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, 1994
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. 0-5235
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 26, 1994
$1 Par Value 5,789,594
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, 1994 and January 28, 1994 3 - 4
Consolidated Statements of Income for
the Three Months Ended July 31, 1994
and 1993 5
Consolidated Statements of Income for the
Six Months Ended July 31, 1994 and 1993 6
Consolidated Statements of Cash Flows for the
Six Months Ended July 31, 1994 and 1993 7
Notes to Consolidated Financial Statements 8 - 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations 10 - 12
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security
Holders 13 - 14
Item 5. Other Information 14 - 15
Item 6. Exhibits and Reports on Form 8-K 15 - 18
Signatures 19
Index of Exhibits 20
Page 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HUGHES SUPPLY, INC.
Consolidated Balance Sheets
(dollars in thousands)
July 31, January 28,
1994 1994
----------- ------------
(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 2,362 $ 1,078
Accounts receivable, less allowance for
losses of $6,120 and $3,914 108,315 97,765
Inventories 109,037 94,223
Deferred income taxes 5,868 4,972
Other current assets 2,897 5,532
---------- ----------
Total current assets 228,479 203,570
---------- ----------
Property, Plant and Equipment, at cost:
Land 12,338 12,353
Buildings and improvements 39,830 37,097
Transportation equipment 20,060 19,674
Furniture, fixtures and equipment 17,020 14,843
Leased property under capital leases 10,794 10,794
---------- ----------
Total 100,042 94,761
Less accumulated depreciation and
amortization (48,169) (45,439)
---------- ----------
Net property, plant and equipment 51,873 49,322
---------- ----------
Deferred Income Taxes 2,278 2,210
Other Assets 7,389 8,303
---------- ----------
$ 290,019 $ 263,405
========== ==========
See accompanying notes to consolidated financial statements.
Page 3
HUGHES SUPPLY, INC.
Consolidated Balance Sheets-Continued
(dollars in thousands)
July 31, January 28,
1994 1994
----------- -----------
(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 969 $ 898
Accounts payable 57,237 52,053
Accrued compensation and benefits 6,298 7,257
Other current liabilities 13,636 8,401
---------- ----------
Total current liabilities 78,140 68,609
---------- ----------
Long-Term Debt, less current portion:
Notes and subordinated debentures 85,074 95,367
Capital lease obligations 3,424 3,859
---------- ----------
Total long-term debt 88,498 99,226
---------- ----------
Other Noncurrent Liabilities 1,286 1,143
---------- ----------
Total liabilities 167,924 168,978
---------- ----------
Shareholders' Equity:
Preferred stock - -
Common stock-6,148,944 and
5,075,670 shares issued 6,149 5,076
Capital in excess of par value 37,290 15,410
Retained earnings 84,223 80,425
---------- ----------
127,662 100,911
Less treasury stock-359,350 and
418,566 shares, at cost (5,567) (6,484)
---------- ----------
Total shareholders' equity 122,095 94,427
---------- ----------
$ 290,019 $ 263,405
========== ==========
See accompanying notes to consolidated financial statements.
Page 4
HUGHES SUPPLY, INC.
Consolidated Statements of Income (unaudited)
(in thousands, except per share amounts)
Three months ended July 31,
1994 1993
----------- -----------
Net Sales $ 202,619 $ 163,950
Cost of Sales 161,663 131,204
---------- ----------
Gross Profit 40,956 32,746
---------- ----------
Operating Expenses:
Selling, general and administrative 32,706 26,990
Depreciation and amortization 2,093 1,729
Provision for doubtful accounts 727 651
---------- ----------
Total operating expenses 35,526 29,370
---------- ----------
Operating Income 5,430 3,376
---------- ----------
Non-Operating Income and (Expenses):
Interest and other investment income 552 470
Interest expense (1,119) (1,209)
Other, net 148 147
---------- ----------
(419) (592)
---------- ----------
Income Before Income Taxes 5,011 2,784
Income Taxes 2,003 1,066
---------- ----------
Net Income $ 3,008 $ 1,718
========== ==========
Earnings Per Share:
Primary $ .51 $ .37
========== ==========
Fully Diluted $ .51 $ .34
========== ==========
Average Number of Shares Outstanding:
Primary 5,943 4,619
========== ==========
Fully Diluted 5,943 5,718
========== ==========
Dividends Per Share $ .05 $ .04
========== ==========
See accompanying notes to consolidated financial statements.
Page 5
HUGHES SUPPLY, INC.
Consolidated Statements of Income (unaudited)
(in thousands, except per share amounts)
Six months ended July 31,
1994 1993
----------- -----------
Net Sales $ 386,520 $ 312,464
Cost of Sales 309,163 250,825
---------- ----------
Gross Profit 77,357 61,639
---------- ----------
Operating Expenses:
Selling, general and administrative 63,077 52,106
Depreciation and amortization 4,142 3,358
Provision for doubtful accounts 1,412 1,233
---------- ----------
Total operating expenses 68,631 56,697
---------- ----------
Operating Income 8,726 4,942
---------- ----------
Non-Operating Income and (Expenses):
Interest and other investment income 1,108 889
Interest expense (2,254) (2,332)
Other, net 335 414
---------- ----------
(811) (1,029)
---------- ----------
Income Before Income Taxes 7,915 3,913
Income Taxes 3,237 1,496
---------- ----------
Net Income $ 4,678 $ 2,417
========== ==========
Earnings Per Share:
Primary $ .84 $ .52
========== ==========
Fully Diluted $ .81 $ .51
========== ==========
Average Number of Shares Outstanding:
Primary 5,596 4,611
========== ==========
Fully Diluted 5,961 5,718
========== ==========
Dividends Per Share $ .10 $ .07
========== ==========
See accompanying notes to consolidated financial statements.
Page 6
HUGHES SUPPLY, INC.
Consolidated Statements of Cash Flows (unaudited)
(in thousands)
Six months ended July 31,
1994 1993
----------- --------
Increase (Decrease) in Cash and Cash
Equivalents:
Cash flows from operating activities:
Cash received from customers $ 375,082 $ 299,649
Cash paid to suppliers and employees (375,816) (297,043)
Interest income received 1,108 889
Interest paid (1,731) (2,379)
Income taxes paid (2,139) (2,188)
---------- ----------
Net cash used in
operating activities ( 3,496) (1,072)
---------- ----------
Cash flows from investing activities:
Capital expenditures (6,788) (4,262)
Proceeds from sale of property, plant
and equipment 446 287
Payment for business acquisitions,
net of cash acquired (905) (3,554)
---------- ----------
Net cash used in
investing activities (7,247) (7,529)
---------- ----------
Cash flows from financing activities:
Net borrowings under
short-term debt arrangements 12,701 9,550
Principal payments on:
Long-term notes (106) (1,610)
Capital lease obligations (363) (330)
Issuance of common shares under
stock option plans 528 12
Purchase of common shares (210) (12)
Dividends paid (523) (251)
---------- ----------
Net cash provided by
financing activities 12,027 7,359
---------- ----------
Net Increase (Decrease) in Cash and
Cash Equivalents 1,284 (1,242)
Cash and Cash Equivalents:
Beginning of period 1,078 2,253
---------- ----------
End of period $ 2,362 $ 1,011
========== ==========
See accompanying notes to consolidated financial statements.
Page 7
HUGHES SUPPLY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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 July 31, 1994, the results of
operations for the three months and six months ended July 31, 1994
and 1993, and cash flows for the six months then ended.
2. On March 8, 1994, the Company issued a call for redemption of its
outstanding 7% convertible subordinated debentures to take place on
April 7, 1994. Of the $22,960,000 debentures outstanding at
January 28, 1994, $22,889,000, or 99.7%, were converted into the
Company's common stock at $21.17 per share or 47.2 common shares
for each $1,000 face amount of debentures. This conversion
resulted in the issuance of 1,081,146 common shares. If the
conversion had occurred at the beginning of fiscal year 1995,
primary earnings per share for the six months ended July 31, 1994
would have been $.81. Fully diluted earnings per share for the six
months ended July 31, 1994 of $.81 already assumes the conversion
of the debentures.
3. On May 24, 1994, the shareholders approved an amendment to the
articles of incorporation of the Company increasing the number of
authorized shares of common stock to 20,000,000 shares, $1.00 par
value per share. The shareholders also approved an amendment to
the Directors' Stock Option Plan for non-employee directors (the
"Plan") increasing from 60,000 shares to 135,000 shares the number
of shares as to which options under the Plan may be granted and
extending the term of the Plan from May, 1998 to May, 2003.
Page 8
HUGHES SUPPLY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited)
3. The following is a reconciliation of net income to net cash
provided by (used in) operating activities(in thousands):
Six months ended July 31,
1994 1993
---------- ----------
Net income $ 4,678 $ 2,417
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation 3,718 2,999
Amortization 424 359
Provision for doubtful accounts 1,412 1,233
(Gain) on sale of property,
plant and equipment (154) (188)
Undistributed (earnings) of
affiliate (65) (91)
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (11,554) (12,950)
Inventories (14,410) 2,447
Other current assets 2,635 2,417
Other assets 326 (110)
Increase (decrease) in:
Accounts payable and accrued
expenses 7,730 1,039
Accrued interest and income
taxes 2,836 (392)
Other noncurrent liabilities 143 95
Decrease (increase) in deferred
income taxes (1,215) (347)
---------- ----------
Net cash provided by
operating activities $ (3,496) $ (1,072)
========== ==========
Noncash Activities:
As discussed in Note 2, the Company issued approximately 1,081,146
shares of common stock for the conversion of $22,889,000 debentures
during the six months ended July 31, 1994.
During the six months ended July 31, 1994, the Company contributed
16,597 treasury shares in the amount of $500,000 to an employee
benefit plan.
Page 9
PART I. FINANCIAL INFORMATION - continued
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
HUGHES SUPPLY, INC.
On March 8, 1994, the Company called for redemption of its 7%
convertible subordinated debentures as of April 7, 1994. Substantially
all of the outstanding debentures were converted into common stock by
April 7, 1994, which resulted in an increase of approximately
$23,000,000 in shareholders' equity and a corresponding decrease of
long-term debt of $23,000,000. As a result of the conversion, 1,081,146
new shares of common stock were issued.
Material Changes in Results of Operations
Net Sales:
Net sales increased 24% to $202.6 million for the three months ended
July 31, 1994 from $163.9 million in the prior year. Net sales for the
six months ended July 31, 1994 were $386.5 million, a 24% increase over
last year's sales of $312.5 million. The three and six month sales
increases reflect the steady recovery of the building industry
throughout the Southeast. In addition, newly-opened and acquired
wholesale outlets accounted for approximately 45% of the increase for
both periods.
Management expects construction activity to remain strong for the
remainder of fiscal year 1995 and is confident that our growth plans can
be sustained through aggressive marketing in existing markets and
selective acquisitions of complementary businesses.
Gross Profit:
Gross profit for the three months ended July 31, 1994 increased 25% to
$41.0 million from $32.7 million for the three months ended July 31,
1993. The gross margin for the three months ended July 31, 1994 was
20.2%, compared to 20.0% last year.
Gross profit increased 26% to $77.4 million for the six months ended
July 31, 1994, compared to $61.6 million last year. The gross margin was
20.0% and 19.7% for the six months ended July 31, 1994 and 1993,
respectively.
The increase in gross profit dollars and the improvement in gross
margins for both periods were due to more efficient purchasing which is
attributable to increased volume and a greater concentration of supply
sources resulting from the Company's preferred vendor program.
Page 10
Operating Expenses:
Operating expenses as a percentage of net sales were 17.5% and 17.9% for
the three months ended July 31, 1994 and 1993, respectively. Operating
expenses increased to $35.5 million for the three months ended July 31,
1994 from $29.4 million last year.
Operating expenses as a percentage of net sales were 17.8% and 18.1% for
the six months ended July 31, 1994 and 1993, respectively, and increased
to $68.6 million from $56.7 million.
The percentages to net sales has declined for both periods compared to
the comparable prior year due to higher volume of sales and the
Company's continuing efforts to control operating costs. Newly-opened
wholesale outlets and recent acquisitions accounted for approximately
45% of the increase in operating expense dollars for both periods. Most
of the remainder of the increases for both periods is due to personnel
and other costs, such as transportation, associated with the growth in
sales.
Non-Operating Income and Expenses:
Interest expense decreased to $1.1 million for the three months ended
July 31, 1994 compared to $1.2 million last year. This decrease is
primarily the result of lower average borrowings for the current quarter
(due primarily to the conversion of the debentures in the first quarter)
compared to the prior year which were partially offset by a slightly
higher effective interest rate during the current year.
Interest expense remained constant at $2.3 million for the six months
ended July 31, 1994 and 1993, respectively. Average borrowings and the
effective interest rate were virtually unchanged for the current six
month period versus the prior year.
Income Taxes:
The effective tax rates were as follows:
1994 1993
Three months ended July 31, 40.0% 38.3%
Six months ended July 31, 40.9% 38.2%
The change in rates is due to fluctuations of nondeductible expenses and
a 1% increase in the federal tax rate.
Net Income:
Net income was $3.0 million for the three months ended July 31, 1994
versus $1.7 million for the three months ended July 31, 1993. Primary
earnings per share were $.51 and $.37 for the three months ended July
31, 1994 and 1993, respectively. Fully diluted earnings per share were
$.51 and $.34 for the three months ended July 31, 1994 and 1993,
respectively.
Page 11
Net income was $4.7 million for the six months ended July 31, 1994
versus $2.4 million for the six months ended July 31, 1993. Primary
earnings per share were $.84 and $.52 for the six months ended July 31,
1994 and 1993, respectively. Fully diluted earnings per share were $.81
and $.51 for the six months ended July 31, 1994 and 1993, respectively.
Liquidity and Capital Resources
The composition of working capital, as sales volume changes, typically
becomes less liquid during periods of sales expansion when it is
necessary to carry higher levels of inventories and receivables. As
discussed above, the Company is in a period of sales expansion.
Consequently, cash used in operating activities increased by
approximately $2.4 million for the six months ended July 31, 1994
compared to the prior year period.
The Company continues to maintain greater than 75% of total assets as
current assets. Working capital at July 31, 1994 amounted to $150.3
million compared to $135.0 million at January 28, 1994. Inventories and
accounts receivable at July 31, 1994 were $14.8 million and $10.6
million higher, respectively, than at January 28, 1994. Despite these
increases, turnover for these assets improved. Inventory turnover was
6.1 and 5.9 times for the six months ended July 31, 1994 and 1993,
respectively. Accounts receivable turnover for these periods was 7.2
and 7.0 times, respectively.
Capital expenditures for the six months ended July 31, 1994 were $6.8
million compared to $4.3 million in the prior year. The increase is
related to the Company's sales growth as new facilities and
transportation equipment have been added to adequately service the
growth. Capital expenditures for fiscal 1995 are expected to be
approximately $10 million, exclusive of acquisitions.
The Company's bank financing consists primarily of a $100 million
unsecured credit facility which includes a $75 million long-term
revolving credit facility and a $25 million line of credit convertible
to a term note. The Company's financial condition remains strong and the
Company has the resources necessary, with approximately $17 million in
unused debt capacity (subject to borrowing limitations under long-term
debt covenants), to meet future working capital requirements. Future
expansion will be financed on a project-by-project basis through
issuance of common stock and additional borrowings.
Page 12
PART II. OTHER INFORMATION
HUGHES SUPPLY, INC.
Item 4. Submission of Matters to a Vote of Security Holders.
(a) Annual Meeting of Shareholders. The Company's 1994
Annual Meeting of Shareholders (the "Annual Meeting") was
held on May 24, 1994.
(b) Election of Directors. Proxies for the Annual Meeting
were solicited by management pursuant to Regulation 14
under the Securities Exchange Act of 1934 ("Regulation
14") and there was no solicitation of proxies in
opposition to managements nominees listed in the Proxy
Statement. All of management's nominees listed in the
Proxy Statement were elected.
(c) Other Matters Voted Upon. In addition to the election of
directors referred to above, the following other matters
were voted upon at the Annual Meeting:
(i) Approval of Amendment to Directors' Stock Option
Plan. The shareholders approved an amendment to the
Directors' Stock Option Plan for non-employee directors
(the "Plan") increasing from 60,000 shares to 135,000
shares the number of shares as to which options under the
Plan may be granted and extending the term of the Plan
from May 29, 1998 to May 24, 2003. The number of shares
voted for the amendment, against the amendment, and
abstaining from voting were as follows: 3,882,329 for
approval; 288,258 against approval; and 27,823 abstaining
from voting. A copy of Amendment No. 1 to Hughes Supply,
Inc. Directors' Stock Option Plan dated May 24, 1994,
setting forth the amendment approved by the shareholders
at the Annual Meeting, and the Hughes Supply, Inc.
Directors Stock Option Plan as adopted by the Board of
Directors on January 24, 1989 and approved by the
shareholders on May 30, 1989, which together constitute
the Plan as presently in effect, is filed as Exhibit 10.4
to this Report.
(ii) Approval of Stock Award Provisions of Senior
Executives' Long-Term Incentive Bonus Plan for Fiscal
Year 1996. Shareholders approved the stock award
provisions of the Senior Executives' Long-Term Incentive
Bonus Plan for Fiscal Year 1996 which had been approved
by the Board of Directors on August 24, 1993 (the "bonus
plan"). Under the terms of the bonus plan the Chief
Executive Officer, President and Chief Financial Officer,
would receive an incentive bonus if the Company achieves
the required earnings per share during the three fiscal
year period beginning with the fiscal year ended January
28, 1994 and ending with the fiscal year to be ended
Page 13
January 26, 1996. Under the bonus plan 50% of any bonus
would be paid in shares of common stock of the Company if
the stock award provisions of the bonus plan were
approved by shareholders and the balance of any such
bonus would be paid in cash. In the absence of such
shareholder approval any such bonus would be paid 100% in
cash. The shareholders approved the stock award
provisions of the bonus plan by the following vote:
4,027,905 shares voted for approval; 151,334 shares voted
against approval; and 19,171 shares abstaining from
voting.
A written description of the bonus plan, which is not set
forth in a formal document, is incorporated into this
Report as Exhibit 10.8 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 Proxy Statement.
(iii) Approval of Amendment to Articles of Incorporation
to Increase Number of Authorized Shares of Common Stock.
The shareholders also approved an amendment to the
articles of incorporation of the Company increasing the
number of authorized shares of common stock to 20,000,000
shares of common stock, $1.00 par value per share so that
the authorized capital stock of the Company, after such
amendment, consists of 30,000,000 shares of capital stock
including 20,000,000 shares of common stock and
10,000,000 shares of preferred stock, no par value per
share. The amendment to the articles of incorporation
was approved by the following vote of the shareholders:
3,575,961 voted for the amendment; 609,293 voted against
the amendment; and 13,156 abstaining from voting.
A copy of the Articles of Amendment to Articles of
Incorporation of Hughes Supply, Inc. dated June 14, 1994,
setting forth the amendment approved by the shareholders
at the Annual Meeting, and the Restated Articles of
Incorporation Hughes Supply, Inc. (January 24, 1989), the
articles of incorporation as last previously amended,
which together constitute the articles of incorporation
of the Company as presently in effect, is filed as
Exhibit 3.1 to this Report.
Item 5. Other Information.
Amendment to By-Laws Approved by Board of Directors.
At the annual organizational meeting of the Board of Directors held
on May 24, 1994 following the Annual Meeting the Board of Directors
amended Sections 2 and 3 of Article IV of the By-Laws of the
Company to provide that the Chairman of the Board of Directors
shall be the chief executive officer and that the President shall
be the chief operating and administrative officer. A copy of the
Page 14
By-Laws designated as the Composite By-Laws of Hughes Supply, Inc.
(as amended May 24, 1994) including the amendments adopted by the
Board of Directors is filed as Exhibit 3.2 to this Report.
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 consisting of Articles of
Amendment to Articles of Incorporation of Hughes
Supply, Inc. dated June 14, 1994 and Restated
Articles of Incorporation of Hughes Supply, Inc.
(January 24, 1989).
3.2 Composite By-Laws of Hughes Supply, Inc. (as
amended May 24, 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 Specimen Copy of Certificate representing 7%
Convertible Debentures, filed as Exhibit 4(c) to
Registration No. 33-4714.
4.3 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 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;
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.
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.
Page 16
10.4 Directors' Stock Option Plan consisting of
Amendment No. 1 to Hughes Supply, Inc.
Directors' Stock Option Plan dated May 24,
1994 and Hughes Supply, Inc. Directors' Stock
Option Plan as adopted January 24, 1989.
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.
(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.
Page 17
(99) Additional exhibits - not applicable.
(b) Reports on Form 8-K.
During the quarter ended July 31, 1994, the Registrant filed
a Current Report on Form 8-K dated May 24, 1994, which
reported under Item 4 (Change in Registrant's Certifying
Accountant) the appointment of Price Waterhouse LLP as
auditors for the three fiscal year period commencing with the
Registrant's current fiscal year ending January 27, 1995.
Page 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HUGHES SUPPLY, INC.
Date: September 12, 1994 By: /s/ David H. Hughes
David H. Hughes, Chairman of
the Board and Chief Executive
Officer
Date: September 12, 1994 By: /s/ J. Stephen Zepf
J. Stephen Zepf, Treasurer,
Chief Financial Officer and
Chief Accounting Officer
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INDEX OF EXHIBITS FILED WITH THIS REPORT
3.1 Articles of Incorporation.
3.2 Composite By-Laws.
10.4 Directors' Stock Option Plan.
11.1 Computation of Per Share Earnings.
27.1 Financial Data Schedule
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