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, 1999 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 June 4, 1999 $1 Par Value 23,426,239 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, 1999 and January 29, 1999 ........... 3 - 4 Consolidated Statements of Income for the Three Months Ended April 30, 1999 and 1998 .... 5 Consolidated Statements of Cash Flows for the Three Months Ended April 30, 1999 and 1998 .... 6 Notes to Consolidated Financial Statements .... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ................................. 8 - 13 Part II. Other Information 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 29, 1999 1999 ---------- ---------- ASSETS Current Assets: Cash and cash equivalents $ 6,750 $ 6,010 Accounts receivable, less allowance for losses of $5,241 and $2,809 394,654 341,109 Inventories 427,305 409,734 Deferred income taxes 8,654 8,520 Other current assets 24,276 31,346 ---------- ---------- Total current assets 861,639 796,719 Property and Equipment, Net 132,919 127,632 Excess of Cost over Net Assets Acquired 207,094 181,622 Other Assets 20,737 17,540 ---------- ---------- $1,222,389 $1,123,513 ========== ========== 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 29, 1999 1999 ---------- ---------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 188 $ 39 Accounts payable 217,742 176,234 Accrued compensation and benefits 24,185 25,029 Other current liabilities 42,403 27,982 ---------- ---------- Total current liabilities 284,518 229,284 Long-Term Debt 449,304 402,203 Deferred Income Taxes 3,173 4,711 Other Noncurrent Liabilities 5,117 3,359 ---------- ---------- Total liabilities 742,112 639,557 ---------- ---------- Commitments and Contingencies Shareholders' Equity: Preferred stock - - Common stock-24,255,905 and 24,183,834 shares issued 24,256 24,184 Capital in excess of par value 220,888 219,558 Retained earnings 254,067 242,730 Treasury stock, 719,150 and no shares, at cost (15,685) - Unearned compensation related to outstanding restricted stock (3,249) (2,516) ---------- ---------- Total shareholders' equity 480,277 483,956 ---------- ---------- $1,222,389 $1,123,513 ========== ========== 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, 1999 1998 ---------- ---------- Net Sales $ 711,296 $ 602,031 Cost of Sales 554,938 472,754 ---------- ---------- Gross Profit 156,358 129,277 ---------- ---------- Operating Expenses: Selling, general and administrative 121,335 99,589 Depreciation and amortization 6,656 5,713 Provision for doubtful accounts 1,387 570 ---------- ---------- Total operating expenses 129,378 105,872 ---------- ---------- Operating Income 26,980 23,405 ---------- ---------- Non-Operating Income and (Expenses): Interest and other income 2,240 1,526 Interest expense (6,774) (6,256) ---------- ---------- (4,534) (4,730) ---------- ---------- Income Before Income Taxes 22,446 18,675 Income Taxes 9,091 7,072 ---------- ---------- Net Income $ 13,355 $ 11,603 ========== ========== Earnings Per Share: Basic $ .56 $ .49 ========== ========== Diluted $ .55 $ .49 ========== ========== Average Shares Outstanding: Basic 23,863 23,601 ========== ========== Diluted 24,240 23,874 ========== ========== Dividends Per Share $ .085 $ .080 ========== ========== 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, 1999 1998 ---------- ---------- Cash Flows from Operating Activities: Net income $ 13,355 $ 11,603 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 6,656 5,713 Provision for doubtful accounts 1,387 570 Other, net (274) (60) Changes in assets and liabilities, net of effects of business acquisitions: (Increase) in accounts receivable (47,645) (40,598) (Increase) in inventories (9,463) (11,342) Decrease in other current assets 7,460 1,369 (Increase) in other assets (3,285) (3,574) Increase in accounts payable and accrued liabilities 37,002 27,413 Increase in accrued interest and income taxes 12,238 8,190 (Decrease) increase in other noncurrent liabilities (110) 124 (Increase) decrease in net deferred income taxes (733) 593 ---------- ---------- Net cash provided by operating activities 16,588 1 ---------- ---------- Cash Flows from Investing Activities: Capital expenditures (6,984) (6,130) Proceeds from sale of property and equipment 79 243 Business acquisitions, net of cash (31,469) (627) ---------- ---------- Net cash used in investing activities (38,374) (6,514) ---------- ---------- Cash Flows from Financing Activities: Net borrowings under short-term debt arrangements 46,832 19,947 Principal payments on long-term debt (6,696) (9,584) Dividends paid (2,056) (2,524) Purchase of treasury stock (15,788) - Proceeds from stock options exercised 234 175 Purchase of common shares - (175) ---------- ---------- Net cash provided by financing activities 22,526 7,839 ---------- ---------- Net Increase in Cash and Cash Equivalents 740 1,326 Cash and Cash Equivalents: Beginning of period 6,010 8,204 ---------- ---------- End of period $ 6,750 $ 9,530 ========== ========== 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, 1999, the results of operations for the three months ended April 30, 1999 and 1998, and cash flows for the three months then ended. The results of operations for the three months ended April 30, 1999 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 three months ended April 30, 1999 and 1998 each contained 13 weeks. 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 23,863,000 and 23,601,000 for the three months ended April 30, 1999 and 1998, respectively. In calculating diluted earnings per share, these amounts were adjusted to include dilutive potential common shares of 377,000 and 273,000 for the three months ended April 30, 1999 and 1998, respectively. 2. During the three months ended April 30, 1999, the Company acquired three wholesale distributors of materials to the construction industry that were accounted for as purchases. These acquisitions, individually and in the aggregate, 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 March 15, 1999, the Board of Directors authorized the Company to repurchase up to 2.5 million of its outstanding shares of common stock. During the three months ended April 30, 1999, the Company repurchased 723,900 shares for a total cost of $15.8 million or an average of $21.81 per share. Page 7 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, 1999, 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, including but not limited to certain statements made regarding the Year 2000 Issue (as subsequently defined), 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 29, 1999. Material Changes in Results of Operations Net Sales Net sales were $711 million for the quarter ended April 30, 1999, an 18% increase over the prior year's first quarter. Approximately one-half of the increase in net sales was attributable to branches acquired and opened after January 31, 1998. The remainder of the increase was attributable to same-store sales, which increased 9% over the prior year's first quarter. The same-store sales increase of 9% for the quarter ended April 30, 1999 was primarily attributable to (i) continued growth of construction activity throughout the Company's market areas and (ii) strong demand across each of the Company's three major product categories: Fluid Control Products, Electrical Products and Specialty Products. This increase was partially offset, however, by the impact of lower prices on Page 8 certain commodity-based products, as further discussed below. Gross Profit Gross profit and gross margin for the three months ended April 30, 1999 and 1998 were as follows (dollars in thousands): 1999 1998 Variance -------- -------- ---------------- Gross profit $156,358 $129,277 $27,081 21% Gross margin 22.0% 21.5% The improvement in gross margins resulted from several factors, including the Company's expansion of higher-margin product groups through acquisitions, efficiencies created with central distribution centers and enhanced purchasing power. The enhanced purchasing power was attributable to increased volume and concentration of supply sources as part of the Company's preferred vendor program. Although the gross margin percentage for the three months ended April 30, 1999 was relatively unaffected by lower pricing of certain commodity-based products, total gross profit dollars for the quarter were negatively impacted by these declines. The lower pricing was the result of continued deflationary pressure over the past year on the pricing of certain of the Company's products whose manufacture is reliant on certain commodities, including stainless steel, nickel alloys, copper, aluminum and plastic. Operating Expenses Operating expenses for the three months ended April 30, 1999 and 1998 were as follows (dollars in thousands): 1999 1998 Variance -------- -------- ---------------- Operating expenses $129,378 $105,872 $23,506 22% Percentage of net sales 18.2% 17.6% Approximately 12 percentage points of the 22% increase in operating expenses for the three months ended April 30, 1999 was attributable to branches acquired and opened after January 31, 1998. The remainder of the increase was primarily due to (i) higher personnel and transportation costs associated with same-store sales growth and (ii) higher expenses associated with the Company's program of upgrading its information technology ("IT") systems. Although upgrading the IT systems has increased operating expenses, the Company believes this investment will provide a platform for future growth and enable it to realize more administrative synergies from past and future acquisitions. Page 9 Interest Expense Interest expense was $6.8 million and $6.3 million for the three months ended April 30, 1999 and 1998, respectively, an 8% increase. The increase was primarily the result of higher borrowing levels, partially offset by lower interest rates. The higher borrowing levels were primarily due to the Company's (i) expansion through business acquisitions, which has been partially funded by debt financing, and (ii) share repurchases. Income Taxes The effective income tax rates for the three months ended April 30, 1999 and 1998 were 40.5% and 37.9%, respectively. Prior to the merger with Winn-Lange Electric, Inc. ("Winn-Lange") on June 30, 1998, Winn-Lange was a Subchapter S corporation and therefore, not subject to corporate income tax. Winn-Lange's Subchapter S corporation status terminated upon the merger with the Company. As a result, the Company's effective tax rate was higher for the three months ended April 30, 1999 compared to the prior year period. Net Income Net income was $13.4 million for the first quarter compared to $11.6 million for the prior year's first quarter, a 15% increase. Diluted earnings per share for the first quarter were $.55 compared to $.49 in the prior year's first quarter. These improved results reflect operating leverage that has been achieved through the Company's acquisition and internal growth programs, and the resulting purchasing synergies. Liquidity and Capital Resources Working capital at April 30, 1999 totaled $577 million compared to $567 million at January 29, 1999. The working capital ratio was 3.0 to 1 and 3.5 to 1 as of April 30, 1999 and January 29, 1999, 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 $16.6 million for the three months ended April 30, 1999 compared to a break-even cash flow from operations for the three months ended April 30, 1998. This change was primarily the result of (i) the Company's improved profit levels and (ii) an increase in accounts payable resulting from extended payment terms offered by certain vendors of several of the Company's seasonal product groups. The Company's expenditures for property and equipment were $7.0 million for the three months ended April 30, 1999 compared to $6.1 million for the three months ended April 30, 1998. Capital expenditures for Page 10 property and equipment, excluding amounts for business acquisitions, are expected to be approximately $35 million for fiscal 2000. Cash payments for business acquisitions accounted for as purchases totaled $31.5 million for the three months ended April 30, 1999 compared to $.6 million for the three months ended April 30, 1998. Principal reductions on long-term debt were $6.7 million for the three months ended April 30, 1999 compared to $9.6 million for the same period in the prior year. These amounts were primarily attributable to the repayment of debt assumed as a result of certain business acquisitions. Dividend payments were $2.1 million and $2.5 million during the three months ended April 30, 1999 and 1998, respectively. Dividend payments of $2.5 million during the three months ended April 30, 1998 included cash dividends of pooled companies totaling $.7 million. As of April 30, 1999, the Company had approximately $110 million of unused borrowing capacity (subject to borrowing limitations under long- term debt covenants) to fund ongoing operating requirements and anticipated capital expenditures. The Company also believes it has sufficient borrowing capacity to take advantage of growth and business acquisition opportunities and to fund share repurchases in the near term. 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. On March 15, 1999, the Board of Directors authorized the Company to repurchase up to 2.5 million of its outstanding shares of common stock. During the three months ended April 30, 1999, the Company repurchased 723,900 shares for a total cost of $15.8 million or an average of $21.81 per share. Year 2000 Issue Many existing computer programs use only two digits to identify a year in the date field. As the century date change occurs, these programs may recognize the year 2000 as 1900, or not at all. If not corrected, many computer systems and applications could fail or create erroneous results by or at the year 2000 (the "Year 2000 Issue"). The Company has developed plans to address its possible exposures related to the impact of the Year 2000 Issue on each of its internal systems and those of third parties. These plans are expected to be implemented primarily with the use of internal personnel. The Company's internal systems consist of its central operating and accounting systems, which handle the majority of its business transactions, and other remote operating systems, which have resulted from the Company's acquisition program. Plans to address the Year 2000 Issue with respect to the Company's internal systems include an assessment phase, a remediation phase and a testing phase. Page 11 All required modifications to the Company's central operating system were completed in December 1998. This system was thoroughly tested and the modifications were implemented into the production environment. The Company has installed an upgraded, vendor-certified year 2000 compliant version of its accounting system. The Company's own internal verification and validation testing for year 2000 compliance of the accounting system was completed in May 1999. With respect to these two systems, the Company does not anticipate that the Year 2000 Issue will materially impact its operations or operating results. As of May 31, 1999, the Company had 26 remote operating systems in place. One of these systems utilizes a customized business software application that the Company is testing for year 2000 compliance. The remaining 25 systems utilize commercially available business software applications. Of these 25 systems, eight are certified year 2000 compliant by their vendors. The remaining 17 systems are expected to be converted by October 31, 1999 to one of the eight vendor-certified year 2000 compliant systems that are expected to be in use on January 1, 2000. The Company has successfully completed its own internal verification and validation testing for year 2000 compliance on two of the eight vendor- certified year 2000 compliant systems that are expected to be in use on January 1, 2000. Testing of the remaining six systems is currently underway and is expected to be completed by October 31, 1999. All additional remote operating systems added after May 31, 1999 as a result of the Company's acquisition program will be assessed, remediated and tested to the extent that is necessary to ensure year 2000 compliance, or converted to one of the Company's systems that is expected to be year 2000 compliant. Management estimates total pretax costs relating to the Year 2000 Issue to be approximately $2 million. Approximately 36% of these costs were incurred through April 30, 1999 and the remaining costs are expected to be incurred through March 2000. The estimate of $2 million excludes certain costs of converting remote operating systems to the Company's other year 2000 compliant systems, because such costs are not expected to be material or the conversion is scheduled to be performed as part of the Company's normal integration activities. Approximately $1 million of the estimated total pretax costs of $2 million are personnel and other expenses related to the Company's Year 2000 Project Team, which is expected to remain intact through the turn of the century. The remaining estimated cost of $1 million is expected to be incurred primarily in connection with the remediation and testing of the Company's remote operating systems. The Company has contacted its major suppliers, customers and service providers regarding their Year 2000 Issues to assess the risk of these entities not being able to continue to provide goods and services to the Company. Through May 31, 1999, approximately 38% of the entities contacted have responded. Of those entities who have responded, approximately 45% have indicated that their systems are year 2000 Page 12 compliant, and the remaining entities have indicated that they have programs in place to address their respective organization's Year 2000 Issues. The Company plans to continue to evaluate the year 2000 readiness of its major suppliers, customers and service providers, and to follow up with those entities that have not responded. The Company believes its planning efforts are adequate to address the Year 2000 Issue. There are, however, certain risks that the Company cannot directly control, including the readiness of its major suppliers, customers and service providers. Failure on the part of any of these entities to timely remediate their Year 2000 Issues could result in disruptions in the Company's supply of materials, disruptions in its customers' ability to conduct business and interruptions to the Company's daily operations. Management believes that its exposure to third party risk may be minimized to some extent because it does not rely significantly on any one supplier or customer. There can be no guarantee, however, that the systems of other third parties on which the Company's systems and operations rely will be corrected on a timely basis and will not have a material adverse effect on the Company. As the Company receives and evaluates additional information provided by third parties regarding their year 2000 readiness, the Company intends to develop contingency plans, as deemed necessary, to safeguard its ongoing operations. Such contingency plans may include identifying alternative suppliers or service providers, stockpiling certain inventories if alternative sources of supply are not available, evaluating the impact and creditworthiness of non-compliant customers and the addition of borrowing capacity if deemed necessary to finance higher levels of inventory or working capital on an interim basis. Page 13 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, 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). 3.3 Form of Articles of Amendment to Restated Articles of Incorporation of the Company, incorporated by reference to Exhibit 99.2 to Form 8-A dated May 22, 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). 4.2 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). Page 14 (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). (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). Page 15 (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 the Registrant, 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). 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). Page 16 10.7 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). 10.8 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). 10.9 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). 10.10 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, incorporated by reference to Exhibit 10.11 to Form 10-Q for the quarter ended April 30, 1998 (Commission File No. 001- 08772). 10.11 Revolving Credit Agreement, dated as of January 26, 1999, by and among the Company and a group of banks, incorporated by reference to Exhibit 10.11 to Form 10-K for the fiscal year ended January 29, 1999 (Commission File No. 001-08772). The Revolving 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. 10.12 Line of Credit Agreement, dated as of January 26, 1999, by and among the Company and a group of banks, incorporated by reference to Exhibit 10.12 to Form 10-K for the fiscal year ended January 29, 1999 (Commission File No. 001-08772). The Line of 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. Page 17 (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. (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, 1999. 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: June 7, 1999 By: /s/ David H. Hughes David H. Hughes, Chairman of the Board and Chief Executive Officer Date: June 7, 1999 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 27.1 Financial Data Schedule (filed electronically only). Page 20