FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 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 November 29, 1994
$1 Par Value 5,793,235
Page 1
HUGHES SUPPLY, INC.
FORM 10-Q
Index
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of
October 31, 1994 and January 28, 1994 3 - 4
Consolidated Statements of Income for
the Three Months Ended October 31, 1994
and 1993 5
Consolidated Statements of Income for the
Nine Months Ended October 31, 1994 and 1993 6
Consolidated Statements of Cash Flows for the
Nine Months Ended October 31, 1994 and 1993 7
Notes to Consolidated Financial Statements 8 - 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations 11 - 13
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 14 - 16
Signatures 17
Index of Exhibits 18
Page 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HUGHES SUPPLY, INC.
Consolidated Balance Sheets
(dollars in thousands)
October 31, January 28,
1994 1994
----------- ------------
(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 1,981 $ 1,078
Accounts receivable, less allowance for
losses of $7,089 and $3,914 111,079 97,765
Inventories 103,048 94,223
Deferred income taxes 6,488 4,972
Other current assets 1,516 5,532
---------- ----------
Total current assets 224,112 203,570
---------- ----------
Property, Plant and Equipment, at cost:
Land 12,333 12,353
Buildings and improvements 41,887 37,097
Transportation equipment 19,979 19,674
Furniture, fixtures and equipment 18,234 14,843
Leased property under capital leases 10,794 10,794
---------- ----------
Total 103,227 94,761
Less accumulated depreciation and
amortization (50,327) (45,439)
---------- ----------
Net property, plant and equipment 52,900 49,322
---------- ----------
Deferred Income Taxes 2,437 2,210
Other Assets 7,853 8,303
---------- ----------
$ 287,302 $ 263,405
========== ==========
See accompanying notes to consolidated financial statements.
Page 3
HUGHES SUPPLY, INC.
Consolidated Balance Sheets-Continued
(dollars in thousands)
October 31, January 28,
1994 1994
----------- -----------
(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 971 $ 898
Accounts payable 58,552 52,053
Accrued compensation and benefits 7,142 7,257
Other current liabilities 12,872 8,401
---------- ----------
Total current liabilities 79,537 68,609
---------- ----------
Long-Term Debt, less current portion:
Notes and subordinated debentures 78,837 95,367
Capital lease obligations 3,242 3,859
---------- ----------
Total long-term debt 82,079 99,226
---------- ----------
Other Noncurrent Liabilities 1,349 1,143
---------- ----------
Total liabilities 162,965 168,978
---------- ----------
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 86,446 80,425
---------- ----------
129,885 100,911
Less treasury stock-358,142 and
418,566 shares, at cost (5,548) (6,484)
---------- ----------
Total shareholders' equity 124,337 94,427
---------- ----------
$ 287,302 $ 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 October 31,
1994 1993
----------- -----------
Net Sales $ 210,584 $ 178,993
Cost of Sales 169,162 144,413
---------- ----------
Gross Profit 41,422 34,580
---------- ----------
Operating Expenses:
Selling, general and administrative 33,580 28,385
Depreciation and amortization 2,226 1,984
Provision for doubtful accounts 545 735
---------- ----------
Total operating expenses 36,351 31,104
---------- ----------
Operating Income 5,071 3,476
---------- ----------
Non-Operating Income and (Expenses):
Interest and other investment income 660 491
Interest expense (1,174) (1,215)
Other, net 90 253
---------- ----------
(424) (471)
---------- ----------
Income Before Income Taxes 4,647 3,005
Income Taxes 1,869 1,162
---------- ----------
Net Income $ 2,778 $ 1,843
========== ==========
Earnings Per Share:
Primary $ .47 $ .40
========== ==========
Fully Diluted $ .47 $ .36
========== ==========
Average Number of Shares Outstanding:
Primary 5,898 4,665
========== ==========
Fully Diluted 5,899 5,751
========== ==========
Dividends Per Share $ .06 $ .04
========== ==========
See accompanying notes to consolidated financial statements.
Page 5
HUGHES SUPPLY, INC.
Consolidated Statements of Income (unaudited)
(in thousands, except per share amounts)
Nine months ended October 31,
1994 1993
----------- -----------
Net Sales $ 597,104 $ 491,457
Cost of Sales 478,325 395,238
---------- ----------
Gross Profit 118,779 96,219
---------- ----------
Operating Expenses:
Selling, general and administrative 96,657 80,491
Depreciation and amortization 6,368 5,342
Provision for doubtful accounts 1,957 1,968
---------- ----------
Total operating expenses 104,982 87,801
---------- ----------
Operating Income 13,797 8,418
---------- ----------
Non-Operating Income and (Expenses):
Interest and other investment income 1,768 1,380
Interest expense (3,428) (3,547)
Other, net 425 667
---------- ----------
(1,235) (1,500)
---------- ----------
Income Before Income Taxes 12,562 6,918
Income Taxes 5,106 2,658
---------- ----------
Net Income $ 7,456 $ 4,260
========== ==========
Earnings Per Share:
Primary $ 1.31 $ .92
========== ==========
Fully Diluted $ 1.28 $ .87
========== ==========
Average Number of Shares Outstanding:
Primary 5,700 4,631
========== ==========
Fully Diluted 5,944 5,744
========== ==========
Dividends Per Share $ .16 $ .11
========== ==========
See accompanying notes to consolidated financial statements.
Page 6
HUGHES SUPPLY, INC.
Consolidated Statements of Cash Flows (unaudited)
(in thousands)
Nine months ended October 31,
1994 1993
----------- -----------
Increase (Decrease) in Cash and Cash
Equivalents:
Cash flows from operating activities:
Cash received from customers $ 582,431 $ 473,593
Cash paid to suppliers and employees (568,802) (465,422)
Interest income received 1,768 1,380
Interest paid (2,758) (3,171)
Income taxes paid (6,281) (3,566)
---------- ----------
Net cash provided by
operating activities 6,358 2,814
---------- ----------
Cash flows from investing activities:
Capital expenditures (10,001) (6,234)
Proceeds from sale of property, plant
and equipment 553 483
Payment for business acquisitions,
net of cash acquired (1,341) (3,554)
---------- ----------
Net cash used in
investing activities (10,789) (9,305)
---------- ----------
Cash flows from financing activities:
Net borrowings under
short-term debt arrangements 6,506 8,851
Principal payments on:
Long-term notes (147) (1,974)
Capital lease obligations (544) (495)
Issuance of common shares under
stock option plans 542 12
Purchase of common shares (210) (12)
Dividends paid (813) (433)
---------- ----------
Net cash provided by
financing activities 5,334 5,949
---------- ----------
Net Increase (Decrease) in Cash and
Cash Equivalents 903 (542)
Cash and Cash Equivalents:
Beginning of period 1,078 2,253
---------- ----------
End of period $ 1,981 $ 1,711
========== ==========
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 October 31, 1994, the results
of operations for the three months and nine months ended October
31, 1994 and 1993, and cash flows for the nine 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 nine months ended October 31,
1994 would have been $1.28. Fully diluted earnings per share for
the nine months ended October 31, 1994 of $1.28 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.
4. On October 20, 1994, the Company entered into an Asset Purchase
Agreement (the "Agreement") with The Treaty Company ("Treaty"),
pursuant to which the Company agreed to buy from Treaty and Treaty
agreed to sell to the Company, all of those assets (the "Purchased
Assets") operated by Treaty through its operating division known as
The Treaty Distribution Group (the "Group").
The Group is engaged in the wholesale distribution of plumbing,
heating and air conditioning supplies, and water and sewer
supplies and equipment. Headquartered in Greenville, Ohio, the
Group sells primarily to contractors, industrial users and
municipalities from 16 branch locations in Ohio and Indiana. The
Group had net sales of $63 million in 1993.
Under the terms of the Agreement, the Company will pay Treaty for
the Purchased Assets a base price of $15,250,000 and will assume
certain liabilities. The acquisition, which will be accounted for
as a purchase, is subject to certain contingencies including, but
not limited to, the approval of the transaction by certain
regulatory authorities. It is anticipated that the transaction
will be consummated on January 3, 1995, or as soon thereafter as
Page 8
HUGHES SUPPLY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited)
the conditions precedent to the closing have been fulfilled.
5. The Company's revolving credit and line of credit agreement with a
group of banks has been amended. The agreement, as amended, now
permits the Company to borrow up to $130,000,000 (subject to
borrowing limitations under the agreement) - $95,000,000 long-term,
expiring June 30, 1997, and $35,000,000 line of credit convertible
to term note due two years from conversion date. The $35,000,000
line of credit backs the Company's commercial program which has
been increased to $35,000,000.
Additionally, the Company's bank lines of credit have been
increased to $6,000,000 from $2,000,000.
6. The following is a reconciliation of net income to net cash
provided by (used in) operating activities(in thousands):
Nine months ended October 31,
1994 1993
---------- ----------
Net income $ 7,456 $ 4,260
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation 5,724 4,781
Amortization 644 561
Provision for doubtful accounts 1,957 1,968
(Gain) on sale of property,
plant and equipment (220) (203)
Undistributed (earnings) of
affiliate (111) (177)
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (14,767) (18,153)
Inventories (8,370) 1,273
Other current assets 4,016 3,724
Other assets (86) (32)
Increase (decrease) in:
Accounts payable and accrued
expenses 10,414 5,207
Accrued interest and income
taxes 1,490 79
Other noncurrent liabilities 206 137
Decrease (increase) in deferred
income taxes (1,995) (611)
---------- ----------
Net cash provided by
operating activities $ 6,358 $ 2,814
========== ==========
Page 9
HUGHES SUPPLY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited)
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 nine months ended October 31, 1994.
During the nine months ended October 31, 1994, the Company
contributed 16,597 treasury shares in the amount of $500,000 to an
employee benefit plan.
Page 10
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
million in shareholders' equity and a corresponding decrease of long-
term debt of $23 million. As a result of the conversion, 1,081,146 new
shares of common stock were issued.
On October 20, 1994, the Company signed an Asset Purchase Agreement to
acquire all of the assets of The Treaty Distribution Group, a wholesale
distributor of plumbing, heating and air conditioning supplies, and
water and sewer supplies and equipment with 16 branch locations in Ohio
and Indiana. The Group had net sales of $63 million in 1993.
The Company's bank financing has been amended to increase the Company's
borrowing capacity. It now consists of $130 million unsecured credit
facility, which includes $95 million long-term revolving credit facility
and $35 million line of credit convertible to a term note, as well as
short-term lines of credit totaling $6 million.
Material Changes in Results of Operations
Net Sales:
Net sales increased 18% to $210.6 million for the three months ended
October 31, 1994 from $179.0 million in the prior year. Net sales for
the nine months ended October 31, 1994 were $597.1 million, a 21%
increase over last year's sales of $491.5 million. The three and nine
month sales increases reflect the continued recovery of the building
industry throughout the Southeast. In addition, newly-opened and
acquired wholesale outlets accounted for approximately 30% of the
increase for both periods.
Management expects construction activity to remain strong for the
remainder of fiscal year 1995 and is confident that the Company's growth
plans can be sustained, despite rising interest rates, through
aggressive marketing in existing markets and selective acquisitions of
complementary businesses.
Gross Profit:
Gross profit for the three months ended October 31, 1994 increased 20%
to $41.4 million from $34.6 million for the three months ended October
31, 1993. The gross margin (gross profit expressed as a percentage of
sales) for the three months ended October 31, 1994 was 19.7%, compared
to 19.3% last year.
Page 11
Gross profit increased 23% to $118.8 million for the nine months ended
October 31, 1994, compared to $96.2 million last year. The gross margin
was 19.9% and 19.6% for the nine months ended October 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.
Operating Expenses:
Operating expenses as a percentage of net sales were 17.3% and 17.4% for
the three months ended October 31, 1994 and 1993, respectively.
Operating expenses increased to $36.4 million for the three months ended
October 31, 1994 from $31.1 million last year.
Operating expenses as a percentage of net sales were 17.6% and 17.9% for
the nine months ended October 31, 1994 and 1993, respectively, and
increased to $105.0 million from $87.8 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 was virtually unchanged at $1.2 million for the three
months ended October 31, 1994 and 1993. Lower average borrowings for
the current quarter (due primarily to the conversion of the debentures
in the first quarter) compared to the prior year were partially offset
by a slightly higher effective interest rate during the current year.
Interest expense decreased slightly to $3.4 million for the nine months
ended October 31, 1994 compared to $3.5 million for the prior year as a
result of lower borrowing levels during the current period.
Income Taxes:
The effective tax rates were as follows:
1994 1993
Three months ended October 31, 40.2% 38.7%
Nine months ended October 31, 40.6% 38.4%
The change in rates is due to fluctuations of nondeductible expenses and
a 1% increase in the federal tax rate.
Page 12
Net Income:
As a result of the factors discussed above, net income increased 51% for
the quarter and 75% for the nine month period, compared to the prior
year. Fully diluted earnings per share for the three months ended
October 31, 1994 and 1993 were $.47 and $.36, respectively, a 31%
increase. Fully diluted earnings per share for the nine months ended
October 31, 1994 and 1993 were $1.28 and $.87, respectively, an increase
of 47%.
Liquidity and Capital Resources
Working capital at October 31, 1994 amounted to $144.6 million, an
increase of $9.6 million compared to $135.0 million at January 28, 1994.
As discussed above, the Company is in a period of sales expansion.
Consequently, it is necessary to carry higher levels of inventories and
receivables. Inventories and accounts receivable at October 31, 1994
were $8.8 million and $13.3 million higher, respectively, than at
January 28, 1994. Despite these increases, turnover for these assets
improved. Annualized inventory turnover was 6.5 and 6.2 times for the
nine months ended October 31, 1994 and 1993, respectively. Annualized
accounts receivable turnover for these periods was 7.2 and 7.1 times,
respectively.
Cash provided by operations was $6.4 million and $2.8 million for the
nine months ended October 31, 1994 and 1993, respectively. The increase
can be attributed primarily to an increase in net income.
Capital expenditures for the nine months ended October 31, 1994 and 1993
were $10.0 million and $6.2 million, respectively. The increase in
capital expenditures is related to the Company's sales growth as new
facilities and transportation equipment have been added to adequately
service the growth. In addition, payments for business acquisitions
were $1.3 million and $3.6 million for the nine months ended October 31,
1994 and 1993, respectively. Management has revised its estimate for
1995 of capital expenditures, which are now expected to total
approximately $13 million.
The Company's financial condition remains strong and the Company has the
resources necessary, with approximately $57 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
additional borrowings or, if circumstances are more favorable, through
the issuance of common stock.
Page 13
PART II. OTHER INFORMATION
HUGHES SUPPLY, INC.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits Filed.
(2) Plan of acquisition, reorganization, arrangement,
liquidation or succession - not applicable.
2.1 Asset Purchase Agreement between Hughes Supply,
Inc. and The Treaty Company dated October 20, 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.
(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
Page 14
(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.
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, filed
as Exhibit 10.4 to Form 10-Q for the quarter
ended July 31, 1994.
10.5 Asset Purchase Agreement with Accord
Industries Company, dated October 9, 1990, for
sale of Registrant's manufacturing operations,
filed as Exhibit 10.7 to Form 10-K for fiscal
year ended January 25, 1991.
Page 15
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.
(99) Additional exhibits - not applicable.
(b) Reports on Form 8-K.
During the quarter ended October 31, 1994, the Registrant
filed a Current Report on Form 8-K dated October 20, 1994,
which reported under Item 5 (Other Events) that the Registrant
entered into an Asset Purchase Agreement with The Treaty
Company (see Note 4 of Notes to Consolidated Financial
Statements).
Page 16
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: December 5, 1994 By: /s/ David H. Hughes
David H. Hughes, Chairman of
the Board and Chief Executive
Officer
Date: December 5, 1994 By: /s/ J. Stephen Zepf
J. Stephen Zepf, Treasurer,
Chief Financial Officer and
Chief Accounting Officer
Page 17
INDEX OF EXHIBITS FILED WITH THIS REPORT
2.1 Asset Purchase Agreement between Hughes Supply, Inc. and The
Treaty Company dated October 20, 1994.
11.1 Computation of Per Share Earnings.
27.1 Financial Data Schedule.
Page 18