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 April 30, 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 May 24, 1996
$1 Par Value 9,547,183
Page 1
HUGHES SUPPLY, INC.
FORM 10-Q
Index
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of
April 30, 1996 and January 26, 1996 3 - 4
Consolidated Statements of Income for
the Three Months Ended April 30, 1996
and 1995 5
Consolidated Statements of Cash Flows for the
Three Months Ended April 30, 1996 and 1995 6
Notes to Consolidated Financial Statements 7 - 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations 10 - 12
Part II. Other Information
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 (unaudited)
(in thousands, except share data)
April 30, January 26,
1996 1996
------------ ------------
(Note 2)
ASSETS
Current Assets:
Cash and cash equivalents $ 3,081 $ 3,432
Accounts receivable, less allowance for
losses of $5,833 and $4,671 165,712 146,666
Inventories 142,450 138,903
Deferred income taxes 11,349 10,397
Other current assets 5,948 7,801
--------- ---------
Total current assets 328,540 307,199
Property and Equipment, net 61,352 59,165
Excess of Cost over Net Assets Acquired 20,931 16,637
Deferred Income Taxes 2,526 2,430
Other Assets 5,244 4,924
--------- ---------
$ 418,593 $ 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)
April 30, January 26,
1996 1996
------------ ------------
(Note 2)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 1,107 $ 2,632
Accounts payable 104,876 88,280
Accrued compensation and benefits 10,913 12,642
Other current liabilities 20,380 17,037
--------- ---------
Total current liabilities 137,276 120,591
Long-Term Debt 116,927 109,524
Other Noncurrent Liabilities 1,899 1,771
--------- ---------
Total liabilities 256,102 231,886
--------- ---------
Commitments and Contingencies
Shareholders' Equity:
Preferred stock - -
Common stock-7,379,683 and
7,284,700 shares issued 7,380 7,284
Capital in excess of par value 40,792 40,468
Retained earnings 114,319 110,717
--------- ---------
Total shareholders' equity 162,491 158,469
--------- ---------
$ 418,593 $ 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 April 30,
1996 1995
----------- -----------
(Note 2)
Net Sales $ 315,637 $ 264,162
Cost of Sales 252,443 210,896
--------- ---------
Gross Profit 63,194 53,266
--------- ---------
Operating Expenses:
Selling, general and administrative 52,216 43,954
Depreciation and amortization 2,576 2,339
Provision for doubtful accounts 822 587
--------- ---------
Total operating expenses 55,614 46,880
--------- ---------
Operating Income 7,580 6,386
--------- ---------
Non-Operating Income and (Expenses):
Interest and other income 1,485 972
Interest expense (1,970) (1,900)
--------- ---------
(485) (928)
--------- ---------
Income Before Income Taxes 7,095 5,458
Income Taxes 2,774 2,050
--------- ---------
Net Income $ 4,321 $ 3,408
========= =========
Earnings Per Share:
Primary $ .57 $ .47
========= =========
Fully diluted $ .57 $ .47
========= =========
Average Shares Outstanding:
Primary 7,550 7,197
========= =========
Fully diluted 7,590 7,203
========= =========
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 Cash Flows (unaudited)
(in thousands)
Three months ended April 30,
1996 1995
----------- --------
(Note 2)
Increase (Decrease) in Cash and Cash
Equivalents:
Cash flows from operating activities:
Cash received from customers $ 299,896 $ 249,272
Cash paid to suppliers and employees (290,611) (245,727)
Interest received 1,036 745
Interest paid (2,241) (1,884)
Income taxes paid (807) (892)
--------- ---------
Net cash provided by
operating activities 7,273 1,514
--------- ---------
Cash flows from investing activities:
Capital expenditures (4,175) (3,011)
Proceeds from sale of
property and equipment 263 211
Business acquisitions, net of cash (5,419) (4,532)
--------- ---------
Net cash used in
investing activities (9,331) (7,332)
--------- ---------
Cash flows from financing activities:
Net borrowing under short-term
arrangements 8,596 6,034
Principal payments on:
Long-term notes (6,425) (780)
Capital lease obligations (215) (199)
Proceeds from issuance of common
shares under stock option plans 442 84
Purchase of common shares (78) (19)
Dividends paid (613) (1,151)
--------- ---------
Net cash provided by
financing activities 1,707 3,969
--------- ---------
Net Decrease in Cash and
Cash Equivalents (351) (1,849)
Cash and Cash Equivalents:
Beginning of period 3,432 3,692
--------- ---------
End of period $ 3,081 $ 1,843
========= =========
The accompanying notes are an integral part of these consolidated
financial statements.
Page 6
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 April 30, 1996, the results of
operations and cash flows for the three months ended April 30, 1996
and 1995. 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 quarters
ended April 30, 1996 and 1995 contained 14 weeks and 13 weeks,
respectively.
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 merger 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.
Net sales and net income of the separate companies for the period
preceding the acquisition were:
Net Net
Sales Income
--------- --------
Three months ended
April 30, 1995-
Hughes, as previously reported $ 253,886 $ 2,908
ELASCO 10,276 500
--------- --------
Combined $ 264,162 $ 3,408
========= ========
3. In addition to the acquisition accounted for as a pooling of
interests, the Company acquired during the three months ended April
30, 1996 two wholesale distributors of materials to the
construction industry for cash. These acquisitions have been
accounted for as purchases 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.
Page 7
HUGHES SUPPLY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited) (dollars in thousands, except per share data)
4. The following is a reconciliation of net income to net cash
provided by (used in) operating activities:
Three months ended April 30,
1996 1995
---------- ----------
Net income $ 4,321 $ 3,408
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation 2,019 1,944
Amortization 557 395
Provision for doubtful accounts 822 587
Gain on sale of property
and equipment (175) (136)
Undistributed (earnings) losses
of affiliate (24) 37
Changes in assets and liabilities,
net of effects of acquisitions:
(Increase) decrease in:
Accounts receivable (15,991) (15,018)
Inventories (597) 68
Other current assets 1,875 1,562
Other assets (508) (1,441)
Increase (decrease) in:
Accounts payable and accrued
expenses 13,150 8,834
Accrued interest and income
taxes 2,744 1,772
Other noncurrent liabilities 128 100
Increase in deferred income taxes (1,048) (598)
---------- ----------
Net cash provided by
operating activities $ 7,273 $ 1,514
========== ==========
5. Subsequent events:
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 a $30,000 subordinated seller
interim note and the assumption of $6,436 of bank debt. The
transaction will be accounted for as a purchase. PVF distributes
stainless steel pipe, valves and fittings from 16 locations
nationwide, and had sales of approximately $110,000 for calendar
year 1995.
Page 8
HUGHES SUPPLY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited) (dollars in thousands, except per share data)
In connection with the closing of the PVF acquisition, the Company
entered into a bridge loan agreement with certain members of the
Company's existing bank syndication group, which provided for
borrowing of $55,000 to fund the PVF acquisition.
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 $48,608 ($32.69
per share). 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, satisfy the
bridge loan financing and to reduce indebtedness outstanding under
the Company's revolving credit facility and line of credit
agreement.
Page 9
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 April 30, 1996, and the results of operations for the
three 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 were $316 million for the quarter ended April 30, 1996, an
increase of 19% over the prior year's first quarter. Same store sales
were up 12% and accounted for almost two-thirds of the total increase.
Construction activity is expected to remain favorable in a majority of
the Company's market areas. These favorable conditions in conjunction
with the Company's acquisition program should result in continued sales
growth.
Gross profit and gross margin for the three months ended April 30, 1996
and 1995 were as follows (dollars in thousands):
<TABLE>
<CAPTION>
1996 1995 Variance
<S> <C> <C> <C> <C>
Gross profit $ 63,194 $ 53,266 $ 9,928 18.6%
Gross margin 20.0% 20.2%
</TABLE>
Operating expenses for the three months ended April 30, 1996 and 1995
were as follows (dollars in thousands):
<TABLE>
<CAPTION>
1996 1995 Variance
<S> <C> <C> <C> <C>
Operating expenses $ 55,614 $ 46,880 $ 8,734 18.6%
% of Net Sales 17.6% 17.7%
</TABLE>
Approximately 45% of the increase in operating expenses is attributable
to recent acquisitions and newly-opened wholesale outlets. Same store
operating expenses increased at a slower pace than sales as operating
efficiencies and economies of scale were realized.
Interest and other income increased to $1.5 million for the quarter from
$1.0 million in the prior year first quarter. The increase is primarily
Page 10
attributable to increased collection of service charges due on
delinquent accounts receivable as well as improvement in the Company's
equity in the earnings of an affiliate.
Interest expense was $2.0 million and $1.9 million for the quarters
ended April 30, 1996 and 1995, respectively. Lower interest rates
offset most of the effect of higher borrowing levels during the current
period compared to the prior year first quarter.
The effective income tax rates for the three months ended April 30, 1996
and 1995 were 39.1% and 37.6%, respectively. 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. Consequently, the effective rate for the combined companies is
expected to increase in future quarters to approximately 40%.
Net income was $4.3 million compared to $3.4 million for the prior year
first quarter, a 27% increase. Fully-diluted earnings per share for the
quarter increased to $.57 compared to $.47 in the prior year.
Liquidity and Capital Resources
The Company continues to maintain greater than 75% of total assets as
current assets. Working capital at April 30, 1996 amounted to $191.3
million compared to $186.6 million at January 26, 1996. The working
capital ratio was 2.39 to 1 and 2.55 to 1 as of April 30, 1996 and
January 26, 1996, respectively. The Company typically becomes more
leveraged in expansionary periods. Consequently, higher levels of
inventories and receivables, trade payables and debt are required to
support the growth. Annualized inventory turnover was 7.2 and 6.4 times
for the three months ended April 30, 1996 and 1995, respectively.
Annualized accounts receivable turnover for these periods was 7.8 and
7.1 times, respectively.
Net cash flow provided by operations was $7.3 million for the three
months ended April 30, 1996 versus $1.5 million in last year's first
quarter. The change is primarily due to fluctuations in accounts
payable. Accounts payable has increased because the Company took
advantage of extended payment terms offered by certain vendors of
several of its seasonal product groups.
Expenditures for property and equipment were $4.2 million for the
quarter ended April 30, 1996 compared to $3.0 million for the prior year
first quarter. These expenditures are expected to be approximately $12
million for fiscal year 1997.
Cash payments for business acquisitions, accounted for as purchases,
totaled $5.4 million for the three months ended April 30, 1996. Funding
was provided by borrowing under the Company's existing credit
arrangements. As of April 30, 1996, approximately $51 million was
available under these credit facilities (subject to borrowing
limitations under long-term debt covenants).
Page 11
Principal reductions on long-term debt were $6.4 million for the three
months ended April 30, 1996 compared to $.8 million for the prior year
first quarter. The increase resulted primarily from paying off debt of
recent business acquisitions. Dividend payments were $.6 million and
$1.2 million during the three months ended April 30, 1996 and 1995,
respectively. Prior year dividend payments included $.8 million in cash
dividends of pooled companies.
As discussed in Note 5 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 $48.6
million) 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 Holdings, Inc. and its subsidiaries
("PVF"). In addition to funding the PVF acquisition, the net proceeds
of these offerings were used to reduce indebtedness outstanding under
the Company's revolving credit facility and line of credit agreement.
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.
Management believes that the Company has sufficient borrowing capacity
to take advantage of growth and business acquisition opportunities and
has the resources necessary (subject to certain covenants related to the
senior notes and in the revolving credit facility and line of credit
agreement) 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 12
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).
(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
Page 13
(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
(3) Valdosta 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).
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
Page 14
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 &
Realty Company) or Monoco Realty and USCO
Incorporated.
(a) Leases dated March 1, 1995 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
Page 15
(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).
(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.
Page 16
(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 April 30, 1996, the Registrant filed a
Current Report on Form 8-K dated March 27, 1996, which reported
under Item 5 (Other Events) that the Registrant entered into an
Asset Purchase Agreement with PVF Holdings, Inc. (see Note 5 of
Notes to Consolidated Financial Statements).
Page 17
HUGHES SUPPLY, INC.
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: June 11, 1996 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).
27.2 Restated financial data schedule (filed electronically only).
27.3 Restated 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:
Options for common stock, issued under stock option plan.
Three Months
Ended April 30,
1996 1995
Line
- ----
SHARES
------
1 Average shares outstanding 7,370 7,084
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 180 113
---------- ----------
3 Shares used in calculating Earnings Per
Common and Common Equivalent Share 7,550 7,197
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 40 6
---------- ----------
5 Shares used in calculating Earnings Per
Common Share - Assuming Full Dilution 7,590 7,203
========== ==========
EARNINGS
--------
6 Net income per financial statements $ 4,321 $ 3,408
========== ==========
RESULTING PER SHARE DATA
------------------------
7 Earnings per common share (Line 6/Line 1) $ .59 $ .48
=========== ===========
8 Earnings per common share and common
equivalent share (Line 6/Line 3) $ .57 $ .47
=========== ===========
9 Dilution 3.4% 2.1%
=========== ===========
10 Earnings per common share - assuming full
dilution (Line 6/Line 5) $ .57 $ .47
=========== ===========
11 Dilution 3.4% 2.1%
=========== ===========
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 APRIL 30, 1996, AND
THE RELATED STATEMENT OF INCOME FOR THE THREE 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> 3-MOS
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-END> APR-30-1996
<CASH> 3,081
<SECURITIES> 0
<RECEIVABLES> 171,545
<ALLOWANCES> 5,833
<INVENTORY> 142,450
<CURRENT-ASSETS> 328,540
<PP&E> 123,471
<DEPRECIATION> 62,119
<TOTAL-ASSETS> 418,593
<CURRENT-LIABILITIES> 137,276
<BONDS> 116,927
0
0
<COMMON> 7,380
<OTHER-SE> 155,111
<TOTAL-LIABILITY-AND-EQUITY> 418,593
<SALES> 315,637
<TOTAL-REVENUES> 315,637
<CGS> 252,443
<TOTAL-COSTS> 252,443
<OTHER-EXPENSES> 54,792
<LOSS-PROVISION> 822
<INTEREST-EXPENSE> 1,970
<INCOME-PRETAX> 7,095
<INCOME-TAX> 2,774
<INCOME-CONTINUING> 4,321
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,321
<EPS-PRIMARY> .57
<EPS-DILUTED> .57
</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 26, 1996, OCTOBER 31, 1995,
JULY 31, 1995, APRIL 30, 1995, AND JANUARY 27, 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> YEAR 9-MOS 6-MOS 3-MOS YEAR
<FISCAL-YEAR-END> JAN-26-1996 JAN-26-1996 JAN-26-1996 JAN-26-1996 JAN-27-1995
<PERIOD-END> JAN-26-1996 OCT-31-1995 JUL-31-1995 APR-30-1995 JAN-27-1995
<CASH> 3,432 1,681 3,010 1,843 3,692
<SECURITIES> 0 0 0 0 0
<RECEIVABLES> 151,337 163,786 157,472 157,789 139,815
<ALLOWANCES> 4,671 7,739 6,334 5,476 5,042
<INVENTORY> 138,903 126,226 132,584 134,384 129,894
<CURRENT-ASSETS> 307,199 296,646 300,107 303,020 283,857
<PP&E> 117,730 115,823 114,829 113,050 110,234
<DEPRECIATION> 58,565 57,187 56,392 55,598 54,248
<TOTAL-ASSETS> 390,355 381,423 381,893 384,200 355,362
<CURRENT-LIABILITIES> 120,591 115,624 109,368 123,193 106,634
<BONDS> 109,524 108,294 119,519 113,120 107,334
<COMMON> 7,284 7,260 7,298 7,300 7,100
0 0 0 0 0
0 0 0 0 0
<OTHER-SE> 151,185 148,392 143,960 138,941 132,748
<TOTAL-LIABILITY-AND-EQUITY> 390,355 381,423 381,893 384,200 355,362
<SALES> 1,126,795 854,555 557,875 264,162 911,362
<TOTAL-REVENUES> 1,126,795 854,555 557,875 264,162 911,362
<CGS> 896,076 683,023 445,951 210,896 728,887
<TOTAL-COSTS> 896,076 683,023 445,951 210,896 728,887
<OTHER-EXPENSES> 196,685 144,272 94,355 46,293 157,311
<LOSS-PROVISION> 1,849 2,434 1,246 587 1,381
<INTEREST-EXPENSE> 7,714 5,926 4,011 1,900 5,429
<INCOME-PRETAX> 29,213 22,576 14,528 5,458 21,359
<INCOME-TAX> 10,982 8,476 5,446 2,050 7,735
<INCOME-CONTINUING> 18,231 14,100 9,082 3,408 13,624
<DISCONTINUED> 0 0 0 0 0
<EXTRAORDINARY> 0 0 0 0 0
<CHANGES> 0 0 0 0 0
<NET-INCOME> 18,231 14,100 9,082 3,408 13,624
<EPS-PRIMARY> 2.48 1.93 1.25 .47 2.02
<EPS-DILUTED> 2.46 1.91 1.24 .47 1.99
</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 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>
<PERIOD-TYPE> 9-MOS 6-MOS
<FISCAL-YEAR-END> JAN-27-1995 JAN-27-1995
<PERIOD-END> OCT-31-1994 JUL-31-1994
<CASH> 2,300 2,362
<SECURITIES> 0 0
<RECEIVABLES> 130,219 127,326
<ALLOWANCES> 7,238 6,232
<INVENTORY> 112,189 117,810
<CURRENT-ASSETS> 245,549 250,101
<PP&E> 108,415 105,149
<DEPRECIATION> 52,710 50,460
<TOTAL-ASSETS> 311,861 314,742
<CURRENT-LIABILITIES> 90,046 89,221
<BONDS> 87,993 94,935
<COMMON> 7,100 7,100
0 0
0 0
<OTHER-SE> 125,367 122,194
<TOTAL-LIABILITY-AND-EQUITY> 311,861 314,742
<SALES> 677,728 439,001
<TOTAL-REVENUES> 677,728 439,001
<CGS> 543,869 351,848
<TOTAL-COSTS> 543,869 351,848
<OTHER-EXPENSES> 114,434 74,829
<LOSS-PROVISION> 2,081 1,509
<INTEREST-EXPENSE> 3,836 2,512
<INCOME-PRETAX> 15,878 9,878
<INCOME-TAX> 5,722 3,601
<INCOME-CONTINUING> 10,156 6,277
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 10,156 6,277
<EPS-PRIMARY> 1.52 .95
<EPS-DILUTED> 1.49 .93
</TABLE>
