorized; no shares issued and outstanding as of June 30, 2013 and March 31, 2013, respectively	0	0
Common stock, par value $.0001; 150,000,000 shares authorized; 40,827,899 and 40,640,743 shares issued; and 30,957,240 and 31,468,453 outstanding as of June 30, 2013 and March 31, 2013, respectively	4	4
Additional paid-in capital	291,395	287,806
Retained earnings	153,390	154,650
Common stock held in treasury at cost, 9,870,659 and 9,172,290 shares as of June 30, 2013 and March 31, 2013, respectively	(106,113)	(95,802)
Total stockholders’ equity	338,676	346,658
Total liabilities and stockholders’ equity	$ 694,539	$ 676,421

XML

Stockholders' Equity

3 Months Ended

Jun. 30, 2013

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

The Company filed a universal shelf registration statement which was declared effective on July 3, 2013, registering $300 million principal amount of its securities, which may be sold by hhgregg under such registration statement at any time. Each of Gregg Appliances and HHG Distributing were additional registrants to the shelf registration statement because each may guarantee any debt securities that are issued by hhgregg under the shelf registration statement. Gregg Appliances and HHG Distributing are exempt from reporting under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 12h-5 under the Exchange Act as: (i) hhgregg has no independent assets or operations; (ii) any guarantees of the subsidiary guarantors of debt securities issued under the shelf registration statement are full and unconditional and joint and several; and (iii) there are no subsidiaries of hhgregg other than Gregg Appliances and HHG Distributing.

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash flows from operating activities:
Net loss	$ (1,260)	$ (5,700)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	11,038	9,414
Amortization of deferred financing costs	166	166
Stock-based compensation	1,452	1,694
Excess tax deficiency (benefit) from stock based compensation	37	(546)
Gain on sales of property and equipment	0	(76)
Deferred income taxes	(779)	741
Tenant allowances received from landlords	555	1,984
Changes in operating assets and liabilities:
Accounts receivable—trade	(13,137)	(9,136)
Accounts receivable—other	505	(2,801)
Merchandise inventories	(33,947)	(44,483)
Income tax receivable	(1,268)	(12,101)
Prepaid expenses and other assets	(244)	730
Accounts payable	10,193	2,235
Customer deposits	8,517	7,246
Increase (Decrease) in Income Taxes Payable	(2,145)	0
Accrued liabilities	5,444	3,150
Deferred rent	(1,646)	(1,404)
Other long-term liabilities	(662)	30
Net cash used in operating activities	(17,181)	(48,857)
Cash flows from investing activities:
Purchases of property and equipment	(5,360)	(15,221)
Proceeds from sales of property and equipment	0	17
Net cash used in investing activities	(5,360)	(15,204)
Cash flows from financing activities:
Purchases of treasury stock	(10,311)	(11,195)
Proceeds from exercise of stock options	2,174	3,805
Excess tax (deficiency) benefit from stock-based compensation	(37)	546
Net (decrease) increase in bank overdrafts	(8,400)	4,824
Net borrowings on inventory financing facility	13,643	11,126
Net cash (used in) provided by financing activities	(2,931)	9,106
Net decrease in cash and cash equivalents	(25,472)	(54,955)
Cash and cash equivalents
Beginning of period	48,592	59,244
End of period	23,120	4,289
Supplemental disclosure of cash flow information:
Interest paid	428	29
Income taxes paid	3,375	6,894
Capital expenditures included in accounts payable	$ 2,074	$ 5,294

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Condensed Consolidated Statements of Operations (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Income Statement [Abstract]
Net sales	$ 524,922	$ 489,856
Cost of goods sold	370,157	343,197
Gross profit	154,765	146,659
Selling, general and administrative expenses	119,309	118,773
Net advertising expense	25,896	27,616
Depreciation and amortization expense	11,038	9,414
Loss from operations	(1,478)	(9,144)
Other expense (income):
Interest expense	604	478
Interest income	(5)	(2)
Total other expense	599	476
Loss before income taxes	(2,077)	(9,620)
Income tax benefit	(817)	(3,920)
Net loss	$ (1,260)	$ (5,700)
Net loss per share
Basic (in dollars per share)	$ (0.04)	$ (0.16)
Diluted (in dollars per share)	$ (0.04)	$ (0.16)
Weighted average shares outstanding-basic	31,263,226	36,138,688
Weighted average shares outstanding-diluted	31,263,226	36,138,688

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Debt (Additional Information) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				3 Months Ended
	Jun. 30, 2013	Jul. 29, 2013	Jun. 30, 2013 Revolving Credit Facility [Member]	Mar. 31, 2013 Revolving Credit Facility [Member]	Jun. 30, 2013 Lower Limit [Member]	Jun. 30, 2013 Upper Limit [Member]	Jun. 30, 2013 Line of Credit [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 300	$ 400
Line of credit facility, maturity date	Mar. 29, 2016
Unused line rate for a daily average greater than or equal to 50% of the defined borrowing base					0.375%	0.50%
Line of credit facility borrowing base percentage of liquidation value of all eligible inventory	90.00%
Line of credit facility borrowing base percentage of the net book value of eligible inventory	75.00%
Line of credit facility borrowing base percentage of all commercial and credit card receivables	90.00%
Financial maintenance covenant, percentage of excess availability	10.00%		12.50%
Financial maintenance covenant, excess availability	20.0
Financial maintenance covenant, fixed charge coverage ratio							1.0
Line of credit facility, total borrowing availability			220.8	189.8
Line of credit, interest rate			4.25%	4.25%
Letters of Credit Outstanding, Amount			$ 4.9	$ 4.9

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Summary of Significant Accounting Policies (Details)	3 Months Ended
	Jun. 30, 2013 Segment Store
Accounting Policies [Abstract]
Number of stores	228
Number of reportable segments	1

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Stockholders' Equity (Details) (USD $) In Millions, unless otherwise specified	Jul. 14, 2009
Equity [Abstract]
Shelf registration statement maximum amount of securities authorized for issuance	$ 300

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Share Repurchase Program (Number and Cost of Share Repurchased) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Equity, Class of Treasury Stock [Line Items]
Cost of shares repurchased	$ 10,311
May 2013 Program [Member]
Equity, Class of Treasury Stock [Line Items]
Number of shares repurchased	698,369	0
Cost of shares repurchased	10,311	0
May 2012 Program [Member]
Equity, Class of Treasury Stock [Line Items]
Number of shares repurchased	0	1,076,074
Cost of shares repurchased	$ 0	$ 11,195

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Stock-based Compensation

3 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based Compensation

Stock-based Compensation

Stock Options

On April 2, 2013, the Company's Board of Directors approved a one-time voluntary stock option exchange program (the "Offer") as amended on April 17, 2013. On April 2, 2013, the Company commenced the Offer, which allowed employees to surrender all outstanding and unexercised stock options, whether vested or unvested, that were granted subsequent to July 18, 2007, (the “Eligible Options”) in a one-for-one exchange for new options (the “New Options”). Under the Offer, employees who chose to participate would receive New Options with an exercise price per share equal to the greater of (a) $10.00 or (b) the closing price of the Company's Common Stock as reported on the New York Stock Exchange on the new option grant date. Additionally, the Offer did not allow partial tenders of any one particular option grant, however employees could choose to exchange some but not all Eligible Option grants held by any optionee. Options granted prior to July 19, 2007 were not eligible for exchange.

The Exchange Offer expired on April 30, 2013. Pursuant to the Exchange Offer, a total of 58 eligible participants tendered and the Company accepted for cancellation, options to purchase an aggregate of 898,665 shares of the Company's common stock. The eligible stock options that were accepted for cancellation represented approximately 31% of the options eligible for participation in the Exchange Offer. Pursuant to the terms and conditions of the Amended Exchange Offer, on May 1, 2013, the Company issued 898,665 stock options in exchange for the tendered stock options. The Company will recognize the incremental expense resulting from this exchange, aggregating $1.4 million, over the three-year vesting period in accordance with the Exchange Offer.

The following table summarizes the activity under the Company’s Stock Option Plans for the three months ended June 30, 2013:

	Number of Options Outstanding		Weighted Average Exercise Price per Share
Outstanding at March 31, 2013	3,322,462		$	15.81
Granted	1,704,805		13.92
Exercised	(187,156	)	11.62
Canceled	(905,331	)	22.97
Expired	(15,668	)	21.56
Outstanding at June 30, 2013	3,919,112		$	13.50

During the three months ended June 30, 2013, the Company granted options for 1,704,805 shares of common stock under the 2007 Equity Incentive Plan to certain employees and directors of the Company. The options vest in equal amounts over a three-year period beginning on the first anniversary of the date of grant and expire 7 years from the date of the grant. The fair value of each option grant is estimated on the date of grant and is amortized on a straight-line basis over the vesting period.

The weighted-average estimated fair value of options granted to employees and directors under the 2007 Equity Incentive Plan was $7.05 during the three months ended June 30, 2013, using the Black-Scholes model with the following weighted average assumptions:

Risk-free interest rate	0.58% - 0.90
Dividend yield	—
Expected volatility	63.2	%
Expected life of the options (years)	4.5
Forfeitures	7.20	%

Time Vested Restricted Stock Units

During the three months ended June 30, 2013, the Company granted 27,237 time vested restricted stock units (“RSUs”) under the 2007 Equity Incentive Plan to certain directors of the Company. The RSUs vest three years from the date of grant. Upon vesting, the outstanding number of RSUs will be converted into shares of common stock. RSUs are forfeited if they have not vested before the employment of the participant terminates for any reason other than death or total permanent disability or certain other circumstances as described in such participant’s RSU agreement. Upon death or disability, the participant is entitled to receive a portion of the award based upon the period of time lapsed between the date of grant of the RSU and the termination of employment. The fair value of RSU awards is based on the Company’s stock price at the close of the market on the date of grant. The weighted average grant date fair value for the RSUs issued during the three months ended June 30, 2013 was $14.32.

The following table summarizes RSU vesting activity for the three months ended June 30, 2013:

Nonvested RSU’s	Shares	Weighted Average Grant-Date Fair Value
Nonvested at March 31, 2013	155,600	$	12.38
Granted	27,237	14.32
Vested	—	—
Forfeited	—	—
Nonvested at June 30, 2013	182,837	$	12.67

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Stock-based Compensation (Summary of Stock Option Plans Activity) (Details) (Stock Options [Member], USD $)	3 Months Ended
	Jun. 30, 2013
Stock Options [Member]
Number of Options Outstanding
Beginning Balance	3,322,462
Granted	1,704,805
Exercised	(187,156)
Canceled	(905,331)
Expired	(15,668)
Ending Balance	3,919,112
Weighted Average Exercise Price per Share
Beginning Balance	$ 15.81
Granted	$ 13.92
Exercised	$ 11.62
Canceled	$ 22.97
Expired	$ 21.56
Ending Balance	$ 13.50

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Description of Business

Description of Business

hhgregg, Inc. (the “Company” or “hhgregg”) is a specialty retailer of home appliances, televisions, computers, consumer electronics, home entertainment furniture, mattresses, fitness equipment and related services operating under the name hhgregg^™. As of June 30, 2013, the Company had 228 stores located in Alabama, Delaware, Florida, Georgia, Illinois, Indiana, Kentucky, Louisiana, Maryland, Mississippi, Missouri, New Jersey, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia, West Virginia, and Wisconsin. The Company operates in one reportable segment.

Interim FInancial Information

Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, these unaudited condensed consolidated financial statements reflect all necessary adjustments, which are of a normal recurring nature, for a fair presentation of such data. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of hhgregg and the notes thereto for the fiscal year ended March 31, 2013, included in the Company’s Annual Report on Form 10-K filed with the SEC on May 20, 2013.

The consolidated results of operations, financial position and cash flows for interim periods are not necessarily indicative of those to be expected for a full year. The Company has made a number of estimates and assumptions relating to the assets and liabilities and the reporting of sales and expenses to prepare these unaudited condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates.

Principles of Consolidation

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of hhgregg and its wholly-owned subsidiary, Gregg Appliances, Inc. (“Gregg Appliances”). Gregg Appliances has a wholly-owned subsidiary, HHG Distributing LLC (“HHG Distributing”), which has no assets or operations.

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Debt

3 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Debt

Debt

A summary of debt at June 30, 2013 and March 31, 2013 is as follows (in thousands):

	June 30, 2013		March 31, 2013
Revolving Credit Facility	$	—	$	—

The capacity for borrowings under the Company’s Revolving Credit Facility is $300 million, subject to borrowing base availability. The facility expires on March 29, 2016.

Interest on borrowings (other than Eurodollar rate borrowings) is payable monthly at a fluctuating rate based on the bank’s prime rate or LIBOR plus an applicable margin. Interest on Eurodollar rate borrowings is payable on the last day of each “interest period” applicable to such borrowing or on the three month anniversary of the beginning of such “interest period” for interest periods greater than three months. The unused line rate is determined based on the amount of the daily average of the outstanding borrowings for the immediately preceding calendar quarter period (the “Daily Average”). For a Daily Average greater than or equal to 50% of the defined borrowing base, the unused line rate is 0.375%. For a Daily Average less than 50% of the defined borrowing base, the unused line rate is 0.50%. The Revolving Credit Facility is guaranteed by Gregg Appliances’ wholly-owned subsidiary, HHG Distributing, which has no assets or operations. The guarantee is full and unconditional and Gregg Appliances has no other subsidiaries.

Pursuant to the Revolving Credit Facility, the borrowing base is equal to the sum of (i) the lesser of (a) 90% of the net orderly liquidation value of all eligible inventory of Gregg Appliances or (b) 75% of the net book value of such eligible inventory and (ii) 90% of all commercial and credit card receivables of Gregg Appliances, in each case subject to customary reserves and eligibility criteria.

Under the Revolving Credit Facility, Gregg Appliances is not required to comply with any financial maintenance covenant unless “excess availability” is less than the greater of (i) 10.0% of the lesser of (A) the defined borrowing base or (B) the defined maximum credit or (ii) $20.0 million during the continuance of which event Gregg Appliances is subject to compliance with a fixed charge coverage ratio of 1.0 to 1.0.

Pursuant to the Revolving Credit Facility, if Gregg Appliances has “excess availability” of less than 12.5% of the lesser of (A) the defined borrowing base or (B) the defined maximum credit, it may, in certain circumstances more specifically described in the Revolving Credit Facility, become subject to cash dominion control.

The Revolving Credit Facility places limitations on the ability of Gregg Appliances to, among other things, incur debt, create other liens on its assets, make investments, sell assets, pay dividends, undertake transactions with affiliates, enter into merger transactions, enter into unrelated businesses, open collateral locations outside of the United States, or enter into consignment assignments or floor plan financing arrangements. The Revolving Credit Facility also contains various customary representations and warranties, financial and collateral reporting requirements and other affirmative and negative covenants. Gregg Appliances was in compliance with the restrictions and covenants in the Revolving Credit Facility at June 30, 2013.

As of June 30, 2013 and March 31, 2013, Gregg Appliances had no borrowings outstanding under the Revolving Credit Facility. As of June 30, 2013 and March 31, 2013, Gregg Appliances had $4.9 million of letters of credit outstanding, which expire through December 31, 2013. The total borrowing availability under the Revolving Credit Facility was $220.8 million and $189.8 million as of June 30, 2013 and March 31, 2013, respectively. The interest rate based on the bank’s prime rate as of June 30, 2013 and March 31, 2013 was 4.25%.

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Summary of Significant Accounting Policies

3 Months Ended

Jun. 30, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Description of Business

hhgregg, Inc. (the “Company” or “hhgregg”) is a specialty retailer of home appliances, televisions, computers, consumer electronics, home entertainment furniture, mattresses, fitness equipment and related services operating under the name hhgregg^™. As of June 30, 2013, the Company had 228 stores located in Alabama, Delaware, Florida, Georgia, Illinois, Indiana, Kentucky, Louisiana, Maryland, Mississippi, Missouri, New Jersey, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee, Virginia, West Virginia, and Wisconsin. The Company operates in one reportable segment.

Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of the Company’s management, these unaudited condensed consolidated financial statements reflect all necessary adjustments, which are of a normal recurring nature, for a fair presentation of such data. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of hhgregg and the notes thereto for the fiscal year ended March 31, 2013, included in the Company’s Annual Report on Form 10-K filed with the SEC on May 20, 2013.

The consolidated results of operations, financial position and cash flows for interim periods are not necessarily indicative of those to be expected for a full year. The Company has made a number of estimates and assumptions relating to the assets and liabilities and the reporting of sales and expenses to prepare these unaudited condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of hhgregg and its wholly-owned subsidiary, Gregg Appliances, Inc. (“Gregg Appliances”). Gregg Appliances has a wholly-owned subsidiary, HHG Distributing LLC (“HHG Distributing”), which has no assets or operations.

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Stock-based Compensation (Summary of RSU Vesting Activity) (Details) (Restricted Stock Units (RSUs) [Member], USD $)	3 Months Ended
	Jun. 30, 2013
Restricted Stock Units (RSUs) [Member]
Shares
Beginning Balance	155,600
Granted	27,237
Vested	0
Forfeited	0
Ending Balance	182,837
Weighted Average Grant-Date Fair Value
Beginning Balance	$ 12.38
Granted	$ 14.32
Vested	$ 0.00
Forfeited	$ 0.00
Ending Balance	$ 12.67

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Inventories (Tables)

3 Months Ended

Jun. 30, 2013

Inventory Disclosure [Abstract]

Net Merchandise Inventories

Net merchandise inventories consisted of the following at June 30, 2013 and March 31, 2013 (in thousands):

	June 30, 2013		March 31, 2013
Appliances	$	148,346	$	120,972
Consumer electronics	140,487		126,019
Computing and wireless	37,436		46,020
Home products	23,240		22,551
Net merchandise inventory	$	349,509	$	315,562

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Share Repurchase Program

3 Months Ended

Jun. 30, 2013

Share Repurchase Program Disclosure [Abstract]

Share Repurchase Program

Share Repurchase Program

On May 16, 2013, the Company’s Board of Directors authorized a new share repurchase program, which became effective on May 22, 2013, (the “May 2013 Program”) allowing the Company to repurchase up to $50 million of its common stock. The share repurchase program allows the Company to purchase its common stock on the open market or in privately negotiated transactions in accordance with applicable laws and regulations, and expires on May 22, 2014. The previous share repurchase program expired on May 21, 2013.

The following table shows the number and cost of shares repurchased during the three months ended June 30, 2013 and 2012, respectively ($ in thousands):

	Three Months Ended
	June 30, 2013		June 30, 2012
May 2013 Program
Number of shares repurchased	698,369		—
Cost of shares repurchased	$	10,311	$	—
May 2012 Program
Number of shares repurchased	—		1,076,074
Cost of shares repurchased	$	—	$	11,195

As of June 30, 2013, the Company had $39.7 million remaining under the May 2013 Program. The repurchased shares are classified as treasury stock within stockholders’ equity in the accompanying condensed consolidated balance sheets.

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Share Repurchase Program (Tables)

3 Months Ended

Jun. 30, 2013

Share Repurchase Program Disclosure [Abstract]

Number and cost of shares repurchased

The following table shows the number and cost of shares repurchased during the three months ended June 30, 2013 and 2012, respectively ($ in thousands):

	Three Months Ended
	June 30, 2013		June 30, 2012
May 2013 Program
Number of shares repurchased	698,369		—
Cost of shares repurchased	$	10,311	$	—
May 2012 Program
Number of shares repurchased	—		1,076,074
Cost of shares repurchased	$	—	$	11,195

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Debt (Tables)

3 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Summary of Debt

A summary of debt at June 30, 2013 and March 31, 2013 is as follows (in thousands):

	June 30, 2013		March 31, 2013
Revolving Credit Facility	$	—	$	—

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Document and Entity Information	3 Months Ended
	Jun. 30, 2013	Jul. 29, 2013
Document Documentand Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Trading Symbol	HGG
Entity Registrant Name	HHGREGG, INC.
Entity Central Index Key	0001396279
Current Fiscal Year End Date	--03-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		30,957,240

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Stock-based Compensation (Tables)

3 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Stock Option Plans Activity

The following table summarizes the activity under the Company’s Stock Option Plans for the three months ended June 30, 2013:

	Number of Options Outstanding		Weighted Average Exercise Price per Share
Outstanding at March 31, 2013	3,322,462		$	15.81
Granted	1,704,805		13.92
Exercised	(187,156	)	11.62
Canceled	(905,331	)	22.97
Expired	(15,668	)	21.56
Outstanding at June 30, 2013	3,919,112		$	13.50

Black Scholes Model Weighted Average Assumptions

The weighted-average estimated fair value of options granted to employees and directors under the 2007 Equity Incentive Plan was $7.05 during the three months ended June 30, 2013, using the Black-Scholes model with the following weighted average assumptions:

Risk-free interest rate	0.58% - 0.90
Dividend yield	—
Expected volatility	63.2	%
Expected life of the options (years)	4.5
Forfeitures	7.20	%

Summary of RSU Vesting Activity

The following table summarizes RSU vesting activity for the three months ended June 30, 2013:

Nonvested RSU’s	Shares	Weighted Average Grant-Date Fair Value
Nonvested at March 31, 2013	155,600	$	12.38
Granted	27,237	14.32
Vested	—	—
Forfeited	—	—
Nonvested at June 30, 2013	182,837	$	12.67