-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Du9hdCiafYZQjXJqGY48AcZujnPKRUF1dMfQjgXl+S26652kIaWD8TQd+TyD/d0f w8SNkt5BiZd/gh1s07SkTw== 0000049029-95-000017.txt : 19951202 0000049029-95-000017.hdr.sgml : 19951202 ACCESSION NUMBER: 0000049029-95-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19951031 FILED AS OF DATE: 19951130 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUGHES SUPPLY INC CENTRAL INDEX KEY: 0000049029 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 590559446 STATE OF INCORPORATION: FL FISCAL YEAR END: 0125 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08772 FILM NUMBER: 95597804 BUSINESS ADDRESS: STREET 1: 20 N ORANGE AVE, STE 200 STREET 2: P O BOX 2273 CITY: ORLANDO STATE: FL ZIP: 32802-2273 BUSINESS PHONE: 4078414755 10-Q 1 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 October 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from .........to........ Commission File No. 001-08772 HUGHES SUPPLY, INC. Incorporated in the State I.R.S. Employer I.D. of Florida Number 59-0559446 Post Office Box 2273 20 North Orange Avenue, Suite 200 Orlando, Florida 32802 Registrant's Telephone Number, including area code: 407/841-4755 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock Outstanding as of November 17, 1995 $1 Par Value 6,584,079 Page 1 HUGHES SUPPLY, INC. FORM 10-Q Index Page No. Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets as of October 31, 1995 and January 27, 1995 3 - 4 Consolidated Statements of Income for the Three Months Ended October 31, 1995 and 1994 5 Consolidated Statements of Income for the Nine Months Ended October 31, 1995 and 1994 6 Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 1995 and 1994 7 Notes to Consolidated Financial Statements 8 - 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 - 13 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 14 - 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) (dollars in thousands) October 31, January 27, 1995 1995 ----------- ----------- (Note 3) ASSETS Current Assets: Cash and cash equivalents $ 946 $ 3,192 Accounts receivable, less allowance for losses of $7,739 and $5,042 149,530 129,869 Inventories 119,218 123,308 Deferred income taxes 10,465 8,921 Other current assets 2,176 6,542 --------- --------- Total current assets 282,335 271,832 --------- --------- Property, Plant and Equipment, at cost: Land 13,910 13,360 Buildings and improvements 45,762 42,115 Transportation equipment 19,857 19,796 Furniture, fixtures and equipment 21,754 20,611 Property under capital leases 10,794 10,794 --------- --------- Total 112,077 106,676 Less accumulated depreciation and amortization (55,809) (52,945) --------- --------- Net property, plant and equipment 56,268 53,731 --------- --------- Deferred Income Taxes 2,161 2,095 Other Assets 23,885 13,380 --------- --------- $ 364,649 $ 341,038 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. Page 3 HUGHES SUPPLY, INC. Consolidated Balance Sheets (unaudited) - continued (dollars in thousands) October 31, January 27, 1995 1995 ----------- ----------- (Note 3) LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 999 $ 1,330 Accounts payable 77,758 75,888 Accrued compensation and benefits 10,921 9,723 Other current liabilities 17,595 13,000 --------- --------- Total current liabilities 107,273 99,941 --------- --------- Long-Term Debt, less current portion: Notes 103,838 101,915 Capital lease obligations 2,383 3,061 --------- --------- Total long-term debt 106,221 104,976 --------- --------- Other Noncurrent Liabilities 1,847 1,540 --------- --------- Total liabilities 215,341 206,457 --------- --------- Commitments and Contingencies Shareholders' Equity: Preferred stock - - Common stock-6,595,883 and 6,412,487 shares issued 6,596 6,413 Capital in excess of par value 41,356 37,824 Retained earnings 101,539 92,032 --------- --------- 149,491 136,269 Less treasury stock-11,804 and 108,988 shares, at cost (183) (1,688) --------- --------- Total shareholders' equity 149,308 134,581 --------- --------- $ 364,649 $ 341,038 ========= ========= 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 October 31, 1995 1994 ----------- ----------- (Note 3) Net Sales $ 279,039 $ 223,592 Cost of Sales 222,820 180,074 --------- --------- Gross Profit 56,219 43,518 --------- --------- Operating Expenses: Selling, general and administrative 45,193 35,311 Depreciation and amortization 2,574 2,271 Provision for doubtful accounts 1,043 572 --------- --------- Total operating expenses 48,810 38,154 --------- --------- Operating Income 7,409 5,364 --------- --------- Non-Operating Income and (Expenses): Interest and other income, net 1,309 768 Interest expense (1,832) (1,269) --------- --------- (523) (501) --------- --------- Income Before Income Taxes 6,886 4,863 Income Taxes 2,858 1,961 --------- --------- Net Income $ 4,028 $ 2,902 ========= ========= Earnings Per Share: Primary $ .60 $ .47 ========= ========= Fully diluted $ .60 $ .47 ========= ========= Average Shares Outstanding: Primary 6,732 6,162 ========= ========= Fully diluted 6,747 6,163 ========= ========= Dividends Per Share $ .07 $ .06 ========= ========= 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) Nine months ended October 31, 1995 1994 ----------- ----------- (Note 3) Net Sales $ 805,575 $ 636,715 Cost of Sales 643,398 511,476 --------- --------- Gross Profit 162,177 125,239 --------- --------- Operating Expenses: Selling, general and administrative 130,629 102,069 Depreciation and amortization 7,196 6,503 Provision for doubtful accounts 2,289 2,081 --------- --------- Total operating expenses 140,114 110,653 --------- --------- Operating Income 22,063 14,586 --------- --------- Non-Operating Income and (Expenses): Interest and other income, net 3,449 2,266 Interest expense (5,697) (3,702) --------- --------- (2,248) (1,436) --------- --------- Income Before Income Taxes 19,815 13,150 Income Taxes 8,083 5,358 --------- --------- Net Income $ 11,732 $ 7,792 ========= ========= Earnings Per Share: Primary $ 1.77 $ 1.31 ========= ========= Fully diluted $ 1.75 $ 1.28 ========= ========= Average Shares Outstanding: Primary 6,629 5,964 ========= ========= Fully diluted 6,685 6,208 ========= ========= Dividends Per Share $ .21 $ .16 ========= ========= 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) Nine months ended October 31, 1995 1994 ----------- ----------- (Note 3) Increase (Decrease) in Cash and Cash Equivalents: Cash flows from operating activities: Cash received from customers $ 787,888 $ 622,521 Cash paid to suppliers and employees (761,518) (607,128) Interest received 2,385 1,833 Interest paid (5,374) (3,032) Income taxes paid (10,423) (6,644) --------- --------- Net cash provided by operating activities 12,958 7,550 --------- --------- Cash flows from investing activities: Proceeds from sale of property, plant and equipment 1,156 561 Capital expenditures (8,641) (10,030) Business acquisitions, net of cash (6,945) (1,341) --------- --------- Net cash used in investing activities (14,430) (10,810) --------- --------- Cash flows from financing activities: Net borrowing under short-term debt arrangements 1,682 5,557 Principal payments on: Long-term notes (1,049) (334) Capital lease obligations (598) (544) Proceeds from issuance of common shares under stock option plans 874 542 Purchase of common shares (409) (210) Dividends paid (1,274) (840) --------- --------- Net cash provided by (used in) financing activities (774) 4,171 --------- --------- Net Increase (Decrease) in Cash and Cash Equivalents (2,246) 911 Cash and Cash Equivalents: Beginning of period 3,192 1,078 --------- --------- End of period $ 946 $ 1,989 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. Page 7 HUGHES SUPPLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (dollars in thousands, except per share data) 1. In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of October 31, 1995, the results of operations for the three months and nine months ended October 31, 1995 and 1994, and cash flows for the nine months then ended. Prior period financial statements have been restated to include the accounts of a company acquired and accounted for as a pooling of interests (see Note 3). 2. In addition to the acquisition accounted for as a pooling of interests, the Company acquired, during the nine months ended October 31, 1995, several wholesale distributors of materials to the construction industry for cash and common stock. These acquisitions have been accounted for as purchases and did not have a material effect on the consolidated financial statements. Results of operations of these companies from their respective dates of acquisition have been included in the consolidated financial statements. 3. On August 1, 1995 the Company acquired all the common stock of Moore Electric Supply, Inc. ("Moore") in exchange for approximately 291,000 shares of the Company's common stock. Moore is a wholesale distributor of electrical products with five outlets in North Carolina and South Carolina. The merger has been accounted for as a pooling of interests and, accordingly, historical financial data has been restated to include Moore. Moore's fiscal year-end has been changed from March 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 periods preceding the acquisition were: Net Net Sales Income ----------- ----------- Three months ended - July 31, 1995 (the most recent quarter prior to pooling): Hughes Supply, Inc. $ 260,474 $ 4,230 Moore 17,439 650 --------- --------- Combined $ 277,913 $ 4,880 ========= ========= Page 8 HUGHES SUPPLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) (dollars in thousands, except per share data) Net Net Sales Income ----------- ----------- Three months ended - October 31, 1994: Hughes Supply, Inc. $ 210,584 $ 2,778 Moore 13,008 124 --------- --------- Combined $ 223,592 $ 2,902 ========= ========= Nine months ended - October 31, 1994: Hughes Supply, Inc. $ 597,104 $ 7,456 Moore 39,611 336 --------- --------- Combined $ 636,715 $ 7,792 ========= ========= 4. On July 31, 1995, the Company's revolving credit and line of credit agreement with a group of banks was amended. The agreement, as amended, now permits the Company to borrow up to $160,000 (subject to borrowing limitations under the agreement) - $125,000 long-term, expiring June 30, 1998, and $35,000 line of credit convertible to a term note due two years from conversion date. 5. The following is a reconciliation of net income to net cash provided by (used in) operating activities: Nine months ended October 31, 1995 1994 ---------- ---------- Net income $ 11,732 $ 7,792 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 5,846 5,859 Amortization 1,350 644 Provision for doubtful accounts 2,289 2,081 (Gain) on sale of property, plant and equipment (646) (228) Undistributed (earnings) losses of affiliate 73 (111) Page 9 HUGHES SUPPLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) (dollars in thousands, except per share data) Nine months ended October 31, 1995 1994 --------- --------- Changes in assets and liabilities: net of effects of acquisitions: (Increase) decrease in: Accounts receivable (18,178) (14,288) Inventories 10,488 (8,741) Other current assets 4,475 4,031 Other assets (2,435) (176) Increase (decrease) in: Accounts payable and accrued expenses (326) 11,097 Accrued interest and income taxes (407) 1,490 Other noncurrent liabilities 307 206 Decrease (increase) in deferred income taxes (1,610) (2,106) --------- --------- Net cash provided by operating activities $ 12,958 $ 7,550 ========= ========= 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 October 31, 1995, and the results of operations for the nine months then ended. As mentioned in Note 3 to the consolidated financial statements, on August 1, 1995 the Company and Moore Electric Supply, Inc. 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 one. Material Changes in Results of Operations Net Sales: Net sales were $279.0 million for the quarter ended October 31, 1995, an increase of 25% over the prior year third quarter. Net sales for the nine months were $805.6 million which was 27% ahead of last year. Although residential construction activity has been slower, the Company's strategy of expanding and diversifying into more construction markets (commercial and industrial, as well as geographic) has contributed to these strong sales gains. Newly-acquired and opened wholesale outlets provided 19 and 17 percentage points of the 25% and 27% increases for the three and nine month periods, respectively. Management expects commercial construction activity to continue at current levels and believes that recent declines in interest rates should positively impact residential construction for the remainder of the year which should have a positive impact on the Company's results. Gross Profit: Gross profit and gross margin for the three and nine months ended October 31, 1995 and 1994 were as follows (dollars in thousands):
1995 1994 Gross Gross Gross Gross Variance Profit Margin Profit Margin Amount % Three months ended $ 56,219 20.1% $ 43,518 19.5% $ 12,701 29.2% Nine months ended $ 162,177 20.1% $ 125,239 19.7% $ 36,938 29.5%
The improvement in gross margins continues to be due to heightened construction activity as well as purchasing economies from increased volume. Page 11 Operating Expenses: Operating expenses for the three and nine month periods ended October 31, 1995 and 1994 were as follows (dollars in thousands):
1995 1994 % of % of Variance Amount Net Sales Amount Net Sales Amount % Three months ended $ 48,810 17.5% $ 38,154 17.1% $ 10,656 27.9% Nine months ended $ 140,114 17.4% $ 110,653 17.4% $ 29,461 26.6%
Approximately 16 and 15 percentage points of the 28% and 27% increases in operating expenses for the three and nine months ended October 31, 1995, respectively, are attributable to recent acquisitions and newly- opened wholesale outlets. Higher insurance and transportation costs continue to be primarily responsible for operating expenses increasing over expected amounts (due to sales growth) in existing operations. Labor costs associated with new product offerings (i.e. primarily pool supplies) have also contributed to higher operating expenses. As sales of the new products develop, the percentage of operating expenses to net sales should improve. Non-Operating Income and Expenses: Interest expense increased from $1.3 million for the three months ended October 31, 1994 to $1.8 million for the three months ended October 31, 1995. Approximately 35% of the increase is attributable to higher interest rates. Higher average borrowing resulting from growth accounted for 65% of the increase. Interest expense for the nine months ended October 31, 1995 was $5.7 million compared to $3.7 million in the prior year. Higher borrowing levels were responsible for approximately 53% of the increase and higher interest rates for the remainder. Income Taxes: The effective tax rates for the three and nine months ended October 31, 1995 and 1994 were as follows: 1995 1994 Three months ended 41.5% 40.3% Nine months ended 40.8% 40.7% The change in rates is due to fluctuations of nondeductible expenses. Net Income: Net income for the third quarter increased 39% to $4.0 million. Fully- diluted earnings per share for the third quarter were $.60 compared to $.47 in the prior year. For the nine months ended October 31, 1995 net Page 12 income reached $11.7 million, a 51% increase over the nine months ended October 31, 1994. Fully-diluted earnings per share for the nine months ended October 31, 1995 and 1994 were $1.75 and $1.28, respectively. Liquidity and Capital Resources The Company continues to maintain greater than 75% of total assets as current assets. Working capital at October 31, 1995 amounted to $175.1 million compared to $171.9 million at January 27, 1995. The working capital ratio remained relatively unchanged - 2.6 to 1 at October 31, 1995 compared to 2.7 to 1 at January 27, 1995. Accounts receivable at October 31, 1995 was $19.7 million higher than at January 27, 1995. Despite this increase, annualized accounts receivable turnover improved from 7.3 to 7.4 times. Aided by reductions in inventories since January 27, 1995, annualized inventory turnover advanced to 7.1 from 6.7 times. Cash payments for business acquisitions, accounted for as purchases, totaled $6.9 million for the nine months ended October 31, 1995. Funding was provided by borrowing under existing credit arrangements. In addition, approximately 195,000 shares of common stock valued at $3.9 million were issued for these acquisitions. The acquisitions were for wholesale distributors of electrical, electric utility, pool equipment and supplies, and water systems with facilities in Pennsylvania, Ohio, Georgia, Alabama, South Carolina, Tennessee, New Jersey, Florida and Puerto Rico. These operations are expected to positively impact results of operations over the remainder of the fiscal year. Expenditures for property and equipment were $8.6 million for the nine months ended October 31, 1995 compared to $10.0 million for the nine months ended October 31, 1994. These expenditures are expected to be approximately $10 million for fiscal year 1996. The Company's bank financing has been amended to increase the Company's borrowing capacity. It now consists of $160 million unsecured credit facility, which includes a $125 million long-term revolving credit facility and a $35 million line of credit convertible to a term note, as well as a $6 million short-term line of credit. The Company's financial condition remains strong and the Company has the resources necessary, with approximately $63 million in unused debt capacity (subject to borrowing limitations under long-term debt covenants), to take advantage of growth and business acquisition opportunities and to fund ongoing operating requirements. Future expansion will continue to be financed on a project-by-project basis through additional borrowing, or, as circumstances allow, through the issuance of common stock. Page 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 Articles of incorporation, as amended, filed as Exhibit 3.1 to Form 10-Q for the quarter ended July 31, 1994. 3.2 Composite By-Laws, as amended, filed as Exhibit 3.2 to Form 10-Q for the quarter ended July 31, 1994. (4) Instruments defining the rights of security holders, including indentures. 4.1 Specimen Stock Certificate representing shares of the Company's common stock, $1.00 par value, filed as Exhibit 4.2 to form 10-Q for the quarter ended October 31, 1984. 4.2 Resolution Approving and Implementing Shareholder Rights Plan filed as Exhibit 4.4 to Form 8-K dated May 17, 1988. (10) Material contracts. 10.1 Lease Agreements with Hughes, Inc. (a) Orlando Trucking, Garage and Maintenance Operations dated December 1, 1971, filed as Exhibit 13(n) to Registration No. 2-43900. Letter dated April 15, 1992 extending lease from month to month, filed as exhibit 10.1(a) to Form 10-K for the fiscal year ended January 31, 1992. Page 14 (b) Leases effective March 31, 1988, filed as exhibit 10.1(c) to Form 10-K for the fiscal year ended January 27, 1989; Sub-item Property (1) Clearwater (2) Daytona Beach (3) Fort Pierce (4) Lakeland (5) Lakeland - Lightstyle (6) Leesburg (7) Orlando Electrical Operation (8) Orlando Plumbing Operation (9) Orlando Utility Warehouse (10) St. Petersburg (11) Sarasota (12) Venice (13) Winter Haven (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. (d) Lease agreement dated June 1, 1987, between Hughes, Inc. and the Registrant, for additional Sarasota property, filed as Exhibit 10.1(j) to Form 10-K for the fiscal year ended January 29, 1988. (e) Leases dated March 11, 1992, filed as Exhibit 10.1(e) to Form 10-K for the fiscal year ended January 31, 1992. Sub-item Property (1) Tallahassee Electrical Operation (2) Gainesville Electrical Operation (3) Valdosta Electrical Operation 10.2 Hughes Supply, Inc. 1988 Stock Option Plan filed as Exhibit A to Prospectus included in Registration No. 33-26468. Page 15 10.3 Form of Supplemental Executive Retirement Plan Agreement entered into between the Registrant and eight of its executive officers, filed as Exhibit 10.6 to Form 10-K for fiscal year ended January 30, 1987. 10.4 Directors' Stock Option Plan, as amended, filed as Exhibit 10.4 to Form 10-Q for the quarter ended July 31, 1994. 10.5 Asset Purchase Agreement with Accord Industries Company, dated October 9, 1990, for sale of Registrant's manufacturing operations, filed as Exhibit 10.7 to Form 10-K for fiscal year ended January 25, 1991. 10.6 Lease Agreement dated June 30, 1993 between Donald C. Martin and Electrical Distributors, Inc., filed as Exhibit 10.6 to Form 10-K for fiscal year ended January 28, 1994. 10.7 Consulting Agreement dated June 30, 1993 between Hughes Supply, Inc. and Donald C. Martin, filed as Exhibit 10.7 to Form 10-K for fiscal year ended January 28, 1994. 10.8 Written description of senior executives' long-term incentive bonus plan for fiscal year 1996 incorporated by reference to the description of the bonus plan set forth under the caption "Approval of the Stock Award Provisions of the Senior Executives' Long-Term Incentive Bonus Plan for Fiscal Year 1996" on pages 26 and 27 of the Registrant's Proxy Statement Annual Meeting of Shareholders To Be Held May 24, 1994. 10.9 Senior Executives' Long-Term Incentive Bonus Plan, including the senior executives' long- term incentive bonus plan for fiscal year 1997 (the "1997 Performance Plan") and the senior executives' long-term incentive bonus plan for fiscal year 1998 (the "1998 Performance Plan") incorporated by reference therein, filed as Exhibit 10.9 to Form 10-K for the fiscal year ended January 27, 1995. 10.10 Lease Agreement dated June 30, 1994 between Donald C. Martin and Electrical Distributors, Inc., filed as Exhibit 10.10 to Form 10-K for the fiscal year ended January 27, 1995. Page 16 (11) Statement re computation of per share earnings. 11.1 Summary schedule of earnings per share calculation. (15) Letter re unaudited interim financial information - not applicable. (18) Letter re change in accounting principles - not applicable. (19) Report furnished to security holders - not applicable. (22) Published report regarding matters submitted to vote of security holders - not applicable. (23) Consents of experts and counsel - not applicable. (24) Power of attorney - not applicable. (27) Financial Data Schedule. 27.1 Financial Data Schedule (filed electronically only). 27.2 Restated Financial 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 October 31, 1995. Page 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HUGHES SUPPLY, INC. Date: November 29, 1995 By: /s/ David H. Hughes David H. Hughes, Chairman of the Board and Chief Executive Officer Date: November 29, 1995 By: /s/ J. Stephen Zepf J. Stephen Zepf, Treasurer, Chief Financial Officer and Chief Accounting Officer Page 18 INDEX OF EXHIBITS FILED WITH THIS REPORT 11.1 Summary schedule of earnings per share calculations. 27.1 Financial Data Schedule (filed electronically only). 27.2 Restated Financial Data Schedule (filed electronically only). Page 19 EX-11 2 Exhibit 11.1 HUGHES SUPPLY, INC. SUMMARY SCHEDULE OF EARNINGS PER SHARE CALCULATIONS (in thousands, except per share amounts) Potentially dilutive securities: a) Options for common stock, issued under stock option plan. b) 7% Convertible subordinated debentures, due May 1, 2011, redeemed April, 1994. Three Months Ended October 31, 1995 1994 Line - ---- SHARES ------ 1 Average shares outstanding 6,566 6,054 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 166 108 ---------- ---------- 3 Shares used in calculating Earnings Per Common and Common Equivalent Share 6,732 6,162 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 15 1 5 Incremental shares (debentures) - Assuming debentures were converted at beginning of period (or time of issuance, if later) at most advantageous (for security holder) conversion rate that becomes effective within 10 years - - ---------- ---------- 6 Shares used in calculating Earnings Per Common Share - Assuming Full Dilution 6,747 6,163 ========== ========== EARNINGS -------- 7 Net income per financial statements, used in calculating Earnings Per Common Share and Earnings Per Common and Common Equivalent Share $ 4,028 $ 2,902 8 Incremental earnings (debentures) - Assuming interest charges applicable to convertible debentures (and nondiscretionary adjustments that would have been made based on net income) are taken into account in determining balance of income applicable to common stock - - ---------- ---------- 9 Earnings used in calculating Earnings Per Common Share - Assuming Full Dilution $ 4,028 $ 2,902 ========== ========== Three Months Ended October 31, 1995 1994 Line - ---- RESULTING PER SHARE DATA ------------------------ 10 Earnings per common share (Line 7/Line 1) $ .61 $ .48 =========== =========== 11 Earnings per common share and common equivalent share (Line 7/Line 3) $ .60 $ .47 =========== =========== 12 Dilution 1.6% 2.1% =========== =========== 13 Earnings per common share - assuming full dilution (Line 9/Line 6) $ .60 $ .47 =========== =========== 14 Dilution 1.6% 2.1% =========== =========== 15 Used in statements of income: [ ] Line 10, if dilution less than 3%, or antidilution, exists for all periods. [ X ] Lines 11 and 13, if dilution >= 3% for any period. Nine Months Ended October 31, 1995 1994 Line - ---- SHARES ------ 1 Average shares outstanding 6,501 5,810 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 128 154 ---------- ---------- 3 Shares used in calculating Earnings Per Common and Common Equivalent Share 6,629 5,964 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 56 4 5 Incremental shares (debentures) - Assuming debentures were converted at beginning of period (or time of issuance, if Nine Months Ended October 31, 1995 1994 Line - ---- later) at most advantageous (for security holder) conversion rate that becomes effective within 10 years - 240 ---------- ---------- 6 Shares used in calculating Earnings Per Common Share - Assuming Full Dilution 6,685 6,208 ========== ========== EARNINGS -------- 7 Net income per financial statements, used in calculating Earnings Per Common Share and Earnings Per Common and Common Equivalent Share $ 11,732 $ 7,792 8 Incremental earnings (debentures) - Assuming interest charges applicable to convertible debentures (and nondiscretionary adjustments that would have been made based on net income) are taken into account in determining balance of income applicable to common stock - 166 ---------- ---------- 9 Earnings used in calculating Earnings Per Common Share - Assuming Full Dilution $ 11,732 $ 7,958 ========== ========== RESULTING PER SHARE DATA ------------------------ 10 Earnings per common share (Line 7/Line 1) $ 1.80 $ 1.34 =========== =========== 11 Earnings per common share and common equivalent share (Line 7/Line 3) $ 1.77 $ 1.31 =========== =========== 12 Dilution 1.7% 2.2% =========== =========== 13 Earnings per common share - assuming full dilution (Line 9/Line 6) $ 1.75 $ 1.28 =========== =========== 14 Dilution 2.8% 4.5% =========== =========== 15 Used in statements of income: [ ] Line 10, if dilution less than 3%, or antidilution, exists for all periods. [ X ] Lines 11 and 13, if dilution >= 3% for any period. EX-27 3
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET OF HUGHES SUPPLY, INC. AS OF OCTOBER 31, 1995, AND THE RELATED STATEMENT OF INCOME FOR THE NINE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000049029 HUGHES SUPPLY, INC. 1,000 9-MOS JAN-26-1996 OCT-31-1995 946 0 157,269 7,739 119,218 282,335 112,077 55,809 364,649 107,273 106,221 6,596 0 0 142,712 364,649 805,575 805,575 643,398 643,398 137,825 2,289 5,697 19,815 8,083 11,732 0 0 0 11,732 1.77 1.75
EX-27 4
5 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 JULY 31, 1995, APRIL 30, 1995, JANUARY 27, 1995, OCTOBER 31, 1994, AND JULY 31, 1994. THIS SCHEDULE IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000049029 HUGHES SUPPLY, INC. 1,000 6-MOS 3-MOS YEAR 9-MOS 6-MOS JAN-26-1996 JAN-26-1996 JAN-27-1995 JAN-27-1995 JAN-27-1995 JUL-31-1995 APR-30-1995 JAN-27-1995 OCT-31-1994 JUL-31-1994 2,812 1,447 3,192 1,989 2,362 0 0 0 0 0 152,236 152,536 134,911 124,995 122,396 6,334 5,476 5,042 7,238 6,232 124,707 127,133 123,308 106,784 112,454 286,751 290,083 271,832 234,560 239,797 111,139 109,338 106,676 104,796 101,625 55,075 54,262 52,945 51,400 49,213 366,055 368,764 341,038 298,525 302,125 102,799 115,851 99,941 83,649 82,709 115,906 110,109 104,976 85,995 92,965 6,609 6,611 6,413 6,413 6,413 0 0 0 0 0 0 0 0 0 0 138,999 134,553 128,168 121,119 118,752 366,055 368,764 341,038 298,525 302,125 526,536 248,623 856,560 636,715 413,123 526,536 248,623 856,560 636,715 413,123 420,578 198,274 685,601 511,476 331,402 420,578 198,274 685,601 511,476 331,402 90,058 44,097 149,158 108,572 70,990 1,246 587 1,340 2,081 1,509 3,865 1,829 5,247 3,702 2,433 12,929 4,772 18,102 13,150 8,287 5,225 1,948 7,386 5,358 3,397 7,704 2,824 10,716 7,792 4,890 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 7,704 2,824 10,716 7,792 4,890 1.17 .43 1.78 1.31 .83 1.17 .43 1.75 1.28 .81
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