SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(State or other jurisdiction of

incorporation or organization)

4151 East 96^th Street

(Registrant’s telephone number, including area code)

(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 ~~November 2, 2015~~August 1, 2016 was ~~27,707,978.~~27,798,354.

~~Table of Contents~~

HHGREGG, INC. AND SUBSIDIARIES

Report on Form 10-Q

For the Quarter Ended ~~September~~June 30, ~~2015~~2016



		Page

Part I. Financial Information

Item 1.	Condensed Consolidated Financial Statements (unaudited):

	Condensed Consolidated Statements of Operations for the Three ~~and Six~~ Months Ended ~~September~~June 30, ~~2015~~2016 and ~~2014~~2015	3

	Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2015~~2016 and March 31, ~~2015~~2016	4

	Condensed Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~September~~June 30, ~~2015~~2016 and ~~2014~~2015	5

	Condensed Consolidated Statement of Stockholders’ Equity for the ~~Six~~Three Months Ended ~~September~~June 30, ~~2015~~2016	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	2019

Item 4.	Controls and Procedures	2019

Part II. Other Information

Item 1.	Legal Proceedings	2120

Item 1A.	Risk Factors	2120

Item 6.	Exhibits	2120

Signatures		2221

~~Table of Contents~~



Part I.	Financial Information



ITEM 1.	Condensed Consolidated Financial Statements

HHGREGG, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended						Six Months Ended						Three Months Ended
	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014			June 30, 2016			June 30, 2015
	(In thousands, except share and per share data)												(In thousands, except share and per share data)
Net sales	$	486,876		$	505,862		$	927,939		$	978,154		$	423,572		$	441,063
Cost of goods sold	348,231			358,817			654,937			690,770			292,063			306,706
Gross profit	138,645			147,045			273,002			287,384			131,509			134,357
Selling, general and administrative expenses	113,479			119,112			224,583			235,701			108,109			111,104
Net advertising expense	26,254			33,049			49,308			60,273			22,869			23,054
Depreciation and amortization expense	8,391			10,823			16,760			21,298			6,978			8,369
Loss from operations	(9,479		)	(15,939		)	(17,649		)	(29,888		)	(6,447		)	(8,170		)
Other expense (income):
Interest expense	649			678			1,239			1,307			785			590
Interest income	(2		)	(2		)	(7		)	(7		)	(5		)	(5		)
Total other expense	647			676			1,232			1,300			780			585
Loss before income taxes	(10,126		)	(16,615		)	(18,881		)	(31,188		)	(7,227		)	(8,755		)
Income tax benefit	—			(6,231		)	—			(10,535		)
Income taxes													—			—
Net loss	$	(10,126	)	$	(10,384	)	$	(18,881	)	$	(20,653	)	$	(7,227	)	$	(8,755	)
Net loss per share
Basic and diluted	$	(0.37	)	$	(0.37	)	$	(0.68	)	$	(0.73	)	$	(0.26	)	$	(0.32	)
Weighted average shares outstanding-basic and diluted	27,707,978			28,394,164			27,694,169			28,419,417			27,741,261			27,680,209

See accompanying notes to condensed consolidated financial statements.

~~Table of Contents~~

HHGREGG, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)


	September 30, 2015			March 31, 2015			June 30, 2016			March 31, 2016
	(In thousands, except share data)						(In thousands, except share data)
Assets
Current assets:
Cash and cash equivalents	$	34,877		$	30,401
Accounts receivable—trade, less allowances of $5 and $19 as of September 30, 2015 and March 31, 2015, respectively	11,556			11,901
Cash							$	1,214		$	3,703
Accounts receivable—trade, less allowances of $3 and $5 as of June 30, 2016 and March 31, 2016, respectively							17,131			11,106
Accounts receivable—other	14,383			16,715			18,672			14,937
Merchandise inventories, net	288,690			257,469			292,025			256,559
Prepaid expenses and other current assets	5,381			6,581			10,021			6,333
Income tax receivable	706			5,326			1,107			1,130
Total current assets	355,593			328,393			340,170			293,768
Net property and equipment	118,463			128,107			85,236			87,472
Deferred financing costs, net	1,526			1,796			2,432			1,257
Deferred income taxes	7,816			6,489
Other assets	2,905			2,844			3,239			2,855
Total long-term assets	130,710			139,236			90,907			91,584
Total assets	$	486,303		$	467,629		$	431,077		$	385,352
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	143,840		$	112,143		$	145,383		$	107,474
Line of credit							—			—
Customer deposits	50,851			48,742			54,682			43,235
Accrued liabilities	52,454			46,723			49,466			43,370
Deferred income taxes	7,816			6,489
Total current liabilities	254,961			214,097			249,531			194,079
Long-term liabilities:
Deferred rent	63,887			67,935			56,598			59,101
Other long-term liabilities	11,128			12,009			10,381			10,818
Total long-term liabilities	75,015			79,944			66,979			69,919
Total liabilities	329,976			294,041			316,510			263,998
Stockholders’ equity:
Preferred stock, par value $.0001; 10,000,000 shares authorized; no shares issued and outstanding as of September 30, 2015 and March 31, 2015, respectively	—			—
Common stock, par value $.0001; 150,000,000 shares authorized; 41,204,660 and 41,161,753 shares issued; and 27,707,978 and 27,665,071 outstanding as of September 30, 2015 and March 31, 2015, respectively	4			4
Preferred stock, par value $.0001; 10,000,000 shares authorized; no shares issued and outstanding as of June 30, 2016 and March 31, 2016, respectively							—			—
Common stock, par value $.0001; 150,000,000 shares authorized; 41,291,415 and 41,204,660 shares issued; and 27,794,733 and 27,707,978 outstanding as of June 30, 2016 and March 31, 2016, respectively							4			4
Additional paid-in capital	303,300			301,680			304,765			304,325
Retained earnings	3,251			22,132
Common stock held in treasury at cost 13,496,682, shares as of September 30, 2015 and March 31, 2015	(150,228		)	(150,228		)
Accumulated deficit							(39,974		)	(32,747		)
Common stock held in treasury at cost 13,496,682, shares as of June 30, 2016 and March 31, 2016							(150,228		)	(150,228		)
Total stockholders’ equity	156,327			173,588			114,567			121,354
Total liabilities and stockholders’ equity	$	486,303		$	467,629		$	431,077		$	385,352

See accompanying notes to condensed consolidated financial statements.

~~Table of Contents~~

HHGREGG, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended						Three Months Ended
	September 30, 2015			September 30, 2014			June 30, 2016			June 30, 2015
	(In thousands)						(In thousands)
Cash flows from operating activities:
Net loss	$	(18,881	)	$	(20,653	)	$	(7,227	)	$	(8,755	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	16,760			21,298			6,978			8,369
Amortization of deferred financing costs	270			269			135			135
Stock-based compensation	1,684			2,547			440			898
Loss on sales of property and equipment	52			166
Deferred income taxes	—			470
Loss on early extinguishment of debt							126			—
Gain on sales of property and equipment							(63		)	(78		)
Tenant allowances received from landlords	721			306			—			580
Changes in operating assets and liabilities:
Accounts receivable—trade	345			(329		)	(6,025		)	(5,277		)
Accounts receivable—other	1,631			(1,262		)	(3,735		)	46
Merchandise inventories	(31,221		)	(37,157		)	(35,466		)	(67,082		)
Income tax receivable	4,620			(8,344		)	23			(19		)
Prepaid expenses and other assets	1,217			(121		)	(4,004		)	(3,645		)
Accounts payable	29,461			30,350			44,905			55,081
Customer deposits	2,109			7,288			11,447			995
Income tax payable	—			(122		)
Accrued liabilities	5,667			350			6,096			5,438
Deferred rent	(4,068		)	(3,662		)	(2,503		)	(1,848		)
Other long-term liabilities	(747		)	(469		)	(370		)	(1,072		)
Net cash provided by (used in) operating activities	9,620			(9,075		)	10,757			(16,234		)
Cash flows from investing activities:
Purchases of property and equipment	(8,118		)	(11,059		)	(3,910		)	(4,304		)
Proceeds from sales of property and equipment	62			43			4			11
Purchases of corporate-owned life insurance	(78		)	(384		)	(68		)	(73		)
Net cash used in investing activities	(8,134		)	(11,400		)	(3,974		)	(4,366		)
Cash flows from financing activities:
Purchases of treasury stock	—			(976		)
Net borrowings on inventory financing facility	2,990			13,844
Net cash provided by financing activities	2,990			12,868
Net increase (decrease) in cash and cash equivalents	4,476			(7,607		)
Net repayments on inventory financing facility							(7,836		)	(59		)
Payment of financing costs							(1,436		)	—
Net cash used in financing activities							(9,272		)	(59		)
Net decrease in cash and cash equivalents							(2,489		)	(20,659		)
Cash and cash equivalents
Beginning of period	30,401			48,164			3,703			30,401
End of period	$	34,877		$	40,557		$	1,214		$	9,742
Supplemental disclosure of cash flow information:
Interest paid	$	966		$	552		$	647		$	459
Income taxes received	$	(4,600	)	$	(2,510	)
Income taxes (received) paid							$	(23	)	$	19
Capital expenditures included in accounts payable	$	655		$	1,094		$	2,105		$	1,352

See accompanying notes to condensed consolidated financial statements.

~~Table of Contents~~

HHGREGG, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Stockholders’ Equity

~~Six~~Three Months Ended ~~September~~June 30, ~~2015~~2016

(Dollars in thousands, Unaudited)


	Common Shares Outstanding	Preferred Stock		Common Stock		Additional Paid-in Capital			Retained Earnings			Common Stock Held in Treasury			Total Stockholders’ Equity			Common Shares Outstanding	Preferred Stock		Common Stock		Additional Paid-in Capital		Accumulated Deficit			Common Stock Held in Treasury			Total Stockholders’ Equity
Balance at March 31, 2015	27,665,071	$	—	$	4	$	301,680		$	22,132		$	(150,228	)	$	173,588
Balance at March 31, 2016																		27,707,978	$	—	$	4	$	304,325	$	(32,747	)	$	(150,228	)	$	121,354
Net loss									(18,881		)				(18,881		)	—	—		—		—		(7,227		)	—			(7,227		)
Vesting of RSUs, net of tax withholdings	42,907	—		—		(64		)	—			—			(64		)	86,755	—		—		—		—			—			—
Stock compensation expense	—	—		—		1,684			—			—			1,684			—	—		—		440		—			—			440
Balance at September 30, 2015	27,707,978	$	—	$	4	$	303,300		$	3,251		$	(150,228	)	$	156,327
Balance at June 30, 2016																		27,794,733	$	—	$	4	$	304,765	$	(39,974	)	$	(150,228	)	$	114,567

See accompanying notes to condensed consolidated financial statements.

~~Table of Contents~~

HHGREGG, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)


(1)	Summary of Significant Accounting Policies

Description of Business

hhgregg, Inc. (“hhgregg” or the “Company”) is an appliance, electronics and furniture retailer that is committed to providing customers with a truly differentiated purchase experience through superior customer service, knowledgeable sales associates and the highest quality product selections. Founded in 1955, hhgregg is a multi-regional retailer with ~~227~~226 brick-and-mortar stores in 20 states that also offers market-leading global and local brands at value prices nationwide via hhgregg.com. The Company ~~operates in~~reports its results as one reportable segment.

On August 31, 2015, hhgregg Inc., a Delaware corporation, changed its state of incorporation from Delaware to Indiana. This reincorporation was effectuated by a merger ("Reincorporation Merger") of the Company with and into hhgregg Indiana, Inc., an Indiana corporation (“hhgregg Indiana”), then a wholly-owned Indiana subsidiary of the Company established for such purpose. At that time, hhgregg Indiana changed its name to “hhgregg, Inc.”

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, ~~2015~~2016, included in the Company’s Annual Report on Form 10-K filed with the SEC on May ~~15, 2015.~~19, 2016.

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.

Recently Issued Accounting Pronouncements

In ~~May 2014,~~March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, Improvements to Employee Share-Based Payment Accounting, ("ASU 2016-09") which is intended to improve the accounting for share-based payment transactions as part of the FASB’s simplification initiative. The ASU changes certain aspects of the accounting for share-based payment award transactions, including: (1) accounting for income taxes; (2) classification of excess tax benefits on the statement of cash flows; (3) forfeitures; (4) minimum statutory tax withholding requirements; and (5) classification of employee taxes paid on the statement of cash flows when an employer withholds shares for tax-withholding purposes. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those years with early adoption permitted. The Company is evaluating the effect that ASU No. 2016-09 will have on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU No. 2016-02"), which requires an entity that is a lessee to recognize the assets and liabilities arising from leases on the balance sheet. This guidance also requires disclosures about the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods and early adoption is permitted. The Company is evaluating the effect that ASU No. 2016-02 will have on its consolidated financial statements and related disclosures.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to clarify the principles used to recognize revenue for all entities. The original standard was to be effective for fiscal years beginning after December 15, 2016; however, in July 2015, the FASB approved a one-year deferral of this standard, with a new effective date for fiscal years beginning after December 15, 2017. While the Company is still in the process of evaluating the impact, if any, the adoption of this guidance will have on its financial position and results of operations, the Company does not currently expect a material impact on its consolidated financial statements.

Recently Adopted Accounting Pronouncements

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which will require entities to present deferred tax assets ("DTA") and deferred tax liabilities ("DTL") as non-current in a classified balance sheet. The ASU simplified the current guidance, which requires entities to separately present DTAs and DTLs as current and non-current in a classified balance sheet. This standard is effective for annual periods and interim periods within those fiscal years, beginning after December 15, 2016 but permits entities to early adopt at the beginning of any interim or annual period. The Company adopted ASU 2015-17 in the period ending December 31, 2015, prospectively, as it believes the adoption of this standard reduces complexity of its condensed consolidated financial statements as well as enhances the usefulness of the related financial information. Prior periods presented in the condensed consolidated balance sheet are not retrospectively adjusted.

In April 2015, the FASB issued an accounting pronouncement, FASB ASU 2015-3, related to the presentation of debt issuance costs (FASB ASC Subtopic 835-30). This standard ~~will require~~requires debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. These costs ~~will~~ continue to be amortized to interest expense using the effective interest method. ~~This pronouncement is~~In August 2015, FASB issued ASU 2015-15 Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. These pronouncements were effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, and retrospective adoption iswas required. The Company ~~will adopt this pronouncement~~adopted the pronouncements for its fiscal year beginning April 1, ~~2016.~~2016 for costs associated with their line of credit facility. The Company's accounting policy for these costs did not change with the adoption of the new pronouncements. The Company ~~does not expect this pronouncement~~defers such costs and present them as an asset on the balance sheet and amortize the costs ratably over the term of the arrangement to ~~have a material effect on its consolidated financial statements.~~ interest expense.


(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.

~~Table of Contents~~


(3)	Property and Equipment

Property and equipment consisted of the following at ~~September~~June 30, ~~2015~~2016 and March 31, ~~2015~~2016 (in thousands):


	September 30, 2015			March 31, 2015			June 30, 2016			March 31, 2016
Machinery and equipment	$	26,180		$	25,956		$	23,697		$	23,700
Store fixtures and furniture	165,637			162,737			150,950			150,390
Vehicles	1,896			1,962			1,789			1,757
Signs	15,038			15,070			11,942			11,959
Leasehold improvements	133,953			130,887			104,234			103,908
Construction in progress	1,913			3,862			3,071			1,792
	344,617			340,474			295,683			293,506
Less accumulated depreciation and amortization	(226,154		)	(212,367		)	(210,447		)	(206,034		)
Net property and equipment	$	118,463		$	128,107		$	85,236		$	87,472


(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 vesting of restricted stock units. For the three ~~and six~~ months ended ~~September~~June 30, ~~2015~~2016 and ~~2014,~~2015, 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 periods and such shares would be antidilutive.

The following table presents net loss per basic and diluted share for the ~~three and~~ ~~six~~three months ended ~~September~~June 30, ~~2015~~2016 and ~~2014~~2015 (in thousands, except share and per share amounts):


	Three Months Ended						Six Months Ended						Three Months Ended
	September 30, 2015			September 30, 2014			September 30, 2015			September 30, 2014			June 30, 2016			June 30, 2015
Net loss (A)	$	(10,126	)	$	(10,384	)	$	(18,881	)	$	(20,653	)	$	(7,227	)	$	(8,755	)
Weighted average outstanding shares of common stock (B)	27,707,978			28,394,164			27,694,169			28,419,417			27,741,261			27,680,209
Dilutive effect of employee stock options and restricted stock units	—			—			—			—
Common stock and potential dilutive common shares (C)	27,707,978			28,394,164			27,694,169			28,419,417			27,741,261			27,680,209
Net loss per share:
Basic (A/B)	$	(0.37	)	$	(0.37	)	$	(0.68	)	$	(0.73	)	$	(0.26	)	$	(0.32	)
Diluted (A/C)	$	(0.37	)	$	(0.37	)	$	(0.68	)	$	(0.73	)	$	(0.26	)	$	(0.32	)

Antidilutive shares not included in the net loss per diluted share calculation for the three months ended ~~September~~June 30, ~~2015~~2016 and ~~2014~~2015 were ~~3,373,274~~2,799,221 and ~~3,911,735, respectively. Antidilutive shares not included in the net loss per diluted share calculation for the six months ended September 30, 2015 and 2014 were 3,452,936 and 3,731,369,~~3,537,511, respectively.

Net merchandise inventories consisted of the following at ~~September~~June 30, ~~2015~~2016 and March 31, ~~2015~~2016 (in thousands):

A summary of debt at ~~September~~June 30, ~~2015~~2016 and March 31, ~~2015~~2016 is as follows (in thousands):

On ~~July 29, 2013,~~June 28, 2016, Gregg Appliances entered into ~~Amendment~~Amendments No. 12 & 3 to the Amended and Restated Loan and Security Agreement (the “Amended Facility”)~~. The capacity for borrowings~~ which amended the maximum amount available under the ~~Company's~~ Amended Facility isfrom $400 million to $~~400~~300 million, comprised of a $20 million first-in last-out revolving tranche ("the FILO") and a $280 million revolver, subject to borrowing base ~~availability. The facility expires on~~ availability, and extended the maturity date from July 29, 2018 to June 28, 2021.

Pursuant to the Amended Facility, the first $20 million of borrowings are applied to the FILO, subject to a borrowing base equal to the sum of (i) 5% of the eligible credit card A/R and (ii) 10% of the net orderly liquidation value of eligible inventory, in each case subject to customary reserves and eligibility criteria. Under the FILO, the inventory advance rate is reduced by 0.5% per quarter to 6.0% and will remain at 6.0% unless the fixed charge coverage ratio is less than 1.0x, then it will reduce by 0.5% each quarter to 5.0%. If the fixed charge coverage ratio is less than 1.0x at that time, the inventory advance rate is reduced by 0.25% each quarter. Interest on the borrowings under the FILO are payable at a fluctuating rate based on the bank's prime rate or LIBOR plus an applicable margin based on the average quarterly excess availability.

For borrowings greater than $20 million, the borrowing base is equal to the sum of (i) 90% of the amount of eligible commercial and credit card receivables of Gregg Appliances and (ii) 90% of the net recovery percentage multiplied by the value of eligible inventory consistent with the most recent appraisal of such eligible inventory. 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 Company pays an unused line fee at the unused line ~~rate. The unused line~~ rate which 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 0.25%. For a Daily Average less than 50% of the defined borrowing base, the unused line rate is 0.375%. The Amended 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 Amended Facility, the borrowing base is equal to the sum of (i)~~ ~~90%~~ ~~of the amount of the eligible commercial accounts, (ii)~~ ~~90%~~ ~~of the amount of eligible commercial and credit card receivables of Gregg Appliances and (iii)~~ ~~90%~~ ~~of the net recovery percentage multiplied by the value of eligible inventory consistent with the most recent appraisal of such eligible inventory.~~

Under the Amended Facility, Gregg Appliances is not required to comply with any financial maintenance ~~covenant. However, if~~covenant but Gregg Appliances is required to maintain “excess availability” isof the greater of (i) 10% of the defined borrowing base or (ii) $15 million. Prior to Amendments No. 2 & 3, Gregg Appliances was not required to comply with any financial maintenance covenant unless “excess availability” was 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 iswas subject to compliance with a fixed charge coverage ratio of 1.0 to 1.0.

~~Pursuant to the Amended Facility, if~~ If Gregg Appliances has “excess availability” of less than 15%, 12.5% prior to Amendments No. 2 & 3, of the lesser of (A) the defined borrowing base or (B) the defined maximum credit, it may have, in certain circumstances more specifically described in the Amended Facility, become subject to cash dominion control.

The Amended 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~~agreements or floor plan financing arrangements. The Amended 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 of the Amended Facility at ~~September~~June 30, ~~2015~~.2016.

As of ~~September~~June 30, ~~2015~~2016 and March 31, ~~2015~~2016, Gregg Appliances had no borrowings outstanding under the Amended Facility. As of September 30, 2015, Gregg Appliances had $4.5 million of letters of credit outstanding, which expire through December 31, 2015. As of March 31, 2015, Gregg Appliances had $6.5 million of letters of credit outstanding, which expire through December 31, 2015. The total borrowing availability under the Amended Facility was ~~$156.4~~$177.2 million and ~~$134.6~~$139.9 million as of ~~September~~June 30, ~~2015~~2016 and March 31, ~~2015~~2016, respectively. The Company typically borrows based on LIBOR. As of June 30, 2016, the interest rate on the FILO based on LIBOR was 5.4%. The interest rate on the ~~bank’s prime rate~~revolver based on LIBOR was ~~4.0%~~2.44% and ~~3.75%~~2.15% as of ~~September~~June 30, ~~2015~~2016 and March 31, ~~2015~~,2016, respectively.

Effective June 20, 2014, the Company adopted an Amendment to the hhgregg, Inc. 2007 Equity Incentive Plan which increased the number of shares of common stock reserved for issuance under the Plan to 9,000,000. The following table summarizes the activity under the Company’s 2007 Equity Incentive Plan for the ~~six~~three months ended ~~September~~June 30, ~~2015~~2016:

During the ~~six~~three months ended ~~September~~June 30, ~~2015~~2016, the Company ~~granted~~did not grant options ~~exercisable for~~ ~~294,792~~ ~~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~~ Plan.~~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~~ ~~$1.87~~ ~~during the~~ ~~six months ended September 30, 2015, using the Black-Scholes model with the following weighted average assumptions:~~

Time Vested Restricted Stock Units

During the ~~six~~three months ended ~~September~~June 30, ~~2015~~2016, the Company granted ~~397,288~~877,832 time vested restricted stock units (“RSUs”) under the 2007 Equity Incentive Plan to certain employees and directors of the Company. The RSUs vest in equal amounts over a three-year period beginning on the first anniversary of 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 participant's service to the Company 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 service as an employee or director. 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 ~~six~~three months ended ~~September~~June 30, ~~2015~~2016 was $~~3.83~~1.62.

The following table summarizes RSU vesting activity for the ~~six~~three months ended ~~September~~June 30, ~~2015~~2016:

~~8) Share Repurchase Program~~

On ~~May 14, 2014, the Company’s Board of Directors authorized a new share repurchase program, which became effective on May 20, 2014 (the “May 2014 Program”), allowing the Company to repurchase up to~~ ~~$40 million~~ of its common stock. The May 2014 Program allowed the Company to purchase its common stock on the open market or in privately negotiated transactions in accordance with applicable laws and regulations, and expired on ~~May 20, 2015~~.

~~The following table shows the number and cost of shares repurchased during the~~ ~~six months ended September 30, 2015~~ ~~and~~ ~~2014, respectively ($ in thousands):~~

~~The repurchased shares are classified as treasury stock within stockholders’ equity in the accompanying condensed consolidated balance sheets.~~



	Shares		Weighted Average Grant-Date Fair Value
Nonvested at March 31, 2016	370,383		$	4.83
Granted	877,832		1.62
Vested	(107,138	)	5.53
Forfeited	(44,254	)	2.36
Nonvested at June 30, 2016	1,096,823		$	2.29

The Company is engaged in various legal proceedings in the ordinary course of business and has 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 its consolidated financial position, results of operations or cash flows.

The Company iswas the defendant in a class action lawsuit captioned, Dwain Underwood, on behalf of himself and all others similarly situated v. Gregg Appliances, Inc. and hhgregg, Inc., filed in the Superior Court in Marion County, Indiana, where a former employee alleged that the Company breached a contract by failing to correctly calculate his (and other class members) incentive bonus. On July 9, 2014, the judge granted the plaintiff’s motion for class certification, and on July 17, 2015, the judge granted the plaintiff’s motion for summary judgment, although no finding on damages ~~has yet been~~was made. The ~~Company has filed an~~Company's interlocutory ~~appeal. If~~appeal to the ~~Company does not ultimately prevail in this case,~~Indiana Court of Appeals was accepted on October 23, 2015. On July 22, 2016, the ~~potential liability is approximately $2.4 million based on those individuals included~~Indiana Court of Appeals reversed the Superior Court's decision for summary judgment and directed that summary judgment be entered in the ~~class, excluding interest and other fees which cannot be determined at this time.~~Company's favor. The plaintiff has 30 days to appeal the decision. The Company believes ~~the~~a loss is not probable, and thus, as of ~~September~~June 30, ~~2015,~~2016, a liability has not been recorded for this matter.

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:

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, ~~2015~~2016, included in our latest Annual Report on Form 10-K, as filed with the SEC on May ~~15, 2015~~19, 2016.

hhgregg is an appliance, electronics and furniture retailer that is committed to providing customers with a truly differentiated purchase experience through superior customer service, knowledgeable sales associates and the highest quality product selections. Founded in 1955, hhgregg is a multi-regional retailer with ~~227~~226 brick-and-mortar stores in 20 states that also offers market-leading global and local brands at value prices nationwide via hhgregg.com. References to fiscal years in this report relate to the respective 12 month period ended March 31. Our ~~2016~~2017 fiscal year is the 12 month period ending on March 31, ~~2016~~2017.

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 website. Stores that are closed are excluded from the calculation the month before closing. 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 three sub-sections discussing our operating strategy and performance, 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, consumer electronics and home furniture products. ~~We carry approximately 350 models of major appliances~~In addition, we offer additional products not available in ~~stock, a large selection of televisions, as well as, computers, consumer electronics, furniture, mattresses, and tablets.~~our store locations online at www.hhgregg.com. Appliance and consumer electronics sales comprised ~~89%~~94% of our net sales mix for ~~the~~ three ~~and six~~ months ended ~~September~~June 30, ~~2015~~2016, and ~~87% and 88% for the three and six months ended September~~June 30, ~~2014, respectively.~~2015.

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, ~~we developed three major initiatives~~ for fiscal ~~2016. These include enhancing~~2017 we are focusing on revenue growth, productivity and realigning the organization of our ~~revenue opportunities, marketing spend reduction and re-allocation and right-sizing our expense structure.~~business.

Our first ~~initiative~~focus for fiscal ~~2016~~2017 is revenue growth. Similar to ~~continue to enhance our revenue opportunities. The~~previous years, the appliance category will continue to be the centerpiece of our business, and as such, we will continue to drive specific initiatives around the category. We will continue to enhance our product selection by adding additional Fine Lines departments. Fine Lines departments incorporate ultra premium appliances brands that are ~~not currently~~only available in our ~~hhgregg stores~~Fine Line departments and historically have improved our appliance revenues in stores. We will also continue to refine our product assortments by geography to better match our inventory with geographic preferences. The U.S. Census Bureau’s data on New Residential Construction shows that U.S. Housing Start-Ups experienced a 9.6% increase for the twelve-month period ended July 31, 2015 over the prior year

comparable period. Additionally, according to the U.S. Department of Commerce - Bureau of Economic Analysis, personal consumption expenditures for home appliances increased from $45.9 billion in calendar 2013 to $46.1 billion in 2014. We expect that as the U.S. housing market and general economy improves, the appliance industry will experience increases in demand. While this data indicates that the housing market has improved year over year, there is no guarantee that the improvementsales in the ~~housing market will continue~~adjacent hhgregg stores. During fiscal 2016, we opened one Fine Lines department and ~~will not be impacted~~plan on opening up to 15 additional Fine Lines departments in ~~the future by factors such~~fiscal 2017, of which we opened three Fine Lines departments as ~~rising interest rates. Within~~of July 1, 2016. To grow revenues in the consumer electronics category, we intend to expand our product selection and grow our online revenues through www.hhgregg.com. We plan on optimizing www.hhgregg.com to increase the online purchase of televisions and other consumer electronics by consumers as well as expand the endless aisle concept, offering products not available in stores. This

will also allow us to broaden our footprint by shipping to customers throughout the entire United States. During the three months ended June 30, 2016, we increased online sales by 33.1% compared to the prior year quarter.

During fiscal 2016, we transformed the layout of 25 stores to better showcase our selection of appliances, consumer electronics and home products. These changes were designed to make our stores more visually appealing to our customers, as well as to display merchandise by functionality. Furniture and appliances are prominently displayed in the front of the store. Due to the connected nature of the products, consumer electronics and computers and tablets are displayed together. We expect to complete the redesign of up to 100 existing stores before the fiscal 2017 holiday selling season. During the three months ended June 30, 2016, we completed 26 redesigns.

In all of our categories, we plan on continuing to offer delivery and installation capabilities and will invest in the infrastructure and revenue generating capabilities of these areas by improving upon the Store2Door service. Store2Door allows the customer to purchase online and have the product delivered and/or installed in their home or to allow the customer to pick the product up in the store seamlessly. In order to accomplish this, we will refine our processes and offerings. We also plan on adding a Store2Door kiosk in appliance and furniture categories which will allow customers who visit our store to purchase products not available in the store and have them delivered to their home.

Our goal is to establish long-term relationships with our customers through our stores and our website. We want to gain our customer's trust during the sales process. In order to reach this goal, we will continue to train and develop our consultative sales staff so they are able to educate our customers on the benefits of feature-rich products. We also offer the ultimate price center which shows the customer the competitor's price in the store so that the customer can be assured that they are paying the lowest price possible. By putting the customer first, we will gain our customer's trust and ensure that the customer has a positive sales experience, which will lead to repeat business.

Our second focus for fiscal 2017 is productivity. We will continue to focus ~~our selling strategies~~ on larger screen sized Ultra HD 4k TVs. The U.S. Consumer Electronics Sales & Forecasts published by the Consumer Electronics Association in July 2015 indicates a projected 211% increase in unit sales for Ultra HD 4k TVs, and an overall 2.4% increase in consumer electronics for calendar 2015. Within the home products category, we will continue to refine our assortment and focus on the areas within furniture that are driving the greatest productivity and within the computer and tablet category, we continue to modify our product assortments.

Our second initiative for fiscal 2016 is to reduce and re-allocate our marketing spend. Beginning in fiscal 2015, we engaged outside consultants to assist us in reviewing the effectiveness of our advertising mediums. As a result of that review, we have made the strategic decision to reduce investments in the less effective mediums, increase investments in more effective mediums, and reduce our gross marketing spend by more than $20 million primarily due to reductions in print media. During fiscal 2015, we spent approximately $160 million on advertising expenses. Historically, we had advertising inserts in every Sunday newspaper and many of the Thursday papers in each of our markets. We expect to significantly reduce our newspaper insert advertising. While we will reduce our overall spend, we will increase our investments in digital and television advertising. During the six months ended September 30, 2015, we reduced marketing spend by $11.0 million.

~~Our third initiative for fiscal 2016 is a reduction in~~reducing our overall selling, general and administrative ~~("SG&A") cost structure. We have specific plans to reduce our overall SG&A~~ expenses ~~at an annualized rate of $30 million. We are currently reviewing all aspects of our SG&A expense structure to better manage expenses. This is inclusive of store-level,~~including store level, corporate and logistics expenses. ~~In addition~~We are in the process of evaluating and restructuring our logistics network to determine the best logistics design for optimization efficiency. We will also evaluate inventory productivity to determine ways to reduce inventory in all categories. Using the knowledge we obtained during fiscal 2016, we will optimize our fiscal 2017 marketing spend to the ~~expense reductions already identified,~~most effective mediums with the goal to drive in-store and online traffic.

Our third focus for fiscal 2017 relates to our organization. We will increase the focus on growing our talent pool and investing in our people throughout the organization through training and development programs. We will align strategic goals to our key performance indicators so we ~~are working towards additional expense reductions throughout fiscal 2016. Additionally, we continue to perform a thorough review of~~can evaluate our inventory productivity and are analyzing ways to more effectively utilize inventory and maximize inventory turns. We expect inventory per store balances to be lower on a year over year basis throughout fiscal 2016. Through optimization of in-store inventory levels and rationalizing our distribution footprint, we expect to reduce average inventory by more than $50 million.

Business Strategy and Core Philosophies. Our business strategy is ~~focused~~centered 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 also 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 weinstallation in order to utilize service offerings. We follow up on the customer purchase experience by offering delivery capabilities on many of our products and in-home installation service.

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. There are many variables that affect consumer demand for the home product purchases that we offer, including:

*Blue Chip Economic ~~Indicator~~Indicators®s® ~~(ISSN:~~ (ISSN: 0193-4600) is published monthly by Aspen Publishers, 76 Ninth Avenue, New York, NY 10011, a division of Wolters Kluwer Law and Business. Printed in the ~~U.S.A~~U.S.A.

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 without a widely accepted innovation in technology to offset this compression. 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 last couple of years, we have proactively shifted our focus towards larger screen sizes with higher profit margins, which has also resulted in lost market share in the consumer electronics category, as we ~~offer~~offered fewer smaller screen size televisions. During fiscal 2015 the video industry experienced a stronger innovation cycle. As a result, we experienced higher average selling prices in the category as consumer preference shifted towards new products such as OLED and Ultra HD 4k TVs and larger screen sizes. In addition, we have seen the evolution of traditional consumer electronics devices change to connected devices in the last few years. We ~~have added product SKUs related to connected devices, and~~ will continue to ~~utilize product innovations in this~~assort and promote value products across all segments of the category to ~~generate traffic. Despite~~drive the ~~new technology innovations we may continue to experience a decline in overall consumer electronics sales. In future years,~~video business both in-store and online. As vendor models transition for the year, we will ~~continue to evaluate our mix of product offerings~~add additional online SKUs 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. While the direction of consumer electronics sales is not certain, we believe there is opportunity for growth based on the following statistical information.both value and premium brands. According to the U.S. Department of Commerce - Bureau of Economic Analysis, personal consumption for consumer electronics was ~~$210.8~~$216.1 billion in ~~2014,~~2015, a ~~1.0%~~2.5% increase from ~~2013.~~2014. From this total, televisions accounted for $36.6 billion ~~and~~compared to $36.7 billion in ~~2014 and 2013, respectively,~~the prior year, a 0.1% decrease, and personal computers and equipment accounted for ~~$52.7~~$55.4 billion compared to ~~$52.6~~$52.7 billion in ~~2013.~~the prior year, a 5.1% increase. For the three ~~and six~~ months ended ~~September~~June 30, ~~2015,~~2016, we generated ~~33% and 32%, respectively,~~30% of total product sales from the sale of consumer ~~electronics,~~electronics. For calendar 2016, U.S. Consumer Technology Association projects that unit sales of digital displays will be down 1% compared to ~~34%~~calendar 2015 and ~~33%~~total computing will be down 7% for calendar 2016 compared to calendar 2015. For the three ~~and six~~ months ended ~~September~~June 30, ~~2014, respectively.~~

In previous years, we have introduced new products to help offset falling market demand and market share losses of our product categories. We will continue to monitor the performance of these new categories, along with market share shifts between the competitive set in our existing categories. We ~~expanded our newest product categories within home products by adding additional room settings, additional mattresses and dinette sets. We will~~ continue to refine our assortment in the furniture category ~~by expanding our selection from one brand to several brands. We expect to test various products such as other types~~and plan on focusing on the great room, a large room in a modern house that combines features of ~~home furniture including, but not limited to, outdoor casual~~a living ~~and bedroom pieces.~~room with those of a dining room or family room. As we are currently experiencing growth in this product category, we are optimistic about the growth experienced by the industry as well. According to the U.S. Department of Commerce - Bureau of Economic Analysis, personal consumption for household furniture was $103.1 billion in 2015, an increase of 5.0% from $98.2 billion in ~~2014, an increase of 3.5%~~2014. Our home products comparable store sales for three months ended June 30, 2016 increased 0.3% from ~~$94.8 billion in 2013.~~the prior year. For the three ~~month and six~~ months ended ~~September~~June 30, ~~2015~~2016, we generated 6% of total product sales from the sale of furniture and mattresses compared to 6% and 5% for the three and six months ended September 30, 2014, respectively. For fiscal 2016 we plan to further expand our offerings in this product category in order to increase market share.mattresses.

Seasonality. Our business is seasonal, with a higher portion of net sales, operating costs, and operating profit realized during the quarter that ends December 31st due to the overall demand for consumer electronics during the Thanksgiving and Christmas holiday shopping

season. Appliance sales are impacted by seasonal weather patterns, but are less seasonal than our electronics business and help 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, ~~2015~~2016 in our latest Annual Report on Form 10-K filed with the SEC on May ~~15, 2015~~19, 2016. There have been no significant changes in our critical accounting policies and estimates since the end of fiscal ~~2015~~2016.

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):

Comparable store sales % decrease ⁽¹⁾

Net loss was $~~10.1~~7.2 million for the three months ended ~~September~~June 30, ~~2015~~2016, or $~~0.37~~0.26 per diluted share, compared with net loss of $~~10.4~~8.8 million, or $~~0.37~~0.32 per diluted share, for the comparable prior year period. ~~Net~~The improvement in net loss ~~was $18.9 million for~~in the ~~six~~three months ended ~~September~~June 30, ~~2015, or $0.68 per diluted share, compared with net loss~~2016 was partially due to an increase in gross profit as a percent of ~~$20.7 million, or $0.73 per diluted share, for the comparable prior year period. The improvements in our net loss for the three~~sales and ~~six months ended September 30, 2015 compared to the prior year periods are due to~~ the effective management of our cost ~~structure and net advertising expense,~~structure. These improvements were partially offset by the decrease in net ~~sales and the absence of a recorded income tax benefit. For the three month period ended September 30, 2015, the improvement in net sales was also slightly offset by a decrease in our gross margin.~~sales.

Net sales for the three months ended ~~September~~June 30, ~~2015~~2016 decreased ~~3.8%~~4.0% to ~~$486.9~~$423.6 million from ~~$505.9~~$441.1 million in the comparable prior year period. The decrease in net sales for the three month period was primarily the result of a comparable store sales decrease of 3.5%. Net sales for the six months ended September 30, 2015 decreased 5.1% to $927.9 million from $978.2 million in the comparable prior year period. The decrease in net sales for the six month period was primarily the result of a comparable store sales decrease of 4.8%3.9%.

Net sales mix and comparable store sales percentage changes by product category for the ~~three and~~ ~~six~~three months ended ~~September~~June 30, ~~2015~~2016 and ~~2014~~2015 were as follows:

Consumer electronics ⁽¹⁾

Home products ⁽²⁾

The decrease in comparable store sales for the three months ended ~~September~~June 30, ~~2015~~2016 was driven by ~~decreases~~a decrease in ~~computers and tablets and~~net sales of consumer electronics, slightly offset by increases in appliances and home products ~~and appliances.~~net sales. The comparable store sales increase of 3.7% in the appliance category is ~~primarily~~ due to ~~an increase~~increases in ~~average selling prices~~unit demand partially offset by a decrease in ~~units sold.~~average selling prices. The consumer electronics category comparable store sales decline of 17.4% was primarily due to a decline in both units sold ~~offset slightly by an increase in~~and average selling price. The ~~decrease of 29.8% in comparable store sales for the computers and tablets category for the three month period was driven by a decrease in unit demand and average selling prices. The~~ increase of ~~4.4%~~0.3% in comparable store sales for the home products category was largely a result of ~~an increase~~increases in ~~unit demand~~average selling prices offset slightly by ~~decreases~~a decrease in ~~average selling prices.~~unit demand.

Three Months Ended ~~September~~June 30, ~~2015~~2016 Compared to Three Months Ended ~~September~~June 30, ~~2014~~2015

Gross profit margin, expressed as gross profit as a percentage of net sales, ~~decreased~~increased for the three months ended ~~September~~June 30, ~~2015~~2016 to ~~28.5%~~31.0% from ~~29.1%~~30.5% for the comparable prior year period. The ~~decrease~~increase was due to ~~lower gross profit margin rates in all categories except home products, partially offset by~~ a favorable sales mix shift to product categories with higher gross profit margin ~~rates.~~

~~SG&A expense, as a percentage of net sales, decreased 24 basis points for the~~ ~~three months ended September 30, 2015~~ ~~compared~~rates, in addition to the comparable prior year period. The decrease in SG&A as a percentage of net sales was the result of a 105 basis points decrease, or $6.9 million, in wages due to our continuing effort to drive efficiencies in our labor structure and a decrease of 24 basis points, or $1.8 million, in delivery services due to efficiencies in routing and lower fuel prices. These decreases were partially offset by a 79 basis point increase, or $3.7 million, in fees associated with higher cost customer financing options and higher private label credit card penetration.

~~Net advertising expense decreased $6.8 million, or 20.6%, during the~~ ~~three months ended September 30, 2015~~ compared to the prior year period due to a reduction of gross advertising spend primarily driven by reductions in print media along with rebalancing of spending among the more efficient advertising mediums.

Depreciation expense, as a percentage of net sales, decreased 42 basis points, or $2.4 million, during the three months ended September 30, 2015 compared to the prior year period. The reduction of expense was the result of a lower depreciable asset base due to the $47.9 million asset impairment charge recorded in fiscal 2015.

For the three months ended September 30, 2015, we did not record an income tax expense or benefit due to our full income tax valuation allowance. For the three months ended September 30, 2014, we recorded a $6.2 million income tax benefit or $0.22 per diluted share, due to our pre-tax loss.

~~Six Months Ended September 30, 2015 Compared to Six Months Ended September 30, 2014~~

~~Gross profit margin, expressed as gross profit as a percentage of net sales, was 29.4% for the six months ended September 30, 2015 and 2014. The favorable product sales mix to categories with~~ higher gross margin rates in appliances and home products, partially offset ~~the decreases in~~by lower gross profit margin rates in ~~all categories except the home products categories.~~consumer electronics.

SG&A expense, as a percentage of net sales, increased 1133 basis points, or $3.0 million, for the ~~six~~three months ended ~~September~~June 30, ~~2015~~2016 compared to the comparable prior year period. The increase in SG&A as a percentage of net sales was the result of (i) a ~~59 basis point, or $5.1 million, in fees associated with higher cost customer financing options and higher private label credit card~~

~~penetration. We also had a 38~~34 basis points increase, ~~or $3.4~~$0.2 million, in ~~consulting~~occupancy costs due primarily to increased utility expenses and the deleveraging effect of the net sales decline, (ii) a 32 basis point increase, or $0.7 million, in delivery services due to ~~assist~~increased number of deliveries in ~~rationalizing our marketing spend, optimizing our logistics network~~all categories due to free delivery promotions, (iii) 17 basis point increase, or $0.9 million, in wages due to labor related to the distribution center consolidation, and ~~accelerating our transformation efforts.~~(iv) a 13 basis point increase, or $0.5 million, for credit card charge backs. These increases were partially offset by a 7786 basis point decrease, or ~~$11.9~~$3.8 million, for consulting expenses incurred in ~~wages due~~the prior year to ~~our continuing effort to drive efficiencies~~assist in our labor structure, a 17 basis point decrease, or $3.4 million, in delivery services due to efficiencies in routing and lower fuel prices and an 11 basis point decrease, or $1.8 million, in employee benefits due to a reduction of medical expenses.cost saving initiatives for fiscal 2016.

Net advertising expense decreased ~~$11.0~~$0.2 million, or ~~18.2%~~0.8%, during the ~~six~~three months ended ~~September~~June 30, ~~2015~~2016 compared to the prior year period due to ~~a reduction of gross~~continued efficiency and effectiveness in our advertising ~~spend primarily driven by reductions in print media along with the rebalancing of spending among the more efficient advertising mediums.~~spend.

Depreciation expense, as a percentage of net sales, decreased 3725 basis points, or ~~$4.5~~$1.4 million, during the ~~six~~three months ended ~~September~~June 30, ~~2015~~2016 compared to the prior year period. The reduction of expense was primarily the result of a lower depreciable asset base ~~to depreciate~~ due to the ~~$47.9~~$20.9 million asset impairment charge recorded in fiscal ~~2015.~~2016.

For the six months ended September 30, 2015, we did not record an income tax expense or benefit due to our full income tax valuation allowance. For the six months ended September 30, 2014, we recorded a $10.5 million income tax benefit or $0.37 per diluted share due to our pre-tax loss.

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):

Our liquidity requirements arise primarily from our need to fund working capital requirements and capital expenditures. We make capital expenditures principally to fund our existing ~~and new~~ stores along with our e-commerce business and the related supply chain infrastructure, which includes, among other things, investments in ~~new stores and~~ new distribution facilities, remodeling and relocation of existing stores, enhancements to our e-commerce site, as well as information technology and other infrastructure-related projects.

During the ~~first six~~three months ~~of fiscal~~ended June 30, 2016, we continued to invest in our infrastructure, including management information systems, e-commerce and distribution capabilities, as well as incur capital remodeling and improvement costs. Capital expenditures for fiscal ~~2016~~2017 ~~have been~~will be funded through cash, ~~and cash equivalents,~~ borrowings under our Amended Facility described below and tenant allowances from landlords.

Cash Provided by (Used In) Operating Activities.Net cash provided by (used in) operating activities primarily consists of net loss as adjusted for increases or decreases in working capital and non-cash charges such as depreciation, ~~deferred taxes~~loss on early extinguishment of debt and stock compensation expense. Cash provided by (used in) operating activities was $~~9.6~~10.8 million and $~~(9.1)~~(16.2) million for the ~~six~~three months ended ~~September~~June 30, ~~2015~~2016 and ~~2014~~2015, respectively. The increase in cash provided by operating activities is primarily due to ~~the collection of income tax receivable, lower inventory purchases in the current period compared to the prior year period and~~ a lower net loss ~~experienced~~ in the current year, ~~compared~~an increase in accounts payable due to timing of inventory purchases, a lower investment of inventory in the ~~prior~~current year ~~period. These increases in cash were partially offset by lower~~and increased customer deposits in the current ~~period compared to the prior year~~ period. These increases were partially offset by an increase in accounts receivable.

Cash Used In Investing Activities. Net cash used in investing activities was $~~8.1~~4.0 million and $~~11.4~~4.4 million for the ~~six~~three months ended ~~September~~June 30, ~~2015~~2016 and ~~2014~~2015, respectively. The decrease in cash used in investing activities is primarily due to a decrease in capital expenditures. In the ~~six~~three months ended ~~September~~June 30, ~~2015,~~2016, we ~~opened one~~invested in three new ~~store with a~~ Fine Lines departments, redesigned and remodeled existing stores and invested in infrastructure and e-commerce. In the ~~six~~three months ended ~~September~~June 30, ~~2014~~2015, we opened one new store ~~relocated two stores, relocated a distribution center~~ and ~~began construction for the Fine Lines' additions.~~invested in infrastructure and e-commerce.

Cash ~~Provided by~~Used In Financing Activities. Net cash ~~provided by~~used in financing activities was ~~$3.0~~$9.3 million and ~~$12.9~~$0.1 million for the ~~six~~three months ended ~~September~~June 30, ~~2015~~2016 and ~~2014,~~2015, respectively. The ~~decrease~~increase in cash used in financing activities is due to the ~~lower~~higher net ~~borrowings~~payments on the inventory financing facility ~~partially offset by treasury stock repurchases~~and the payment of ~~$1.0 million~~ ~~during~~financing costs related to the ~~six months ended September 30, 2014.~~Amended Facility.

Amended Facility. On ~~July 29, 2013,~~June 28, 2016, Gregg Appliances ~~Inc. (“Gregg Appliances”), our wholly-owned subsidiary,~~ entered into ~~Amendment~~Amendments No. 12 & 3 to ~~its~~the Amended and Restated Loan and Security Agreement (the “Amended Facility”) ~~to increase~~which amended the maximum ~~credit~~amount available tounder the Amended Facility from $400 million ~~from~~to $300 million, comprised of a $20 million first-in last-out revolving tranche ("the FILO") and a $280 million revolver, subject to borrowing base availability, and ~~extend~~extended the ~~term of the facility to expire on~~maturity date from July 29, ~~2018. The facility was set~~2018 to ~~expire on March 29, 2016.~~June 28, 2021. Refer to Note 6, Debt, of the Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for further information about the Amended Facility.

The Amended 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 Amended 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 of the Amended Facility at ~~September~~June 30, ~~2015.~~2016.

As of ~~September~~June 30, ~~2015~~2016 and March 31, ~~2015,~~2016, Gregg Appliances had no borrowings outstanding under the Amended Facility. As of September 30, 2015, Gregg Appliances had $4.5 million of letters of credit outstanding, which expire through December 31, 2015. As of March 31, 2015, Gregg Appliances had $6.5 million of letters of credit outstanding, which expire through December 31, 2015. The total borrowing availability under the Amended Facility was ~~$156.4~~$177.2 million and ~~$134.6~~$139.9 million as of ~~September~~June 30, ~~2015~~2016 and March 31, ~~2015,~~2016, respectively. The Company typically borrows based on LIBOR. As of June 30, 2016, the interest rate on the FILO based on LIBOR was 5.4%. The interest rate on the revolver based on ~~the bank’s prime rate~~LIBOR was ~~4.0%~~2.44% and ~~3.75%~~2.15% as of ~~September~~June 30, ~~2015~~2016 and March 31, ~~2015.~~2016, respectively.

Long Term Liquidity. Anticipated cash flows from operations and funds available from our Amended Facility, together with cash on hand, is expected to provide sufficient funds to finance our operations for the next 12 months. There have been no material changes to the terms of our purchase agreements with inventory suppliers. 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, reduced vendor terms, 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.

Contractual Obligations

There have been no significant changes in our contractual obligations during the period covered by this report. See our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended March 31, ~~2015~~2016 in our latest Annual Report on Form 10-K filed with the SEC on May ~~15, 2015~~19, 2016 for additional information regarding our contractual obligations.

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, ~~the Company's~~our estimates of cash flows for purposes of impairment charges, ~~the Company's~~our ability to manage costs, our ability to execute on our ~~2016~~2017 initiatives, innovation in the video industry, the impact and amount of non-cash charges, and shifts in ~~the Company's~~our sales mix. hhgregg has based these forward-looking statements on its current expectations, assumptions, estimates and projections. ~~These statements are only predictions.~~ While hhgregg believes these expectations, assumptions, estimates and projections are reasonable, these forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond its control. These and other important factors may cause hhgregg's actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key factors that could cause actual results to differ from hhgregg's expectations are: the ability to successfully execute ~~its~~the Company's strategies and initiatives, particularly in returning the ~~sales mix shift~~Company to profitable growth; the Company's ability to increase customer traffic and ~~consumer electronics category; its~~conversion; competition in the retail industry; the Company's ability to maintain a positive brand perception and recognition; the ~~failure of manufacturers~~Company's ability to ~~introduce new products~~attract and ~~technologies; competition in existing, adjacent and new metropolitan markets; its~~retain qualified personnel; the Company's ability to maintain the security of customer, associate and Company information; ~~its ability to roll out new financing offers to customers; its~~rules, regulations, contractual obligations, compliance requirements and fees associated with accepting a variety of payment methods; the Company's ability to effectively ~~manage and monitor its operations, costs and service quality; its~~achieve cost cutting initiatives; the Company's ability to ~~maintain~~generate strong cash flows to support its operating activities; the Company's relationships and ~~upgrade~~operations of its ~~information technology systems; its ability to maintain and develop multi-channel sales and marketing strategies; competition from internet retailers; its ability to meet delivery schedules;~~key suppliers; the ~~effect of general and regional economic and employment conditions on its net sales; its ability to attract and retain qualified sales personnel; its ability to meet financial performance guidance; its~~Company's ability to generate sufficient cash flows to recover the fair value of long-lived ~~assets and recognize deferred tax~~ assets; ~~its reliance on a small number of suppliers; its~~the Company's ability to ~~negotiate with~~maintain and upgrade its ~~suppliers~~information technology systems; the fluctuation of the Company's comparable store sales; the effect of general and regional economic and employment conditions on the Company's net sales; the Company's ability to ~~provide product on a timely basis at competitive prices;~~meet financial performance guidance; disruption in the Company's supply chain; changes in ~~legal and/or~~ trade ~~regulations,~~regulation, currency fluctuations and prevailing interest rates; and the potential for litigation. 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. 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 ~~15, 2015~~19, 2016. 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.

~~Table of Contents~~



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 ~~September~~June 30, ~~2015,~~2016, our debt was comprised of our Amended Facility.

Interest on borrowings under our Amended Facility is payable monthly at a fluctuating rate based on the bank’s prime, LIBOR, or Eurodollar rates plus an applicable margin based on the average quarterly excess availability. As of ~~September~~June 30, ~~2015,~~2016, we had no outstanding borrowings on our Amended 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 executive officer and principal financial officer) and Vice President, Controller (principal accounting 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 and Vice President, Controller, 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 ~~September~~June 30, ~~2015~~2016. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer and Vice President, Controller, concluded that, as of ~~September~~June 30, ~~2015~~2016, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended ~~September~~June 30, ~~2015~~2016, 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.

~~Table of Contents~~



Part II.	Other Information



ITEM 1.	Legal Proceedings

For a description of our legal proceedings, see Note 9,8, Contingencies, of the Notes to the Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.



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 ~~15, 2015~~19, 2016. The risks disclosed in our Annual Report on Form 10-K 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 6.	Exhibits



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 ~~September~~June 30, ~~2015,~~2016, 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, 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.

~~Table of Contents~~

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/ Robert J. Riesbeck
	Robert J. Riesbeck President and Chief Executive Officer and Chief Financial Officer (Principal Executive and Financial Officer)

Dated: ~~November 5, 2015~~August 4, 2016

2221




Indiana		47-4850538
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4151 East 96^th Street Indianapolis, IN		46240
(Address of principal executive offices)		(Zip Code)


	September 30, 2015		March 31, 2015		June 30, 2016		March 31, 2016
Appliances	$	138,218	$	119,396	$	157,013	$	126,025
Consumer electronics	113,027		94,441		114,488		109,418
Computers and tablets	20,674		24,697
Home products	16,771		18,935		20,524		21,116
Net merchandise inventory	$	288,690	$	257,469	$	292,025	$	256,559


	Number of Options Outstanding		Weighted Average Exercise Price per Share		Number of Options Outstanding		Weighted Average Exercise Price per Share
Outstanding at March 31, 2015	3,497,922		$	12.41
Outstanding at March 31, 2016					2,827,168		$	11.86
Granted	294,792		3.85		—		—
Exercised	—		—		—		—
Canceled	(81,870	)	9.32
Forfeited					(38,720	)	7.12
Expired	(395,674	)	12.65		(814,633	)	13.20
Outstanding at September 30, 2015	3,315,170		$	11.70
Outstanding at June 30, 2016					1,973,815		$	11.40



~~Risk-free interest rate~~	~~1.30% - 1.55%~~
~~Dividend yield~~	—
~~Expected volatility~~	~~58.7% - 58.9%~~
~~Expected life of the options (years)~~	~~4.5~~
~~Forfeitures~~	~~9.3~~	%



	Shares		Weighted Average Grant-Date Fair Value
Nonvested at March 31, 2015	126,953		$	11.07
Granted	397,288		3.83
Vested	(58,900	)	10.86
Forfeited	(28,787	)	7.87
Nonvested at September 30, 2015	436,554		$	4.72



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



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



	~~September~~June 30, ~~2015~~2016		March 31, ~~2015~~2016
Line of credit	$	—	$	—


⁽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 Sales Mix Summary								Comparable Store Sales Summary								Net Sales Mix Summary				Comparable Store Sales Summary
	Three Months Ended September 30,				Six Months Ended September 30,				Three Months Ended September 30,				Six Months Ended September 30,				Three Months Ended June 30,				Three Months Ended June 30,
	2015		2014		2015		2014		2015		2014		2015		2014		2016		2015		2016		2015
Appliances	56	%	53	%	57	%	55	%	0.8	%	(5.8	)%	(0.7	)%	(3.9	)%	64	%	59	%	3.7	%	(2.2	)%
Consumer electronics ⁽¹⁾	33	%	34	%	32	%	33	%	(6.3	)%	(16.0	)%	(7.2	)%	(17.2	)%	30	%	35	%	(17.4	)%	(14.8	)%
Home products ⁽²⁾	6	%	6	%	6	%	5	%	4.4	%	5.0	%	7.8	%	2.5	%	6	%	6	%	0.3	%	12.1	%
Computers and tablets	5	%	7	%	5	%	7	%	(29.8	)%	(33.7	)%	(35.9	)%	(31.6	)%
Total	100	%	100	%	100	%	100	%	(3.5	)%	(11.4	)%	(4.8	)%	(10.9	)%	100	%	100	%	(3.9	)%	(6.3	)%


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


(5)	Inventories


(6)	Debt


(7)	Stock-based Compensation


(8)	Contingencies