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, 1999
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.
(Exact name of registrant as specified in its charter)
Florida 59-0559446
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 North Orange Avenue, Suite 200, Orlando, Florida 32801
(Address of principal executive offices) (Zip Code)
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 June 4, 1999
$1 Par Value 23,426,239
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, 1999 and January 29, 1999 ........... 3 - 4
Consolidated Statements of Income for the
Three Months Ended April 30, 1999 and 1998 .... 5
Consolidated Statements of Cash Flows for the
Three Months Ended April 30, 1999 and 1998 .... 6
Notes to Consolidated Financial Statements .... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations ................................. 8 - 13
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K .............. 14 - 18
Signatures .................................... 19
Index of Exhibits Filed with This Report ...... 20
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 29,
1999 1999
---------- ----------
ASSETS
Current Assets:
Cash and cash equivalents $ 6,750 $ 6,010
Accounts receivable, less allowance for
losses of $5,241 and $2,809 394,654 341,109
Inventories 427,305 409,734
Deferred income taxes 8,654 8,520
Other current assets 24,276 31,346
---------- ----------
Total current assets 861,639 796,719
Property and Equipment, Net 132,919 127,632
Excess of Cost over Net Assets Acquired 207,094 181,622
Other Assets 20,737 17,540
---------- ----------
$1,222,389 $1,123,513
========== ==========
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 29,
1999 1999
---------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 188 $ 39
Accounts payable 217,742 176,234
Accrued compensation and benefits 24,185 25,029
Other current liabilities 42,403 27,982
---------- ----------
Total current liabilities 284,518 229,284
Long-Term Debt 449,304 402,203
Deferred Income Taxes 3,173 4,711
Other Noncurrent Liabilities 5,117 3,359
---------- ----------
Total liabilities 742,112 639,557
---------- ----------
Commitments and Contingencies
Shareholders' Equity:
Preferred stock - -
Common stock-24,255,905 and
24,183,834 shares issued 24,256 24,184
Capital in excess of par value 220,888 219,558
Retained earnings 254,067 242,730
Treasury stock, 719,150 and
no shares, at cost (15,685) -
Unearned compensation related to
outstanding restricted stock (3,249) (2,516)
---------- ----------
Total shareholders' equity 480,277 483,956
---------- ----------
$1,222,389 $1,123,513
========== ==========
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,
1999 1998
---------- ----------
Net Sales $ 711,296 $ 602,031
Cost of Sales 554,938 472,754
---------- ----------
Gross Profit 156,358 129,277
---------- ----------
Operating Expenses:
Selling, general and administrative 121,335 99,589
Depreciation and amortization 6,656 5,713
Provision for doubtful accounts 1,387 570
---------- ----------
Total operating expenses 129,378 105,872
---------- ----------
Operating Income 26,980 23,405
---------- ----------
Non-Operating Income and (Expenses):
Interest and other income 2,240 1,526
Interest expense (6,774) (6,256)
---------- ----------
(4,534) (4,730)
---------- ----------
Income Before Income Taxes 22,446 18,675
Income Taxes 9,091 7,072
---------- ----------
Net Income $ 13,355 $ 11,603
========== ==========
Earnings Per Share:
Basic $ .56 $ .49
========== ==========
Diluted $ .55 $ .49
========== ==========
Average Shares Outstanding:
Basic 23,863 23,601
========== ==========
Diluted 24,240 23,874
========== ==========
Dividends Per Share $ .085 $ .080
========== ==========
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,
1999 1998
---------- ----------
Cash Flows from Operating Activities:
Net income $ 13,355 $ 11,603
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 6,656 5,713
Provision for doubtful accounts 1,387 570
Other, net (274) (60)
Changes in assets and liabilities, net
of effects of business acquisitions:
(Increase) in accounts receivable (47,645) (40,598)
(Increase) in inventories (9,463) (11,342)
Decrease in other current assets 7,460 1,369
(Increase) in other assets (3,285) (3,574)
Increase in accounts payable and
accrued liabilities 37,002 27,413
Increase in accrued interest and
income taxes 12,238 8,190
(Decrease) increase in other
noncurrent liabilities (110) 124
(Increase) decrease in net deferred
income taxes (733) 593
---------- ----------
Net cash provided by
operating activities 16,588 1
---------- ----------
Cash Flows from Investing Activities:
Capital expenditures (6,984) (6,130)
Proceeds from sale of
property and equipment 79 243
Business acquisitions, net of cash (31,469) (627)
---------- ----------
Net cash used in investing
activities (38,374) (6,514)
---------- ----------
Cash Flows from Financing Activities:
Net borrowings under short-term
debt arrangements 46,832 19,947
Principal payments on long-term debt (6,696) (9,584)
Dividends paid (2,056) (2,524)
Purchase of treasury stock (15,788) -
Proceeds from stock options exercised 234 175
Purchase of common shares - (175)
---------- ----------
Net cash provided by financing
activities 22,526 7,839
---------- ----------
Net Increase in Cash and Cash Equivalents 740 1,326
Cash and Cash Equivalents:
Beginning of period 6,010 8,204
---------- ----------
End of period $ 6,750 $ 9,530
========== ==========
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 Hughes Supply, Inc. (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 April 30,
1999, the results of operations for the three months ended April
30, 1999 and 1998, and cash flows for the three months then ended.
The results of operations for the three months ended April 30, 1999
are not necessarily indicative of the results that may be expected
for the full year.
The fiscal year of the Company is a 52-week period ending on the
last Friday in January. The three months ended April 30, 1999 and
1998 each contained 13 weeks.
Basic earnings per share is calculated by dividing net income by
the weighted-average number of shares outstanding. Diluted
earnings per share is calculated by dividing net income by the
weighted-average number of shares outstanding, adjusted for
dilutive potential common shares. The weighted-average number of
shares used in calculating basic earnings per share were 23,863,000
and 23,601,000 for the three months ended April 30, 1999 and 1998,
respectively. In calculating diluted earnings per share, these
amounts were adjusted to include dilutive potential common shares
of 377,000 and 273,000 for the three months ended April 30, 1999
and 1998, respectively.
2. During the three months ended April 30, 1999, the Company acquired
three wholesale distributors of materials to the construction
industry that were accounted for as purchases. These acquisitions,
individually and in the aggregate, 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.
3. On March 15, 1999, the Board of Directors authorized the Company to
repurchase up to 2.5 million of its outstanding shares of common
stock. During the three months ended April 30, 1999, the Company
repurchased 723,900 shares for a total cost of $15.8 million or an
average of $21.81 per share.
Page 7
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, 1999, and the results of operations for the
three months then ended.
Certain statements set forth in Management's Discussion and Analysis of
Financial Condition and Results of Operations, including but not limited
to certain statements made regarding the Year 2000 Issue (as
subsequently defined), constitute "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, and
are subject to the safe harbor created by such sections. When used in
this report, the words "believe," "anticipate," "estimate," "expect,"
and similar expressions are intended to identify forward-looking
statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give
no assurance that such expectations will prove to be correct. The
Company's actual results may differ significantly from the results
discussed in such forward-looking statements. When appropriate, certain
factors that could cause results to differ materially from those
projected in the forward-looking statements are enumerated. This
Management's Discussion and Analysis of Financial Condition and Results
of Operations should be read in conjunction with the Company's
consolidated financial statements and the notes thereto contained herein
and in the Company's Form 10-K for the fiscal year ended January 29,
1999.
Material Changes in Results of Operations
Net Sales
Net sales were $711 million for the quarter ended April 30, 1999, an 18%
increase over the prior year's first quarter. Approximately one-half of
the increase in net sales was attributable to branches acquired and
opened after January 31, 1998. The remainder of the increase was
attributable to same-store sales, which increased 9% over the prior
year's first quarter.
The same-store sales increase of 9% for the quarter ended April 30, 1999
was primarily attributable to (i) continued growth of construction
activity throughout the Company's market areas and (ii) strong demand
across each of the Company's three major product categories: Fluid
Control Products, Electrical Products and Specialty Products. This
increase was partially offset, however, by the impact of lower prices on
Page 8
certain commodity-based products, as further discussed below.
Gross Profit
Gross profit and gross margin for the three months ended April 30, 1999
and 1998 were as follows (dollars in thousands):
1999 1998 Variance
-------- -------- ----------------
Gross profit $156,358 $129,277 $27,081 21%
Gross margin 22.0% 21.5%
The improvement in gross margins resulted from several factors,
including the Company's expansion of higher-margin product groups
through acquisitions, efficiencies created with central distribution
centers and enhanced purchasing power. The enhanced purchasing power
was attributable to increased volume and concentration of supply sources
as part of the Company's preferred vendor program.
Although the gross margin percentage for the three months ended April
30, 1999 was relatively unaffected by lower pricing of certain
commodity-based products, total gross profit dollars for the quarter
were negatively impacted by these declines. The lower pricing was the
result of continued deflationary pressure over the past year on the
pricing of certain of the Company's products whose manufacture is
reliant on certain commodities, including stainless steel, nickel
alloys, copper, aluminum and plastic.
Operating Expenses
Operating expenses for the three months ended April 30, 1999 and 1998
were as follows (dollars in thousands):
1999 1998 Variance
-------- -------- ----------------
Operating expenses $129,378 $105,872 $23,506 22%
Percentage of net sales 18.2% 17.6%
Approximately 12 percentage points of the 22% increase in operating
expenses for the three months ended April 30, 1999 was attributable to
branches acquired and opened after January 31, 1998. The remainder of
the increase was primarily due to (i) higher personnel and
transportation costs associated with same-store sales growth and (ii)
higher expenses associated with the Company's program of upgrading its
information technology ("IT") systems. Although upgrading the IT
systems has increased operating expenses, the Company believes this
investment will provide a platform for future growth and enable it to
realize more administrative synergies from past and future acquisitions.
Page 9
Interest Expense
Interest expense was $6.8 million and $6.3 million for the three months
ended April 30, 1999 and 1998, respectively, an 8% increase. The
increase was primarily the result of higher borrowing levels, partially
offset by lower interest rates. The higher borrowing levels were
primarily due to the Company's (i) expansion through business
acquisitions, which has been partially funded by debt financing, and
(ii) share repurchases.
Income Taxes
The effective income tax rates for the three months ended April 30, 1999
and 1998 were 40.5% and 37.9%, respectively. Prior to the merger with
Winn-Lange Electric, Inc. ("Winn-Lange") on June 30, 1998, Winn-Lange
was a Subchapter S corporation and therefore, not subject to corporate
income tax. Winn-Lange's Subchapter S corporation status terminated
upon the merger with the Company. As a result, the Company's effective
tax rate was higher for the three months ended April 30, 1999 compared
to the prior year period.
Net Income
Net income was $13.4 million for the first quarter compared to $11.6
million for the prior year's first quarter, a 15% increase. Diluted
earnings per share for the first quarter were $.55 compared to $.49 in
the prior year's first quarter. These improved results reflect
operating leverage that has been achieved through the Company's
acquisition and internal growth programs, and the resulting purchasing
synergies.
Liquidity and Capital Resources
Working capital at April 30, 1999 totaled $577 million compared to $567
million at January 29, 1999. The working capital ratio was 3.0 to 1 and
3.5 to 1 as of April 30, 1999 and January 29, 1999, 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.
Net cash provided by operations was $16.6 million for the three months
ended April 30, 1999 compared to a break-even cash flow from operations
for the three months ended April 30, 1998. This change was primarily
the result of (i) the Company's improved profit levels and (ii) an
increase in accounts payable resulting from extended payment terms
offered by certain vendors of several of the Company's seasonal product
groups.
The Company's expenditures for property and equipment were $7.0 million
for the three months ended April 30, 1999 compared to $6.1 million for
the three months ended April 30, 1998. Capital expenditures for
Page 10
property and equipment, excluding amounts for business acquisitions, are
expected to be approximately $35 million for fiscal 2000.
Cash payments for business acquisitions accounted for as purchases
totaled $31.5 million for the three months ended April 30, 1999 compared
to $.6 million for the three months ended April 30, 1998.
Principal reductions on long-term debt were $6.7 million for the three
months ended April 30, 1999 compared to $9.6 million for the same period
in the prior year. These amounts were primarily attributable to the
repayment of debt assumed as a result of certain business acquisitions.
Dividend payments were $2.1 million and $2.5 million during the three
months ended April 30, 1999 and 1998, respectively. Dividend payments
of $2.5 million during the three months ended April 30, 1998 included
cash dividends of pooled companies totaling $.7 million.
As of April 30, 1999, the Company had approximately $110 million of
unused borrowing capacity (subject to borrowing limitations under long-
term debt covenants) to fund ongoing operating requirements and
anticipated capital expenditures. The Company also believes it has
sufficient borrowing capacity to take advantage of growth and business
acquisition opportunities and to fund share repurchases in the near
term. The Company expects to continue to finance future expansion on a
project-by-project basis through additional borrowing or through the
issuance of common stock.
On March 15, 1999, the Board of Directors authorized the Company to
repurchase up to 2.5 million of its outstanding shares of common stock.
During the three months ended April 30, 1999, the Company repurchased
723,900 shares for a total cost of $15.8 million or an average of $21.81
per share.
Year 2000 Issue
Many existing computer programs use only two digits to identify a year
in the date field. As the century date change occurs, these programs
may recognize the year 2000 as 1900, or not at all. If not corrected,
many computer systems and applications could fail or create erroneous
results by or at the year 2000 (the "Year 2000 Issue").
The Company has developed plans to address its possible exposures
related to the impact of the Year 2000 Issue on each of its internal
systems and those of third parties. These plans are expected to be
implemented primarily with the use of internal personnel.
The Company's internal systems consist of its central operating and
accounting systems, which handle the majority of its business
transactions, and other remote operating systems, which have resulted
from the Company's acquisition program. Plans to address the Year 2000
Issue with respect to the Company's internal systems include an
assessment phase, a remediation phase and a testing phase.
Page 11
All required modifications to the Company's central operating system
were completed in December 1998. This system was thoroughly tested and
the modifications were implemented into the production environment. The
Company has installed an upgraded, vendor-certified year 2000 compliant
version of its accounting system. The Company's own internal
verification and validation testing for year 2000 compliance of the
accounting system was completed in May 1999. With respect to these two
systems, the Company does not anticipate that the Year 2000 Issue will
materially impact its operations or operating results.
As of May 31, 1999, the Company had 26 remote operating systems in
place. One of these systems utilizes a customized business software
application that the Company is testing for year 2000 compliance. The
remaining 25 systems utilize commercially available business software
applications. Of these 25 systems, eight are certified year 2000
compliant by their vendors. The remaining 17 systems are expected to be
converted by October 31, 1999 to one of the eight vendor-certified year
2000 compliant systems that are expected to be in use on January 1,
2000.
The Company has successfully completed its own internal verification and
validation testing for year 2000 compliance on two of the eight vendor-
certified year 2000 compliant systems that are expected to be in use on
January 1, 2000. Testing of the remaining six systems is currently
underway and is expected to be completed by October 31, 1999. All
additional remote operating systems added after May 31, 1999 as a result
of the Company's acquisition program will be assessed, remediated and
tested to the extent that is necessary to ensure year 2000 compliance,
or converted to one of the Company's systems that is expected to be year
2000 compliant.
Management estimates total pretax costs relating to the Year 2000 Issue
to be approximately $2 million. Approximately 36% of these costs were
incurred through April 30, 1999 and the remaining costs are expected to
be incurred through March 2000. The estimate of $2 million excludes
certain costs of converting remote operating systems to the Company's
other year 2000 compliant systems, because such costs are not expected
to be material or the conversion is scheduled to be performed as part of
the Company's normal integration activities. Approximately $1 million
of the estimated total pretax costs of $2 million are personnel and
other expenses related to the Company's Year 2000 Project Team, which is
expected to remain intact through the turn of the century. The
remaining estimated cost of $1 million is expected to be incurred
primarily in connection with the remediation and testing of the
Company's remote operating systems.
The Company has contacted its major suppliers, customers and service
providers regarding their Year 2000 Issues to assess the risk of these
entities not being able to continue to provide goods and services to the
Company. Through May 31, 1999, approximately 38% of the entities
contacted have responded. Of those entities who have responded,
approximately 45% have indicated that their systems are year 2000
Page 12
compliant, and the remaining entities have indicated that they have
programs in place to address their respective organization's Year 2000
Issues. The Company plans to continue to evaluate the year 2000
readiness of its major suppliers, customers and service providers, and
to follow up with those entities that have not responded.
The Company believes its planning efforts are adequate to address the
Year 2000 Issue. There are, however, certain risks that the Company
cannot directly control, including the readiness of its major suppliers,
customers and service providers. Failure on the part of any of these
entities to timely remediate their Year 2000 Issues could result in
disruptions in the Company's supply of materials, disruptions in its
customers' ability to conduct business and interruptions to the
Company's daily operations. Management believes that its exposure to
third party risk may be minimized to some extent because it does not
rely significantly on any one supplier or customer. There can be no
guarantee, however, that the systems of other third parties on which the
Company's systems and operations rely will be corrected on a timely
basis and will not have a material adverse effect on the Company.
As the Company receives and evaluates additional information provided by
third parties regarding their year 2000 readiness, the Company intends
to develop contingency plans, as deemed necessary, to safeguard its
ongoing operations. Such contingency plans may include identifying
alternative suppliers or service providers, stockpiling certain
inventories if alternative sources of supply are not available,
evaluating the impact and creditworthiness of non-compliant customers
and the addition of borrowing capacity if deemed necessary to finance
higher levels of inventory or working capital on an interim basis.
Page 13
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 Restated Articles of Incorporation, as amended,
incorporated by reference to Exhibit 3.1 to Form 10-Q for
the quarter ended April 30, 1997 (Commission File No.
001-08772).
3.2 Composite By-Laws, as amended, incorporated by reference
to Exhibit 3.2 to Form 10-K for the fiscal year ended
January 30, 1998 (Commission File No. 001-08772).
3.3 Form of Articles of Amendment to Restated Articles of
Incorporation of the Company, incorporated by reference
to Exhibit 99.2 to Form 8-A dated May 22, 1998
(Commission File No. 001-08772).
(4) Instruments defining the rights of security holders, including
indentures.
4.1 Form of Common Stock Certificate representing shares of
the Registrant's common stock, $1.00 par value,
incorporated by reference to Exhibit 4.1 to Form 10-Q for
the quarter ended July 31, 1997 (Commission File No. 001-
08772).
4.2 Rights Agreement dated as of May 20, 1998 between Hughes
Supply, Inc. and American Stock Transfer & Trust Company,
incorporated by reference to Exhibit 99.2 to Form 8-A
dated May 22, 1998 (Commission File No. 001-08772).
Page 14
(10) Material contracts.
10.1 Lease Agreements with Hughes, Inc.
(a) Orlando Trucking, Garage and Maintenance Operations
dated December 1, 1971, incorporated by reference
to 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, incorporated by
reference to 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
(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, incorporated by reference to 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, incorporated by reference to Exhibit
10.1(j) to Form 10-K for the fiscal year ended
January 29, 1988 (Commission File No. 0-5235).
Page 15
(e) Lease dated March 11, 1992, incorporated by
reference to 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
(f) Amendments to leases between Hughes, Inc. and the
Registrant, dated April 1, 1998, amending the
leases for the thirteen properties listed in
Exhibit 10.1(b), (d) and (e), incorporated by
reference to Exhibit 10.1 to Form 10-K for the
fiscal year ended January 30, 1998 (Commission File
No. 001-08772).
10.2 Hughes Supply, Inc. 1988 Stock Option Plan as amended
March 12, 1996 incorporated by reference to 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, incorporated by reference to 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, incorporated by
reference to Exhibit 10.4 to Form 10-K for the fiscal
year ended January 30, 1998 (Commission File No. 001-
08772).
10.5 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 for the Annual Meeting of
Shareholders to be held May 24, 1994 (Commission File No.
001-08772).
10.6 Hughes Supply, Inc. Amended Senior Executives' Long-Term
Incentive Bonus Plan, adopted January 25, 1996,
incorporated by reference to Exhibit 10.9 to Form 10-K
for the fiscal year ended January 26, 1996 (Commission
File No. 001-08772).
Page 16
10.7 Note Purchase Agreement, dated as of August 28, 1997, by
and among the Company and certain purchasers identified
in Schedule A of the Note Purchase Agreement,
incorporated by reference to Exhibit 10.15 to Form 10-Q
for the quarter ended July 31, 1997 (Commission File No.
001-08772).
10.8 Hughes Supply, Inc. 1997 Executive Stock Plan (the
"Plan") incorporated by reference to the description of
the Plan set forth under Exhibit A of the Registrant's
Proxy Statement for the Annual Meeting of Shareholders to
be held May 20, 1997 (Commission File No. 001-08772).
10.9 Note Purchase Agreement, dated as of May 29, 1996, by and
among the Company and certain purchasers identified in
Schedule A of the Note Purchase Agreement, incorporated
by reference to Exhibit 10.13 to Form 10-K for the fiscal
year ended January 30, 1998 (Commission File No. 001-
08772).
10.10 Note Purchase Agreement, dated as of May 5, 1998, by and
among the Company and certain purchasers identified in
Schedule A of the Note Purchase Agreement, incorporated
by reference to Exhibit 10.11 to Form 10-Q for the
quarter ended April 30, 1998 (Commission File No. 001-
08772).
10.11 Revolving Credit Agreement, dated as of January 26, 1999,
by and among the Company and a group of banks,
incorporated by reference to Exhibit 10.11 to Form 10-K
for the fiscal year ended January 29, 1999 (Commission
File No. 001-08772). The Revolving Credit Agreement
contains a table of contents identifying the contents of
Schedules and Exhibits, all of which have been omitted.
The Company agrees to furnish a supplemental copy of any
omitted Schedule or Exhibit to the Commission upon
request.
10.12 Line of Credit Agreement, dated as of January 26, 1999,
by and among the Company and a group of banks,
incorporated by reference to Exhibit 10.12 to Form 10-K
for the fiscal year ended January 29, 1999 (Commission
File No. 001-08772). The Line of Credit Agreement
contains a table of contents identifying the contents of
Schedules and Exhibits, all of which have been omitted.
The Company agrees to furnish a supplemental copy of any
omitted Schedule or Exhibit to the Commission upon
request.
Page 17
(11) Statement re computation of per share earnings. Not
applicable.
(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).
(99) Additional exhibits. Not applicable.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter
ended April 30, 1999.
Page 18
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 7, 1999 By: /s/ David H. Hughes
David H. Hughes, Chairman of
the Board and Chief Executive
Officer
Date: June 7, 1999 By: /s/ J. Stephen Zepf
J. Stephen Zepf, Treasurer,
Chief Financial Officer and
Chief Accounting Officer
Page 19
INDEX OF EXHIBITS FILED WITH THIS REPORT
27.1 Financial Data Schedule (filed electronically only).
Page 20
<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, 1999, 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-28-2000
<PERIOD-END> APR-30-1999
<CASH> 6,750
<SECURITIES> 0
<RECEIVABLES> 399,895
<ALLOWANCES> 5,241
<INVENTORY> 427,305
<CURRENT-ASSETS> 861,639
<PP&E> 217,469
<DEPRECIATION> 84,550
<TOTAL-ASSETS> 1,222,389
<CURRENT-LIABILITIES> 284,518
<BONDS> 449,304
0
0
<COMMON> 24,256
<OTHER-SE> 456,021
<TOTAL-LIABILITY-AND-EQUITY> 1,222,389
<SALES> 711,296
<TOTAL-REVENUES> 711,296
<CGS> 554,938
<TOTAL-COSTS> 554,938
<OTHER-EXPENSES> 127,991
<LOSS-PROVISION> 1,387
<INTEREST-EXPENSE> 6,774
<INCOME-PRETAX> 22,446
<INCOME-TAX> 9,091
<INCOME-CONTINUING> 13,355
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,355
<EPS-BASIC> .56
<EPS-DILUTED> .55
</TABLE>
