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, 1996
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 23, 1996
$1 Par Value 9,733,412
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, 1996 and January 26, 1996 3 - 4
Consolidated Statements of Income for
the Three Months Ended July 31, 1996
and 1995 5
Consolidated Statements of Income for the
Six Months Ended July 31, 1996 and 1995 6
Consolidated Statements of Cash Flows for the
Six Months Ended July 31, 1996 and 1995 7
Notes to Consolidated Financial Statements 8 - 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations 11 - 14
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 15 - 19
Signatures 20
Index of Exhibits Filed with This Report 21
Page 2
HUGHES SUPPLY, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets (unaudited)
(in thousands, except share data)
July 31, January 26,
1996 1996
---------- ----------
(Note 2)
ASSETS
Current Assets:
Cash and cash equivalents $ 543 $ 3,432
Accounts receivable, less allowance for
losses of $7,193 and $4,671 187,714 138,682
Inventories 172,609 138,903
Deferred income taxes 11,966 10,397
Other current assets 9,494 15,785
--------- ---------
Total current assets 382,326 307,199
Property and Equipment, net 63,577 59,165
Excess of Cost over Net Assets Acquired 81,289 16,637
Deferred Income Taxes 2,622 2,430
Other Assets 6,661 4,924
--------- ---------
$ 536,475 $ 390,355
========= =========
The accompanying notes are an integral part of these consolidated
financial statements.
Page 3
HUGHES SUPPLY, INC.
Consolidated Balance Sheets (unaudited) - continued
(in thousands, except share data)
July 31, January 26,
1996 1996
----------- -----------
(Note 2)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 1,173 $ 2,632
Accounts payable 102,135 88,280
Accrued compensation and benefits 12,334 12,642
Other current liabilities 21,922 17,037
--------- ---------
Total current liabilities 137,564 120,591
Long-Term Debt 158,176 109,524
Other Noncurrent Liabilities 2,019 1,771
--------- ---------
Total liabilities 297,759 231,886
--------- ---------
Commitments and Contingencies
Shareholders' Equity:
Preferred stock - -
Common stock-9,726,092 and
7,284,700 shares issued and outstanding 9,726 7,285
Capital in excess of par value 105,286 40,468
Retained earnings 123,704 110,716
--------- ---------
Total shareholders' equity 238,716 158,469
--------- ---------
$ 536,475 $ 390,355
========= =========
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,
1996 1995
----------- -----------
Net Sales $ 362,879 $ 293,713
Cost of Sales 286,989 235,055
--------- ---------
Gross Profit 75,890 58,658
--------- ---------
Operating Expenses:
Selling, general and administrative 56,232 45,658
Depreciation and amortization 3,672 2,404
Provision for doubtful accounts 840 659
--------- ---------
Total operating expenses 60,744 48,721
--------- ---------
Operating Income 15,146 9,937
--------- ---------
Non-Operating Income and (Expenses):
Interest and other income 1,919 1,244
Interest expense (2,884) (2,111)
--------- ---------
(965) (867)
--------- ---------
Income Before Income Taxes 14,181 9,070
Income Taxes 5,673 3,396
--------- ---------
Net Income $ 8,508 $ 5,674
========= =========
Earnings Per Share:
Primary $ .90 $ .77
========= =========
Fully diluted $ .90 $ .77
========= =========
Average Shares Outstanding:
Primary 9,466 7,365
========= =========
Fully diluted 9,469 7,381
========= =========
Dividends Per Share $ .09 $ .07
========= =========
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,
1996 1995
----------- -----------
Net Sales $ 678,516 $ 557,875
Cost of Sales 539,432 445,951
--------- ---------
Gross Profit 139,084 111,924
--------- ---------
Operating Expenses:
Selling, general and administrative 108,448 89,612
Depreciation and amortization 6,248 4,743
Provision for doubtful accounts 1,662 1,246
--------- ---------
Total operating expenses 116,358 95,601
--------- ---------
Operating Income 22,726 16,323
--------- ---------
Non-Operating Income and (Expenses):
Interest and other income 3,404 2,216
Interest expense (4,854) (4,011)
--------- ---------
(1,450) (1,795)
--------- ---------
Income Before Income Taxes 21,276 14,528
Income Taxes 8,447 5,446
--------- ---------
Net Income $ 12,829 $ 9,082
========= =========
Earnings Per Share:
Primary $ 1.51 $ 1.25
========= =========
Fully diluted $ 1.51 $ 1.24
========= =========
Average Shares Outstanding:
Primary 8,488 7,279
========= =========
Fully diluted 8,500 7,301
========= =========
Dividends Per Share $ .18 $ .14
========= =========
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,
1996 1995
----------- -----------
Increase (Decrease) in Cash and Cash
Equivalents:
Cash flows from operating activities:
Cash received from customers $ 647,526 $ 541,003
Cash paid to suppliers and employees (637,307) (531,046)
Interest received 1,903 1,586
Interest paid (3,763) (3,857)
Income taxes paid (7,219) (7,788)
--------- ---------
Net cash provided by (used in)
operating activities 1,140 (102)
--------- ---------
Cash flows from investing activities:
Capital expenditures (7,740) (6,300)
Proceeds from sale of
property and equipment 1,552 553
Business acquisitions, net of cash (81,393) (4,532)
--------- ---------
Net cash used in
investing activities (87,581) (10,279)
--------- ---------
Cash flows from financing activities:
Net borrowing (repayment) under
short-term debt arrangements (48,142) 12,284
Principal payments on:
Long-term notes (13,210) (464)
Capital lease obligations (428) (398)
Proceeds from issuance of long-term debt 98,000 -
Net proceeds from sale of common stock 48,201 -
Proceeds from stock options exercised 710 150
Purchase of common shares (301) (65)
Dividends paid (1,278) (1,808)
--------- ---------
Net cash provided by
financing activities 83,552 9,699
--------- ---------
Net Decrease in Cash and
Cash Equivalents (2,889) (682)
Cash and Cash Equivalents:
Beginning of period 3,432 3,692
--------- ---------
End of period $ 543 $ 3,010
========= =========
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 adjustments) necessary to
present fairly the financial position as of July 31, 1996, the
results of operations for the three months and six months ended
July 31, 1996 and 1995, and cash flows for the six months then
ended. Prior period financial statements have been restated to
include the accounts of ELASCO (defined in Note 2 below) acquired
and accounted for as a pooling of interests (see Note 2).
The fiscal year of the Company is a 52- or 53-week period ending on
the last Friday in January. Fiscal year 1997 will be a 53-week
period while fiscal year 1996 was a 52-week period. The six months
ended July 31, 1996 and 1995 contained 27 and 26 weeks,
respectively, while the three months ended July 31, 1996 and 1995
each contained 13 weeks.
The January 26, 1996 balance sheet contains certain
reclassifications which were made to conform to the July 31, 1996
financial statement format. None of these reclassifications
affected net income or shareholders' equity.
2. On April 26, 1996 the Company acquired all the common stock of
Electric Laboratories and Sales Corporation and ELASCO Agency
Sales, Inc. (collectively, "ELASCO") in exchange for 486,238 shares
of the Company's common stock. ELASCO is a wholesale distributor
of electric utility supplies and equipment with three branches in
Illinois and Ohio. The transaction has been accounted for as a
pooling of interests and, accordingly, historical financial data
has been restated to include ELASCO. ELASCO's fiscal year end has
been changed to the last Friday in January to conform to the
Company's fiscal year end.
3. On May 13, 1996, the Company acquired substantially all of the
assets, properties and business of PVF Holdings, Inc. and its
subsidiaries ("PVF"). The aggregate consideration paid was
$99,436, consisting of cash in the amount of $44,400, the issuance
of 669,956 shares of common stock having an agreed-upon value of
$27.763 per share, the issuance of $30,000 subordinated interim
note payable to the sellers and the assumption of $6,436 of bank
debt. PVF distributes stainless steel pipe, valves and fittings
from 16 locations nationwide, and had sales of approximately
$110,000 for calendar year 1995. The transaction has been
accounted for as a purchase and the results of operations of PVF
from the date of acquisition are included in the
consolidated financial statements. The excess of cost over net
assets acquired is being amortized over 15 years by the straight-
line method.
Page 8
HUGHES SUPPLY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited) (dollars in thousands, except per share data)
The following table reflects the pro forma combined results of
operations, assuming the PVF acquisition had occurred at the
beginning of each period presented:
Six Months Ended July 31,
1996 1995
-------- --------
Net sales $711,591 $612,545
Net income 15,144 15,003
Earnings per share:
Primary 1.55 1.59
Fully diluted 1.54 1.59
The past and future financial performance of PVF will be directly
influenced by the cost of stainless steel and nickel alloy which as
a commodity item can and does fluctuate. Significant fluctuations
in the prices of stainless steel and nickel alloy which have
occurred in the first six months of each period presented have
resulted in gross margins for PVF of 39.8% for the first six months
of fiscal 1996 compared to 30.4% for the first six months of fiscal
1997 included in the pro forma information above. As a result of
the commodity price fluctuations and the fact that these
significant price fluctuations could continue to create cyclicality
in PVF's future operating performance, management believes that the
pro forma information is not necessarily indicative of future
performance.
4. On May 29, 1996 the Company issued $98,000 of senior notes in a
private placement in connection with the acquisition of PVF. The
notes mature in 2011, bear interest at 7.96% and will be payable in
20 equal semi-annual payments beginning in 2001. In May, 1996 the
Company sold in a public offering 1,486,989 shares of its common
stock which generated net proceeds of approximately $48,201.
Proceeds received by the Company in the private placement of the
senior notes and the sale of the Company's common stock were used
to partially fund the PVF acquisition (including satisfaction of
the interim note payable to the sellers) and to reduce indebtedness
outstanding under the Company's revolving credit facility and line
of credit agreement.
5. In addition to the acquisitions discussed in Notes 2 and 3 above,
during the six months ended July 31, 1996 the Company acquired
several wholesale distributors of materials to the construction
industry for cash and stock. These acquisitions have been
Page 9
HUGHES SUPPLY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited) (dollars in thousands, except per share data)
accounted for as purchases or immaterial poolings and did not have
a material effect on the consolidated financial statements of the
Company. Results of operations of these companies from their
respective dates of acquisition have been included in the
consolidated financial statements.
6. The following is a reconciliation of net income to net cash
provided by (used in) operating activities:
Six months ended July 31,
1996 1995
---------- ----------
Net income $ 12,829 $ 9,082
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation 4,209 3,922
Amortization 2,039 821
Provision for doubtful accounts 1,662 1,246
Gain on sale of property
and equipment (1,013) (300)
Undistributed (earnings) losses
of affiliate (32) 46
Changes in assets and liabilities,
net of effects of acquisitions:
(Increase) decrease in:
Accounts receivable (31,446) (17,248)
Inventories 12,962 1,868
Other current assets 6,397 5,862
Other assets (1,175) (1,298)
Increase (decrease) in:
Accounts payable and accrued
expenses (7,859) (2,117)
Accrued interest and income
taxes 4,080 (1,090)
Other noncurrent liabilities 248 202
Increase in deferred income taxes (1,761) (1,098)
---------- ----------
Net cash provided by (used in)
operating activities $ 1,140 $ (102)
========== ==========
7. On August 22, 1996 the Company's Board of Directors increased the
regular quarterly cash dividend from $.09 to $.10 per share
effective for the third quarter dividend which will be payable on
November 15, 1996 to shareholders of record on November 1, 1996.
Page 10
HUGHES SUPPLY, INC.
PART I. FINANCIAL INFORMATION - continued
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following is management's discussion and analysis of certain
significant factors which have affected the financial condition of the
Company as of July 31, 1996, and the results of operations for the six
months then ended.
As described in Note 2 of the Notes to Consolidated Financial
Statements, on April 26, 1996 the Company and Electric Laboratories and
Sales Corporation and ELASCO Agency Sales, Inc. (collectively, "ELASCO")
entered into a business combination accounted for as a pooling of
interests. Accordingly, all financial data in this discussion and
analysis is reported as though the companies have always been combined.
Material Changes in Results of Operations
Net Sales:
Net sales increased to $362.9 million for the quarter ended July 31,
1996, 24% over the prior year's second quarter. Net sales for the six
months were $678.5 million which was 22% ahead of last year. Newly-
acquired and opened wholesale outlets provided 15 and 12 percentage
points of the 24% and 22% increases for the three and six month periods,
respectively.
Management expects commercial construction activity to continue at
current levels. These favorable conditions coupled with the Company's
acquisition program should result in continued sales growth.
Gross Profit:
Gross profit and gross margin for the three and six months ended July
31, 1996 and 1995 were as follows (dollars in thousands):
<TABLE>
<CAPTION>
1996 1995
Gross Gross Gross Gross Variance
Profit Margin Profit Margin Amount %
<S> <C> <C> <C> <C> <C> <C>
Three months ended $ 75,890 20.9% $ 58,658 20.0% $ 17,232 29.4%
Six months ended $ 139,084 20.5% $ 111,924 20.1% $ 27,160 24.3%
</TABLE>
More than half of the second quarter improvement in gross margins is
attributable to the inclusion of branches acquired from PVF Holdings,
Inc. and its subsidiaries ("PVF") in May, 1996. Expansion of product
offerings to lines with better margins, efficiencies created with
central distribution centers, increased volume and concentration of
supply sources have also contributed to the improvement in gross
margins.
Page 11
Operating Expenses:
Operating expenses for the three and six month periods ended July 31,
1996 and 1995 were as follows (dollars in thousands):
<TABLE>
<CAPTION>
1996 1995
% of % of Variance
Amount Net Sales Amount Net Sales Amount %
<S> <C> <C> <C> <C> <C> <C>
Three months ended $ 60,744 16.7% $ 48,721 16.6% $ 12,023 24.7%
Six months ended $ 116,358 17.1% $ 95,601 17.1% $ 20,757 21.7%
</TABLE>
Approximately one-half of the 24.7% and 21.7% increases in operating
expenses for the three and six months ended July 31, 1996, respectively,
is attributable to recent acquisitions and newly-opened wholesale
outlets.
Non-Operating Income and Expenses:
Interest and other income increased $.7 million and $1.2 million for the
three and six months ended July 31, 1996, respectively, over the prior
year periods. The increases are primarily attributable to gain on sales
of property and equipment during the quarter ended July 31, 1996.
Interest expense was $2.9 million and $4.9 million for the three and six
months ended July 31, 1996 compared to $2.1 million and $4.0 million for
the three and six months ended July 31, 1995, respectively. The
increases are the result of higher borrowing levels partially offset by
lower interest rates. Expansion through business acquisitions has been
partially funded by debt financing.
Income Taxes:
The effective tax rates for the three and six months ended July 31, 1996
and 1995 were as follows:
1996 1995
Three months ended 40.0% 37.4%
Six months ended 39.7% 37.5%
Prior to its merger with the Company on April 26, 1996, ELASCO was a
Subchapter S corporation and, therefore, not subject to corporate income
tax. ELASCO's Subchapter S corporation status terminated upon the
merger with the Company. As a result, the Company's effective tax rate
will be lower for the year ended January 26, 1996 than for the year
ended January 31, 1997. The effective income tax rate for the combined
companies is expected to be approximately 40% in future quarters.
Net Income:
Net income for the second quarter increased 50% to $8.5 million. Fully-
diluted earnings per share for the second quarter were $.90 compared to
$.77 in the prior year, a 17% increase with 28% more shares outstanding.
Page 12
For the six months ended July 31, 1996, net income reached $12.8
million, a 41% increase over the six months ended July 31, 1995. Fully-
diluted earnings per share for the six months ended July 31, 1996 and
1995 were $1.51 and $1.24, respectively. This increase of 22% was on
16% more shares outstanding.
Liquidity and Capital Resources
Working capital at July 31, 1996 amounted to $245 million compared to
$187 million at January 26, 1996. The working capital ratio increased
slightly - 2.8 to 1 at July 31, 1996 compared to 2.5 to 1 at January 26,
1996.
Cash payments for business acquisitions, accounted for as purchases,
totaled $81 million for the six months ended July 31, 1996. In
addition, the Company issued approximately 920,000 of its common shares
valued at $23 million for such purchases and for acquisitions accounted
for as immaterial poolings of interests. As a result of these
acquisitions, the Company now has 245 branches in 22 states compared to
212 branches in 14 states at last year end.
As discussed in Note 4 of the Notes to Consolidated Financial
Statements, in May, 1996 the Company issued 1,486,989 shares of its
common stock in a public offering (generating net proceeds of
approximately $48 million, after all expenses) and issued $98 million of
senior notes in a private placement in connection with the purchase of
substantially all of the assets, properties and business of PVF. In
addition to funding the PVF acquisition, the net proceeds of these
offerings were used to reduce indebtedness outstanding under the
Company's bank debt.
Management believes the PVF acquisition provides the Company with
several strategic benefits, including: (i) a well-established position
in the stainless steel and specialty alloy sector of the pipe, valve and
fitting products market; (ii) a higher gross margin product group than
the Company's other product groups; (iii) greater focus on targeted
industrial and replacement markets; (iv) a strong management team; and
(v) new opportunities for additional acquisitions. Additional growth
opportunities for the Company related to the PVF acquisition include
incremental sales of complementary valve products (which represented
only 2% of PVF's fiscal 1995 net sales) and new branch openings.
Expenditures for property and equipment were $7.7 million for the six
months ended July 31, 1996 compared to $6.3 million for the six months
ended July 31, 1995. These expenditures are expected to be
approximately $12 million for fiscal year 1997.
Principal reductions on long-term debt were $13.2 million for the six
months ended July 31, 1996 compared to $.5 million for the prior year
six months. The increase resulted primarily from paying off debt of
recent business acquisitions. Dividend payments were $1.3 million and
Page 13
$1.8 million during the six months ended July 31, 1996 and 1995,
respectively. Prior year dividend payments included $1.0 million in
cash dividends of pooled companies.
Management believes that the Company has sufficient borrowing capacity,
with $108 million available under its existing credit facilities
(subject to certain covenants related to the senior notes and in the
revolving credit facility and line of credit agreement), to take
advantage of growth and business acquisition opportunities and has the
resources necessary to fund ongoing operating requirements and
anticipated capital expenditures. 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 or equity-
linked securities.
Page 14
HUGHES SUPPLY, INC.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits Filed.
(2) Plan of acquisition, reorganization, arrangement,
liquidation or succession - not applicable.
(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 (Commission File No. 001-08772).
3.2 Composite By-Laws, as amended, filed as Exhibit 3.2
to Form 10-Q for the quarter ended July 31, 1994
(Commission File No. 001-08772).
(4) Instruments defining the rights of security holders,
including indentures.
4.1 Specimen Stock Certificate representing shares of
the Registrant's common stock, $1.00 par value,
filed as Exhibit 4.2 to Form 10-Q for the quarter
ended October 31, 1984 (Commission File No. 0-
5235).
4.2 Resolution Approving and Implementing Shareholder
Rights Plan filed as Exhibit 4.4 to Form 8-K dated
May 17, 1988 (Commission File No. 0-5235).
(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
(Commission File No. 0-5235). 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
(Commission File No. 0-5235).
Page 15
(b) Leases effective March 31, 1988, filed as
Exhibit 10.1(c) to Form 10-K for the fiscal
year ended January 27, 1989 (Commission File
No. 0-5235).
Sub-Item Property
(1) Clearwater
(2) Daytona Beach
(3) Fort Pierce
(4) Lakeland
(6) Leesburg
(7) Orlando Electrical Operation
(8) Orlando Plumbing Operation
(9) Orlando Utility Warehouse
(10) St. Petersburg
(11) Sarasota
(12) Venice
(13) Winter Haven
(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 Form 10-K for the fiscal year ended
January 30, 1987 (Commission File No. 0-5235).
(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 (Commission File No. 0-5235).
(e) Leases dated March 11, 1992, filed as Exhibit
10.1(e) to Form 10-K for the fiscal year ended
January 31, 1992 (Commission File No. 0-5235).
Sub-Item Property
(2) Gainesville Electrical Operation
10.2 Hughes Supply, Inc. 1988 Stock Option Plan as
amended March 12, 1996 filed as Exhibit 10.2
to Form 10-K for the fiscal year ended January
26, 1996 (Commission File No. 001-08772).
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 the fiscal year
ended January 30, 1987 (Commission File No. 0-
5235).
Page 16
10.4 Directors' Stock Option Plan, as amended,
filed as Exhibit 10.4 to Form 10-Q for the
quarter ended July 31, 1994 (Commission File
No. 001-08772).
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 the
fiscal year ended January 25, 1991 (Commission
File No. 0-5235).
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
the fiscal year ended January 28, 1994
(Commission File No. 001-08772).
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
the fiscal year ended January 28, 1994
(Commission File No. 001-08772).
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 (Commission File No. 001-
08772).
10.9 Hughes Supply, Inc. Amended Senior Executives'
Long-Term Incentive Bonus Plan, adopted
January 25, 1996, filed as Exhibit 10.9 to
Form 10-K for the fiscal year ended January
26, 1996 (Commission File No. 001-08772).
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
(Commission File No. 001-08772).
10.11 Lease Agreements between Union Warehouse &
Trucking Company (d/b/a Union Warehouse &
Page 17
Realty Company) or Monoco Realty and USCO
Incorporated.
(a) Leases dated March 1, 1985 and amended
December 23, 1986, filed as Exhibit
10.11(a) to Form 10-K for the fiscal year
ended January 26, 1996 (Commission File
No. 001-08772).
Sub-Item Property
(1) 610 East Windsor St., Monroe, NC
(2) 113-115 Henderson St., Monroe, NC
(3) Statesville, NC
(4) Charlotte, NC
(5) Durham, NC
(6) Pinehurst, NC
(7) West Columbia, SC
(b) Lease dated July 1, 1986 and amended December
23, 1986 for Aiken, South Carolina property,
filed as Exhibit 10.11(b) to Form 10-K for the
fiscal year ended January 26, 1996 (Commission
File No. 001-08772).
(c) Lease dated March 1, 1990 for Greenville,
South Carolina property, filed as Exhibit
10.11(c) to Form 10-K for the fiscal year
ended January 26, 1996 (Commission File No.
001-08772).
(d) Lease dated November 1, 1993 for Cheraw, South
Carolina property, filed as Exhibit 10.11(d)
to Form 10-K for the fiscal year ended January
26, 1996 (Commission File No. 001-08772).
(e) Lease dated March 1, 1985 and amended October
1, 1992 for 1515 Morgan Mill Road, Monroe,
North Carolina property, filed as Exhibit
10.11(e) to Form 10-K for the fiscal year
ended January 26, 1996 (Commission File No.
001-08772).
(f) Lease amendment letter between Union Warehouse
& Realty Company, Monoco Realty Company and
Hughes Supply, Inc., dated October 18, 1994,
amending the leases for the eleven properties
listed in Exhibit 10.11(a) through (e), filed
as Exhibit 10.11(f) to Form 10-K for the
fiscal year ended January 26, 1996 (Commission
File No. 001-08772).
Page 18
(g) Lease effective February 1, 1996 for
Pineville, North Carolina property, filed as
Exhibit 10.11(g) to Form 10-K for the fiscal
year ended January 26, 1996 (Commission File
No. 001-08772).
10.12 Lease Agreement effective February 1, 1993 between
Union Warehouse & Realty Company and Moore Electric
Supply, Inc., filed as Exhibit 10.12 to Form 10-K
for the fiscal year ended January 26, 1996
(Commission File No. 001-08772).
(11) Statement re computation of per share earnings.
11.1 Summary schedule of earnings per share calculations.
(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.
(27) Financial data schedule.
27.1 Financial data schedule (filed electronically
only).
27.2 Restated financial data schedule (filed
electronically only).
27.3 Restated financial data schedule (filed
electronically only).
(99) Additional exhibits - not applicable.
(b) Reports on Form 8-K.
During the quarter ended July 31, 1996, the Registrant filed a
Current Report on Form 8-K dated May 13, 1996, which reported under
Item 2 (Acquisition or Disposition of Assets) that the Registrant
acquired substantially all of the assets of PVF Holdings, Inc. and
its subsidiaries ("PVF").
Page 19
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 5, 1996 By: /s/ David H. Hughes
David H. Hughes, Chairman of
the Board and Chief Executive
Officer
Date: September 5, 1996 By: /s/ J. Stephen Zepf
J. Stephen Zepf, Treasurer, Chief
Financial Officer and Chief
Accounting Officer
Page 20
INDEX OF EXHIBITS FILED WITH THIS REPORT
11.1 Summary schedule of earnings per share calculations.
27.1 Financial data schedule (filed electronically only).
27.2 Restated financial data schedule (filed electronically only).
27.3 Restated financial data schedule (filed electronically only).
Page 21
Exhibit 11.1
HUGHES SUPPLY, INC.
SUMMARY SCHEDULE OF EARNINGS PER SHARE CALCULATIONS
(in thousands, except per share amounts)
Potentially dilutive securities:
Options for common stock, issued under stock option plan.
Three Months
Ended July 31,
1996 1995
Line
- ----
SHARES
------
1 Average shares outstanding 9,240 7,233
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 226 132
---------- ----------
3 Shares used in calculating Earnings Per
Common and Common Equivalent Share 9,466 7,365
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 3 16
---------- ----------
5 Shares used in calculating Earnings Per
Common Share - Assuming Full Dilution 9,469 7,381
========== ==========
EARNINGS
--------
6 Net income per financial statements $ 8,508 $ 5,674
========== ==========
RESULTING PER SHARE DATA
------------------------
7 Earnings per common share (Line 6/Line 1) $ .92 $ .78
=========== ===========
8 Earnings per common share and common
equivalent share (Line 6/Line 3) $ .90 $ .77
=========== ===========
9 Dilution 2.2% 1.3%
=========== ===========
10 Earnings per common share - assuming full
dilution (Line 6/Line 5) $ .90 $ .77
=========== ===========
11 Dilution 2.2% 1.3%
=========== ===========
12 Used in statements of income:
[ ] Line 7, if dilution less than 3%, or antidilution, exists for all
periods.
[ X ] Lines 8 and 10, if dilution >= 3% for any period.
Six Months
Ended July 31,
1996 1995
Line
- ----
SHARES
------
1 Average shares outstanding 8,290 7,158
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 198 121
---------- ----------
3 Shares used in calculating Earnings Per
Common and Common Equivalent Share 8,488 7,279
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 12 22
---------- ----------
5 Shares used in calculating Earnings Per
Common Share - Assuming Full Dilution 8,500 7,301
========== ==========
EARNINGS
--------
6 Net income per financial statements $ 12,829 $ 9,082
========== ==========
RESULTING PER SHARE DATA
------------------------
7 Earnings per common share (Line 6/Line 1) $ 1.55 $ 1.27
=========== ===========
8 Earnings per common share and common
equivalent share (Line 6/Line 3) $ 1.51 $ 1.25
=========== ===========
9 Dilution 2.6% 1.6%
=========== ===========
10 Earnings per common share - assuming full
dilution (Line 6/Line 5) $ 1.51 $ 1.24
=========== ===========
11 Dilution 2.6% 2.4%
=========== ===========
12 Used in statements of income:
[ ] Line 7, if dilution less than 3%, or antidilution, exists for all
periods.
[ X ] Lines 8 and 10, 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, 1996, 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-31-1997
<PERIOD-END> JUL-31-1996
<CASH> 543
<SECURITIES> 0
<RECEIVABLES> 194,907
<ALLOWANCES> 7,193
<INVENTORY> 172,609
<CURRENT-ASSETS> 382,326
<PP&E> 129,031
<DEPRECIATION> 65,454
<TOTAL-ASSETS> 536,475
<CURRENT-LIABILITIES> 137,564
<BONDS> 158,176
0
0
<COMMON> 9,726
<OTHER-SE> 228,990
<TOTAL-LIABILITY-AND-EQUITY> 536,475
<SALES> 678,516
<TOTAL-REVENUES> 678,516
<CGS> 539,432
<TOTAL-COSTS> 539,432
<OTHER-EXPENSES> 114,696
<LOSS-PROVISION> 1,662
<INTEREST-EXPENSE> 4,854
<INCOME-PRETAX> 21,276
<INCOME-TAX> 8,447
<INCOME-CONTINUING> 12,829
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,829
<EPS-PRIMARY> 1.51
<EPS-DILUTED> 1.51
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS OF HUGHES SUPPLY, INC. AND RELATED STATEMENTS OF
INCOME AS OF AND FOR THE PERIODS ENDED APRIL 30, 1996, JANUARY 26, 1996,
OCTOBER 31, 1995, JULY 31, 1995, AND APRIL 30, 1995. THIS SCHEDULE IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000049029
<NAME> HUGHES SUPPLY, INC.
<MULTIPLIER> 1,000
<S> <C> <C> <C> <C> <C>
<PERIOD-TYPE> 3-MOS YEAR 9-MOS 6-MOS 3-MOS
<FISCAL-YEAR-END> JAN-31-1997 JAN-26-1996 JAN-26-1996 JAN-26-1996 JAN-26-1996
<PERIOD-END> APR-30-1996 JAN-26-1996 OCT-31-1995 JUL-31-1995 APR-30-1995
<CASH> 3,081 3,432 1,681 3,010 1,843
<SECURITIES> 0 0 0 0 0
<RECEIVABLES> 168,854 143,353 160,272 154,369 156,032
<ALLOWANCES> 5,833 4,671 7,739 6,334 5,476
<INVENTORY> 142,450 138,903 126,226 132,584 134,384
<CURRENT-ASSETS> 328,540 307,199 296,646 300,107 303,020
<PP&E> 123,471 117,730 115,823 114,829 113,050
<DEPRECIATION> 62,119 58,565 57,187 56,392 55,598
<TOTAL-ASSETS> 418,593 390,355 381,423 381,893 384,200
<CURRENT-LIABILITIES> 137,276 120,591 115,624 109,368 123,193
<BONDS> 116,927 109,524 108,294 119,519 113,120
<COMMON> 7,380 7,285 7,260 7,298 7,300
0 0 0 0 0
0 0 0 0 0
<OTHER-SE> 155,111 151,184 148,392 143,960 138,941
<TOTAL-LIABILITY-AND-EQUITY> 418,593 390,355 381,423 381,893 384,200
<SALES> 315,637 1,126,795 854,555 557,875 264,162
<TOTAL-REVENUES> 315,637 1,126,795 854,555 557,875 264,162
<CGS> 252,443 896,076 683,023 445,951 210,896
<TOTAL-COSTS> 252,443 896,076 683,023 445,951 210,896
<OTHER-EXPENSES> 54,792 196,685 144,272 94,355 46,293
<LOSS-PROVISION> 822 1,849 2,434 1,246 587
<INTEREST-EXPENSE> 1,970 7,714 5,926 4,011 1,900
<INCOME-PRETAX> 7,095 29,213 22,576 14,528 5,458
<INCOME-TAX> 2,774 10,982 8,476 5,446 2,050
<INCOME-CONTINUING> 4,321 18,231 14,100 9,082 3,408
<DISCONTINUED> 0 0 0 0 0
<EXTRAORDINARY> 0 0 0 0 0
<CHANGES> 0 0 0 0 0
<NET-INCOME> 4,321 18,231 14,100 9,082 3,408
<EPS-PRIMARY> .57 2.48 1.93 1.25 .47
<EPS-DILUTED> .57 2.46 1.91 1.24 .47
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS OF HUGHES SUPPLY, INC. AND RELATED STATEMENTS OF
INCOME AS OF AND FOR THE PERIODS ENDED JANUARY 27, 1995, OCTOBER 31, 1994 AND
JULY 31, 1994. THIS SCHEDULE IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000049029
<NAME> HUGHES SUPPLY, INC.
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> YEAR 9-MOS 6-MOS
<FISCAL-YEAR-END> JAN-27-1995 JAN-27-1995 JAN-27-1995
<PERIOD-END> JAN-27-1995 OCT-31-1994 JUL-31-1994
<CASH> 3,692 2,300 2,362
<SECURITIES> 0 0 0
<RECEIVABLES> 133,966 127,636 124,513
<ALLOWANCES> 5,042 7,238 6,232
<INVENTORY> 129,894 112,189 117,810
<CURRENT-ASSETS> 283,857 245,549 250,101
<PP&E> 110,234 108,415 105,149
<DEPRECIATION> 54,248 52,710 50,460
<TOTAL-ASSETS> 355,362 311,861 314,742
<CURRENT-LIABILITIES> 106,634 90,046 89,221
<BONDS> 107,334 87,993 94,935
<COMMON> 7,100 7,100 7,100
0 0 0
0 0 0
<OTHER-SE> 132,748 125,367 122,194
<TOTAL-LIABILITY-AND-EQUITY> 355,362 311,861 314,742
<SALES> 911,362 677,728 439,001
<TOTAL-REVENUES> 911,362 677,728 439,001
<CGS> 728,887 543,869 351,848
<TOTAL-COSTS> 728,887 543,869 351,848
<OTHER-EXPENSES> 157,311 114,434 74,829
<LOSS-PROVISION> 1,381 2,081 1,509
<INTEREST-EXPENSE> 5,429 3,836 2,512
<INCOME-PRETAX> 21,359 15,878 9,878
<INCOME-TAX> 7,735 5,722 3,601
<INCOME-CONTINUING> 13,624 10,156 6,277
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 13,624 10,156 6,277
<EPS-PRIMARY> 2.02 1.52 .95
<EPS-DILUTED> 1.99 1.49 .93
</TABLE>
