-----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, EtidBoLRMgzgFYcuEMwrLFnSi/59dFpTRRPgzXTcuskL+81fFPqdFEkelkHG/p1S pbV5Jidn6mShIntAQVUSvA== 0000049029-96-000006.txt : 19960613 0000049029-96-000006.hdr.sgml : 19960613 ACCESSION NUMBER: 0000049029-96-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19960612 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: 96579885 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 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):
1996 1995 Variance Gross profit $ 63,194 $ 53,266 $ 9,928 18.6% Gross margin 20.0% 20.2%
Operating expenses for the three months ended April 30, 1996 and 1995 were as follows (dollars in thousands):
1996 1995 Variance Operating expenses $ 55,614 $ 46,880 $ 8,734 18.6% % of Net Sales 17.6% 17.7%
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 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: 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. EX-27 3
5 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. 0000049029 HUGHES SUPPLY, INC. 1,000 3-MOS JAN-31-1997 APR-30-1996 3,081 0 171,545 5,833 142,450 328,540 123,471 62,119 418,593 137,276 116,927 0 0 7,380 155,111 418,593 315,637 315,637 252,443 252,443 54,792 822 1,970 7,095 2,774 4,321 0 0 0 4,321 .57 .57
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 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. 0000049029 HUGHES SUPPLY, INC. 1,000 YEAR 9-MOS 6-MOS 3-MOS YEAR JAN-26-1996 JAN-26-1996 JAN-26-1996 JAN-26-1996 JAN-27-1995 JAN-26-1996 OCT-31-1995 JUL-31-1995 APR-30-1995 JAN-27-1995 3,432 1,681 3,010 1,843 3,692 0 0 0 0 0 151,337 163,786 157,472 157,789 139,815 4,671 7,739 6,334 5,476 5,042 138,903 126,226 132,584 134,384 129,894 307,199 296,646 300,107 303,020 283,857 117,730 115,823 114,829 113,050 110,234 58,565 57,187 56,392 55,598 54,248 390,355 381,423 381,893 384,200 355,362 120,591 115,624 109,368 123,193 106,634 109,524 108,294 119,519 113,120 107,334 7,284 7,260 7,298 7,300 7,100 0 0 0 0 0 0 0 0 0 0 151,185 148,392 143,960 138,941 132,748 390,355 381,423 381,893 384,200 355,362 1,126,795 854,555 557,875 264,162 911,362 1,126,795 854,555 557,875 264,162 911,362 896,076 683,023 445,951 210,896 728,887 896,076 683,023 445,951 210,896 728,887 196,685 144,272 94,355 46,293 157,311 1,849 2,434 1,246 587 1,381 7,714 5,926 4,011 1,900 5,429 29,213 22,576 14,528 5,458 21,359 10,982 8,476 5,446 2,050 7,735 18,231 14,100 9,082 3,408 13,624 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 18,231 14,100 9,082 3,408 13,624 2.48 1.93 1.25 .47 2.02 2.46 1.91 1.24 .47 1.99
EX-27 5
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 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 9-MOS 6-MOS JAN-27-1995 JAN-27-1995 OCT-31-1994 JUL-31-1994 2,300 2,362 0 0 130,219 127,326 7,238 6,232 112,189 117,810 245,549 250,101 108,415 105,149 52,710 50,460 311,861 314,742 90,046 89,221 87,993 94,935 7,100 7,100 0 0 0 0 125,367 122,194 311,861 314,742 677,728 439,001 677,728 439,001 543,869 351,848 543,869 351,848 114,434 74,829 2,081 1,509 3,836 2,512 15,878 9,878 5,722 3,601 10,156 6,277 0 0 0 0 0 0 10,156 6,277 1.52 .95 1.49 .93
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