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 April 30, 1997 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. (Exact name of registrant as specified in its charter) Florida 59-0559446 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 20 North Orange Avenue, Suite 200, Orlando, Florida 32801 (Address of principal executive offices) (Zip Code) 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 May 31, 1997 $1 Par Value 11,736,864 Page 1 HUGHES SUPPLY, INC. FORM 10-Q Index Page No. Part I. Financial Information Item 1. Financial Statements Consolidated Balance Sheets as of April 30, 1997 and January 31, 1997 ........... 3 - 4 Consolidated Statements of Income for the Three Months Ended April 30, 1997 and 1996 ...................................... 5 Consolidated Statements of Cash Flows for the Three Months Ended April 30, 1997 and 1996 .... 6 Notes to Consolidated Financial Statements .... 7 - 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ................................. 10 - 12 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K .............. 13 - 17 Signatures .................................... 18 Index of Exhibits Filed with This Report ...... 19 Page 2 HUGHES SUPPLY, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets (unaudited) (in thousands, except share data) April 30, January 31, 1997 1997 ---------- ---------- ASSETS Current Assets: Cash and cash equivalents $ 11,110 $ 6,329 Accounts receivable, less allowance for losses of $4,647 and $3,809 230,104 195,200 Inventories 266,776 250,113 Deferred income taxes 13,644 12,761 Other current assets 7,079 12,366 --------- --------- Total current assets 528,713 476,769 Property and Equipment, net 78,927 73,038 Excess of Cost over Net Assets Acquired 93,680 89,755 Deferred Income Taxes 2,252 2,204 Other Assets 9,019 7,736 --------- --------- $ 712,591 $ 649,502 ========= ========= 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) April 30, January 31, 1997 1997 ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 6,169 $ 3,108 Accounts payable 148,052 111,997 Accrued compensation and benefits 12,590 16,508 Other current liabilities 25,153 14,768 --------- --------- Total current liabilities 191,964 146,381 Long-Term Debt 230,438 221,988 Other Noncurrent Liabilities 2,328 2,199 --------- --------- Total liabilities 424,730 370,568 --------- --------- Commitments and Contingencies Shareholders' Equity: Preferred stock - - Common stock-11,611,650 and 11,518,298 shares issued and outstanding 11,612 11,518 Capital in excess of par value 117,553 114,927 Retained earnings 158,696 152,489 --------- --------- Total shareholders' equity 287,861 278,934 --------- --------- $ 712,591 $ 649,502 ========= ========= 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 April 30, 1997 1996 ---------- ---------- Net Sales $ 421,385 $ 349,500 Cost of Sales 332,224 280,157 ---------- ---------- Gross Profit 89,161 69,343 ---------- ---------- Operating Expenses: Selling, general and administrative 68,674 56,239 Depreciation and amortization 4,540 2,743 Provision for doubtful accounts 344 851 ---------- ---------- Total operating expenses 73,558 59,833 ---------- ---------- Operating Income 15,603 9,510 ---------- ---------- Non-Operating Income and (Expenses): Interest and other income 1,234 1,595 Interest expense (3,981) (2,461) ---------- ---------- (2,747) (866) ---------- ---------- Income Before Income Taxes 12,856 8,644 Income Taxes 5,079 3,121 ---------- ---------- Net Income $ 7,777 $ 5,523 ========== ========== Earnings Per Share: Primary $ .66 $ .63 ========== ========== Fully diluted $ .66 $ .63 ========== ========== Average Shares Outstanding: Primary 11,780 8,731 ========== ========== Fully diluted 11,784 8,771 ========== ========== Dividends Per Share $ .11 $ .09 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. Page 5 HUGHES SUPPLY, INC. Consolidated Statements of Cash Flows (unaudited) (in thousands) Three months ended April 30, 1997 1996 ---------- ---------- Increase (Decrease) in Cash and Cash Equivalents: Cash flows from operating activities: Cash received from customers $ 389,333 $ 328,485 Cash paid to suppliers and employees (376,349) (318,934) Interest received 858 1,075 Interest paid (1,919) (2,732) Income taxes paid (567) (860) ---------- ---------- Net cash provided by operating activities 11,356 7,034 ---------- ---------- Cash flows from investing activities: Capital expenditures (8,354) (4,601) Proceeds from sale of property and equipment 135 263 Business acquisitions, net of cash (6,590) (5,419) ---------- ---------- Net cash used in investing activities (14,809) (9,757) ---------- ---------- Cash flows from financing activities: Net borrowings under short-term debt arrangements 11,903 10,752 Principal payments on: Long-term notes (2,405) (6,425) Capital lease obligations (236) (217) Proceeds from stock options exercised 200 442 Purchase of common shares (76) (78) Dividends paid (1,152) (2,109) ---------- ---------- Net cash provided by financing activities 8,234 2,365 ---------- ---------- Net Increase (Decrease) in Cash and Cash Equivalents 4,781 (358) Cash and Cash Equivalents: Beginning of period 6,329 3,644 ---------- ---------- End of period $ 11,110 $ 3,286 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. Page 6 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 April 30, 1997, and the results of operations and cash flows for the three months ended April 30, 1997 and 1996. The fiscal year of the Company is a 52- or 53-week period ending on the last Friday in January. Fiscal year 1998 will be a 52-week period while fiscal year 1997 was a 53-week period. The quarters ended April 30, 1997 and 1996 contained 13 weeks and 14 weeks, respectively. In March 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, Earnings per Share ("SFAS 128"). SFAS 128 is effective for financial statements issued for periods ending after December 15, 1997 and, accordingly, will be adopted by the Company commencing with its period ending January 30, 1998. Management of the Company expects its adoption of SFAS 128 to have an immaterial effect on the calculation of its earnings per share. 2. During the three months ended April 30, 1997, the Company acquired two wholesale distributors of materials to the construction industry for cash and stock. These acquisitions have been accounted for as purchases and did not have a material effect on the consolidated financial statements of the Company. Results of operations of these companies from their respective dates of acquisition have been included in the consolidated financial statements. Page 7 HUGHES SUPPLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) (dollars in thousands, except per share data) 3. The following is a reconciliation of net income to net cash provided by (used in) operating activities: Three months ended April 30, 1997 1996 ---------- ---------- Net income $ 7,777 $ 5,523 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 2,703 2,186 Amortization 1,837 557 Provision for doubtful accounts 344 851 Gain on sale of property and equipment (99) (175) Undistributed earnings of affiliate (65) (24) Changes in assets and liabilities, net of effects of acquisitions: (Increase) decrease in: Accounts receivable (32,264) (21,336) Inventories (13,364) (1,754) Other current assets 5,879 7,155 Other assets (1,200) (588) Increase (decrease) in: Accounts payable and accrued expenses 33,105 12,521 Accrued interest and income taxes 7,505 3,038 Other noncurrent liabilities 129 128 Increase in deferred income taxes (931) (1,048) ---------- ---------- Net cash provided by operating activities $ 11,356 $ 7,034 ========== ========== Page 8 HUGHES SUPPLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) (dollars in thousands, except per share data) 4. Subsequent events: On May 20, 1997 the Company's Board of Directors declared a three- for-two stock split to shareholders of record as of July 10, 1997. The date of issuance for the additional shares will be July 17, 1997. Accordingly, average number of shares, per share amounts and stock option data will be restated for periods prior to the stock split. The following table presents pro forma average shares outstanding and earnings per share information, assuming the additional shares resulting from the stock split had been outstanding since the beginning of each period presented: Three Months Ended April 30, 1997 1996 ---------- ---------- Average shares outstanding: Primary 17,670 13,097 Fully diluted 17,676 13,157 Earnings per share: Primary $ .44 $ .42 Fully diluted .44 .42 Financial information contained elsewhere in this report has not been adjusted to reflect the impact of the stock split. On May 20, 1997 the Company's Board or Directors also increased the regular quarterly cash dividend from $.11 per share (pre split basis) to $.075 per share (post split basis) effective for the second quarter dividend which will be payable on August 15, 1997 to shareholders of record on August 1, 1997. On May 20, 1997 the shareholders approved an amendment to the Restated Articles of Incorporation of the Company increasing the number of authorized shares of common stock from 20,000,000 to 100,000,000 shares, $1.00 par value per share. Page 9 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 April 30, 1997, and the results of operations for the three months then ended. Material Changes in Results of Operations Net Sales Net sales were $421 million for the quarter ended April 30, 1997, an increase of 21% over the prior year's first quarter. On a basis comparable to the prior year's first quarter, the Company experienced a same-store net sales increase of 10%. The remaining increase in net sales is attributable to newly-opened and acquired wholesale outlets. Management expects market 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 months ended April 30, 1997 and 1996 were as follows (dollars in thousands): 1997 1996 Variance Gross profit $ 89,161 $ 69,343 $ 19,818 28.6% Gross margin 21.2% 19.8% The improvement in gross margins has resulted from several factors, including expansion of product offerings to lines with better margins, efficiencies created with central distribution centers, increased volume and concentration of supply sources as part of the Company's preferred vendor program. Operating Expenses Operating expenses for the three months ended April 30, 1997 and 1996 were as follows (dollars in thousands): 1997 1996 Variance Operating expenses $ 73,558 $ 59,833 $ 13,725 22.9% Percentage of net sales 17.5% 17.1% Page 10 Newly-opened wholesale outlets and recent acquisitions accounted for approximately 20 percentage points of the 22.9% increase. The remainder of the increase is due primarily to personnel and transportation costs associated with same-store sales growth. Interest Expense Interest expense was $4.0 million and $2.5 million for the quarters ended April 30, 1997 and 1996, respectively, a 62% increase. The increase is 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 income tax rates for the three months ended April 30, 1997 and 1996 were 39.5% and 36.1%, respectively. Prior to the mergers on April 26, 1996 with ELASCO and January 24, 1997 with Metals, Incorporated and Stainless Tubular Products, Inc., all three entities were Subchapter S corporations and, therefore, not subject to corporate income tax. Each entity's Subchapter S corporation status terminated upon the merger with the Company. As a result, the Company's effective rate is higher for the current quarter compared to the prior year's first quarter. The Company's effective tax rate in the prior year's first quarter would have been approximately 40% assuming ELASCO, Metals, Incorporated and Stainless Tubular Products, Inc. were tax paying entities. Net Income Net income was $7.8 million compared to $5.5 million for the prior year's first quarter, a 41% increase. Fully diluted earnings per share for the quarter increased to $.66 compared to $.63 in the prior year on 34% more shares outstanding. These improved results reflect operating leverage that has been achieved through the Company's acquisition program and through internal growth. Operating margins (operating income as a percentage of net sales) have improved to 3.7% compared to 2.7% for the quarters ended April 30, 1997 and 1996, respectively. Liquidity and Capital Resources Working capital at April 30, 1997 amounted to $337 million compared to $330 million at January 31, 1997. The working capital ratio was 2.8 to 1 and 3.3 to 1 as of April 30, 1997 and January 31, 1997, respectively. The Company typically becomes more leveraged in expansionary periods. Consequently, higher levels of inventories and receivables, trade payables and debt are required to support the growth. Page 11 Cash payments for business acquisitions, accounted for as purchases, totaled $6.6 million for the three months ended April 30, 1997. In addition, the Company issued approximately 52,000 of its common shares valued at approximately $2.0 million for such purchases. Net cash provided by operations was $11.4 million for the three months ended April 30, 1997 compared to $7.0 million for the three months ended April 30, 1996. This change is due primarily to fluctuations in accounts receivable, inventories and accounts payable. Expenditures for property and equipment were $8.4 million for the quarter ended April 30, 1997 compared to $4.6 million for the prior year's first quarter. Capital expenditures for property and equipment, not including amounts for business acquisitions, are expected to be approximately $20 million for fiscal year 1998. Principal reductions on long-term debt were $2.4 million for the three months ended April 30, 1997 compared to $6.4 million for the prior year first quarter. These amounts are attributed primarily to paying off debt assumed as a result of certain business acquisitions. Dividend payments were $1.2 million and $2.1 million (including $1.5 million in cash dividends of pooled companies) during the three months ended April 30, 1997 and 1996, respectively. Management believes that the Company has sufficient borrowing capacity, with approximately $23 million available under its existing credit facilities and a $50 million commitment to expand its existing credit facilities (subject to borrowing limitations under long-term debt covenants) as of April 30, 1997, 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. Page 12 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 Restated Articles of Incorporation, as amended. 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). (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). Page 13 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 fiscal year ended January 30, 1987 (Commission File No. 0-5235). 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). Page 14 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., filed as Exhibit 10.10 to Form 10-Q for the quarter ended October 31, 1996 (Commission File No. 001-08772). 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 10.11(a) to Form 10-K for the fiscal year ended January 26, 1996 (Commission File No. 001-08772). Page 15 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). 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). Page 16 10.13 Lease Agreement dated April 14, 1997 between Union Warehouse & Realty Co. and Hughes Supply, Inc. (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). (99) Additional exhibits. Not applicable. (b) Reports on Form 8-K During the quarter ended April 30, 1997, the Registrant filed a Current Report on Form 8-K dated February 18, 1997, which reported under Item 5 (Other Events) that the Registrant has restated its financial statements for the years ended January 26, 1996, January 27, 1995 and January 28, 1994 and for the nine months ended October 31, 1996 and October 31, 1995 to give effect to certain business combinations accounted for as poolings of interests. Page 17 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: June 11, 1997 By: /s/ David H. Hughes David H. Hughes, Chairman of the Board and Chief Executive Officer Date: June 11, 1997 By: /s/ J. Stephen Zepf J. Stephen Zepf, Treasurer, Chief Financial Officer and Chief Accounting Officer Page 18 INDEX OF EXHIBITS FILED WITH THIS REPORT 3.1 Restated Articles of Incorporation, as amended. 10.13 Lease Agreement dated April 14, 1997 between Union Warehouse & Realty Co. and Hughes Supply, Inc. 11.1 Summary schedule of earnings per share calculations. 27.1 Financial data schedule (filed electronically only). Page 19