-----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, DBQsL6l6K2yXtDHgBGjSpJr2vVpKfZ2yff5LFl8exuD+fDTxZONP1FP71xDg6Bs6 z0V5FRGLaLutLWnhTxczaw== 0000049029-96-000015.txt : 19960912 0000049029-96-000015.hdr.sgml : 19960912 ACCESSION NUMBER: 0000049029-96-000015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19960731 FILED AS OF DATE: 19960911 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: 96628689 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 July 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from .........to........ Commission File No. 001-08772 HUGHES SUPPLY, INC. Incorporated in the State I.R.S. Employer I.D. of Florida Number 59-0559446 Post Office Box 2273 20 North Orange Avenue, Suite 200 Orlando, Florida 32802 Registrant's Telephone Number, including area code: 407/841-4755 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock Outstanding as of August 23, 1996 $1 Par Value 9,733,412 Page 1 HUGHES SUPPLY, INC. FORM 10-Q Index Page No. Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets as of July 31, 1996 and January 26, 1996 3 - 4 Consolidated Statements of Income for the Three Months Ended July 31, 1996 and 1995 5 Consolidated Statements of Income for the Six Months Ended July 31, 1996 and 1995 6 Consolidated Statements of Cash Flows for the Six Months Ended July 31, 1996 and 1995 7 Notes to Consolidated Financial Statements 8 - 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 - 14 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 15 - 19 Signatures 20 Index of Exhibits Filed with This Report 21 Page 2 HUGHES SUPPLY, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets (unaudited) (in thousands, except share data) July 31, January 26, 1996 1996 ---------- ---------- (Note 2) ASSETS Current Assets: Cash and cash equivalents $ 543 $ 3,432 Accounts receivable, less allowance for losses of $7,193 and $4,671 187,714 138,682 Inventories 172,609 138,903 Deferred income taxes 11,966 10,397 Other current assets 9,494 15,785 --------- --------- Total current assets 382,326 307,199 Property and Equipment, net 63,577 59,165 Excess of Cost over Net Assets Acquired 81,289 16,637 Deferred Income Taxes 2,622 2,430 Other Assets 6,661 4,924 --------- --------- $ 536,475 $ 390,355 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. Page 3 HUGHES SUPPLY, INC. Consolidated Balance Sheets (unaudited) - continued (in thousands, except share data) July 31, January 26, 1996 1996 ----------- ----------- (Note 2) LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 1,173 $ 2,632 Accounts payable 102,135 88,280 Accrued compensation and benefits 12,334 12,642 Other current liabilities 21,922 17,037 --------- --------- Total current liabilities 137,564 120,591 Long-Term Debt 158,176 109,524 Other Noncurrent Liabilities 2,019 1,771 --------- --------- Total liabilities 297,759 231,886 --------- --------- Commitments and Contingencies Shareholders' Equity: Preferred stock - - Common stock-9,726,092 and 7,284,700 shares issued and outstanding 9,726 7,285 Capital in excess of par value 105,286 40,468 Retained earnings 123,704 110,716 --------- --------- Total shareholders' equity 238,716 158,469 --------- --------- $ 536,475 $ 390,355 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. Page 4 HUGHES SUPPLY, INC. Consolidated Statements of Income (unaudited) (in thousands, except per share data) Three months ended July 31, 1996 1995 ----------- ----------- Net Sales $ 362,879 $ 293,713 Cost of Sales 286,989 235,055 --------- --------- Gross Profit 75,890 58,658 --------- --------- Operating Expenses: Selling, general and administrative 56,232 45,658 Depreciation and amortization 3,672 2,404 Provision for doubtful accounts 840 659 --------- --------- Total operating expenses 60,744 48,721 --------- --------- Operating Income 15,146 9,937 --------- --------- Non-Operating Income and (Expenses): Interest and other income 1,919 1,244 Interest expense (2,884) (2,111) --------- --------- (965) (867) --------- --------- Income Before Income Taxes 14,181 9,070 Income Taxes 5,673 3,396 --------- --------- Net Income $ 8,508 $ 5,674 ========= ========= Earnings Per Share: Primary $ .90 $ .77 ========= ========= Fully diluted $ .90 $ .77 ========= ========= Average Shares Outstanding: Primary 9,466 7,365 ========= ========= Fully diluted 9,469 7,381 ========= ========= Dividends Per Share $ .09 $ .07 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. Page 5 HUGHES SUPPLY, INC. Consolidated Statements of Income (unaudited) (in thousands, except per share data) Six months ended July 31, 1996 1995 ----------- ----------- Net Sales $ 678,516 $ 557,875 Cost of Sales 539,432 445,951 --------- --------- Gross Profit 139,084 111,924 --------- --------- Operating Expenses: Selling, general and administrative 108,448 89,612 Depreciation and amortization 6,248 4,743 Provision for doubtful accounts 1,662 1,246 --------- --------- Total operating expenses 116,358 95,601 --------- --------- Operating Income 22,726 16,323 --------- --------- Non-Operating Income and (Expenses): Interest and other income 3,404 2,216 Interest expense (4,854) (4,011) --------- --------- (1,450) (1,795) --------- --------- Income Before Income Taxes 21,276 14,528 Income Taxes 8,447 5,446 --------- --------- Net Income $ 12,829 $ 9,082 ========= ========= Earnings Per Share: Primary $ 1.51 $ 1.25 ========= ========= Fully diluted $ 1.51 $ 1.24 ========= ========= Average Shares Outstanding: Primary 8,488 7,279 ========= ========= Fully diluted 8,500 7,301 ========= ========= Dividends Per Share $ .18 $ .14 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. Page 6 HUGHES SUPPLY, INC. Consolidated Statements of Cash Flows (unaudited) (in thousands) Six months ended July 31, 1996 1995 ----------- ----------- Increase (Decrease) in Cash and Cash Equivalents: Cash flows from operating activities: Cash received from customers $ 647,526 $ 541,003 Cash paid to suppliers and employees (637,307) (531,046) Interest received 1,903 1,586 Interest paid (3,763) (3,857) Income taxes paid (7,219) (7,788) --------- --------- Net cash provided by (used in) operating activities 1,140 (102) --------- --------- Cash flows from investing activities: Capital expenditures (7,740) (6,300) Proceeds from sale of property and equipment 1,552 553 Business acquisitions, net of cash (81,393) (4,532) --------- --------- Net cash used in investing activities (87,581) (10,279) --------- --------- Cash flows from financing activities: Net borrowing (repayment) under short-term debt arrangements (48,142) 12,284 Principal payments on: Long-term notes (13,210) (464) Capital lease obligations (428) (398) Proceeds from issuance of long-term debt 98,000 - Net proceeds from sale of common stock 48,201 - Proceeds from stock options exercised 710 150 Purchase of common shares (301) (65) Dividends paid (1,278) (1,808) --------- --------- Net cash provided by financing activities 83,552 9,699 --------- --------- Net Decrease in Cash and Cash Equivalents (2,889) (682) Cash and Cash Equivalents: Beginning of period 3,432 3,692 --------- --------- End of period $ 543 $ 3,010 ========= ========= The accompanying notes are an integral part of these consolidated financial statements. Page 7 HUGHES SUPPLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (dollars in thousands, except per share data) 1. In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of July 31, 1996, the results of operations for the three months and six months ended July 31, 1996 and 1995, and cash flows for the six months then ended. Prior period financial statements have been restated to include the accounts of ELASCO (defined in Note 2 below) acquired and accounted for as a pooling of interests (see Note 2). The fiscal year of the Company is a 52- or 53-week period ending on the last Friday in January. Fiscal year 1997 will be a 53-week period while fiscal year 1996 was a 52-week period. The six months ended July 31, 1996 and 1995 contained 27 and 26 weeks, respectively, while the three months ended July 31, 1996 and 1995 each contained 13 weeks. The January 26, 1996 balance sheet contains certain reclassifications which were made to conform to the July 31, 1996 financial statement format. None of these reclassifications affected net income or shareholders' equity. 2. On April 26, 1996 the Company acquired all the common stock of Electric Laboratories and Sales Corporation and ELASCO Agency Sales, Inc. (collectively, "ELASCO") in exchange for 486,238 shares of the Company's common stock. ELASCO is a wholesale distributor of electric utility supplies and equipment with three branches in Illinois and Ohio. The transaction has been accounted for as a pooling of interests and, accordingly, historical financial data has been restated to include ELASCO. ELASCO's fiscal year end has been changed to the last Friday in January to conform to the Company's fiscal year end. 3. On May 13, 1996, the Company acquired substantially all of the assets, properties and business of PVF Holdings, Inc. and its subsidiaries ("PVF"). The aggregate consideration paid was $99,436, consisting of cash in the amount of $44,400, the issuance of 669,956 shares of common stock having an agreed-upon value of $27.763 per share, the issuance of $30,000 subordinated interim note payable to the sellers and the assumption of $6,436 of bank debt. PVF distributes stainless steel pipe, valves and fittings from 16 locations nationwide, and had sales of approximately $110,000 for calendar year 1995. The transaction has been accounted for as a purchase and the results of operations of PVF from the date of acquisition are included in the consolidated financial statements. The excess of cost over net assets acquired is being amortized over 15 years by the straight- line method. Page 8 HUGHES SUPPLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) (dollars in thousands, except per share data) The following table reflects the pro forma combined results of operations, assuming the PVF acquisition had occurred at the beginning of each period presented: Six Months Ended July 31, 1996 1995 -------- -------- Net sales $711,591 $612,545 Net income 15,144 15,003 Earnings per share: Primary 1.55 1.59 Fully diluted 1.54 1.59 The past and future financial performance of PVF will be directly influenced by the cost of stainless steel and nickel alloy which as a commodity item can and does fluctuate. Significant fluctuations in the prices of stainless steel and nickel alloy which have occurred in the first six months of each period presented have resulted in gross margins for PVF of 39.8% for the first six months of fiscal 1996 compared to 30.4% for the first six months of fiscal 1997 included in the pro forma information above. As a result of the commodity price fluctuations and the fact that these significant price fluctuations could continue to create cyclicality in PVF's future operating performance, management believes that the pro forma information is not necessarily indicative of future performance. 4. On May 29, 1996 the Company issued $98,000 of senior notes in a private placement in connection with the acquisition of PVF. The notes mature in 2011, bear interest at 7.96% and will be payable in 20 equal semi-annual payments beginning in 2001. In May, 1996 the Company sold in a public offering 1,486,989 shares of its common stock which generated net proceeds of approximately $48,201. Proceeds received by the Company in the private placement of the senior notes and the sale of the Company's common stock were used to partially fund the PVF acquisition (including satisfaction of the interim note payable to the sellers) and to reduce indebtedness outstanding under the Company's revolving credit facility and line of credit agreement. 5. In addition to the acquisitions discussed in Notes 2 and 3 above, during the six months ended July 31, 1996 the Company acquired several wholesale distributors of materials to the construction industry for cash and stock. These acquisitions have been Page 9 HUGHES SUPPLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) (dollars in thousands, except per share data) accounted for as purchases or immaterial poolings and did not have a material effect on the consolidated financial statements of the Company. Results of operations of these companies from their respective dates of acquisition have been included in the consolidated financial statements. 6. The following is a reconciliation of net income to net cash provided by (used in) operating activities: Six months ended July 31, 1996 1995 ---------- ---------- Net income $ 12,829 $ 9,082 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 4,209 3,922 Amortization 2,039 821 Provision for doubtful accounts 1,662 1,246 Gain on sale of property and equipment (1,013) (300) Undistributed (earnings) losses of affiliate (32) 46 Changes in assets and liabilities, net of effects of acquisitions: (Increase) decrease in: Accounts receivable (31,446) (17,248) Inventories 12,962 1,868 Other current assets 6,397 5,862 Other assets (1,175) (1,298) Increase (decrease) in: Accounts payable and accrued expenses (7,859) (2,117) Accrued interest and income taxes 4,080 (1,090) Other noncurrent liabilities 248 202 Increase in deferred income taxes (1,761) (1,098) ---------- ---------- Net cash provided by (used in) operating activities $ 1,140 $ (102) ========== ========== 7. On August 22, 1996 the Company's Board of Directors increased the regular quarterly cash dividend from $.09 to $.10 per share effective for the third quarter dividend which will be payable on November 15, 1996 to shareholders of record on November 1, 1996. Page 10 HUGHES SUPPLY, INC. PART I. FINANCIAL INFORMATION - continued Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following is management's discussion and analysis of certain significant factors which have affected the financial condition of the Company as of July 31, 1996, and the results of operations for the six months then ended. As described in Note 2 of the Notes to Consolidated Financial Statements, on April 26, 1996 the Company and Electric Laboratories and Sales Corporation and ELASCO Agency Sales, Inc. (collectively, "ELASCO") entered into a business combination accounted for as a pooling of interests. Accordingly, all financial data in this discussion and analysis is reported as though the companies have always been combined. Material Changes in Results of Operations Net Sales: Net sales increased to $362.9 million for the quarter ended July 31, 1996, 24% over the prior year's second quarter. Net sales for the six months were $678.5 million which was 22% ahead of last year. Newly- acquired and opened wholesale outlets provided 15 and 12 percentage points of the 24% and 22% increases for the three and six month periods, respectively. Management expects commercial construction activity to continue at current levels. These favorable conditions coupled with the Company's acquisition program should result in continued sales growth. Gross Profit: Gross profit and gross margin for the three and six months ended July 31, 1996 and 1995 were as follows (dollars in thousands):
1996 1995 Gross Gross Gross Gross Variance Profit Margin Profit Margin Amount % Three months ended $ 75,890 20.9% $ 58,658 20.0% $ 17,232 29.4% Six months ended $ 139,084 20.5% $ 111,924 20.1% $ 27,160 24.3%
More than half of the second quarter improvement in gross margins is attributable to the inclusion of branches acquired from PVF Holdings, Inc. and its subsidiaries ("PVF") in May, 1996. Expansion of product offerings to lines with better margins, efficiencies created with central distribution centers, increased volume and concentration of supply sources have also contributed to the improvement in gross margins. Page 11 Operating Expenses: Operating expenses for the three and six month periods ended July 31, 1996 and 1995 were as follows (dollars in thousands):
1996 1995 % of % of Variance Amount Net Sales Amount Net Sales Amount % Three months ended $ 60,744 16.7% $ 48,721 16.6% $ 12,023 24.7% Six months ended $ 116,358 17.1% $ 95,601 17.1% $ 20,757 21.7%
Approximately one-half of the 24.7% and 21.7% increases in operating expenses for the three and six months ended July 31, 1996, respectively, is attributable to recent acquisitions and newly-opened wholesale outlets. Non-Operating Income and Expenses: Interest and other income increased $.7 million and $1.2 million for the three and six months ended July 31, 1996, respectively, over the prior year periods. The increases are primarily attributable to gain on sales of property and equipment during the quarter ended July 31, 1996. Interest expense was $2.9 million and $4.9 million for the three and six months ended July 31, 1996 compared to $2.1 million and $4.0 million for the three and six months ended July 31, 1995, respectively. The increases are the result of higher borrowing levels partially offset by lower interest rates. Expansion through business acquisitions has been partially funded by debt financing. Income Taxes: The effective tax rates for the three and six months ended July 31, 1996 and 1995 were as follows: 1996 1995 Three months ended 40.0% 37.4% Six months ended 39.7% 37.5% Prior to its merger with the Company on April 26, 1996, ELASCO was a Subchapter S corporation and, therefore, not subject to corporate income tax. ELASCO's Subchapter S corporation status terminated upon the merger with the Company. As a result, the Company's effective tax rate will be lower for the year ended January 26, 1996 than for the year ended January 31, 1997. The effective income tax rate for the combined companies is expected to be approximately 40% in future quarters. Net Income: Net income for the second quarter increased 50% to $8.5 million. Fully- diluted earnings per share for the second quarter were $.90 compared to $.77 in the prior year, a 17% increase with 28% more shares outstanding. Page 12 For the six months ended July 31, 1996, net income reached $12.8 million, a 41% increase over the six months ended July 31, 1995. Fully- diluted earnings per share for the six months ended July 31, 1996 and 1995 were $1.51 and $1.24, respectively. This increase of 22% was on 16% more shares outstanding. Liquidity and Capital Resources Working capital at July 31, 1996 amounted to $245 million compared to $187 million at January 26, 1996. The working capital ratio increased slightly - 2.8 to 1 at July 31, 1996 compared to 2.5 to 1 at January 26, 1996. Cash payments for business acquisitions, accounted for as purchases, totaled $81 million for the six months ended July 31, 1996. In addition, the Company issued approximately 920,000 of its common shares valued at $23 million for such purchases and for acquisitions accounted for as immaterial poolings of interests. As a result of these acquisitions, the Company now has 245 branches in 22 states compared to 212 branches in 14 states at last year end. As discussed in Note 4 of the Notes to Consolidated Financial Statements, in May, 1996 the Company issued 1,486,989 shares of its common stock in a public offering (generating net proceeds of approximately $48 million, after all expenses) and issued $98 million of senior notes in a private placement in connection with the purchase of substantially all of the assets, properties and business of PVF. In addition to funding the PVF acquisition, the net proceeds of these offerings were used to reduce indebtedness outstanding under the Company's bank debt. Management believes the PVF acquisition provides the Company with several strategic benefits, including: (i) a well-established position in the stainless steel and specialty alloy sector of the pipe, valve and fitting products market; (ii) a higher gross margin product group than the Company's other product groups; (iii) greater focus on targeted industrial and replacement markets; (iv) a strong management team; and (v) new opportunities for additional acquisitions. Additional growth opportunities for the Company related to the PVF acquisition include incremental sales of complementary valve products (which represented only 2% of PVF's fiscal 1995 net sales) and new branch openings. Expenditures for property and equipment were $7.7 million for the six months ended July 31, 1996 compared to $6.3 million for the six months ended July 31, 1995. These expenditures are expected to be approximately $12 million for fiscal year 1997. Principal reductions on long-term debt were $13.2 million for the six months ended July 31, 1996 compared to $.5 million for the prior year six months. The increase resulted primarily from paying off debt of recent business acquisitions. Dividend payments were $1.3 million and Page 13 $1.8 million during the six months ended July 31, 1996 and 1995, respectively. Prior year dividend payments included $1.0 million in cash dividends of pooled companies. Management believes that the Company has sufficient borrowing capacity, with $108 million available under its existing credit facilities (subject to certain covenants related to the senior notes and in the revolving credit facility and line of credit agreement), to take advantage of growth and business acquisition opportunities and has the resources necessary to fund ongoing operating requirements and anticipated capital expenditures. Future expansion will continue to be financed on a project-by-project basis through additional borrowing, or, as circumstances allow, through the issuance of common stock or equity- linked securities. Page 14 HUGHES SUPPLY, INC. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Filed. (2) Plan of acquisition, reorganization, arrangement, liquidation or succession - not applicable. (3) Articles of incorporation and by-laws. 3.1 Articles of Incorporation, as amended, filed as Exhibit 3.1 to Form 10-Q for the quarter ended July 31, 1994 (Commission File No. 001-08772). 3.2 Composite By-Laws, as amended, filed as Exhibit 3.2 to Form 10-Q for the quarter ended July 31, 1994 (Commission File No. 001-08772). (4) Instruments defining the rights of security holders, including indentures. 4.1 Specimen Stock Certificate representing shares of the Registrant's common stock, $1.00 par value, filed as Exhibit 4.2 to Form 10-Q for the quarter ended October 31, 1984 (Commission File No. 0- 5235). 4.2 Resolution Approving and Implementing Shareholder Rights Plan filed as Exhibit 4.4 to Form 8-K dated May 17, 1988 (Commission File No. 0-5235). (10) Material contracts. 10.1 Lease Agreements with Hughes, Inc. (a) Orlando Trucking, Garage and Maintenance Operations dated December 1, 1971, filed as Exhibit 13(n) to Registration No. 2-43900 (Commission File No. 0-5235). Letter dated April 15, 1992 extending lease from month to month, filed as exhibit 10.1(a) to Form 10-K for the fiscal year ended January 31, 1992 (Commission File No. 0-5235). Page 15 (b) Leases effective March 31, 1988, filed as Exhibit 10.1(c) to Form 10-K for the fiscal year ended January 27, 1989 (Commission File No. 0-5235). Sub-Item Property (1) Clearwater (2) Daytona Beach (3) Fort Pierce (4) Lakeland (6) Leesburg (7) Orlando Electrical Operation (8) Orlando Plumbing Operation (9) Orlando Utility Warehouse (10) St. Petersburg (11) Sarasota (12) Venice (13) Winter Haven (c) Lease amendment letter between Hughes, Inc. and the Registrant, dated December 1, 1986, amending Orlando Truck Operations Center and Maintenance Garage lease, filed as Exhibit 10.1(i) to Form 10-K for the fiscal year ended January 30, 1987 (Commission File No. 0-5235). (d) Lease agreement dated June 1, 1987, between Hughes, Inc. and the Registrant, for additional Sarasota property, filed as Exhibit 10.1(j) to Form 10-K for the fiscal year ended January 29, 1988 (Commission File No. 0-5235). (e) Leases dated March 11, 1992, filed as Exhibit 10.1(e) to Form 10-K for the fiscal year ended January 31, 1992 (Commission File No. 0-5235). Sub-Item Property (2) Gainesville Electrical Operation 10.2 Hughes Supply, Inc. 1988 Stock Option Plan as amended March 12, 1996 filed as Exhibit 10.2 to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). 10.3 Form of Supplemental Executive Retirement Plan Agreement entered into between the Registrant and eight of its executive officers, filed as Exhibit 10.6 to Form 10-K for the fiscal year ended January 30, 1987 (Commission File No. 0- 5235). Page 16 10.4 Directors' Stock Option Plan, as amended, filed as Exhibit 10.4 to Form 10-Q for the quarter ended July 31, 1994 (Commission File No. 001-08772). 10.5 Asset Purchase Agreement with Accord Industries Company, dated October 9, 1990, for sale of Registrant's manufacturing operations, filed as Exhibit 10.7 to Form 10-K for the fiscal year ended January 25, 1991 (Commission File No. 0-5235). 10.6 Lease Agreement dated June 30, 1993 between Donald C. Martin and Electrical Distributors, Inc., filed as Exhibit 10.6 to Form 10-K for the fiscal year ended January 28, 1994 (Commission File No. 001-08772). 10.7 Consulting Agreement dated June 30, 1993 between Hughes Supply, Inc. and Donald C. Martin, filed as Exhibit 10.7 to Form 10-K for the fiscal year ended January 28, 1994 (Commission File No. 001-08772). 10.8 Written description of senior executives' long-term incentive bonus plan for fiscal year 1996 incorporated by reference to the description of the bonus plan set forth under the caption "Approval of the Stock Award Provisions of the Senior Executives' Long-Term Incentive Bonus Plan for Fiscal Year 1996" on pages 26 and 27 of the Registrant's Proxy Statement Annual Meeting of Shareholders To Be Held May 24, 1994 (Commission File No. 001- 08772). 10.9 Hughes Supply, Inc. Amended Senior Executives' Long-Term Incentive Bonus Plan, adopted January 25, 1996, filed as Exhibit 10.9 to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). 10.10 Lease Agreement dated June 30, 1994 between Donald C. Martin and Electrical Distributors, Inc., filed as Exhibit 10.10 to Form 10-K for the fiscal year ended January 27, 1995 (Commission File No. 001-08772). 10.11 Lease Agreements between Union Warehouse & Trucking Company (d/b/a Union Warehouse & Page 17 Realty Company) or Monoco Realty and USCO Incorporated. (a) Leases dated March 1, 1985 and amended December 23, 1986, filed as Exhibit 10.11(a) to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). Sub-Item Property (1) 610 East Windsor St., Monroe, NC (2) 113-115 Henderson St., Monroe, NC (3) Statesville, NC (4) Charlotte, NC (5) Durham, NC (6) Pinehurst, NC (7) West Columbia, SC (b) Lease dated July 1, 1986 and amended December 23, 1986 for Aiken, South Carolina property, filed as Exhibit 10.11(b) to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). (c) Lease dated March 1, 1990 for Greenville, South Carolina property, filed as Exhibit 10.11(c) to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). (d) Lease dated November 1, 1993 for Cheraw, South Carolina property, filed as Exhibit 10.11(d) to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). (e) Lease dated March 1, 1985 and amended October 1, 1992 for 1515 Morgan Mill Road, Monroe, North Carolina property, filed as Exhibit 10.11(e) to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). (f) Lease amendment letter between Union Warehouse & Realty Company, Monoco Realty Company and Hughes Supply, Inc., dated October 18, 1994, amending the leases for the eleven properties listed in Exhibit 10.11(a) through (e), filed as Exhibit 10.11(f) to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). Page 18 (g) Lease effective February 1, 1996 for Pineville, North Carolina property, filed as Exhibit 10.11(g) to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). 10.12 Lease Agreement effective February 1, 1993 between Union Warehouse & Realty Company and Moore Electric Supply, Inc., filed as Exhibit 10.12 to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). (11) Statement re computation of per share earnings. 11.1 Summary schedule of earnings per share calculations. (15) Letter re unaudited interim financial information - not applicable. (18) Letter re change in accounting principles - not applicable. (19) Report furnished to security holders - not applicable. (22) Published report regarding matters submitted to vote of security holders - not applicable. (23) Consents of experts and counsel - not applicable. (24) Power of attorney - not applicable. (27) Financial data schedule. 27.1 Financial data schedule (filed electronically only). 27.2 Restated financial data schedule (filed electronically only). 27.3 Restated financial data schedule (filed electronically only). (99) Additional exhibits - not applicable. (b) Reports on Form 8-K. During the quarter ended July 31, 1996, the Registrant filed a Current Report on Form 8-K dated May 13, 1996, which reported under Item 2 (Acquisition or Disposition of Assets) that the Registrant acquired substantially all of the assets of PVF Holdings, Inc. and its subsidiaries ("PVF"). Page 19 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HUGHES SUPPLY, INC. Date: September 5, 1996 By: /s/ David H. Hughes David H. Hughes, Chairman of the Board and Chief Executive Officer Date: September 5, 1996 By: /s/ J. Stephen Zepf J. Stephen Zepf, Treasurer, Chief Financial Officer and Chief Accounting Officer Page 20 INDEX OF EXHIBITS FILED WITH THIS REPORT 11.1 Summary schedule of earnings per share calculations. 27.1 Financial data schedule (filed electronically only). 27.2 Restated financial data schedule (filed electronically only). 27.3 Restated financial data schedule (filed electronically only). Page 21 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 July 31, 1996 1995 Line - ---- SHARES ------ 1 Average shares outstanding 9,240 7,233 2 Incremental shares (options) - Assuming options outstanding at end of period were exercised at beginning of period (or time of issuance, if later) and proceeds were used to purchase shares at average market price during the period 226 132 ---------- ---------- 3 Shares used in calculating Earnings Per Common and Common Equivalent Share 9,466 7,365 4 Incremental shares (options) - Assuming options outstanding at end of period were exercised at beginning of period (or time of issuance, if later) and proceeds were used to purchase shares at the higher of the average market price during the period or the market price at the end of the period; and that options exercised during the period were exercised at the beginning of the period (or time of issuance, if later) and the proceeds were used to purchase shares at the market price at the date of exercise 3 16 ---------- ---------- 5 Shares used in calculating Earnings Per Common Share - Assuming Full Dilution 9,469 7,381 ========== ========== EARNINGS -------- 6 Net income per financial statements $ 8,508 $ 5,674 ========== ========== RESULTING PER SHARE DATA ------------------------ 7 Earnings per common share (Line 6/Line 1) $ .92 $ .78 =========== =========== 8 Earnings per common share and common equivalent share (Line 6/Line 3) $ .90 $ .77 =========== =========== 9 Dilution 2.2% 1.3% =========== =========== 10 Earnings per common share - assuming full dilution (Line 6/Line 5) $ .90 $ .77 =========== =========== 11 Dilution 2.2% 1.3% =========== =========== 12 Used in statements of income: [ ] Line 7, if dilution less than 3%, or antidilution, exists for all periods. [ X ] Lines 8 and 10, if dilution >= 3% for any period. Six Months Ended July 31, 1996 1995 Line - ---- SHARES ------ 1 Average shares outstanding 8,290 7,158 2 Incremental shares (options) - Assuming options outstanding at end of period were exercised at beginning of period (or time of issuance, if later) and proceeds were used to purchase shares at average market price during the period 198 121 ---------- ---------- 3 Shares used in calculating Earnings Per Common and Common Equivalent Share 8,488 7,279 4 Incremental shares (options) - Assuming options outstanding at end of period were exercised at beginning of period (or time of issuance, if later) and proceeds were used to purchase shares at the higher of the average market price during the period or the market price at the end of the period; and that options exercised during the period were exercised at the beginning of the period (or time of issuance, if later) and the proceeds were used to purchase shares at the market price at the date of exercise 12 22 ---------- ---------- 5 Shares used in calculating Earnings Per Common Share - Assuming Full Dilution 8,500 7,301 ========== ========== EARNINGS -------- 6 Net income per financial statements $ 12,829 $ 9,082 ========== ========== RESULTING PER SHARE DATA ------------------------ 7 Earnings per common share (Line 6/Line 1) $ 1.55 $ 1.27 =========== =========== 8 Earnings per common share and common equivalent share (Line 6/Line 3) $ 1.51 $ 1.25 =========== =========== 9 Dilution 2.6% 1.6% =========== =========== 10 Earnings per common share - assuming full dilution (Line 6/Line 5) $ 1.51 $ 1.24 =========== =========== 11 Dilution 2.6% 2.4% =========== =========== 12 Used in statements of income: [ ] Line 7, if dilution less than 3%, or antidilution, exists for all periods. [ X ] Lines 8 and 10, if dilution >= 3% for any period. EX-27 3
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET OF HUGHES SUPPLY, INC. AS OF JULY 31, 1996, AND THE RELATED STATEMENT OF INCOME FOR THE SIX MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000049029 HUGHES SUPPLY, INC. 1,000 6-MOS JAN-31-1997 JUL-31-1996 543 0 194,907 7,193 172,609 382,326 129,031 65,454 536,475 137,564 158,176 0 0 9,726 228,990 536,475 678,516 678,516 539,432 539,432 114,696 1,662 4,854 21,276 8,447 12,829 0 0 0 12,829 1.51 1.51
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 APRIL 30, 1996, JANUARY 26, 1996, OCTOBER 31, 1995, JULY 31, 1995, AND APRIL 30, 1995. THIS SCHEDULE IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000049029 HUGHES SUPPLY, INC. 1,000 3-MOS YEAR 9-MOS 6-MOS 3-MOS JAN-31-1997 JAN-26-1996 JAN-26-1996 JAN-26-1996 JAN-26-1996 APR-30-1996 JAN-26-1996 OCT-31-1995 JUL-31-1995 APR-30-1995 3,081 3,432 1,681 3,010 1,843 0 0 0 0 0 168,854 143,353 160,272 154,369 156,032 5,833 4,671 7,739 6,334 5,476 142,450 138,903 126,226 132,584 134,384 328,540 307,199 296,646 300,107 303,020 123,471 117,730 115,823 114,829 113,050 62,119 58,565 57,187 56,392 55,598 418,593 390,355 381,423 381,893 384,200 137,276 120,591 115,624 109,368 123,193 116,927 109,524 108,294 119,519 113,120 7,380 7,285 7,260 7,298 7,300 0 0 0 0 0 0 0 0 0 0 155,111 151,184 148,392 143,960 138,941 418,593 390,355 381,423 381,893 384,200 315,637 1,126,795 854,555 557,875 264,162 315,637 1,126,795 854,555 557,875 264,162 252,443 896,076 683,023 445,951 210,896 252,443 896,076 683,023 445,951 210,896 54,792 196,685 144,272 94,355 46,293 822 1,849 2,434 1,246 587 1,970 7,714 5,926 4,011 1,900 7,095 29,213 22,576 14,528 5,458 2,774 10,982 8,476 5,446 2,050 4,321 18,231 14,100 9,082 3,408 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 4,321 18,231 14,100 9,082 3,408 .57 2.48 1.93 1.25 .47 .57 2.46 1.91 1.24 .47
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 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 YEAR 9-MOS 6-MOS JAN-27-1995 JAN-27-1995 JAN-27-1995 JAN-27-1995 OCT-31-1994 JUL-31-1994 3,692 2,300 2,362 0 0 0 133,966 127,636 124,513 5,042 7,238 6,232 129,894 112,189 117,810 283,857 245,549 250,101 110,234 108,415 105,149 54,248 52,710 50,460 355,362 311,861 314,742 106,634 90,046 89,221 107,334 87,993 94,935 7,100 7,100 7,100 0 0 0 0 0 0 132,748 125,367 122,194 355,362 311,861 314,742 911,362 677,728 439,001 911,362 677,728 439,001 728,887 543,869 351,848 728,887 543,869 351,848 157,311 114,434 74,829 1,381 2,081 1,509 5,429 3,836 2,512 21,359 15,878 9,878 7,735 5,722 3,601 13,624 10,156 6,277 0 0 0 0 0 0 0 0 0 13,624 10,156 6,277 2.02 1.52 .95 1.99 1.49 .93
-----END PRIVACY-ENHANCED MESSAGE-----