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, 1998
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 26, 1998
$1 Par Value 23,033,664
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, 1998 and January 30, 1998 ........... 3 - 4
Consolidated Statements of Income for the
Three Months Ended April 30, 1998 and 1997 .... 5
Consolidated Statements of Cash Flows for the
Three Months Ended April 30, 1998 and 1997 .... 6
Notes to Consolidated Financial Statements .... 7 - 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations ................................. 10 - 13
Part II. Other Information
Item 2. Changes in Securities and Use of Proceeds ..... 14
Item 5. Other Information ............................. 14
Item 6. Exhibits and Reports on Form 8-K .............. 14 - 18
Signatures .................................... 19
Index of Exhibits Filed with This Report ...... 20
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 30,
1998 1998
---------- ----------
ASSETS
Current Assets:
Cash and cash equivalents $ 9,255 $ 7,661
Accounts receivable, less allowance for
losses of $5,353 and $3,136 329,809 282,880
Inventories 364,802 346,312
Deferred income taxes 10,798 9,708
Other current assets 17,024 17,600
---------- ----------
Total current assets 731,688 664,161
Property and Equipment, Net 116,634 105,421
Excess of Cost over Net Assets Acquired 155,944 153,052
Deferred Income Taxes - 3,438
Other Assets 16,736 15,957
---------- ----------
$1,021,002 $ 942,029
========== ==========
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 30,
1998 1998
---------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 515 $ 603
Accounts payable 180,155 150,042
Accrued compensation and benefits 19,152 20,602
Other current liabilities 29,649 18,571
---------- ----------
Total current liabilities 229,471 189,818
Long-Term Debt 357,268 335,207
Other Noncurrent Liabilities 2,786 2,662
---------- ----------
Total liabilities 589,525 527,687
---------- ----------
Commitments and Contingencies
Shareholders' Equity:
Preferred stock - -
Common stock-23,033,664 and
22,500,135 shares issued and outstanding 23,034 22,500
Capital in excess of par value 209,620 203,006
Retained earnings 200,069 190,078
Unearned compensation related to
outstanding restricted stock (1,246) (1,242)
---------- ----------
Total shareholders' equity 431,477 414,342
---------- ----------
$1,021,002 $ 942,029
========== ==========
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,
1998 1997
---------- ----------
Net Sales $ 582,042 $ 434,526
Cost of Sales 456,764 340,632
---------- ----------
Gross Profit 125,278 93,894
---------- ----------
Operating Expenses:
Selling, general and administrative 96,790 72,222
Depreciation and amortization 5,645 4,655
Provision for doubtful accounts 523 394
---------- ----------
Total operating expenses 102,958 77,271
---------- ----------
Operating Income 22,320 16,623
---------- ----------
Non-Operating Income and (Expenses):
Interest and other income 1,527 1,279
Interest expense (6,086) (4,160)
---------- ----------
(4,559) (2,881)
---------- ----------
Income Before Income Taxes 17,761 13,742
Income Taxes 7,015 5,079
---------- ----------
Net Income $ 10,746 $ 8,663
========== ==========
Earnings Per Share:
Basic $ .47 $ .47
========== ==========
Diluted $ .47 $ .46
========== ==========
Average Shares Outstanding:
Basic 22,664 18,365
========== ==========
Diluted 22,937 18,662
========== ==========
Dividends Per Share $ .080 $ .073
========== ==========
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,
1998 1997
---------- ----------
Increase (Decrease) in Cash and Cash
Equivalents:
Cash flows from operating activities:
Cash received from customers $ 541,242 $ 402,472
Cash paid to suppliers and employees (541,259) (388,738)
Interest received 1,278 895
Interest paid (2,596) (2,097)
Income taxes paid (1,697) (567)
---------- ----------
Net cash provided by (used in)
operating activities (3,032) 11,965
---------- ----------
Cash flows from investing activities:
Capital expenditures (6,125) (6,279)
Proceeds from sale of
property and equipment 243 135
Business acquisitions, net of cash (627) (8,683)
---------- ----------
Net cash used in
investing activities (6,509) (14,827)
---------- ----------
Cash flows from financing activities:
Net borrowings under short-term
debt arrangements 22,495 11,903
Principal payments on:
Long-term notes (9,383) (2,407)
Capital lease obligations (177) (246)
Proceeds from stock options exercised 175 200
Purchase of common shares (175) (76)
Dividends paid (1,800) (1,731)
---------- ----------
Net cash provided by
financing activities 11,135 7,643
---------- ----------
Net Increase in Cash and
Cash Equivalents 1,594 4,781
Cash and Cash Equivalents:
Beginning of period 7,661 6,329
---------- ----------
End of period $ 9,255 $ 11,110
========== ==========
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 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 April 30,
1998, and the results of operations and cash flows for the three
months ended April 30, 1998 and 1997. The results of operations
for the three months ended April 30, 1998 are not necessarily
indicative of the results that may be expected for the full year.
The fiscal year of the Company is a 52-week period ending on the
last Friday in January. The quarters ended April 30, 1998 and 1997
each contained 13 weeks.
The Company adopted Statement of Financial Accounting Standards No.
128, Earnings per Share ("SFAS 128") commencing in the period ended
January 30, 1998. Accordingly, these financial statements include
the presentation of both basic and diluted earnings per share.
Basic earnings per share is calculated by dividing net income by
the weighted-average number of shares outstanding. Diluted
earnings per share is calculated by dividing net income by the
weighted-average number of shares outstanding, adjusted for
dilutive potential common shares. The weighted-average number of
shares used in calculating basic earnings per share were 22,664,000
and 18,365,000 for the three months ended April 30, 1998 and 1997,
respectively. In calculating diluted earnings per share, these
amounts were adjusted to include 273,000 and 297,000 of dilutive
potential common shares for the three months ended April 30, 1998
and 1997, respectively. The Company's dilutive potential common
shares consist of stock options and restricted stock. Earnings per
share data for prior periods was restated to give effect to the
Company's adoption of SFAS 128.
Effective February 1, 1998, the Company adopted Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive
Income ("SFAS 130"). SFAS 130 established standards for reporting
and display of comprehensive income and its components in the
financial statements. The adoption of this standard had no impact
on the Company's financial reporting.
2. During the three months ended April 30, 1998, the Company acquired
three 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.
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,
1998 1997
---------- ----------
Net income $ 10,746 $ 8,663
Adjustments to reconcile net
income to net cash provided by
(used in) operating activities:
Depreciation and amortization 5,645 4,655
Provision for doubtful accounts 523 394
Other, net (60) (185)
Changes in assets and liabilities,
net of effects of business
acquisitions:
(Increase) decrease in:
Accounts receivable (40,954) (32,253)
Inventories (10,950) (14,519)
Other current assets 715 5,870
Other assets (3,598) (1,178)
Increase (decrease) in:
Accounts payable and accrued
expenses 26,011 33,814
Accrued interest and income
taxes 8,173 7,506
Other noncurrent liabilities 124 129
(Increase) decrease in deferred
income taxes 593 (931)
---------- ----------
Net cash provided by (used in)
operating activities $ (3,032) $ 11,965
========== ==========
Page 8
HUGHES SUPPLY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(unaudited) (dollars in thousands, except per share data)
4. Subsequent events:
On May 5, 1998, the Company issued $50,000 of senior notes due 2013
in a private placement. The notes bear interest at 6.74% and will
be payable in 21 equal semi-annual payments beginning in 2003.
Proceeds received by the Company from the sale of the notes were
used to reduce indebtedness outstanding under the Company's
revolving credit facility and line of credit agreement (the "credit
agreement").
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, 1998, and the results of operations for the
three months then ended.
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 Exchange 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
contained herein and in the Company's Form 10-K for the fiscal year
ended January 30, 1998.
Material Changes in Results of Operations
Net Sales
Net sales were $582 million for the quarter ended April 30, 1998, a 34%
increase over the prior year's first quarter. Newly-acquired and opened
wholesale branches provided 28 percentage points of the 34% increase.
The remainder of the increase is attributable to same-store sales, which
increased 6% over the prior year's first quarter.
Page 10
Gross Profit
Gross profit and gross margin for the three months ended April 30, 1998
and 1997 were as follows (dollars in thousands):
1998 1997 Variance
Gross profit $125,278 $ 93,894 $ 31,384 33%
Gross margin 21.5% 21.6%
During the first quarter ended April 30, 1998, the Company experienced
weaker stainless steel pricing in its industrial pipe, plate, valves and
fittings product group related to declining stainless steel prices in
Asian markets, currency fluctuations and the resulting impact of these
factors on domestic stainless steel pricing. This decline was partially
offset by an overall increase in gross margin in the Company's other
product groups which primarily resulted from expansion of product
offerings to lines with better margins, efficiencies created with
central distribution centers, increased volume, enhanced purchasing
power 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, 1998 and 1997
were as follows (dollars in thousands):
1998 1997 Variance
Operating expenses $102,958 $ 77,271 $ 25,687 33%
Percentage of net sales 17.7% 17.8%
Newly-opened wholesale branches and recent acquisitions accounted for
approximately 27 percentage points of the 33% increase. 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 was $1.5 million and $1.3 million for the
quarters ended April 30, 1998 and 1997, respectively, a 19% increase.
The increase is primarily the result of higher levels of accounts
receivable and the related collection of service charge income on
delinquent accounts receivable.
Interest expense was $6.1 million and $4.2 million for the quarters
ended April 30, 1998 and 1997, respectively, a 46% increase. The
increase is primarily the result of higher borrowing levels as interest
rates remained relatively stable. Expansion through business
acquisitions has been partially funded by debt financing.
Page 11
Income Taxes
The effective income tax rates for the three months ended April 30, 1998
and 1997 were 39.5% and 37.0%, respectively. On January 30, 1998, Chad
Supply, Inc. ("Chad") merged its operations with the Company in a
transaction that was accounted for as a pooling of interests. Prior to
its merger with the Company, Chad was a Subchapter S corporation and,
therefore, not subject to corporate income tax. Chad's Subchapter S
corporation status terminated upon the merger with the Company. As a
result, the Company's effective tax 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 39.5% assuming Chad was a tax paying entity.
Net Income
Net income was $10.7 million for the first quarter compared to $8.7
million for the prior year's first quarter, a 24% increase. Diluted
earnings per share for the first quarter were $.47 compared to $.46 in
the prior year's first quarter on 23% more shares outstanding. These
improved results reflect operating leverage that has been achieved
through the Company's acquisition and internal growth programs, and the
resulting purchasing and administrative synergies.
Liquidity and Capital Resources
Working capital at April 30, 1998 totaled $502 million compared to $474
million at January 30, 1998. The working capital ratio was 3.2 to 1 and
3.5 to 1 as of April 30, 1998 and January 30, 1998, 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 in operations was $3.0 million for the three months ended
April 30, 1998 compared to net cash provided by operations of $12.0
million for the three months ended April 30, 1997. This change is
primarily due to increases in accounts receivable and inventories
resulting from the Company's growth.
Expenditures for property and equipment were $6.1 million for the three
months ended April 30, 1998 compared to $6.3 million for the three
months ended April 30, 1997. Capital expenditures for property and
equipment, not including amounts for business acquisitions, are expected
to be approximately $24 million for fiscal year 1999.
Cash payments for business acquisitions accounted for as purchases
totaled $.6 million for the three months ended April 30, 1998. In
addition, the Company issued approximately 189,000 shares of its common
stock valued at approximately $4.9 million for such purchases.
Page 12
Principal reductions on long-term debt were $9.4 million for the three
months ended April 30, 1998 compared to $2.4 million for the same period
in the prior year. These amounts are primarily attributable to the
repayment of debt assumed as a result of certain business acquisitions.
Dividend payments were $1.8 million and $1.7 million during the three
months ended April 30, 1998 and 1997, respectively.
As discussed in Note 4 of the Notes to Consolidated Financial
Statements, in May 1998 the Company issued $50 million of 6.74% senior
notes due 2013 in a private placement. The proceeds of this private
placement were used to reduce indebtedness outstanding under the
Company's credit agreement.
After giving effect to the issuance of the $50 million of senior notes
as set forth above, the Company would have had approximately $58 million
of unused borrowing capacity (subject to borrowing limitations under
long-term debt covenants) as of April 30, 1998. With this facility,
management believes that the Company has sufficient borrowing capacity
to fund ongoing operating requirements and anticipated capital
expenditures. The Company expects to continue to finance future
expansion on a project-by-project basis through additional borrowing or
through the issuance of common stock.
Page 13
HUGHES SUPPLY, INC.
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
(c) On March 2, 1998, the Company issued 272,678 shares of common
stock in connection with the acquisition of San Antonio
Plumbing Distributors, Inc. On April 23, 1998, the Company
issued 188,709 shares of common stock in connection with the
acquisition of Union Warehouse and Realty Company. The
issuance of these shares was not registered under the
Securities Act of 1933, as amended, in reliance on the
exemption provided by Section 4(2) thereunder for transactions
not involving a public offering.
Item 5. Other Information
Pursuant to the Note Purchase Agreement, dated as of May 5, 1998 (the
"Note Purchase Agreement"), by and among the Company and certain
purchasers identified in Schedule A of the Note Purchase Agreement, the
Company issued $50 million of its 6.74% senior notes due 2013.
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,
incorporated by reference to 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, incorporated by reference
to Exhibit 3.2 to Form 10-K for the fiscal year ended
January 30, 1998 (Commission File No. 001-08772).
(4) Instruments defining the rights of security holders, including
indentures.
4.1 Form of Common Stock Certificate representing shares of
the Registrant's common stock, $1.00 par value,
incorporated by reference to Exhibit 4.1 to Form 10-Q for
the quarter ended July 31, 1997 (Commission File No. 001-
08772).
Page 14
4.2 Resolution Approving and Implementing Shareholder Rights
Plan incorporated by reference to Exhibit 4.4 to Form 8-K
dated May 17, 1988 (Commission File No. 0-5235).
4.3 Rights Agreement dated as of May 20, 1998 between Hughes
Supply, Inc. and American Stock Transfer & Trust Company,
incorporated by reference to Exhibit 99.2 to Form 8-A
dated May 22, 1998 (Commission File No. 001-08772).
(10) Material contracts.
10.1 Lease Agreements with Hughes, Inc.
(a) Orlando Trucking, Garage and Maintenance Operations
dated December 1, 1971, incorporated by reference
to 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, incorporated by
reference to 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, incorporated by reference to Exhibit
10.1(i) to Form 10-K for the fiscal year ended
January 30, 1987 (Commission File No. 0-5235).
Page 15
(d) Lease agreement dated June 1, 1987, between Hughes,
Inc. and the Registrant, for additional Sarasota
property, incorporated by reference to Exhibit
10.1(j) to Form 10-K for the fiscal year ended
January 29, 1988 (Commission File No. 0-5235).
(e) Lease dated March 11, 1992, incorporated by
reference to 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
(f) Amendments to leases between Hughes, Inc. and
Hughes Supply, Inc., dated April 1, 1998, amending
the leases for the thirteen properties listed in
Exhibit 10.1(b), (d) and (e), incorporated by
reference to Exhibit 10.1 to Form 10-K for the
fiscal year ended January 30, 1998 (Commission File
No. 001-08772).
10.2 Hughes Supply, Inc. 1988 Stock Option Plan as amended
March 12, 1996 incorporated by reference to 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, incorporated by reference to Exhibit
10.6 to Form 10-K for the fiscal year ended January 30,
1987 (Commission File No. 0-5235).
10.4 Directors' Stock Option Plan, as amended, incorporated by
reference to Exhibit 10.4 to Form 10-K for the fiscal
year ended January 30, 1998 (Commission File No. 001-
08772).
10.5 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 for the Annual Meeting of
Shareholders To Be Held May 24, 1994 (Commission File No.
001-08772).
Page 16
10.6 Hughes Supply, Inc. Amended Senior Executives' Long-Term
Incentive Bonus Plan, adopted January 25, 1996,
incorporated by reference to Exhibit 10.9 to Form 10-K
for the fiscal year ended January 26, 1996 (Commission
File No. 001-08772).
10.7 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, incorporated by reference
to 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.
10.8 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,
incorporated by reference to Exhibit 10.15 to Form 10-Q
for the quarter ended July 31, 1997 (Commission File No.
001-08772).
10.9 Hughes Supply, Inc. 1997 Executive Stock Plan (the
"Plan") incorporated by reference to the description of
the Plan set forth under Exhibit A of the Registrant's
Proxy Statement for the Annual Meeting of Shareholders to
be held May 20, 1997 (Commission File No. 001-08772).
10.10 Note Purchase Agreement, dated as of May 29, 1996, by and
among the Company and certain purchasers identified in
Schedule A of the Note Purchase Agreement, incorporated
by reference to Exhibit 10.13 to Form 10-K for the fiscal
year ended January 30, 1998 (Commission File No. 001-
08772).
10.11 Note Purchase Agreement, dated as of May 5, 1998, 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. Not
applicable.
(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.
Page 17
(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
There were no reports on Form 8-K filed during the quarter
ended April 30, 1998.
Page 18
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: May 26, 1998 By: /s/ David H. Hughes
David H. Hughes, Chairman of
the Board and Chief Executive
Officer
Date: May 26, 1998 By: /s/ J. Stephen Zepf
J. Stephen Zepf, Treasurer,
Chief Financial Officer and
Chief Accounting Officer
Page 19
INDEX OF EXHIBITS FILED WITH THIS REPORT
10.11 Note Purchase Agreement, dated as of May 5, 1998, by and among
the Company and certain purchasers identified in Schedule A of
the Note Purchase Agreement.
27.1 Financial data schedule (filed electronically only).
Page 20