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, 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 December 1, 1996
$1 Par Value 10,494,815
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, 1996 and January 26, 1996 3 - 4
Consolidated Statements of Income for
the Three Months Ended October 31, 1996
and 1995 5
Consolidated Statements of Income for the
Nine Months Ended October 31, 1996 and 1995 6
Consolidated Statements of Cash Flows for the
Nine Months Ended October 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)
October 31, January 26,
1996 1996
---------- ----------
(Note 2)
ASSETS
Current Assets:
Cash and cash equivalents $ 3,088 $ 3,432
Accounts receivable, less allowance for
losses of $8,376 and $4,671 197,933 138,682
Inventories 192,048 138,903
Deferred income taxes 12,152 10,397
Other current assets 10,014 15,785
--------- ---------
Total current assets 415,235 307,199
Property and Equipment, net 65,740 59,165
Excess of Cost over Net Assets Acquired 80,239 16,637
Deferred Income Taxes 3,023 2,430
Other Assets 5,810 4,924
--------- ---------
$ 570,047 $ 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)
October 31, January 26,
1996 1996
----------- -----------
(Note 2)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 1,024 $ 2,632
Accounts payable 107,345 88,280
Accrued compensation and benefits 16,431 12,642
Other current liabilities 22,974 17,037
--------- ---------
Total current liabilities 147,774 120,591
Long-Term Debt 167,774 109,524
Other Noncurrent Liabilities 2,121 1,771
--------- ---------
Total liabilities 317,669 231,886
--------- ---------
Commitments and Contingencies
Shareholders' Equity:
Preferred stock - -
Common stock-10,123,658 and
7,288,623 shares issued and outstanding 10,124 7,289
Capital in excess of par value 104,953 40,464
Retained earnings 137,301 110,716
--------- ---------
Total shareholders' equity 252,378 158,469
--------- ---------
$ 570,047 $ 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 October 31,
1996 1995
---------- ----------
Net Sales $ 371,671 $ 296,680
Cost of Sales 292,842 237,072
---------- ----------
Gross Profit 78,829 59,608
---------- ----------
Operating Expenses:
Selling, general and administrative 56,520 47,279
Depreciation and amortization 3,930 2,638
Provision for doubtful accounts 988 1,188
---------- ----------
Total operating expenses 61,438 51,105
---------- ----------
Operating Income 17,391 8,503
---------- ----------
Non-Operating Income and (Expenses):
Interest and other income 971 1,460
Interest expense (3,085) (1,915)
---------- ----------
(2,114) (455)
---------- ----------
Income Before Income Taxes 15,277 8,048
Income Taxes 6,095 3,030
---------- ----------
Net Income $ 9,182 $ 5,018
========== ==========
Earnings Per Share:
Primary $ .91 $ .68
========== ==========
Fully diluted $ .91 $ .67
========== ==========
Average Shares Outstanding:
Primary 10,136 7,425
========== ==========
Fully diluted 10,142 7,440
========== ==========
Dividends Per Share $ .10 $ .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)
Nine months ended October 31,
1996 1995
---------- ----------
Net Sales $1,050,187 $ 854,555
Cost of Sales 832,274 683,023
---------- ----------
Gross Profit 217,913 171,532
---------- ----------
Operating Expenses:
Selling, general and administrative 164,968 136,891
Depreciation and amortization 10,178 7,381
Provision for doubtful accounts 2,650 2,434
---------- ----------
Total operating expenses 177,796 146,706
---------- ----------
Operating Income 40,117 24,826
---------- ----------
Non-Operating Income and (Expenses):
Interest and other income 4,375 3,676
Interest expense (7,939) (5,926)
---------- ----------
(3,564) (2,250)
---------- ----------
Income Before Income Taxes 36,553 22,576
Income Taxes 14,542 8,476
---------- ----------
Net Income $ 22,011 $ 14,100
========== ==========
Earnings Per Share:
Primary $ 2.44 $ 1.93
========== ==========
Fully diluted $ 2.43 $ 1.91
========== ==========
Average Shares Outstanding:
Primary 9,031 7,322
========== ==========
Fully diluted 9,065 7,378
========== ==========
Dividends Per Share $ .28 $ .21
========== ==========
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)
Nine months ended October 31,
1996 1995
---------- ----------
Increase (Decrease) in Cash and Cash
Equivalents:
Cash flows from operating activities:
Cash received from customers $1,012,254 $ 832,901
Cash paid to suppliers and employees (985,877) (804,066)
Interest received 2,862 2,497
Interest paid (4,900) (5,659)
Income taxes paid (14,917) (10,714)
---------- ----------
Net cash provided by
operating activities 9,422 14,959
---------- ----------
Cash flows from investing activities:
Capital expenditures (10,953) (8,848)
Proceeds from sale of
property and equipment 1,721 1,156
Business acquisitions, net of cash (89,952) (6,945)
---------- ----------
Net cash used in
investing activities (99,184) (14,637)
---------- ----------
Cash flows from financing activities:
Net borrowing (repayment) under
short-term debt arrangements (39,991) 5,781
Principal payments on:
Long-term notes (14,266) (5,417)
Capital lease obligations (843) (598)
Proceeds from issuance of long-term debt 98,000 -
Net proceeds from sale of common stock 48,197 -
Proceeds from stock options exercised 869 874
Purchase of common shares (395) (409)
Dividends paid (2,153) (2,564)
---------- ----------
Net cash provided by (used in)
financing activities 89,418 (2,333)
---------- ----------
Net Decrease in Cash and
Cash Equivalents (344) (2,011)
Cash and Cash Equivalents:
Beginning of period 3,432 3,692
---------- ----------
End of period $ 3,088 $ 1,681
========== ==========
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 October 31, 1996, the
results of operations for the three months and nine months ended
October 31, 1996 and 1995, and cash flows for the nine 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 nine
months ended October 31, 1996 and 1995 contained 40 and 39 weeks,
respectively, while the three months ended October 31, 1996 and
1995 each contained 13 weeks.
The January 26, 1996 balance sheet contains certain
reclassifications which were made to conform to the October 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 490,161 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
$108,832, consisting of cash in the amount of $81,917, the issuance
of 737,645 shares of common stock having an agreed-upon value of
$27.763 per share 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:
Nine Months Ended October 31,
1996 1995
---------- ----------
Net sales $1,083,262 $939,031
Net income 24,326 23,055
Earnings per share:
Primary 2.60 2.86
Fully diluted 2.59 2.84
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 nine months of each period presented have
resulted in gross margins for PVF of 38.2% for the first nine
months of fiscal 1996 compared to 29.6% for the first nine 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 $48,197.
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 nine months ended October 31, 1996 the Company acquired
several wholesale distributors of materials to the construction
industry for cash and stock. These acquisitions have been
accounted for as purchases or immaterial poolings and did not have
a material effect on the consolidated financial statements of the
Page 9
Company. Results of operations of these companies from their
respective dates of acquisition have been included in the
consolidated financial statements.
6. 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 was payable on
November 15, 1996 to shareholders of record on November 1, 1996.
7. The following is a reconciliation of net income to net cash
provided by (used in) operating activities:
Nine months ended October 31,
1996 1995
---------- ----------
Net income $ 22,011 $ 14,100
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation 6,508 5,928
Amortization 3,670 1,453
Provision for doubtful accounts 2,650 2,434
Gain on sale of property
and equipment (684) (634)
Undistributed (earnings) losses
of affiliate (42) 73
Changes in assets and liabilities,
net of effects of acquisitions:
(Increase) decrease in:
Accounts receivable (38,720) (22,272)
Inventories (2,414) 10,066
Other current assets 5,910 6,794
Other assets (230) (2,589)
Increase (decrease) in:
Accounts payable and accrued
expenses 7,749 1,270
Accrued interest and income
taxes 5,012 (361)
Other noncurrent liabilities 350 307
Increase in deferred income taxes (2,348) (1,610)
---------- ----------
Net cash provided by
operating activities $ 9,422 $ 14,959
========== ==========
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 October 31, 1996, and the results of operations for the
nine 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 $371.7 million for the quarter ended October 31,
1996, 25% over the prior year's third quarter. Net sales for the nine
months were $1.1 billion which was 23% ahead of last year. Newly-
acquired and opened wholesale outlets provided 18 and 14 percentage
points of the 25% and 23% increases for the three and nine 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 nine months ended
October 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 $ 78,829 21.2% $ 59,608 20.1% $ 19,221 32.2%
Nine months ended $ 217,913 20.7% $ 171,532 20.1% $ 46,381 27.0%
More than half of the third 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, and volume purchasing power have also
contributed to the improvement in gross margins.
Page 11
Operating Expenses:
Operating expenses for the three and nine month periods ended October
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 $ 61,438 16.5% $ 51,105 17.2% $ 10,333 20.2%
Nine months ended $ 177,796 16.9% $ 146,706 17.2% $ 31,090 21.2%
Approximately 18 and 14 percentage points of the 20.2% and 21.2%
increases in operating expenses for the three and nine months ended
October 31, 1996, respectively, is attributable to recent acquisitions
and newly-opened wholesale outlets. Lower insurance costs resulting
from a reduction in insurance premiums and better than expected claims
experience in prior year policies as well as synergies associated with
consolidated operations are primarily responsible for the decrease in
operating expenses as a percentage of net sales for the three and nine
month periods.
Non-Operating Income and Expenses:
Interest and other income decreased $.5 million and increased $.7
million for the three and nine months ended October 31, 1996,
respectively, over the prior year periods. These fluctuations are
primarily attributable to gain or loss on the sale of property and
equipment, and increased collection of service charges due on delinquent
accounts receivable.
Interest expense was $3.1 million and $7.9 million for the three and
nine months ended October 31, 1996 compared to $1.9 million and $5.9
million for the three and nine months ended October 31, 1995,
respectively. The increases are primarily the result of higher
borrowing levels as interest rates have been essentially unchanged.
Expansion through business acquisitions has been partially funded by
debt financing.
Income Taxes:
The effective tax rates for the three and nine months ended October 31,
1996 and 1995 were as follows:
1996 1995
Three months ended 39.9% 37.6%
Nine months ended 39.8% 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
Page 12
ended January 31, 1997. The effective income tax rate for the combined
companies is expected to be approximately 40% in the fourth quarter.
Net Income:
Net income for the third quarter increased 83% to $9.2 million. Fully-
diluted earnings per share for the third quarter were $.91 compared to
$.67 in the prior year, a 36% increase with 36% more shares outstanding.
For the nine months ended October 31, 1996, net income reached $22.0
million, a 56% increase over the nine months ended October 31, 1995.
Fully-diluted earnings per share for the nine months ended October 31,
1996 and 1995 were $2.43 and $1.91, respectively. This increase of 27%
was on 23% more shares outstanding.
Liquidity and Capital Resources
Working capital at October 31, 1996 amounted to $267 million compared to
$187 million at January 26, 1996. The working capital ratio increased
slightly - 2.8 to 1 at October 31, 1996 compared to 2.5 to 1 at January
26, 1996. These increases are primarily due to higher levels of
inventories and receivables which are required to support the Company's
growth.
Cash payments for business acquisitions, accounted for as purchases,
totaled $90 million for the nine months ended October 31, 1996. In
addition, the Company issued approximately 1,304,000 of its common
shares valued at $37 million for such purchases and for acquisitions
accounted for as immaterial poolings of interests.
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 $11.0 million for the nine
Page 13
months ended October 31, 1996 compared to $8.8 million for the nine
months ended October 31, 1995. These expenditures are expected to be
approximately $14 million for fiscal year 1997.
Principal reductions on long-term debt were $14.3 million for the nine
months ended October 31, 1996 compared to $5.4 million for the prior
year nine months. The increase resulted primarily from paying off debt
of recent business acquisitions. Dividend payments were $2.2 million
and $2.6 million during the nine months ended October 31, 1996 and 1995,
respectively. Prior year dividend payments included $1.3 million in
cash dividends of pooled companies.
Management believes that the Company has sufficient borrowing capacity,
with $90 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
(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 24, 1996 between
Donald C. Martin and Hughes Supply, Inc.
10.11 Lease Agreements between Union Warehouse &
Trucking Company (d/b/a Union Warehouse &
Realty Company) or Monoco Realty and USCO
Incorporated.
(a) Leases dated March 1, 1985 and amended
December 23, 1986, filed as Exhibit
Page 17
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).
(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).
Page 18
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 October 31, 1996, the Registrant filed a
Current Report on Form 8-K dated October 10, 1996, which reported
under Item 5 (Other Events) that the Registrant entered into an
Amended and Restated Revolving Credit and Line of Credit Agreement.
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: December 12, 1996 By: /s/ David H. Hughes
David H. Hughes, Chairman of
the Board and Chief Executive
Officer
Date: December 12, 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
10.10 Lease Agreement dated June 24, 1996 between Donald C. Martin and
Hughes Supply, Inc.
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