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, 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 August 31, 1997
$1 Par Value 18,306,585
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, 1997 and January 31, 1997 ............ 3 - 4
Consolidated Statements of Income for the
Three Months Ended July 31, 1997 and 1996 ..... 5
Consolidated Statements of Income for the
Six Months Ended July 31, 1997 and 1996 ....... 6
Consolidated Statements of Cash Flows for the
Six Months Ended July 31, 1997 and 1996 ....... 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 4. Submission of Matters to a Vote of Security
Holders ....................................... 15
Item 5. Other Information ............................. 16
Item 6. Exhibits and Reports on Form 8-K .............. 16 - 21
Signatures .................................... 22
Index of Exhibits Filed with This Report ...... 23
Page 2
HUGHES SUPPLY, INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets (unaudited)
(in thousands, except share data)
July 31, January 31,
1997 1997
---------- ----------
ASSETS
Current Assets:
Cash and cash equivalents $ 10,712 $ 6,329
Accounts receivable, less allowance for
losses of $5,259 and $3,809 246,336 195,200
Inventories 265,458 250,113
Deferred income taxes 13,619 12,761
Other current assets 12,487 12,366
--------- ---------
Total current assets 548,612 476,769
Property and Equipment, net 87,654 73,038
Excess of Cost over Net Assets Acquired 97,655 89,755
Deferred Income Taxes 2,460 2,204
Other Assets 12,095 7,736
--------- ---------
$ 748,476 $ 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)
July 31, January 31,
1997 1997
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 5,375 $ 3,108
Accounts payable 135,721 111,997
Accrued compensation and benefits 14,070 16,508
Other current liabilities 21,142 14,768
--------- ---------
Total current liabilities 176,308 146,381
Long-Term Debt 262,096 221,988
Other Noncurrent Liabilities 2,480 2,199
--------- ---------
Total liabilities 440,884 370,568
--------- ---------
Commitments and Contingencies
Shareholders' Equity:
Preferred stock - -
Common stock-17,915,866 and
17,277,169 shares issued and outstanding 17,916 17,277
Capital in excess of par value 119,189 109,168
Retained earnings 170,487 152,489
--------- ---------
Total shareholders' equity 307,592 278,934
--------- ---------
$ 748,476 $ 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 July 31,
1997 1996
---------- ----------
Net Sales $ 461,394 $ 395,817
Cost of Sales 361,528 314,221
---------- ----------
Gross Profit 99,866 81,596
---------- ----------
Operating Expenses:
Selling, general and administrative 71,905 60,422
Depreciation and amortization 4,308 3,789
Provision for doubtful accounts 163 832
---------- ----------
Total operating expenses 76,376 65,043
---------- ----------
Operating Income 23,490 16,553
---------- ----------
Non-Operating Income and (Expenses):
Interest and other income 1,246 2,013
Interest expense (4,433) (3,465)
---------- ----------
(3,187) (1,452)
---------- ----------
Income Before Income Taxes 20,303 15,101
Income Taxes 8,020 5,903
---------- ----------
Net Income $ 12,283 $ 9,198
========== ==========
Earnings Per Share:
Primary $ .68 $ .58
========== ==========
Fully diluted $ .68 $ .58
========== ==========
Average Shares Outstanding:
Primary 18,068 15,971
========== ==========
Fully diluted 18,078 15,975
========== ==========
Dividends Per Share $ .075 $ .06
========== ==========
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)
Six months ended July 31,
1997 1996
---------- ----------
Net Sales $ 882,779 $ 745,317
Cost of Sales 693,752 594,378
---------- ----------
Gross Profit 189,027 150,939
---------- ----------
Operating Expenses:
Selling, general and administrative 140,579 116,661
Depreciation and amortization 8,848 6,532
Provision for doubtful accounts 507 1,683
---------- ----------
Total operating expenses 149,934 124,876
---------- ----------
Operating Income 39,093 26,063
---------- ----------
Non-Operating Income and (Expenses):
Interest and other income 2,480 3,608
Interest expense (8,414) (5,926)
---------- ----------
(5,934) (2,318)
---------- ----------
Income Before Income Taxes 33,159 23,745
Income Taxes 13,099 9,024
---------- ----------
Net Income $ 20,060 $ 14,721
========== ==========
Earnings Per Share:
Primary $ 1.12 $ 1.01
========== ==========
Fully diluted $ 1.12 $ 1.01
========== ==========
Average Shares Outstanding:
Primary 17,949 14,504
========== ==========
Fully diluted 17,991 14,522
========== ==========
Dividends Per Share $ .148 $ .12
========== ==========
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)
Six months ended July 31,
1997 1996
---------- ----------
Increase (Decrease) in Cash and Cash
Equivalents:
Cash flows from operating activities:
Cash received from customers $ 836,871 $ 714,190
Cash paid to suppliers and employees (828,893) (704,717)
Interest received 1,751 1,980
Interest paid (8,215) (4,835)
Income taxes paid (10,527) (7,587)
---------- ----------
Net cash used in
operating activities (9,013) (969)
---------- ----------
Cash flows from investing activities:
Capital expenditures (18,725) (8,269)
Proceeds from sale of
property and equipment 249 1,552
Business acquisitions, net of cash (5,158) (81,393)
---------- ----------
Net cash used in
investing activities (23,634) (88,110)
---------- ----------
Cash flows from financing activities:
Net borrowings (payments) under
short-term debt arrangements 44,378 (43,635)
Principal payments on:
Long-term notes (4,826) (13,210)
Capital lease obligations (461) (428)
Proceeds from issuance of long-term debt - 98,000
Net proceeds from sale of common stock - 48,201
Proceeds from stock options exercised 651 710
Purchase of common shares (195) (301)
Dividends paid (2,517) (3,250)
---------- ----------
Net cash provided by
financing activities 37,030 86,087
---------- ----------
Net Increase (Decrease) in Cash and
Cash Equivalents 4,383 (2,992)
Cash and Cash Equivalents:
Beginning of period 6,329 3,644
---------- ----------
End of period $ 10,712 $ 652
========== ==========
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 Hughes Supply, Inc. (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 July 31,
1997, the results of operations for the three months and six months
ended July 31, 1997 and 1996, and cash flows for the six months
then ended.
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 six months
ended July 31, 1997 and 1996 contained 26 weeks and 27 weeks,
respectively and the quarters ended July 31, 1997 and 1996 each
contained 13 weeks.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings per
Share ("SFAS 128"). SFAS 128, which supersedes Accounting
Principles Board Opinion No. 15, establishes standards for
computing and presenting earnings per share. 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. When adopted,
all prior-period earnings per share data are required to be
restated. The Company does not expect the adoption of SFAS 128 to
have a material effect on the calculation of its earnings per
share.
2. During the six months ended July 31, 1997, the Company acquired
five 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
Company. Results of operations of these companies from their
respective dates of acquisition have been included in the
consolidated financial statements.
3. 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 was July 17, 1997.
Accordingly, all share and per share data have been restated for
periods prior to the stock split.
Page 8
HUGHES SUPPLY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited) (dollars in thousands, except per share data)
On May 20, 1997, the Company's Board of Directors increased the
regular quarterly cash dividend from $.073 per share to $.075 per
share effective for the second quarter dividend which was 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.
4. The following is a reconciliation of net income to net cash
provided by (used in) operating activities:
Six months ended July 31,
1997 1996
---------- ----------
Net income $ 20,060 $ 14,721
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation 5,788 4,493
Amortization 3,060 2,039
Provision for doubtful accounts 507 1,683
Gain on sale of property
and equipment (146) (1,013)
Undistributed earnings
of affiliate (156) (32)
Changes in assets and liabilities,
net of effects of acquisitions:
(Increase) decrease in:
Accounts receivable (46,335) (31,710)
Inventories (10,859) 11,510
Other current assets 548 6,851
Other assets (4,131) (1,204)
Increase (decrease) in:
Accounts payable and accrued
expenses 19,599 (11,083)
Accrued interest and income
taxes 3,865 4,378
Other noncurrent liabilities 281 248
Increase in deferred income taxes (1,094) (1,850)
---------- ----------
Net cash used in
operating activities $ (9,013) $ (969)
========== ==========
Page 9
HUGHES SUPPLY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited) (dollars in thousands, except per share data)
5. Subsequent events:
On August 18, 1997, the Company's revolving credit and line of
credit agreement with a group of banks was amended. The agreement,
as amended, now permits the Company to borrow up to $180,000
(subject to borrowing limitations under the agreement) - $130,000
of which is long-term debt, expiring August 17, 2000, and $50,000
of which is a line of credit convertible to a term note due two
years from conversion date.
On August 28, 1997, the Company issued $80,000 of senior notes due
2012 in a private placement. The notes, of which $40,000 bear
interest at 7.14% and $40,000 bear interest at 7.19%, will be
payable in 21 and 13 equal semi-annual payments beginning in 2002
and 2006, respectively. Proceeds received by the Company from the
sale of the notes were used to reduce indebtedness outstanding
under the Company's revolving credit and line of credit agreement.
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 July 31, 1997, and the results of operations for the three
and six months then ended.
As described in Note 3 of the Notes to Consolidated Financial
Statements, 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.
Accordingly, all share and per share data have been restated for periods
prior to the stock split.
Certain statements set forth in Management's Discussion and Analysis of
Financial Condition and Results of Operations constitute "forward-
looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Act of 1934,
as amended, and are subject to the safe harbor created by such sections.
When used in this report, the words "believe", "anticipate", "estimate",
"expect", and similar expressions are intended to identify forward-
looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give
no assurance that such expectations will prove to be correct. The
Company's actual results may differ significantly from the results
discussed in such forward-looking statements. When appropriate, certain
factors that could cause results to differ materially from those
projected in the forward-looking statements are enumerated. This
Management's Discussion and Analysis of Financial Condition and Results
of Operations should be read in conjunction with the Company's
consolidated financial statements and the notes thereto.
Material Changes in Results of Operations
Net Sales
Net sales increased to $461 million for the quarter ended July 31, 1997,
17% over the prior year's second quarter. Net sales for the six months
were $883 million which was 18% ahead of last year. On a basis
comparable to the prior year, the Company experienced a same-store net
sales increase of 4% and 7% for the three and six months ended July 31,
1997, respectively. The remaining increase in net sales is attributable
to newly-opened and acquired wholesale outlets.
Page 11
The same-store sales increase of 4% for the second quarter was below the
high single-digit increases the Company has achieved in recent years.
This was primarily due to the impact the mild and wet weather had on air
conditioning and pool product sales. On the other hand, two of the
Company's newest product groups - water and sewer and industrial pipe,
valves and fittings - achieved double-digit same-store sales increases
which helped offset the decline in same-store sales growth.
Gross Profit
Gross profit and gross margin for the three and six months ended July
31, 1997 and 1996 were as follows (dollars in thousands):
1997 1996
Gross Gross Gross Gross Variance
Profit Margin Profit Margin Amount %
Three months ended $ 99,866 21.6% $ 81,596 20.6% $ 18,270 22.4%
Six months ended $ 189,027 21.4% $ 150,939 20.3% $ 38,088 25.2%
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 and six months ended July 31, 1997 and
1996 were as follows (dollars in thousands):
1997 1996
% of % of Variance
Amount Net Sales Amount Net Sales Amount %
Three months ended $ 76,376 16.6% $ 65,043 16.4% $ 11,333 17.4%
Six months ended $ 149,934 17.0% $ 124,876 16.8% $ 25,058 20.1%
Approximately 13 and 16 percentage points of the 17.4% and 20.1%
increases in operating expenses for the three and six months ended July
31, 1997, respectively, is attributable to newly-opened wholesale
outlets and recent acquisitions. The remainder of the increase is
primarily due to personnel and transportation costs associated with
same-store sales growth.
Non-Operating Income and Expenses
Interest and other income decreased $.8 million and $1.1 million for the
three and six months ended July 31, 1997, respectively, over the prior
year periods. The decreases are primarily attributable to non-recurring
gains recognized on the sale of property and equipment during the second
quarter of last year.
Page 12
Interest expense was $4.4 million and $8.4 million for the three and six
months ended July 31, 1997 compared to $3.5 million and $5.9 million for
the three and six months ended July 31, 1996, respectively. The
increases are primarily the result of higher borrowing levels as
interest rates remained essentially unchanged. Expansion through
business acquisitions has been partially funded by debt financing.
Income Taxes
The effective tax rates for the three and six months ended July 31, 1997
and 1996 were as follows:
1997 1996
Three months ended 39.5% 39.1%
Six months ended 39.5% 38.0%
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 three and six months ended
July 31, 1997 compared to the prior year periods. The Company's
effective tax rate for the three and six months ended July 31, 1996
would have been approximately 41% assuming ELASCO, Metals, Incorporated
and Stainless Tubular Products, Inc. were tax paying entities.
Net Income
Net income for the second quarter increased 34% to $12.3 million. Fully
diluted earnings per share for the second quarter were $.68 compared to
$.58 in the prior year, a 17% increase with 13% more shares outstanding.
For the six months ended July 31, 1997, net income reached $20.1
million, a 36% increase over the six months ended July 31, 1996. Fully
diluted earnings per share for the six months ended July 31, 1997 and
1996 were $1.12 and $1.01, respectively. This increase of 11% was on
24% 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 5.1% and 4.4% for the three and six months ended July 31,
1997, compared to 4.2% and 3.5% for the three and six months ended July
31, 1996, respectively.
Page 13
Liquidity and Capital Resources
Working capital at July 31, 1997 amounted to $372 million compared to
$330 million at January 31, 1997. The working capital ratio was 3.1 to
1 and 3.3 to 1 as of July 31, 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.
Net cash used by operations was $9.0 million for the six months ended
July 31, 1997 compared to $1.0 million for the six months ended July 31,
1996. This change is primarily due to fluctuations in accounts
receivable and inventories resulting from the Company's growth.
Expenditures for property and equipment were $18.7 million for the six
months ended July 31, 1997 compared to $8.3 million for the six months
ended July 31, 1996. Capital expenditures for property and equipment,
not including amounts for business acquisitions, are expected to be
approximately $22 million for fiscal year 1998.
Cash payments for business acquisitions accounted for as purchases
totaled $5.2 million for the six months ended July 31, 1997. In
addition, the Company issued approximately 382,000 of its common shares
valued at approximately $9.4 million for such purchases.
Principal reductions on long-term debt were $4.8 million for the six
months ended July 31, 1997 compared to $13.2 million for the prior year
six months. These amounts are attributed primarily to the repayment of
debt assumed as a result of certain business acquisitions. Dividend
payments were $2.5 million during the six months ended July 31, 1997 and
$3.3 million (including $2.0 million in cash dividends of pooled
companies) during the six months ended July 31, 1996.
As discussed in Note 5 of the Notes to Consolidated Financial
Statements, in August 1997 the Company issued $80 million of senior
notes in a private placement. The proceeds of this offering were used
to reduce indebtedness outstanding under the Company's bank debt.
In August 1997, the Company's revolving credit and line of credit
agreement with a group of banks was amended. The agreement now permits
the Company to borrow up to $180 million ($150 million previously).
After giving effect to this amendment and the issuance of the $80
million of senior notes as set forth above, the Company would have had
$116 million of unused borrowing capacity (subject to borrowing
limitations under long-term debt covenants) as of July 31, 1997. With
this facility, the Company believes it has sufficient borrowing capacity
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 14
HUGHES SUPPLY, INC.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The 1997 Annual Meeting of Shareholders (the "Annual Meeting") was held
on May 20, 1997. At the Annual Meeting, holders of 10,324,484 shares of
the Company's common stock were present in person or by proxy. At the
Annual Meeting, Messrs. Robert N. Blackford, A. Stewart Hall, Jr., H.
Corbin Day and Donald C. Martin were elected directors of the Company to
hold office until the 2000 Annual Meeting and until the election and
qualification of their respective successors or until the earlier of
their death, resignation or removal. The tabulation of the votes
present in person or by proxy at the Annual Meeting with respect to each
nominee for office are as follows:
Authority
For Withheld
Robert N. Blackford 10,097,396 227,088
A. Stewart Hall, Jr. 10,097,396 227,088
H. Corbin Day 10,097,396 227,088
Donald C. Martin 10,097,396 227,088
Messrs. David H. Hughes, Vincent S. Hughes, John D. Baker II, John B.
Ellis, Clifford M. Hames and Herman B. McManaway each continued their
term of office as a director of the Company after the Annual Meeting.
The shareholders of the Company also voted on proposals to: (i) amend
the Company's Restated Articles of Incorporation to increase the number
of authorized shares of common stock, $1.00 par value per share, from 20
million shares to 100 million shares ("Proposal 1"); and (ii) approve
the 1997 Executive Stock Plan ("Proposal 2").
The tabulation of votes with respect to the foregoing proposals are as
follows:
Authority
For Withheld Abstain
Proposal 1 7,030,655 3,273,515 20,314
Proposal 2 8,191,482 2,077,008 55,994
Page 15
Item 5. Other Information
The Company entered into an Amended and Restated Revolving Credit and
Line of Credit Agreement, dated as of August 18, 1997 (the "Amended
Credit Agreement"), with SunTrust Bank, Central Florida, National
Association, ("SunTrust"), individually, as Agent, SouthTrust Bank,
National Association ("SouthTrust"), NationsBank, N.A. ("NationsBank"),
First Union National Bank ("First Union"), Barnett Bank, N.A.
("Barnett") and PNC Bank, Kentucky, Inc. ("PNC") (SunTrust, SouthTrust,
NationsBank, First Union, Barnett and PNC are collectively referred to
herein as the "Lenders"). The Amended Credit Agreement provides for the
amendment and restatement of the Company's existing credit facility with
the Lenders (other than PNC and Barnett) and SunTrust Bank, Atlanta and
for a Revolving Loan Commitment and a Line of Credit Commitment of $130
million and $50 million, respectively.
Pursuant to the Note Purchase Agreement, dated as of August 28, 1997
(the "Note Purchase Agreement"), by and among the Company and certain
purchasers identified in Schedule A of the Note Purchase Agreement, the
Company issued $40 million of its 7.14% Senior Notes (the "Series A
Notes") and $40 million of its 7.19% Senior Notes (the "Series B
Notes"). Both the Series A Notes and the Series B Notes are due May 30,
2012.
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, filed as
Exhibit 3.1 to Form 10-Q for the quarter ended April 30,
1997 (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.
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).
Page 16
(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).
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
(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
Page 17
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).
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).
Page 18
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).
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).
Page 19
(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).
10.13 Lease Agreement dated April 14, 1997 between Union
Warehouse & Realty Co. and the Registrant, filed as
Exhibit 10.13 to Form 10-Q for the quarter ended April
30, 1997 (Commission File No. 001-08772).
10.14 Amended and Restated Revolving Credit Agreement and Line
of Credit Agreement, dated as of August 18, 1997, by and
among the Company, SunTrust, SouthTrust, NationsBank,
First Union, Barnett and PNC. The Amended Credit
Agreement contains a table of contents identifying the
contents of Schedules and Exhibits, all of which have
been omitted. The Company agrees to furnish a
supplemental copy of any omitted Schedule or Exhibit to
the Commission upon request.
10.15 Note Purchase Agreement, dated as of August 28, 1997, by
and among the Company and certain purchasers identified
in Schedule A of the Note Purchase Agreement.
(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.
Page 20
(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
There were no reports on Form 8-K filed during the quarter
ended July 31, 1997.
Page 21
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 9, 1997 By: /s/ David H. Hughes
David H. Hughes, Chairman of
the Board and Chief Executive
Officer
Date: September 9, 1997 By: /s/ J. Stephen Zepf
J. Stephen Zepf, Treasurer,
Chief Financial Officer and
Chief Accounting Officer
Page 22
INDEX OF EXHIBITS FILED WITH THIS REPORT
4.1 Specimen Stock Certificate representing shares of the
Registrant's common stock, $1.00 par value.
10.14 Amended and Restated Revolving Credit Agreement and Line of
Credit Agreement, dated as of August 18, 1997, by and among
the Company, SunTrust, SouthTrust, NationsBank, First Union,
Barnett and PNC. The Amended Credit Agreement contains a
table of contents identifying the contents of Schedules and
Exhibits, all of which have been omitted. The Company agrees
to furnish a supplemental copy of any omitted Schedule or
Exhibit to the Commission upon request.
10.15 Note Purchase Agreement, dated as of August 28, 1997, by and
among the Company and certain purchasers identified in
Schedule A of the Note Purchase Agreement.
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 23