HUGHES SUPPLY INC
10-Q, 1995-09-11
ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES
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                                      FORM 10-Q
                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549



          (Mark One)

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

          For the quarterly period ended July 31, 1995

                                          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 No. 001-08772


                                 HUGHES SUPPLY, INC.

          Incorporated in the State                    I.R.S. Employer I.D.
               of Florida                               Number 59-0559446

                                 Post Office Box 2273
                          20 North Orange Avenue, Suite 200
                                Orlando, Florida 32802

          Registrant's Telephone Number, including area code: 407/841-4755

          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.

          YES  [X]    NO  [ ]

          Indicate the number of shares outstanding of each of the issuer's
          classes of common stock, as of the latest practicable date.


               Common Stock             Outstanding as of August 14, 1995
               $1 Par Value                       6,549,837




                                        Page 1
                                              

                                 HUGHES SUPPLY, INC.

                                      FORM 10-Q

                                        Index


                                                                 Page No.

                           Part I.  Financial Information 


        Item 1.   Financial Statements

                  Consolidated Balance Sheets as of 
                  July 31, 1995 and January 27, 1995                3 - 4

                  Consolidated Statements of Income for 
                  the Three Months Ended July 31, 1995 
                  and 1994                                          5

                  Consolidated Statements of Income for the
                  Six Months Ended July 31, 1995 and 1994           6

                  Consolidated Statements of Cash Flows for the 
                  Six Months Ended July 31, 1995 and 1994           7

                  Notes to Consolidated Financial Statements        8 - 9


        Item 2.   Management's Discussion and Analysis of 
                  Financial Condition and Results 
                  of Operations                                     10 - 12


                             Part II.  Other Information


        Item 4.   Submission of Matters to a Vote of Security
                  Holders                                           13
         
        Item 6.   Exhibits and Reports on Form 8-K                  13 - 17

                  Signatures                                        18

                  Index of Exhibits Filed with This Report          19







                                        Page 2

                                              
                                 HUGHES SUPPLY, INC.


                            PART I.  FINANCIAL INFORMATION


        Item 1.  Financial Statements

        Consolidated Balance Sheets
        (dollars in thousands)

                                                     July 31,     January 27,
                                                       1995          1995    
                                                    -----------  ------------
                                                    (unaudited)  
        ASSETS
        Current Assets:
         Cash and cash equivalents                 $     2,802     $   3,192 
         Accounts receivable, less allowance for
           losses of $6,334 and $4,787                 137,149       122,143 
         Inventories                                   121,137       119,686 
         Deferred income taxes                           9,886         8,921 
         Other current assets                            3,408         6,479 
                                                     ---------     --------- 
             Total current assets                      274,382       260,421 
                                                     ---------     --------- 

        Property, Plant and Equipment, at cost:
         Land                                           13,482        13,360 
         Buildings and improvements                     45,253        41,776 
         Transportation equipment                       19,403        19,409 
         Furniture, fixtures and equipment              20,654        19,738 
         Property under capital leases                  10,794        10,794 
                                                     ---------     --------- 
             Total                                     109,586       105,077 
         Less accumulated depreciation and
           amortization                                (54,018)      (51,846)
                                                     ---------     --------- 
             Net property, plant and equipment          55,568        53,231 
                                                     ---------     --------- 

        Deferred Income Taxes                            2,148         1,999 
        Other Assets                                    20,624        13,242 
                                                     ---------     --------- 
                                                     $ 352,722     $ 328,893 
                                                     =========     ========= 

        The  accompanying notes  are an  integral part  of these  consolidated
        financial statements.




                                        Page 3


                                 HUGHES SUPPLY, INC.


                       Consolidated Balance Sheets - continued
                                (dollars in thousands)

                                                     July 31,     January 27,
                                                       1995          1995    
                                                    -----------   -----------
                                                    (unaudited)
        LIABILITIES AND SHAREHOLDERS' EQUITY
        Current Liabilities:
         Current portion of long-term debt         $     1,031   $     1,019 
         Accounts payable                               71,771        71,563 
         Accrued compensation and benefits               9,833         9,723 
         Other current liabilities                      15,214        12,795 
                                                     ---------     --------- 
             Total current liabilities                  97,849        95,100 
                                                     ---------     --------- 
        Long-Term Debt, less current portion:
         Notes and subordinated debentures             109,196        97,857 
         Capital lease obligations                       2,583         3,061 
                                                     ---------     --------- 
             Total long-term debt                      111,779       100,918 
                                                     ---------     --------- 
        Other Noncurrent Liabilities                     1,742         1,540 
                                                     ---------     --------- 
             Total liabilities                         211,370       197,558 
                                                     ---------     --------- 

        Commitments and Contingencies

        Shareholders' Equity:
         Preferred stock                                    -             -  
         Common stock-6,318,048 and
          6,148,599 shares issued                        6,318         6,149 
         Capital in excess of par value                 41,152        37,722 
         Retained earnings                              94,856        89,152 
                                                     ---------     --------- 
                                                       142,326       133,023 
         Less treasury stock-62,841 and
           108,988 shares, at cost                        (974)       (1,688)
                                                     ---------     --------- 
             Total shareholders' equity                141,352       131,335 
                                                     ---------     --------- 
                                                     $ 352,722     $ 328,893 
                                                     =========     ========= 

        The  accompanying  notes are  an integral  part of  these consolidated
        financial statements.



                                        Page 4

                                              
                                 HUGHES SUPPLY, INC.

                    Consolidated Statements of Income (unaudited)
                        (in thousands, except per share data)

                                                   Three months ended July 31,
                                                        1995         1994    
                                                    -----------   -----------
                                                                             
        Net Sales                                    $ 260,474     $ 202,619 
        Cost of Sales                                  207,574       161,663 
                                                     ---------     --------- 
        Gross Profit                                    52,900        40,956 
                                                     ---------     --------- 
        Operating Expenses:
         Selling, general and administrative            41,805        32,706 
         Depreciation and amortization                   2,314         2,093 
         Provision for doubtful accounts                   726           727 
                                                     ---------     --------- 
           Total operating expenses                     44,845        35,526 
                                                     ---------     --------- 
        Operating Income                                 8,055         5,430 
                                                     ---------     --------- 
        Non-Operating Income and (Expenses):
         Interest and other income, net                  1,193           700 
         Interest expense                               (1,943)       (1,119)
                                                     ---------     --------- 
                                                          (750)         (419)
                                                     ---------     --------- 
        Income Before Income Taxes                       7,305         5,011 
        Income Taxes                                     3,075         2,003 
                                                     ---------     --------- 
        Net Income                                   $   4,230     $   3,008 
                                                     =========     ========= 
        Earnings Per Share:
         Primary                                     $     .66     $     .51 
                                                     =========     ========= 
         Fully diluted                               $     .66     $     .51 
                                                     =========     ========= 
        Average Shares Outstanding:
         Primary                                         6,385         5,943 
                                                     =========     ========= 
         Fully diluted                                   6,401         5,943 
                                                     =========     ========= 
        Dividends Per Share                          $     .07     $     .05 
                                                     =========     ========= 

        The  accompanying notes  are an  integral part  of these  consolidated
        financial statements.




                                        Page 5


                                 HUGHES SUPPLY, INC.

                    Consolidated Statements of Income (unaudited)
                        (in thousands, except per share data)

                                                    Six months ended July 31,
                                                        1995         1994    
                                                    -----------   -----------
                                                                             
        Net Sales                                    $ 494,239     $ 386,520 
        Cost of Sales                                  393,762       309,163 
                                                     ---------     --------- 
        Gross Profit                                   100,477        77,357 
                                                     ---------     --------- 
        Operating Expenses:
         Selling, general and administrative            81,693        63,077 
         Depreciation and amortization                   4,552         4,142 
         Provision for doubtful accounts                 1,189         1,412 
                                                     ---------     --------- 
           Total operating expenses                     87,434        68,631 
                                                     ---------     --------- 
        Operating Income                                13,043         8,726 
                                                     ---------     --------- 
        Non-Operating Income and (Expenses):
         Interest and other income, net                  2,060         1,443 
         Interest expense                               (3,678)       (2,254)
                                                     ---------     --------- 
                                                        (1,618)         (811)
                                                     ---------     --------- 
        Income Before Income Taxes                      11,425         7,915 
        Income Taxes                                     4,744         3,237 
                                                     ---------     --------- 
        Net Income                                   $   6,681     $   4,678 
                                                     =========     ========= 
        Earnings Per Share:
         Primary                                     $    1.06     $     .84 
                                                     =========     ========= 
         Fully diluted                               $    1.06     $     .81 
                                                     =========     ========= 
        Average Shares Outstanding:
         Primary                                         6,299         5,596 
                                                     =========     ========= 
         Fully diluted                                   6,321         5,961 
                                                     =========     ========= 
        Dividends Per Share                          $     .14     $     .10 
                                                     =========     ========= 

        The  accompanying notes  are an  integral part  of these  consolidated
        financial statements.




                                        Page 6
                                              

                                 HUGHES SUPPLY, INC.

                  Consolidated Statements of Cash Flows (unaudited)
                                    (in thousands)
                                                    Six months ended July 31,
                                                        1995           1994  
                                                    -----------   -----------
                                                                             
        Increase (Decrease) in Cash and Cash
         Equivalents:
         Cash flows from operating activities:
           Cash received from customers              $ 481,450     $ 375,082 
           Cash paid to suppliers and employees       (472,033)     (375,816)
           Interest received                             1,501         1,108 
           Interest paid                                (3,457)       (1,731)
           Income taxes paid                            (7,191)       (2,139)
                                                     ---------     --------- 
             Net cash provided by (used in)
               operating activities                        270        (3,496)
                                                     ---------     --------- 
         Cash flows from investing activities:
           Proceeds from sale of property, plant
             and equipment                                 553           446 
           Capital expenditures                         (6,110)       (6,788)
           Business acquisitions, net of cash           (4,532)         (905)
                                                     ---------     --------- 
             Net cash used in
               investing activities                    (10,089)       (7,247)
                                                     ---------     --------- 
         Cash flows from financing activities:
           Net borrowing under
             short-term debt arrangements               11,386        12,701 
           Principal payments on:
             Long-term notes                              (844)         (106)
             Capital lease obligations                    (398)         (363)
           Proceeds from issuance of common shares
             under stock option plans                      150           528 
           Purchase of common shares                       (65)         (210)
           Dividends paid                                 (800)         (523)
                                                     ---------     --------- 
             Net cash provided by
               financing activities                      9,429        12,027 
                                                     ---------     --------- 
        Net Increase (Decrease) in Cash and
          Cash Equivalents                                (390)        1,284 
        Cash and Cash Equivalents:
         Beginning of period                             3,192         1,078 
                                                     ---------     --------- 
         End of period                               $   2,802     $   2,362 
                                                     =========     ========= 

        The accompanying  notes are  an  integral part  of these  consolidated
        financial statements.



                                        Page 7
                                              

                                 HUGHES SUPPLY, INC.

                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (unaudited) (dollars in thousands, except per share data)

        1.   In  the  opinion  of  the  Company,  the  accompanying  unaudited
             consolidated   financial   statements  contain   all  adjustments
             (consisting  only  of  normal recurring  accruals)  necessary  to
             present  fairly the financial position  as of July  31, 1995, the
             results of operations for  the three months and six  months ended
             July 31,  1995 and 1994, and  cash flows for the  six months then
             ended.

        2.   During the six months  ended July 31, 1995, the  Company acquired
             several wholesale  distributors of materials to  the construction
             industry for cash and common stock.  These acquisitions have been
             accounted for as purchases and did not have a material  effect on
             the consolidated financial statements.   Results of operations of
             these companies  from their respective dates  of acquisition have
             been included in the consolidated financial statements.

        3.   On August  1, 1995 the  Company acquired all the  common stock of
             Moore   Electric  Supply,   Inc.   ("Moore")  in   exchange   for
             approximately  291,000  shares  of the  Company's  common  stock.
             Moore is a wholesale distributor of electrical products with five
             outlets in North Carolina and South Carolina.  The merger will be
             accounted  for  as  a  pooling  of  interests  and,  accordingly,
             historical financial data will be restated to include Moore.  The
             following  pro  forma data  summarizes  the  combined results  of
             operations  of the  Company and  Moore as  though the  merger had
             occurred at the beginning of fiscal year 1995.

                                                 Three months ended July 31,
                                                     1995           1994    
                                                 -----------    -----------

             Net sales                            $ 277,913      $ 216,621
             Net income                               4,780          3,154
             Earnings per share:
                Primary                                 .71            .51
                Fully diluted                           .71            .51


                                                  Six months ended July 31,
                                                     1995           1994    
                                                 -----------    -----------

             Net sales                            $ 526,535      $ 413,124
             Net income                               7,604          4,891
             Earnings per share:
                Primary                                1.15            .83
                Fully diluted                          1.15            .81





                                        Page 8


                                 HUGHES SUPPLY, INC.

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
              (unaudited) (dollars in thousands, except per share data)

        4.   On  July 31,  1995, the  Company's revolving  credit and  line of
             credit  agreement with  a  group  of  banks  was  amended.    The
             agreement,  as amended, now permits  the Company to  borrow up to
             $160,000 (subject to borrowing limitations under the agreement) -
             $125,000 long-term, expiring June  30, 1998, and $35,000 line  of
             credit convertible to a  term note due two years  from conversion
             date.

        5.   The  following  is a  reconciliation of  net  income to  net cash
             provided by (used in) operating activities:

                                                  Six months ended July 31,
                                                     1995           1994    
                                                  ----------     ----------
                                  
             Net income                           $    6,681     $    4,678 
             Adjustments to reconcile net
              income to net cash provided by
              (used in) operating activities:
                Depreciation                           3,854          3,718 
                Amortization                             698            424 
                Provision for doubtful accounts        1,189          1,412 
                (Gain) on sale of property,
                  plant and equipment                   (308)          (154)
                Undistributed (earnings) losses
                  of affiliate                            46            (65)
             Changes in assets and liabilities:
              net of effects of acquisitions:
                (Increase) decrease in:
                  Accounts receivable                (13,086)       (11,554)
                  Inventories                          3,107        (14,410) 
                  Other current assets                 3,099          2,635 
                  Other assets                          (860)           326
                Increase (decrease) in:
                  Accounts payable and accrued
                    expenses                          (2,126)         7,730 
                  Accrued interest and income
                    taxes                             (1,112)         2,836
                  Other noncurrent liabilities           202            143 
              Decrease (increase) in deferred 
                income taxes                          (1,114)        (1,215)
                                                  ----------     ----------
             Net cash provided by (used in)
              operating activities                $      270     $   (3,496)
                                                  ==========     ==========





                                        Page 9


                                 HUGHES SUPPLY, INC.

                      PART I.  FINANCIAL INFORMATION - continued


        Item 2.   Management's Discussion and  Analysis of Financial Condition
                  and Results of Operations

        Material Changes in Results of Operations

        Net Sales:

        Net sales  were $260.5 million for the quarter ended July 31, 1995, an
        increase of 29% over the prior year second quarter.  Net sales for the
        six months  were $494.2  million  which was  28% ahead  of last  year.
        Although  the  economy  has  been  slowing  throughout   much  of  the
        Southeast,  commercial  and   industrial  construction  activity   has
        improved over  the past two years. Newly-acquired and opened wholesale
        outlets  provided  20 and  17  percentage points  of the  29%  and 28%
        increases for the three and six month periods, respectively. 

        Management  expects commercial  construction activity  to continue  at
        current levels  and believes  that recent  declines in interest  rates
        should positively impact residential construction for the remainder of
        the year which should have a positive impact on the Company's results.
         
        Gross Profit:

        Gross profit and gross margin for the three and six  months ended July
        31, 1995 and 1994 were as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                    1995                           1994         
                                           Gross            Gross        Gross             Gross             Variance
                                           Profit           Margin       Profit            Margin      Amount          %  
               <S>                       <C>                 <C>       <C>                  <C>       <C>            <C>
               Three months ended        $  52,900           20.3%     $  40,956            20.2%     $ 11,944       29.2%
               Six months ended          $ 100,477           20.3%     $  77,357            20.0%     $ 23,120       29.9%
</TABLE>
        The improvement in  gross margins  continues to be  due to  heightened
        construction activity  as well as purchasing  economies from increased
        volume.

        Operating Expenses:

        Operating expenses for the  three and six month periods ended July 31,
        1995 and 1994 were as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                    1995                          1994          
                                                            % of                           % of              Variance
                                           Amount         Net Sales      Amount         Net Sales      Amount          %  
               <S>                       <C>                 <C>       <C>                  <C>       <C>            <C>
               Three months ended        $  44,845           17.2%     $  35,526            17.5%     $  9,319       26.2%
               Six months ended          $  87,434           17.7%     $  68,631            17.8%     $ 18,803       27.4%
</TABLE>
        Approximately 19 and 15 percentage points of the 26% and 27% increases
        in operating  expenses for  the three  and six months  ended July  31,
        1995,

                                       Page 10


        respectively, are attributable to recent acquisitions and newly-opened
        wholesale outlets.  Higher insurance and transportation costs continue
        to  be primarily  responsible for  operating expenses  increasing over
        expected  amounts (due to sales growth) in existing operations.  Labor
        costs  associated  with new  product  offerings  (i.e. primarily  pool
        supplies) has also contributed to higher operating expenses.  As sales
        of the new products  develop, the percentage of operating  expenses to
        net sales should show further improvement.

        Non-Operating Income and Expenses:

        Interest  expense increased  from $1.1  million for  the three  months
        ended July  31, 1994 to $1.9  million for the three  months ended July
        31,  1995. Approximately 32% of the increase is attributable to higher
        interest  rates.    Higher  average borrowing  resulting  from  growth
        accounted for 68% of the increase.

        Interest  expense for  the six  months  ended July  31, 1995  was $3.7
        million compared to $2.3 million  in the prior year.   Higher interest
        rates  were  responsible for  approximately  54% of  the  increase and
        higher borrowing levels for the remainder.

        Income Taxes:

        The effective  tax rates for the  three and six months  ended July 31,
        1995 and 1994 were as follows:

                                                 1995           1994 

             Three months ended                  42.1%          40.0%
             Six months ended                    41.5%          40.9%

        The change in rates is due to fluctuations of nondeductible expenses.

        Net Income:

        Net  income  for the  second quarter  increased  41% to  $4.2 million.
        Fully-diluted  earnings per  share for  the second  quarter  were $.66
        compared to $.51 in the prior year.  For the six months ended July 31,
        1995 net  income reached  $6.7 million, a  43% increase  over the  six
        months ended  July 31, 1994.  Fully-diluted earnings per share for the
        six  months  ended  July 31,  1995  and  1994  were  $1.06  and  $.81,
        respectively.


        Liquidity and Capital Resources

        The Company continues to maintain greater  than 75% of total assets as
        current assets.  Working  capital at July 31, 1995 amounted  to $176.5
        million compared to  $165.3 million at January 27,  1995.  The working
        capital  ratio remained  relatively unchanged -  2.8 to 1  at July 31,
        1995 compared  to 2.7 to 1  at January 27, 1995.   Accounts receivable
        and inventories at  July 31, 1995 were $15.0 million  and $1.5 million
        higher, 
                                       
                                       Page 11


        respectively, than at January 27, 1995.  Despite these increases, 
        turnover  for these assets improved.   Inventory turnover  was 6.5 and
        6.1  times  for  the  six  months   ended  July  31,  1995  and  1994,
        respectively.  Accounts receivable turnover for these periods was  7.3
        and 7.2 times, respectively.

        Cash payments for business  acquisitions totaled $4.5 million  for the
        six months ended  July 31,  1995.  Funding  was provided by  borrowing
        under  existing  credit  arrangements.    In  addition,  approximately
        207,000 shares of common stock valued at $4.1  million were issued for
        the acquisitions.  The acquisitions were for wholesale distributors of
        electrical, electric  utility, pool equipment and  supplies, and water
        systems with  facilities in  Pennsylvania, Ohio, Georgia,  Alabama and
        South Carolina.   These operations  are expected to  positively impact
        results of operations  over the  remainder of  the fiscal  year.   The
        Company completed the  acquisition of Moore  Electric Supply, Inc.  on
        August 1,  1995 (see  Note 3 of  the Notes  to Consolidated  Financial
        Statements).  This acquisition will  be accounted for as a  pooling of
        interests in the Company's third quarter.  
        
        Expenditures  for property and equipment were $6.1 million for the six
        months ended July 31, 1995 compared to $6.8 million for the six months
        ended   July  31,  1994.    These  expenditures  are  expected  to  be
        approximately $10 million for fiscal year 1996.

        The  Company's  bank  financing  has  been  amended  to  increase  the
        Company's  borrowing capacity.    It now  consists  of   $160  million
        unsecured  credit facility,  which includes  a $125  million long-term
        revolving credit facility and a $35 million line of credit convertible
        to a term  note, as well as  a $6 million  short-term line of  credit.
        The Company's financial condition remains  strong and the Company  has
        the resources necessary, with approximately $59 million in unused debt
        capacity  (subject  to  borrowing  limitations  under  long-term  debt
        covenants),  to  take advantage  of  growth  and business  acquisition
        opportunities  and to  fund  ongoing operating  requirements.   Future
        expansion  will continue to be financed  on a project-by-project basis
        through additional borrowing, or,  as circumstances allow, through the
        issuance of common stock. 










                                       Page 12


                                 HUGHES SUPPLY, INC.

                             PART II.  OTHER INFORMATION


        Item 4.   Submission of Matters to a Vote of Security Holders

                  (a)  Annual  Meeting of  Shareholders.   The Company's  1995
                       Annual Meeting of  Shareholders (the "Annual  Meeting")
                       was held on May 23, 1995.

                  (b)  Election of Directors.   Proxies for the Annual Meeting
                       were solicited  by management pursuant to Regulation 14
                       under the Securities Exchange Act of  1934 ("Regulation
                       14")  and  there  was  no solicitation  of  proxies  in
                       opposition to managements nominees listed in the  Proxy
                       Statement.  All of  management's nominees listed in the
                       Proxy Statement were elected.

                  (c)  Other Matters Voted Upon.  In addition  to the election
                       of  directors referred to  above, the  following matter
                       was voted upon at the Annual Meeting:

                       Approval   of  Stock   Award   Provisions   of   Senior
                       Executives'    Long-Term    Incentive    Bonus    Plan.
                       Shareholders approved the stock award provisions of the
                       Senior Executives' Long-Term Incentive Bonus Plan ("the
                       Long-Term Plan").   The  Long-Term Plan was  adopted by
                       the  Board of Directors on March 15, 1995 as an ongoing
                       long-term  performance based incentive bonus plan which
                       would   permit   the   Board   to   provide   incentive
                       compensation  to  reward  key  senior   executives  for
                       achieving specified Company  performance goals  adopted
                       by  the Board.    The shareholders  approved the  stock
                       award provisions of the Long-Term Plan by the following
                       vote:   4,658,211  shares voted  for approval;  257,127
                       shares  voted  against   approval;  and  30,166  shares
                       abstaining from voting.

                       A  written description  of  the Long-Term  Plan is  set
                       forth  under  "Approval  of Stock  Award  Provisions of
                       Senior Executives' Long-Term  Incentive Bonus Plan"  in
                       the Proxy  Statement.  The  Long-Term Plan is  filed as
                       Exhibit  10.9 to this Report and, by this reference, is
                       incorporated herein.

        Item 6.   Exhibits and Reports on Form 8-K
                                                  
             (a)  Exhibits Filed.

                  (2)  Plan   of  acquisition,   reorganization,  arrangement,
                       liquidation or succession - not applicable.


                                       Page 13


                  (3)  Articles of incorporation and by-laws.

                       3.1  Articles  of incorporation,  as amended,  filed as
                            Exhibit  3.1 to  Form 10-Q  for the  quarter ended
                            July 31, 1994.

                       3.2  Composite  By-Laws, as  amended, filed  as Exhibit
                            3.2  to Form 10-Q  for the quarter  ended July 31,
                            1994.

                  (4)  Instruments  defining the  rights of  security holders,
                       including indentures.

                       4.1  Specimen Stock Certificate representing  shares of
                            the Company's common stock, $1.00 par value, filed
                            as Exhibit 4.2 to form 10-Q for the  quarter ended
                            October 31, 1984.

                       4.2  Resolution Approving  and Implementing Shareholder
                            Rights Plan filed as Exhibit 4.4 to Form 8-K dated
                            May 17, 1988.

                  (10) Material contracts.

                       10.1 Lease Agreements with Hughes, Inc.

                            (a)  Orlando  Trucking,   Garage  and  Maintenance
                                 Operations dated  December 1, 1971,  filed as
                                 Exhibit  13(n)  to Registration  No. 2-43900.
                                 Letter dated April  15, 1992 extending  lease
                                 from month to month, filed as exhibit 10.1(a)
                                 to  Form  10-K  for  the  fiscal  year  ended
                                 January 31, 1992.

                            (b)  Leases effective  March  31, 1988,  filed  as
                                 exhibit 10.1(c)  to Form 10-K for  the fiscal
                                 year ended January 27, 1989;

                                   Sub-item     Property

                                      (1)       Clearwater
                                      (2)       Daytona Beach
                                      (3)       Fort Pierce
                                      (4)       Lakeland
                                      (5)       Lakeland - Lightstyle
                                      (6)       Leesburg
                                      (7)       Orlando Electrical Operation
                                      (8)       Orlando Plumbing Operation
                                      (9)       Orlando Utility Warehouse
                                      (10)      St. Petersburg
                                      (11)      Sarasota
                                      (12)      Venice
                                      (13)      Winter Haven

                                       Page 14


                                  (c) Lease  amendment letter  between Hughes,
                                      Inc. and the Registrant,  dated December
                                      1,   1986,    amending   Orlando   Truck
                                      Operations Center and Maintenance Garage
                                      lease,  filed  as  Exhibit   10.1(i)  to
                                      Form10-K  for  the  fiscal   year  ended
                                      January 30, 1987.

                                  (d) Lease  agreement  dated  June  1,  1987,
                                      between Hughes, Inc. and the Registrant,
                                      for additional  Sarasota property, filed
                                      as Exhibit  10.1(j) to Form 10-K for the
                                      fiscal year ended January 29, 1988.

                                  (e) Leases  dated March  11, 1992,  filed as
                                      Exhibit 10.1(e)  to  Form 10-K  for  the
                                      fiscal year ended January 31, 1992.

                                  Sub-item    Property

                                      (1)  Tallahassee Electrical Operation
                                      (2)  Gainesville Electrical Operation
                                      (3)  Valdosta Electrical Operation

                       10.2      Hughes  Supply, Inc.  1988 Stock  Option Plan
                                 filed as  Exhibit A to Prospectus included in
                                 Registration No. 33-26468.

                       10.3      Form  of  Supplemental  Executive  Retirement
                                 Plan  Agreement  entered  into   between  the
                                 Registrant   and   eight  of   its  executive
                                 officers, filed as Exhibit 10.6  to Form 10-K
                                 for fiscal year ended January 30, 1987.
                          
                       10.4      Directors'  Stock  Option  Plan, as  amended,
                                 filed as  Exhibit 10.4  to Form 10-Q  for the
                                 quarter ended July 31, 1994.

                       10.5      Asset   Purchase    Agreement   with   Accord
                                 Industries  Company,  dated October  9, 1990,
                                 for   sale   of  Registrant's   manufacturing
                                 operations,  filed as  Exhibit  10.7 to  Form
                                 10-K for fiscal year ended January 25, 1991. 

                       10.6      Lease Agreement  dated June 30,  1993 between
                                 Donald C. Martin and Electrical Distributors,
                                 Inc., filed as Exhibit  10.6 to Form 10-K for
                                 fiscal year ended January 28, 1994.





                                       Page 15


                       10.7      Consulting  Agreement  dated  June  30,  1993
                                 between  Hughes  Supply, Inc.  and  Donald C.
                                 Martin,  filed as  Exhibit 10.7 to  Form 10-K
                                 for fiscal year ended January 28, 1994.

                       10.8      Written  description  of  senior  executives'
                                 long-term  incentive  bonus  plan for  fiscal
                                 year 1996 incorporated by reference to the 
                                 description of the bonus plan set forth under
                                 the  caption "Approval  of  the  Stock  Award
                                 Provisions  of  the Senior  Executives' Long-
                                 Term Incentive  Bonus  Plan for  Fiscal  Year
                                 1996" on pages 26  and 27 of the Registrant's
                                 Proxy    Statement    Annual    Meeting    of
                                 Shareholders To Be Held May 24, 1994.

                       10.9      Senior Executives'  Long-Term Incentive Bonus
                                 Plan, including the senior  executives' long-
                                 term  incentive  bonus plan  for  fiscal year
                                 1997  (the "1997  Performance Plan")  and the
                                 senior executives'  long-term incentive bonus
                                 plan   for  fiscal   year  1998   (the  "1998
                                 Performance Plan")  incorporated by reference
                                 therein, filed as  Exhibit 10.9 to Form  10-K
                                 for the fiscal year ended January 27, 1995.

                       10.10     Lease  Agreement dated June  30, 1994 between
                                 Donald C. Martin and Electrical Distributors,
                                 Inc., filed as Exhibit 10.10 to Form 10-K for
                                 the fiscal year ended January 27, 1995.

                  (11) Statement re computation of per share earnings.

                       11.1  Summary   schedule   of   earnings    per   share
                             calculation.

                  (15) Letter re unaudited interim financial information - not
                       applicable.

                  (18) Letter  re  change  in  accounting  principles   -  not
                       applicable.

                  (19) Report furnished to security holders - not applicable.

                  (22) Published report regarding matters submitted to vote of
                       security holders - not applicable.

                  (23) Consents of experts and counsel - not applicable.

                  (24) Power of attorney - not applicable.




                                       Page 16


                  (27) Financial Data Schedule.

                       27.1 Financial  Data   Schedule  (filed  electronically
                            only).

                  (99) Additional exhibits - not applicable.

             (b)  Reports on Form 8-K.

                  There were no reports  on Form 8-K filed during  the quarter
                  ended July 31, 1995.













                                       Page 17


                                      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.



                                                HUGHES SUPPLY, INC.


        Date: September 7, 1995                 By: /s/ David H. Hughes   
                                                David H. Hughes, Chairman of
                                                the Board and Chief Executive
                                                Officer




        Date: September 7, 1995                 By: /s/ J. Stephen Zepf   
                                                J.  Stephen  Zepf,  Treasurer,
                                                Chief  Financial  Officer  and
                                                Chief Accounting Officer













                                       Page 18


                       INDEX OF EXHIBITS FILED WITH THIS REPORT



        11.1      Summary schedule of earnings per share calculations.

        27.1      Financial Data Schedule (filed electronically only).










                                       Page 19


                                                           Exhibit 11.1

HUGHES SUPPLY, INC.
SUMMARY SCHEDULE OF EARNINGS PER SHARE CALCULATIONS
(in thousands, except per share amounts)

        Potentially dilutive securities:
        a) Options for common stock, issued under stock option plan.
        b) 7% Convertible subordinated debentures, due May 1, 2011,
           redeemed April, 1994.

                                                         Three Months
                                                        Ended  July 31,
                                                       1995         1994  
Line
----
    SHARES
    ------
1   Average shares outstanding                          6,253        5,789

2   Incremental shares (options) - 
    Assuming options outstanding at end of period
    were exercised at beginning of period (or time 
    of issuance, if later) and proceeds were used 
    to purchase shares at average market price 
    during the period                                     132          154
                                                   ----------   ----------
3   Shares used in calculating Earnings Per 
    Common and Common Equivalent Share                  6,385        5,943

4   Incremental shares (options) - 
    Assuming options outstanding at end of period
    were exercised at beginning of period (or time
    of issuance, if later) and proceeds were used
    to purchase shares at the higher of the 
    average market price during the period or the
    market price at the end of the period; and 
    that options exercised during the period were
    exercised at the beginning of the period(or 
    time of issuance, if later) and the proceeds
    were used to purchase shares at the market 
    price at the date of exercise                          16           -

5   Incremental shares (debentures) - 
    Assuming debentures were converted at 
    beginning of period (or time of issuance, if 
    later) at most advantageous (for security 
    holder) conversion rate that becomes
    effective within 10 years                              -            -
                                                   ----------   ----------
6   Shares used in calculating Earnings Per
    Common Share - Assuming Full Dilution               6,401        5,943
                                                   ==========   ==========
    EARNINGS
    --------
7   Net income per financial statements, used in
    calculating Earnings Per Common Share and
    Earnings Per Common and Common Equivalent
    Share                                         $     4,230  $     3,008

8   Incremental earnings (debentures) - 
    Assuming interest charges applicable to 
    convertible debentures (and nondiscretionary
    adjustments that would have been made based 
    on net income) are taken into account in 
    determining balance of income applicable to 
    common stock                                           -            -
                                                   ----------   ----------
9   Earnings used in calculating Earnings Per
    Common Share - Assuming Full Dilution         $     4,230  $     3,008
                                                   ==========   ==========

                                                        Three Months
                                                        Ended  July 31,
                                                       1995         1994  



Line
----
    RESULTING PER SHARE DATA
    ------------------------

10  Earnings per common share (Line 7/Line 1)    $        .68  $        .52
                                                  ===========   ===========
11  Earnings per common share and common
    equivalent share (Line 7/Line 3)             $        .66  $        .51
                                                  ===========   ===========
12       Dilution                                        2.9%          1.9%
                                                  ===========   ===========

13  Earnings per common share - assuming full
    dilution (Line 9/Line 6)                     $        .66  $        .51
                                                  ===========   ===========

14       Dilution                                         2.9%          1.9%
                                                  ===========   ===========

15  Used in statements of income:

    [   ] Line 10, if dilution less than 3%, or antidilution, exists for all
          periods.

    [ X ] Lines 11 and 13, if dilution >= 3% for any period.




                                                          Six  Months
                                                        Ended  July 31,
                                                       1995         1994  
Line
----
    SHARES
    ------

1   Average shares outstanding                          6,178        5,424

2   Incremental shares (options) - 
    Assuming options outstanding at end of period
    were exercised at beginning of period (or time 
    of issuance, if later) and proceeds were used 
    to purchase shares at average market price 
    during the period                                     121          172
                                                   ----------   ----------
3   Shares used in calculating Earnings Per 
    Common and Common Equivalent Share                  6,299        5,596

4   Incremental shares (options) - 
    Assuming options outstanding at end of period
    were exercised at beginning of period (or time
    of issuance, if later) and proceeds were used
    to purchase shares at the higher of the 
    average market price during the period or the
    market price at the end of the period; and 
    that options exercised during the period were
    exercised at the beginning of the period(or 
    time of issuance, if later) and the proceeds
    were used to purchase shares at the market 
    price at the date of exercise                          22            5

5   Incremental shares (debentures) - 
    Assuming debentures were converted at 
    beginning of period (or time of issuance, if

                                                         Six  Months
                                                        Ended  July 31,
                                                       1995         1994  

Line
----
    later) at most advantageous (for security 
    holder) conversion rate that becomes
    effective within 10 years                              -           360
                                                   ----------   ----------
6   Shares used in calculating Earnings Per
    Common Share - Assuming Full Dilution               6,321        5,961
                                                   ==========   ==========
    EARNINGS
    --------

7   Net income per financial statements, used in
    calculating Earnings Per Common Share and
    Earnings Per Common and Common Equivalent
    Share                                         $     6,681  $     4,678

8   Incremental earnings (debentures) - 
    Assuming interest charges applicable to 
    convertible debentures (and nondiscretionary
    adjustments that would have been made based 
    on net income) are taken into account in 
    determining balance of income applicable to 
    common stock                                           -           166
                                                   ----------   ----------
9   Earnings used in calculating Earnings Per
    Common Share - Assuming Full Dilution         $     6,681  $     4,844
                                                   ==========   ==========


    RESULTING PER SHARE DATA
    ------------------------

10  Earnings per common share (Line 7/Line 1)    $       1.08  $        .86
                                                  ===========   ===========
11  Earnings per common share and common
    equivalent share (Line 7/Line 3)             $       1.06  $        .84
                                                  ===========   ===========
12       Dilution                                        1.9%          2.3%
                                                  ===========   ===========

13  Earnings per common share - assuming full
    dilution (Line 9/Line 6)                     $       1.06  $        .81
                                                  ===========   ===========

14       Dilution                                         1.9%          5.8%
                                                  ===========   ===========

15  Used in statements of income:

    [   ] Line 10, if dilution less than 3%, or antidilution, exists for all
          periods.

    [ X ] Lines 11 and 13, if dilution >= 3% for any period.


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED BALANCE SHEET OF HUGHES SUPPLY, INC. AS OF
JULY 31, 1995, AND THE RELATED STATEMENT OF INCOME FOR THE SIX
MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000049029
<NAME> HUGHES SUPPLY, INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JAN-26-1996
<PERIOD-END>                               JUL-31-1995
<CASH>                                           2,802
<SECURITIES>                                         0
<RECEIVABLES>                                  143,483
<ALLOWANCES>                                     6,334
<INVENTORY>                                    121,137
<CURRENT-ASSETS>                               274,382
<PP&E>                                         109,586
<DEPRECIATION>                                  54,018
<TOTAL-ASSETS>                                 352,722
<CURRENT-LIABILITIES>                           97,849
<BONDS>                                        111,779
<COMMON>                                         6,318
                                0
                                          0
<OTHER-SE>                                     135,034
<TOTAL-LIABILITY-AND-EQUITY>                   352,722
<SALES>                                        494,239
<TOTAL-REVENUES>                               494,239
<CGS>                                          393,762
<TOTAL-COSTS>                                  393,762
<OTHER-EXPENSES>                                86,245
<LOSS-PROVISION>                                 1,189
<INTEREST-EXPENSE>                               3,678
<INCOME-PRETAX>                                 11,425
<INCOME-TAX>                                     4,744
<INCOME-CONTINUING>                              6,681
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     6,681
<EPS-PRIMARY>                                     1.06
<EPS-DILUTED>                                     1.06
        

</TABLE>


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