-----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, Wi106SeXitE9zOpx27mVeqhVbYAq9OipwbBjJyNUeP3LMRGTYKSz/FFzXJI0mQu5 Lgf79EjDMd3ilGolga7Q5w== 0000909518-06-000111.txt : 20060130 0000909518-06-000111.hdr.sgml : 20060130 20060130093721 ACCESSION NUMBER: 0000909518-06-000111 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060130 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060130 DATE AS OF CHANGE: 20060130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUGHES SUPPLY INC CENTRAL INDEX KEY: 0000049029 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-HARDWARE & PLUMBING & HEATING EQUIPMENT & SUPPLIES [5070] IRS NUMBER: 590559446 STATE OF INCORPORATION: FL FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08772 FILM NUMBER: 06560123 BUSINESS ADDRESS: STREET 1: CORPORATE OFFICE STREET 2: ONE HUGHES WAY CITY: ORLANDO STATE: FL ZIP: 32805 BUSINESS PHONE: 4078414755 MAIL ADDRESS: STREET 1: CORPORATE OFFICE STREET 2: ONE HUGHES WAY CITY: ORLANDO STATE: FL ZIP: 32805 8-K 1 mv1-30_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): JANUARY 30, 2006 HUGHES SUPPLY, INC. (Exact name of registrant as specified in its charter) FLORIDA 001-08772 59-0559446 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) ONE HUGHES WAY, ORLANDO, FLORIDA 32805 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (407) 841-4755 NOT APPLICABLE (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [x] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01. REGULATION FD DISCLOSURE. On January 30, 2006, Hughes Supply, Inc. (the "Company") issued a press release updating its previously announced earnings guidance for its fiscal year ended January 31, 2006. The press release is furnished as Exhibit 99.1 and incorporated herein by reference. On January 27, 2006, the Company filed a preliminary proxy statement in connection with its previously announced merger agreement with The Home Depot, Inc. The preliminary proxy statement is furnished as Exhibit 99.2 and incorporated herein by reference. The information contained in this Current Report on Form 8-K, including the exhibits attached hereto, is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit 99.1 Press Release, dated January 30, 2006. Exhibit 99.2 Preliminary Proxy Statement, dated January 27, 2006.* * Incorporated by reference to the Company's filing on Schedule 14A dated January 27, 2006. 2 SIGNATURE 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 hereunto duly authorized. Date: January 30, 2006 HUGHES SUPPLY, INC. By: /s/ John Z. Pare ---------------------------------------- John Z. Pare Senior Vice President, General Counsel and Secretary 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- Exhibit 99.1 Press Release, dated January 30, 2006. Exhibit 99.2 Preliminary Proxy Statement, dated January 27, 2006.* * Incorporated by reference to the Company's filing on Schedule 14A dated January 27, 2006. 4 EX-99 2 mv1-30ex99_1.txt Exhibit 99.1 NEWS RELEASE For Immediate Release For Further Information Contact: January 30, 2006 Jennifer Noda Investor Relations Analyst (407) 822-2815 HUGHES SUPPLY, INC. RAISES FISCAL YEAR 2006 SALES AND EARNINGS OUTLOOK Hughes Supply, Inc. (NYSE:HUG) Orlando, Florida Hughes Supply, Inc., a leading distributor of construction, repair and maintenance-related products, announced today that due to continuing strong demand across its businesses, revenue and earnings for its fiscal year ending January 31, 2006 are expected to exceed the Company's previously issued guidance. Additionally, in connection with the proposed merger with The Home Depot (R), the Company filed a preliminary proxy statement with the Securities and Exchange Commission on Friday, January 27, 2006. Revenues for the fiscal year 2006 are now expected to be approximately $5.4 billion, a 23% increase over the previous year's revenues of $4.4 billion. EBITDA (Earnings Before Interest, Tax, Depreciation and Amortization) is now expected to be approximately $309 million, a 25% increase over the previous year's EBITDA of $248 million. Net Income is expected to be approximately $152 million, an increase of 23% over the previous year's net income of $124 million. Earnings per diluted share are expected to be approximately $2.26, compared to $1.95 per diluted share in the previous year, an increase of 16%. Previous guidance issued on November 17, 2005, indicated fiscal year 2006 revenues of $5.3 billion, net income of $141 million - $143 million, and diluted earnings per share of $2.11 - $2.14. About Hughes Supply, Inc. - ------------------------- Hughes Supply, Inc., founded in 1928, is one of the nation's largest diversified wholesale distributors of construction, repair and maintenance-related products, with over 500 locations in 40 states. Headquartered in Orlando, Florida, Hughes employs approximately 9,600 associates and generated annual revenues of $4.4 billion in its last fiscal year. Hughes is a Fortune 500 company and was named the #1 Most Admired Company in America in the Wholesalers: Diversified Industry segment by FORTUNE Magazine. For additional information on Hughes Supply, you may visit www.hughessupply.com. Except for historical information, all other information discussed in this news release consists of forward-looking statements under the Private Securities Litigation Reform Act of 1995. When used in this report, the words "believe", "anticipate", "estimate", "expect", "may", "will", "should", "plan", "intend", "project", and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be different from any future results, performance, and achievements expressed or implied by these statements. These risks and uncertainties include, but are not limited to, the ability of the Company and The Home Depot to satisfy the conditions to closing of the pending merger (including Company shareholder approval and regulatory approval) and timing of the process; the effect on the Company's business of the pending transaction, the strength of the construction market and the general economy, competition, delay in implementing operating systems, reliance on key personnel who may separate from the Company due to general attrition or due to additional uncertainties created by the pending merger, success in integrating and achieving expected profitability from acquired businesses, achieving enhanced profitability goals, fluctuating commodity prices, the Company's fixed cost structure, customer credit policies, unexpected product shortages, product purchasing and supply, overseas movement of manufacturing facilities, and other factors set forth from time to time in filings with the Securities and Exchange Commission. The forward-looking statements included in this news release are made only as of the date of this news release and under section 27A of the Securities Act and section 21E of the Exchange Act. Hughes Supply does not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. Disclosures in this news release, including in the following table, regarding the Company's fiscal year 2006 financial results are preliminary and are subject to change in connection with the Company's preparation and filing of its Form 10-K for the year ending January 31, 2006. The financial information in this release reflects the Company's preliminary results subject to completion of the year end review process. The final results for the Company's fiscal year may differ from the preliminary results discussed above due to factors that include, but are not limited to, risks associated with final review of the results and preparation of financial statements. In connection with the proposed merger, Hughes Supply has filed a proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement and other documents filed by Hughes Supply at the Securities and Exchange Commission's Web site at http://www.sec.gov. The proxy statement and such other documents may also be obtained for free from Hughes Supply by directing such request to Hughes Supply, Attention: Investor Relations, telephone: (407) 822-2139. Hughes Supply and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of Hughes Supply's participants in the solicitation is set forth in Hughes Supply's preliminary proxy statement dated January 27, 2006, for its 2006 Special Meeting of Shareholders, relating to the merger. HUGHES SUPPLY, INC. RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE (unaudited) ($ in millions) While Hughes Supply, Inc. (the "Company") reports its results of operations using generally accepted accounting principles ("GAAP"), management believes that certain non-GAAP performance measures and ratios used in managing the business may provide users of this financial information additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP measures can provide additional analysis of underlying trends of the business because they provide a comparison of historical information that excludes certain items that do not represent results from the fundamental operations of the Company. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP. The reconciliation below provides the information required by Regulation G of the Securities Exchange Act of 1934, as amended, related to the disclosure of non-GAAP financial measures. Such non-GAAP financial measures have been disclosed by the Company in connection with its updated sales and earnings outlook release for the fiscal year ended January 31, 2006. EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION ("EBITDA") (1) EBITDA for the Company is computed as follows:
Fiscal Years Ended ---------------------------------------- January 31, January 31, 2006 E 2005 ------------------ ------------------- Income before income taxes $ 249 $ 198 Add: Interest expense 35 31 Depreciation and amortization 34 27 Less: Interest and other income (9) (8) ------------------ ------------------- EBITDA $ 309 $ 248 ================== ===================
(1) Although EBITDA should not be used as a substitute for the Company's reported GAAP results, the Company uses this non-GAAP measure to manage and determine the effectiveness of its business management by segment. EBITDA is defined as income before income taxes plus interest expense and depreciation and amortization minus interest and other income. -----END PRIVACY-ENHANCED MESSAGE-----