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, 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 December 1, 1997 $1 Par Value 18,866,250 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, 1997 and January 31, 1997 ......... 3 - 4 Consolidated Statements of Income for the Three Months Ended October 31, 1997 and 1996 .. 5 Consolidated Statements of Income for the Nine Months Ended October 31, 1997 and 1996 ... 6 Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 1997 and 1996 ... 7 Notes to Consolidated Financial Statements .... 8 - 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ................................. 12 - 15 Part II. Other Information 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) October 31, January 31, 1997 1997 ----------- ----------- ASSETS Current Assets: Cash and cash equivalents $ 10,132 $ 6,329 Accounts receivable, less allowance for losses of $6,048 and $3,809 269,129 195,200 Inventories 268,974 250,113 Deferred income taxes 11,272 12,761 Other current assets 15,622 12,366 --------- --------- Total current assets 575,129 476,769 Property and Equipment, net 96,747 73,038 Excess of Cost over Net Assets Acquired 99,406 89,755 Deferred Income Taxes 2,191 2,204 Other Assets 13,675 7,736 --------- --------- $ 787,148 $ 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) October 31, January 31, 1997 1997 ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 3,666 $ 3,108 Accounts payable 137,728 112,004 Accrued compensation and benefits 19,125 16,508 Other current liabilities 25,271 14,768 --------- --------- Total current liabilities 185,790 146,388 Long-Term Debt 271,199 221,988 Other Noncurrent Liabilities 2,612 2,199 --------- --------- Total liabilities 459,601 370,575 --------- --------- Commitments and Contingencies Shareholders' Equity: Preferred stock - - Common stock-18,584,811 and 17,277,169 shares issued and outstanding 18,585 17,277 Capital in excess of par value 127,379 109,161 Retained earnings 182,860 152,489 Unearned compensation related to outstanding restricted stock (1,277) - --------- --------- Total shareholders' equity 327,547 278,927 --------- --------- $ 787,148 $ 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 October 31, 1997 1996 ---------- ---------- Net Sales $ 486,346 $ 405,353 Cost of Sales 381,448 319,892 ---------- ---------- Gross Profit 104,898 85,461 ---------- ---------- Operating Expenses: Selling, general and administrative 74,578 61,033 Depreciation and amortization 4,505 4,106 Provision for doubtful accounts 460 1,018 ---------- ---------- Total operating expenses 79,543 66,157 ---------- ---------- Operating Income 25,355 19,304 ---------- ---------- Non-Operating Income and (Expenses): Interest and other income 1,283 1,057 Interest expense (4,920) (3,677) ---------- ---------- (3,637) (2,620) ---------- ---------- Income Before Income Taxes 21,718 16,684 Income Taxes 8,580 6,269 ---------- ---------- Net Income $ 13,138 $ 10,415 ========== ========== Earnings Per Share: Primary $ .70 $ .61 ========== ========== Fully diluted $ .70 $ .61 ========== ========== Average Shares Outstanding: Primary 18,719 16,970 ========== ========== Fully diluted 18,774 16,979 ========== ========== Dividends Per Share $ .08 $ .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, 1997 1996 ---------- ---------- Net Sales $1,369,125 $1,150,670 Cost of Sales 1,075,200 914,270 ---------- ---------- Gross Profit 293,925 236,400 ---------- ---------- Operating Expenses: Selling, general and administrative 215,157 177,694 Depreciation and amortization 13,353 10,638 Provision for doubtful accounts 967 2,701 ---------- ---------- Total operating expenses 229,477 191,033 ---------- ---------- Operating Income 64,448 45,367 ---------- ---------- Non-Operating Income and (Expenses): Interest and other income 3,763 4,665 Interest expense (13,334) (9,603) ---------- ---------- (9,571) (4,938) ---------- ---------- Income Before Income Taxes 54,877 40,429 Income Taxes 21,679 15,293 ---------- ---------- Net Income $ 33,198 $ 25,136 ========== ========== Earnings Per Share: Primary $ 1.82 $ 1.64 ========== ========== Fully diluted $ 1.81 $ 1.64 ========== ========== Average Shares Outstanding: Primary 18,203 15,312 ========== ========== Fully diluted 18,307 15,363 ========== ========== Dividends Per Share $ .23 $ .19 ========== ========== 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, 1997 1996 ---------- ---------- Increase (Decrease) in Cash and Cash Equivalents: Cash flows from operating activities: Cash received from customers $1,309,474 $1,112,764 Cash paid to suppliers and employees (1,282,670) (1,085,918) Interest received 2,874 2,967 Interest paid (10,220) (6,564) Income taxes paid (17,390) (15,269) ---------- ---------- Net cash provided by operating activities 2,068 7,980 ---------- ---------- Cash flows from investing activities: Capital expenditures (28,130) (11,824) Proceeds from sale of property and equipment 399 1,721 Business acquisitions, net of cash (8,055) (89,952) ---------- ---------- Net cash used in investing activities (35,786) (100,055) ---------- ---------- Cash flows from financing activities: Net payments under short-term debt arrangements (27,628) (35,182) Principal payments on: Long-term notes (10,692) (14,266) Capital lease obligations (806) (843) Proceeds from issuance of long-term debt 80,000 98,000 Net proceeds from sale of common stock - 48,197 Proceeds from stock options exercised 822 869 Purchase of common shares (285) (395) Dividends paid (3,890) (4,526) ---------- ---------- Net cash provided by financing activities 37,521 91,854 ---------- ---------- Net Increase (Decrease) in Cash and Cash Equivalents 3,803 (221) Cash and Cash Equivalents: Beginning of period 6,329 3,644 ---------- ---------- End of period $ 10,132 $ 3,423 ========== ========== 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 October 31, 1997, the results of operations for the three months and nine months ended October 31, 1997 and 1996, and cash flows for the nine 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 nine months ended October 31, 1997 and 1996 contained 39 weeks and 40 weeks, respectively, and the quarters ended October 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 nine months ended October 31, 1997, the Company acquired nine 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 August 18, 1997, the Company's revolving credit and line of credit agreement (the "credit agreement") with a group of banks was amended. The credit agreement, as amended, now permits the Company to borrow up to $180,000 (subject to borrowing limitations under the credit 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. Page 8 HUGHES SUPPLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) (dollars in thousands, except per share data) 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 credit agreement. In connection with the issuance of the senior notes, on August 27, 1997 the Company entered into an interest rate swap agreement. The interest rate swap agreement effectively converts the Company's $40,000 of 7.19% senior notes due 2012 from fixed-rate debt to floating-rate debt based on six-month London Interbank Offered Rates (LIBOR) less a predetermined spread. 4. 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. 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. On August 20, 1997, the Company granted 50,000 shares of restricted stock with a market value of $1,300 to certain key employees. The market value of the restricted stock was recorded as unearned compensation and is being charged to expense over the shorter of the 10-year vesting period, or the period of time from the date of grant through the date when the employee reaches age 65. On September 30, 1997, the Company's Board of Directors increased the regular quarterly cash dividend from $.075 per share to $.08 per share effective for the third quarter dividend which was payable on November 14, 1997 to shareholders of record on November 3, 1997. Page 9 HUGHES SUPPLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) (dollars in thousands, except per share data) 5. The following is a reconciliation of net income to net cash provided by (used in) operating activities: Nine months ended October 31, 1997 1996 ---------- ---------- Net income $ 33,198 $ 25,136 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 8,854 6,968 Amortization 4,499 3,670 Provision for doubtful accounts 967 2,701 Other, net (382) (660) Changes in assets and liabilities, net of effects of acquisitions: (Increase) decrease in: Accounts receivable (60,135) (38,944) Inventories (7,094) (6,340) Other current assets (2,998) 5,969 Other assets (5,740) (274) Increase (decrease) in: Accounts payable and accrued expenses 23,083 6,343 Accrued interest and income taxes 5,828 5,500 Other noncurrent liabilities 413 348 (Increase) decrease in deferred income taxes 1,575 (2,437) ---------- ---------- Net cash provided by operating activities $ 2,068 $ 7,980 ========== ========== Page 10 HUGHES SUPPLY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (unaudited) (dollars in thousands, except per share data) 6. Subsequent events: On November 24, 1997, the Company entered into an agreement to acquire all of the common stock of Mountain Country Supply ("Mountain Country"). Mountain Country is a wholesale distributor of plumbing supplies, water and sewer equipment and supplies, and HVAC equipment and supplies with 10 locations in Arizona. Mountain Country's sales for its current fiscal year ending December 31, 1997 are expected to be approximately $100,000. The transaction will be accounted for as a purchase. The acquisition is subject to a number of contingencies including certain regulatory approvals. It is anticipated that the transaction will close in January 1998. Page 11 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, 1997, and the results of operations for the three and nine months then ended. As described in Note 4 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 were $486 million for the quarter ended October 31, 1997, a 20% increase over the prior year's third quarter. Net sales for the nine months were $1.37 billion which was 19% ahead of last year. On a basis comparable to the prior year, the Company experienced a same-store net sales increase of 6% and 7% for the three and nine months ended October 31, 1997, respectively. The remaining increase in net sales is attributable to newly-opened and acquired wholesale outlets. Page 12 The same-store sales increase of 6% for the third quarter was below the high single-digit increases the Company has achieved in recent years. This was primarily due to the adverse impact that 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 nine months ended October 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 $ 104,898 21.6% $ 85,461 21.1% $ 19,437 22.7% Nine months ended $ 293,925 21.5% $ 236,400 20.5% $ 57,525 24.3% 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 nine months ended October 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 $ 79,543 16.4% $ 66,157 16.3% $ 13,386 20.2% Nine months ended $ 229,477 16.8% $ 191,033 16.6% $ 38,444 20.1% Approximately 13 and 15 percentage points of the 20.2% and 20.1% increases in operating expenses for the three and nine months ended October 31, 1997, respectively, is attributable to newly-opened wholesale outlets and recent acquisitions. The remainder of the increase is primarily due to higher personnel expenses, including health care costs, and higher transportation costs associated with same-store sales growth. Non-Operating Income and Expenses Interest and other income increased $.2 million and decreased $.9 million for the three and nine months ended October 31, 1997, respectively, over the prior year periods. The decrease of $.9 million for the nine month period is primarily attributable to non-recurring gains recognized on the sale of property and equipment in the prior year. Page 13 Interest expense was $4.9 million and $13.3 million for the three and nine months ended October 31, 1997 compared to $3.7 million and $9.6 million for the three and nine months ended October 31, 1996, respectively. The increases are the result of higher borrowing levels partially offset by lower interest rates. 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, 1997 and 1996 were as follows: 1997 1996 Three months ended 39.5% 37.6% Nine months ended 39.5% 37.8% Prior to the mergers on April 26, 1996 with Electric Laboratories and Sales Corporation and ELASCO Agency Sales, Inc. (collectively, "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 nine months ended October 31, 1997 compared to the prior year periods. The Company's effective tax rate for the three and nine months ended October 31, 1996 would have been approximately 40% assuming ELASCO, Metals, Incorporated and Stainless Tubular Products, Inc. were tax paying entities. Net Income Net income for the third quarter increased 26% to $13.1 million. Fully diluted earnings per share for the third quarter were $.70 compared to $.61 in the prior year, a 15% increase with 11% more shares outstanding. For the nine months ended October 31, 1997, net income reached $33.2 million, a 32% increase over the nine months ended October 31, 1996. Fully diluted earnings per share for the nine months ended October 31, 1997 and 1996 were $1.81 and $1.64, respectively. This increase of 10% was on 19% more shares outstanding. These improved results reflect operating leverage that has been achieved through the Company's acquisition program and the resulting purchasing and administrative synergies, as well as through internal growth. Operating margins (operating income as a percentage of net sales) have improved to 5.2% and 4.7% for the three and nine months ended October 31, 1997, compared to 4.8% and 3.9% for the three and nine months ended October 31, 1996, respectively. Page 14 Liquidity and Capital Resources Working capital at October 31, 1997 amounted to $389 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 October 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 provided by operations was $2.1 million for the nine months ended October 31, 1997 compared to $8.0 million for the nine months ended October 31, 1996. This change is primarily due to increases in accounts receivable and inventories resulting from the Company's growth. Expenditures for property and equipment were $28.1 million for the nine months ended October 31, 1997 compared to $11.8 million for the nine months ended October 31, 1996. Capital expenditures for property and equipment, not including amounts for business acquisitions, are expected to be approximately $32 million for fiscal year 1998. Cash payments for business acquisitions accounted for as purchases totaled $8.1 million for the nine months ended October 31, 1997. In addition, the Company issued approximately 607,000 of its common shares valued at approximately $15.2 million for such purchases. Principal reductions on long-term debt were $10.7 million for the nine months ended October 31, 1997 compared to $14.3 million for the prior year nine months. These amounts are attributed primarily to the repayment of debt assumed as a result of certain business acquisitions. Dividend payments were $3.9 million during the nine months ended October 31, 1997 and $4.5 million (including $2.4 million in cash dividends of pooled companies) during the nine months ended October 31, 1996. As discussed in Note 3 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. Management believes that the Company has sufficient borrowing capacity, with approximately $92 million available under its existing credit facilities (subject to borrowing limitations under long-term debt covenants) as of October 31, 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 15 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, 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, filed as Exhibit 4.1 to Form 10-Q for the quarter ended July 31, 1997 (Commission File No. 001-08772). 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 16 (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 fiscal year ended January 30, 1987 (Commission File No. 0-5235). Page 17 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 1234 South Pleasantburg Drive, 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. for 213 North Pleasantburg Drive, Greenville, South Carolina property, 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 for 607 East Windsor St., Monroe, North Carolina property, 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, filed as Exhibit 10.14 to Form 10-Q for the quarter ended July 31, 1997 (Commission File No. 001-08772). 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, filed as Exhibit 10.15 to Form 10-Q for the quarter ended July 31, 1997 (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. Page 20 (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). 27.4 Restated financial data schedule (filed electronically only). (99) Additional exhibits. Not applicable. (b) Reports on Form 8-K During the quarter ended October 31, 1997, the Registrant filed a Current Report on Form 8-K dated July 17, 1997, which reported under Item 5 (Other Events) that the Registrant has restated its Selected Financial Data to give effect to a three-for-two stock split declared by the Registrant's Board of Directors on May 20, 1997 to shareholders of record as of July 10, 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: December 12, 1997 By: /s/ David H. Hughes David H. Hughes, Chairman of the Board and Chief Executive Officer Date: December 12, 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 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). 27.4 Restated financial data schedule (filed electronically only). Page 23