Hughes Supply Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
|
|
|
(Mark One) |
|
|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
|
For the quarterly period ended July 31, 2005 |
|
OR |
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
|
For the transition period
from to |
Commission File Number 001-08772
HUGHES SUPPLY, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Florida |
|
59-0559446 |
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.) |
Corporate Office
One Hughes Way
Orlando, Florida 32805
(Address of principal executive offices)
(407) 841-4755
(Registrants telephone number, including area code)
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 þ No o
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange
Act). Yes þ No o
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes o No þ
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest
practicable date.
|
|
|
Common Stock |
|
Outstanding as of September 6, 2005 |
|
|
|
$1 Par Value
|
|
66,716,351 |
HUGHES SUPPLY, INC.
FORM 10-Q
INDEX
2
PART I. FINANCIAL INFORMATION
Item 1. Financial
Statements
HUGHES SUPPLY, INC.
Consolidated Statements of Income (unaudited)
(in millions, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Six Months Ended | |
|
|
| |
|
| |
|
|
July 31, | |
|
July 30, | |
|
July 31, | |
|
July 30, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Net Sales
|
|
$ |
1,333.0 |
|
|
$ |
1,143.1 |
|
|
$ |
2,572.7 |
|
|
$ |
2,135.9 |
|
Cost of Sales
|
|
|
1,042.2 |
|
|
|
872.5 |
|
|
|
2,005.6 |
|
|
|
1,623.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin
|
|
|
290.8 |
|
|
|
270.6 |
|
|
|
567.1 |
|
|
|
512.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
211.5 |
|
|
|
193.4 |
|
|
|
417.5 |
|
|
|
378.4 |
|
|
Depreciation and amortization
|
|
|
8.3 |
|
|
|
6.7 |
|
|
|
16.1 |
|
|
|
12.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
219.8 |
|
|
|
200.1 |
|
|
|
433.6 |
|
|
|
391.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income
|
|
|
71.0 |
|
|
|
70.5 |
|
|
|
133.5 |
|
|
|
121.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Operating (Expense) Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(8.8 |
) |
|
|
(7.5 |
) |
|
|
(17.8 |
) |
|
|
(13.8 |
) |
|
Interest and other income
|
|
|
2.1 |
|
|
|
1.6 |
|
|
|
4.3 |
|
|
|
3.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.7 |
) |
|
|
(5.9 |
) |
|
|
(13.5 |
) |
|
|
(10.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes
|
|
|
64.3 |
|
|
|
64.6 |
|
|
|
120.0 |
|
|
|
110.6 |
|
Income Taxes
|
|
|
25.1 |
|
|
|
25.2 |
|
|
|
46.8 |
|
|
|
41.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$ |
39.2 |
|
|
$ |
39.4 |
|
|
$ |
73.2 |
|
|
$ |
69.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.61 |
|
|
$ |
0.66 |
|
|
$ |
1.13 |
|
|
$ |
1.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$ |
0.59 |
|
|
$ |
0.63 |
|
|
$ |
1.10 |
|
|
$ |
1.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
64.6 |
|
|
|
60.0 |
|
|
|
64.6 |
|
|
|
60.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
66.6 |
|
|
|
62.0 |
|
|
|
66.6 |
|
|
|
61.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends Declared Per Share
|
|
$ |
0.090 |
|
|
$ |
0.065 |
|
|
$ |
0.180 |
|
|
$ |
0.130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
3
HUGHES SUPPLY, INC.
Consolidated Balance Sheets
(in millions, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31, | |
|
|
|
|
2005 | |
|
January 31, | |
|
|
(unaudited) | |
|
2005 | |
|
|
| |
|
| |
Assets
|
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
218.3 |
|
|
$ |
213.2 |
|
|
Accounts receivable, less allowance for doubtful accounts of
$11.8 and $10.3
|
|
|
733.8 |
|
|
|
625.3 |
|
|
Inventories
|
|
|
675.6 |
|
|
|
633.9 |
|
|
Deferred income taxes
|
|
|
26.6 |
|
|
|
25.1 |
|
|
Other current assets
|
|
|
70.1 |
|
|
|
89.0 |
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
1,724.4 |
|
|
|
1,586.5 |
|
Property and equipment, net
|
|
|
107.8 |
|
|
|
92.8 |
|
Goodwill
|
|
|
728.6 |
|
|
|
718.6 |
|
Other assets
|
|
|
142.2 |
|
|
|
132.4 |
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
2,703.0 |
|
|
$ |
2,530.3 |
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity |
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
$ |
48.2 |
|
|
$ |
45.2 |
|
|
Accounts payable
|
|
|
589.3 |
|
|
|
503.9 |
|
|
Accrued compensation and benefits
|
|
|
44.1 |
|
|
|
58.7 |
|
|
Other current liabilities
|
|
|
69.2 |
|
|
|
63.4 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
750.8 |
|
|
|
671.2 |
|
Long-term debt
|
|
|
489.2 |
|
|
|
500.5 |
|
Deferred income taxes
|
|
|
105.9 |
|
|
|
72.3 |
|
Other noncurrent liabilities
|
|
|
36.6 |
|
|
|
32.4 |
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
1,382.5 |
|
|
|
1,276.4 |
|
|
|
|
|
|
|
|
Shareholders Equity:
|
|
|
|
|
|
|
|
|
|
Preferred stock, no par value; 10,000,000 shares authorized;
none issued
|
|
|
|
|
|
|
|
|
|
Common stock, par value $1 per share; 200,000,000 shares
authorized; 66,685,034 and 66,214,127 shares issued
|
|
|
66.7 |
|
|
|
66.2 |
|
|
Capital in excess of par value
|
|
|
639.2 |
|
|
|
629.4 |
|
|
Retained earnings
|
|
|
634.5 |
|
|
|
573.3 |
|
|
Accumulated other comprehensive income, net of tax
|
|
|
1.9 |
|
|
|
2.0 |
|
|
Unearned compensation related to outstanding restricted stock
|
|
|
(21.8 |
) |
|
|
(17.0 |
) |
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
1,320.5 |
|
|
|
1,253.9 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
$ |
2,703.0 |
|
|
$ |
2,530.3 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
4
HUGHES SUPPLY, INC.
Consolidated Statements of Cash Flows (unaudited)
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended | |
|
|
| |
|
|
July 31, | |
|
July 30, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
73.2 |
|
|
$ |
69.2 |
|
|
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
16.1 |
|
|
|
12.7 |
|
|
|
Provision for doubtful accounts
|
|
|
3.9 |
|
|
|
5.5 |
|
|
|
Restricted stock expense
|
|
|
3.7 |
|
|
|
2.2 |
|
|
|
Deferred income taxes
|
|
|
31.9 |
|
|
|
5.9 |
|
|
|
Other
|
|
|
(4.1 |
) |
|
|
2.3 |
|
|
Changes in assets and liabilities, net of businesses acquired:
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(109.2 |
) |
|
|
(124.9 |
) |
|
|
Inventories
|
|
|
(40.2 |
) |
|
|
(70.3 |
) |
|
|
Other current assets
|
|
|
19.0 |
|
|
|
(3.6 |
) |
|
|
Other assets
|
|
|
(14.6 |
) |
|
|
(3.6 |
) |
|
|
Accounts payable
|
|
|
93.4 |
|
|
|
91.2 |
|
|
|
Accrued compensation and benefits
|
|
|
(14.7 |
) |
|
|
(6.3 |
) |
|
|
Other current liabilities
|
|
|
3.8 |
|
|
|
21.4 |
|
|
|
Other noncurrent liabilities
|
|
|
7.6 |
|
|
|
(2.8 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
69.8 |
|
|
|
(1.1 |
) |
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(31.5 |
) |
|
|
(11.3 |
) |
|
Proceeds from sale of property and equipment
|
|
|
5.7 |
|
|
|
38.5 |
|
|
Business acquisitions, net of cash acquired
|
|
|
(12.3 |
) |
|
|
(98.2 |
) |
|
Net investment in corporate owned life insurance
|
|
|
|
|
|
|
(11.4 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(38.1 |
) |
|
|
(82.4 |
) |
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
Net borrowings under short-term debt arrangements
|
|
|
|
|
|
|
113.4 |
|
|
Principal payments on other debt
|
|
|
(9.6 |
) |
|
|
(10.6 |
) |
|
Change in book overdrafts
|
|
|
(9.6 |
) |
|
|
(6.0 |
) |
|
Dividends paid
|
|
|
(10.3 |
) |
|
|
(7.0 |
) |
|
Other
|
|
|
2.9 |
|
|
|
3.6 |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities
|
|
|
(26.6 |
) |
|
|
93.4 |
|
|
|
|
|
|
|
|
Net Increase in Cash and Cash Equivalents
|
|
|
5.1 |
|
|
|
9.9 |
|
Cash and Cash Equivalents, Beginning of Period
|
|
|
213.2 |
|
|
|
8.3 |
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, End of Period
|
|
$ |
218.3 |
|
|
$ |
18.2 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
5
HUGHES SUPPLY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
|
|
Note 1. |
Basis of Presentation |
In our opinion, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly our
results of operations for the three and six months ended
July 31, 2005 and July 30, 2004, our financial
position as of July 31, 2005, and cash flows for the six
months ended July 31, 2005 and July 30, 2004. The
results of operations for the three and six months ended
July 31, 2005 are not necessarily indicative of the trends
or results that may be expected for the full year. Certain
information and disclosures normally included in the notes to
the annual consolidated financial statements have been omitted
from these interim consolidated financial statements.
Accordingly, these interim consolidated financial statements
should be read in conjunction with the consolidated financial
statements and notes thereto included in our Annual Report on
Form 10-K (the Annual Report) for the fiscal
year ended January 31, 2005, as filed with the Securities
and Exchange Commission (SEC).
On August 24, 2004, our Board of Directors approved a
two-for-one stock split in the form of a stock dividend that was
paid on September 22, 2004 to shareholders of record as of
the close of business on September 15, 2004. All share and
per share amounts set forth in this report have been adjusted
for the two-for-one stock split.
Business
Founded in 1928, we are one of the nations largest
diversified wholesale distributors of construction, repair and
maintenance-related products with over 500 branches located in
40 states, as well as one branch located in Canada. Our
customers include water and sewer, plumbing, electrical, and
mechanical contractors; public utilities; municipalities;
property management companies; and industrial companies.
Although we have a national presence, we operate principally in
the southeastern and southwestern United States. Our fiscal year
is a 52-week period ending on January 31, with our quarters
ending on the last calendar day of each quarter. Prior to fiscal
year 2005, our fiscal years were 52- or 53-week periods ending
on the last Friday in January. During fiscal year 2005 and
prior, our quarters were 13- or 14-week periods ending on the
last Friday of the quarter.
Certain prior year amounts in the consolidated financial
statements and the notes thereto have been reclassified to
conform to current year presentation. These reclassifications
had no net income impact on previously reported consolidated
results of operations.
We account for our stock option plans using the intrinsic value
based method of accounting, under which no compensation expense
has been recognized for stock option awards granted at fair
market value. For purposes of pro forma disclosures under
Statement of Financial Accounting Standards (SFAS)
No. 123, Accounting for Stock-Based Compensation, as
amended by SFAS No. 148, Accounting for Stock-Based
Compensation Transition and Disclosure, the
estimated fair value of the stock options is amortized to
compensation expense over the options vesting periods with
the impact of forfeitures recognized as they occur.
6
The following table illustrates the effect on net income and
earnings per share if the fair value based method had been
applied to all outstanding and unvested awards in each period
(in millions, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Six Months Ended | |
|
|
| |
|
| |
|
|
July 31, | |
|
July 30, | |
|
July 31, | |
|
July 30, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Net income as reported
|
|
$ |
39.2 |
|
|
$ |
39.4 |
|
|
$ |
73.2 |
|
|
$ |
69.2 |
|
Add: Stock-based compensation expense included in reported net
income, net of related tax effects
|
|
|
1.3 |
|
|
|
0.8 |
|
|
|
2.3 |
|
|
|
1.3 |
|
Deduct: Total stock-based compensation expense determined under
the fair value based method for all awards, net of related tax
effects
|
|
|
(2.1 |
) |
|
|
(1.7 |
) |
|
|
(3.9 |
) |
|
|
(3.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net income
|
|
$ |
38.4 |
|
|
$ |
38.5 |
|
|
$ |
71.6 |
|
|
$ |
67.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic as reported
|
|
$ |
0.61 |
|
|
$ |
0.66 |
|
|
$ |
1.13 |
|
|
$ |
1.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic pro forma
|
|
$ |
0.59 |
|
|
$ |
0.64 |
|
|
$ |
1.11 |
|
|
$ |
1.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted as reported
|
|
$ |
0.59 |
|
|
$ |
0.63 |
|
|
$ |
1.10 |
|
|
$ |
1.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted pro forma
|
|
$ |
0.58 |
|
|
$ |
0.62 |
|
|
$ |
1.08 |
|
|
$ |
1.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The fair value of each stock option is estimated on the date of
grant using the Black-Scholes option-pricing model with the
following weighted average assumptions for grants issued in the
periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Options Granted During the | |
|
|
| |
|
|
Three Months Ended |
|
Six Months Ended | |
|
|
|
|
| |
|
|
July 31, | |
|
July 30, |
|
July 31, | |
|
July 30, | |
Assumptions |
|
2005 | |
|
2004(1) |
|
2005 | |
|
2004 | |
|
|
| |
|
|
|
| |
|
| |
Risk-free interest rate
|
|
|
3.7 |
% |
|
|
|
|
|
|
4.0 |
% |
|
|
3.0 |
% |
Average expected life of stock options (in years)
|
|
|
4.8 |
|
|
|
|
|
|
|
4.8 |
|
|
|
5.0 |
|
Expected volatility of common stock
|
|
|
34.0 |
% |
|
|
|
|
|
|
34.0 |
% |
|
|
43.2 |
% |
Expected annual dividend yield on common stock
|
|
|
1.2 |
% |
|
|
|
|
|
|
1.2 |
% |
|
|
1.0 |
% |
Weighted average fair value of stock options granted
|
|
$ |
8.85 |
|
|
$ |
|
|
|
$ |
9.81 |
|
|
$ |
9.65 |
|
|
|
(1) |
There were no stock options granted during the three months
ended July 30, 2004. |
|
|
|
Recent Accounting Pronouncements |
In December 2004, the Financial Accounting Standards Board
(FASB) issued SFAS No. 123R,
Share-Based Payment (SFAS 123R), which
supersedes Accounting Principles Board (APB) Opinion
No. 25, Accounting for Stock Issued to Employees,
and its related implementation guidance. This statement requires
that the compensation cost related to share-based payment
transactions be recognized in the financial statements based on
the estimated fair value of the equity-based compensation awards
issued as of the grant date. The related compensation expense
will be based on the estimated number of awards expected to vest
and will be recognized over the period during which an employee
is required to provide services in exchange for the award. The
statement requires the use of assumptions and judgments about
future events, and some of the inputs to the valuation models
will require considerable judgment by management. We will be
required to adopt the provisions of SFAS 123R on
February 1, 2006. We are currently evaluating the impact
that the ultimate adoption of SFAS 123R will have on our
financial position and results of operations. The Stock-Based
Compensation section provided above contains the pro forma
impact on net income and earnings per share if the fair value
based method under SFAS 123 had been applied to all
outstanding and unvested awards during the first half of fiscal
years 2006 and 2005.
7
In June 2005, the FASB issued SFAS No. 154,
Accounting Changes and Error Corrections
(SFAS 154) a replacement of APB Opinion
No. 20, Accounting Changes, and
SFAS No. 3, Reporting Accounting Changes in Interim
Financial Statements. SFAS 154 will require companies
to account for and apply changes in accounting principles
retrospectively to prior periods financial statements,
instead of recording a cumulative effect adjustment within the
period of the change, unless it is impracticable to determine
the effects of the change to each period being presented.
SFAS 154 is effective for accounting changes made in annual
periods beginning after December 15, 2005. We will adopt
the new accounting provisions effective February 1, 2006.
We do not expect the adoption of SFAS 154 to have a
material effect on our financial position, results of operations
or cash flows.
|
|
Note 2. |
Segment Information |
We manage our business on a product line basis and report the
results of our operations in seven operating segments and an
Other category. The operating segments are Water & Sewer;
Plumbing/ Heating, Ventilating and Air Conditioning
(HVAC); Utilities; Maintenance, Repair and
Operations (MRO); Electrical; Industrial Pipe,
Valves and Fittings (PVF); and Building Materials.
We include our Fire Protection and Mechanical product lines in
the Other category.
The Corporate category includes corporate level expenses not
allocated to our operating segments or the Other category.
Inter-segment sales are excluded from net sales presented for
each segment and the Other category. Operating income for each
segment and the Other category includes certain corporate
expense allocations for corporate overhead expenses, employee
benefits, data processing expenses and insurance. These
allocations are based on consumption or at a standard rate
determined by management.
The following tables present net sales and other financial
information by segment for the three and six months ended
July 31, 2005 and July 30, 2004, respectively (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and | |
|
|
Net Sales | |
|
Operating Income | |
|
Amortization | |
|
|
| |
|
| |
|
| |
|
|
Three Months Ended | |
|
Three Months Ended | |
|
Three Months Ended | |
|
|
| |
|
| |
|
| |
|
|
July 31, | |
|
July 30, | |
|
July 31, | |
|
July 30, | |
|
July 31, | |
|
July 30, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Water & Sewer
|
|
$ |
349.6 |
|
|
$ |
323.2 |
|
|
$ |
17.2 |
|
|
$ |
18.5 |
|
|
$ |
0.8 |
|
|
$ |
1.0 |
|
Plumbing/ HVAC
|
|
|
286.9 |
|
|
|
270.3 |
|
|
|
4.6 |
|
|
|
8.2 |
|
|
|
1.3 |
|
|
|
1.4 |
|
Utilities
|
|
|
210.9 |
|
|
|
108.7 |
|
|
|
8.6 |
|
|
|
4.5 |
|
|
|
1.2 |
|
|
|
0.3 |
|
MRO
|
|
|
128.8 |
|
|
|
126.4 |
|
|
|
11.1 |
|
|
|
13.1 |
|
|
|
1.0 |
|
|
|
1.1 |
|
Electrical
|
|
|
119.2 |
|
|
|
117.8 |
|
|
|
3.5 |
|
|
|
2.7 |
|
|
|
0.2 |
|
|
|
0.2 |
|
Industrial PVF
|
|
|
112.5 |
|
|
|
85.6 |
|
|
|
16.2 |
|
|
|
12.4 |
|
|
|
0.2 |
|
|
|
0.2 |
|
Building Materials
|
|
|
74.2 |
|
|
|
65.8 |
|
|
|
5.4 |
|
|
|
6.4 |
|
|
|
0.2 |
|
|
|
0.2 |
|
Other
|
|
|
50.9 |
|
|
|
45.3 |
|
|
|
2.3 |
|
|
|
4.4 |
|
|
|
0.1 |
|
|
|
0.1 |
|
Corporate(1)
|
|
|
|
|
|
|
|
|
|
|
2.1 |
|
|
|
0.3 |
|
|
|
3.3 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,333.0 |
|
|
$ |
1,143.1 |
|
|
$ |
71.0 |
|
|
$ |
70.5 |
|
|
$ |
8.3 |
|
|
$ |
6.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and | |
|
|
Net Sales | |
|
Operating Income | |
|
Amortization | |
|
|
| |
|
| |
|
| |
|
|
Six Months Ended | |
|
Six Months Ended | |
|
Six Months Ended | |
|
|
| |
|
| |
|
| |
|
|
July 31, | |
|
July 30, | |
|
July 31, | |
|
July 30, | |
|
July 31, | |
|
July 30, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Water & Sewer
|
|
$ |
669.9 |
|
|
$ |
594.8 |
|
|
$ |
31.2 |
|
|
$ |
29.0 |
|
|
$ |
1.7 |
|
|
$ |
1.7 |
|
Plumbing/ HVAC
|
|
|
561.2 |
|
|
|
480.9 |
|
|
|
10.2 |
|
|
|
12.8 |
|
|
|
2.6 |
|
|
|
2.1 |
|
Utilities
|
|
|
405.2 |
|
|
|
208.8 |
|
|
|
15.4 |
|
|
|
7.3 |
|
|
|
2.5 |
|
|
|
0.6 |
|
MRO
|
|
|
229.2 |
|
|
|
233.3 |
|
|
|
18.6 |
|
|
|
20.8 |
|
|
|
2.0 |
|
|
|
2.3 |
|
Electrical
|
|
|
234.7 |
|
|
|
230.4 |
|
|
|
6.9 |
|
|
|
6.5 |
|
|
|
0.3 |
|
|
|
0.4 |
|
Industrial PVF
|
|
|
230.2 |
|
|
|
168.3 |
|
|
|
34.1 |
|
|
|
23.8 |
|
|
|
0.3 |
|
|
|
0.4 |
|
Building Materials
|
|
|
142.8 |
|
|
|
124.9 |
|
|
|
10.4 |
|
|
|
11.4 |
|
|
|
0.4 |
|
|
|
0.4 |
|
Other
|
|
|
99.5 |
|
|
|
94.5 |
|
|
|
3.7 |
|
|
|
9.2 |
|
|
|
0.2 |
|
|
|
0.2 |
|
Corporate(1)
|
|
|
|
|
|
|
|
|
|
|
3.0 |
|
|
|
0.3 |
|
|
|
6.1 |
|
|
|
4.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
2,572.7 |
|
|
$ |
2,135.9 |
|
|
$ |
133.5 |
|
|
$ |
121.1 |
|
|
$ |
16.1 |
|
|
$ |
12.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The $2.1 million and $3.0 million of operating income
in the Corporate category in the second quarter and first six
months of fiscal year 2006, respectively, primarily related to
gains from the sale of surplus properties (Note 9)
partially offset in the second quarter of fiscal year 2006 by an
environmental liability associated with the anticipated
remediation of chlorinated hydrocarbons discovered at one of our
branches (Note 8). We recognized net gains from the sale of
surplus properties totaling $0.6 million and
$2.3 million in the second quarter and first six months of
fiscal year 2005, respectively, with the $2.3 million
partly offset by a $1.3 million loss associated with a
sale-leaseback transaction completed on April 30, 2004 for
a portfolio of properties associated with 18 different branches.
Prior to the second quarter of fiscal year 2005, all surplus
property activity was allocated to our operating segments and
the Other category. |
9
The following tables include our investment in assets (accounts
receivable less allowance for doubtful accounts, inventories and
goodwill) and accounts payable for each segment as of
July 31, 2005 and January 31, 2005 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of July 31, 2005 | |
|
|
| |
|
|
Accounts | |
|
|
|
Segment | |
|
Accounts | |
|
|
Receivable | |
|
Inventories | |
|
Goodwill | |
|
Assets | |
|
Payable | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Water & Sewer
|
|
$ |
231.3 |
|
|
$ |
130.6 |
|
|
$ |
112.2 |
|
|
$ |
474.1 |
|
|
$ |
150.9 |
|
Plumbing/ HVAC
|
|
|
154.6 |
|
|
|
148.9 |
|
|
|
91.6 |
|
|
|
395.1 |
|
|
|
150.8 |
|
Utilities
|
|
|
79.7 |
|
|
|
101.8 |
|
|
|
126.0 |
|
|
|
307.5 |
|
|
|
74.0 |
|
MRO
|
|
|
67.9 |
|
|
|
62.8 |
|
|
|
273.0 |
|
|
|
403.7 |
|
|
|
56.3 |
|
Electrical
|
|
|
71.9 |
|
|
|
36.6 |
|
|
|
9.0 |
|
|
|
117.5 |
|
|
|
54.2 |
|
Industrial PVF
|
|
|
59.1 |
|
|
|
152.8 |
|
|
|
56.4 |
|
|
|
268.3 |
|
|
|
46.9 |
|
Building Materials
|
|
|
36.5 |
|
|
|
22.6 |
|
|
|
30.0 |
|
|
|
89.1 |
|
|
|
23.8 |
|
Other
|
|
|
32.8 |
|
|
|
19.5 |
|
|
|
30.4 |
|
|
|
82.7 |
|
|
|
20.8 |
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
733.8 |
|
|
$ |
675.6 |
|
|
$ |
728.6 |
|
|
|
2,138.0 |
|
|
$ |
589.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
218.3 |
|
|
|
|
|
Deferred income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26.6 |
|
|
|
|
|
Other current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70.1 |
|
|
|
|
|
Property and equipment, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
107.8 |
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
142.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,703.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of January 31, 2005 | |
|
|
| |
|
|
Accounts | |
|
|
|
Segment | |
|
Accounts | |
|
|
Receivable | |
|
Inventories | |
|
Goodwill | |
|
Assets | |
|
Payable | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Water & Sewer
|
|
$ |
193.8 |
|
|
$ |
137.6 |
|
|
$ |
112.2 |
|
|
$ |
443.6 |
|
|
$ |
137.4 |
|
Plumbing/ HVAC
|
|
|
140.5 |
|
|
|
156.6 |
|
|
|
87.1 |
|
|
|
384.2 |
|
|
|
126.2 |
|
Utilities
|
|
|
62.0 |
|
|
|
84.8 |
|
|
|
123.4 |
|
|
|
270.2 |
|
|
|
53.9 |
|
MRO
|
|
|
50.8 |
|
|
|
49.0 |
|
|
|
273.0 |
|
|
|
372.8 |
|
|
|
40.8 |
|
Electrical
|
|
|
64.7 |
|
|
|
28.6 |
|
|
|
9.0 |
|
|
|
102.3 |
|
|
|
43.2 |
|
Industrial PVF
|
|
|
50.5 |
|
|
|
136.3 |
|
|
|
56.4 |
|
|
|
243.2 |
|
|
|
43.6 |
|
Building Materials
|
|
|
31.1 |
|
|
|
22.8 |
|
|
|
27.1 |
|
|
|
81.0 |
|
|
|
22.5 |
|
Other
|
|
|
31.9 |
|
|
|
18.2 |
|
|
|
30.4 |
|
|
|
80.5 |
|
|
|
15.6 |
|
Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
625.3 |
|
|
$ |
633.9 |
|
|
$ |
718.6 |
|
|
|
1,977.8 |
|
|
$ |
503.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
213.2 |
|
|
|
|
|
Deferred income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25.1 |
|
|
|
|
|
Other current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89.0 |
|
|
|
|
|
Property and equipment, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
92.8 |
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
132.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,530.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
Note 3. |
Goodwill and Intangible Assets |
On May 1, 2005, we completed the acquisition of National
Construction Products, Inc. (National), a small
privately owned distributor of construction materials serving
the Atlanta, Georgia area. The acquisition of National enables
us to become a leader in the tilt wall construction market
throughout the metro Atlanta area. The results of
Nationals operations have been included in our
consolidated statements of income since May 1, 2005.
On June 30, 2005, we acquired Ram Pipe and Supply, Inc.
(Ram Pipe), a distributor of plumbing and water and
sewer products serving the Yuma, Arizona area. The acquisition
of Ram Pipe allows us to expand our leadership position in the
plumbing and waterworks market in an attractive geographic
market. The results of Ram Pipes operations have been
included in our consolidated statements of income since
June 30, 2005.
The combined purchase price associated with the acquisitions of
National and Ram Pipe consisted of $12.3 million of net
cash paid for National and Ram Pipes net assets along with
the assumption of accounts payable, accrued and other
liabilities, which collectively totaled $1.9 million,
subject to finalization of working capital adjustments in
accordance with the respective purchase agreements. The total
cost of the acquisitions was allocated to the assets acquired
and liabilities assumed based on their respective preliminary
fair values in accordance with SFAS No. 141,
Business Combinations. Goodwill, all of which is
deductible for tax purposes, and other intangible assets
recorded in connection with the transactions totaled
$7.0 million and $2.2 million, respectively. The
goodwill and intangible assets associated with the National and
Ram Pipe acquisitions were assigned entirely to our Building
Materials and Plumbing/ HVAC segments, respectively. The
intangible assets are subject to amortization and consist
primarily of shareholder relationships, corporate customer
relationships, employment agreements, and non-compete agreements
that are amortized on a straight-line basis over a
weighted-average useful life of approximately 9.7 years.
The purchase price allocations for these acquisitions have not
been finalized because the post closing settlements have not
been completed and our initial determinations of fair values
assigned to intangible assets other than goodwill is ongoing.
The purchase price allocations are therefore subject to change
based upon continuing review. Pro forma results of operations
reflecting these acquisitions have not been presented because
the results of operations of National and Ram Pipe are not
material to our consolidated results of operations on either an
individual or aggregate basis.
During the second quarter of fiscal year 2006, we finalized
working capital adjustments associated with our acquisitions of
Todd Pipe and Supply (Todd Pipe) and Southwest
Power, Inc. and Western States Electric, Inc. and their
subsidiary entities (collectively referred to as SWP/
WSE). Todd Pipe was acquired on May 28, 2004 and is
included in our Plumbing/ HVAC segment. SWP/ WSE was acquired on
November 1, 2004 and is included in our Utilities segment.
A summary of the changes in the carrying amount of goodwill by
reportable segment during the six months ended July 31,
2005 is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Water & | |
|
Plumbing/ | |
|
|
|
|
|
|
|
Industrial | |
|
Building | |
|
|
|
|
|
|
Sewer | |
|
HVAC | |
|
Utilities | |
|
MRO | |
|
Electrical | |
|
PVF | |
|
Materials | |
|
Other | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balance at January 31, 2005
|
|
$ |
112.2 |
|
|
$ |
87.1 |
|
|
$ |
123.4 |
|
|
$ |
273.0 |
|
|
$ |
9.0 |
|
|
$ |
56.4 |
|
|
$ |
27.1 |
|
|
$ |
30.4 |
|
|
$ |
718.6 |
|
Goodwill acquired
|
|
|
|
|
|
|
4.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.9 |
|
|
|
|
|
|
|
7.0 |
|
Finalization of purchase accounting
|
|
|
|
|
|
|
0.4 |
|
|
|
2.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at July 31, 2005
|
|
$ |
112.2 |
|
|
$ |
91.6 |
|
|
$ |
126.0 |
|
|
$ |
273.0 |
|
|
$ |
9.0 |
|
|
$ |
56.4 |
|
|
$ |
30.0 |
|
|
$ |
30.4 |
|
|
$ |
728.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
As of July 31, 2005 and January 31, 2005, our
intangible assets were classified as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of July 31, 2005 | |
|
As of January 31, 2005 | |
|
|
| |
|
| |
|
|
Gross | |
|
|
|
Gross | |
|
|
|
|
Carrying | |
|
Accumulated | |
|
|
|
Carrying | |
|
Accumulated | |
|
|
|
|
Value | |
|
Amortization | |
|
Net | |
|
Value | |
|
Amortization | |
|
Net | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Amortized intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired customer contracts
|
|
$ |
56.8 |
|
|
$ |
(6.9 |
) |
|
$ |
49.9 |
|
|
$ |
56.8 |
|
|
$ |
(4.7 |
) |
|
$ |
52.1 |
|
|
Corporate customer relationships
|
|
|
15.5 |
|
|
|
(1.6 |
) |
|
|
13.9 |
|
|
|
15.2 |
|
|
|
(0.8 |
) |
|
|
14.4 |
|
|
Non-compete/employment agreements
|
|
|
8.5 |
|
|
|
(3.4 |
) |
|
|
5.1 |
|
|
|
8.3 |
|
|
|
(2.0 |
) |
|
|
6.3 |
|
|
Shareholder relationships
|
|
|
5.9 |
|
|
|
(0.5 |
) |
|
|
5.4 |
|
|
|
4.2 |
|
|
|
(0.3 |
) |
|
|
3.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amortized
|
|
|
86.7 |
|
|
|
(12.4 |
) |
|
|
74.3 |
|
|
|
84.5 |
|
|
|
(7.8 |
) |
|
|
76.7 |
|
Unamortized intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Private label tradenames
|
|
|
5.9 |
|
|
|
|
|
|
|
5.9 |
|
|
|
5.9 |
|
|
|
|
|
|
|
5.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets
|
|
$ |
92.6 |
|
|
$ |
(12.4 |
) |
|
$ |
80.2 |
|
|
$ |
90.4 |
|
|
$ |
(7.8 |
) |
|
$ |
82.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense for amortized intangible assets was
$2.3 million and $4.6 million for the three months and
six months ended July 31, 2005, respectively. Estimated
aggregate future amortization expense for acquisition-related
intangible assets for the six months ending January 31,
2006 and future fiscal years is as follows (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six | |
|
|
|
|
|
|
|
|
|
|
|
|
Months | |
|
|
|
|
Ending | |
|
Fiscal Years ending January 31, | |
|
|
January 31, | |
|
| |
|
|
2006 | |
|
2007 | |
|
2008 | |
|
2009 | |
|
2010 | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Amortization expense
|
|
$ |
4.8 |
|
|
$ |
8.6 |
|
|
$ |
7.2 |
|
|
$ |
6.7 |
|
|
$ |
6.3 |
|
|
$ |
33.6 |
|
|
|
Note 4. |
Branch Closures and Consolidation Activities |
As more fully disclosed in Note 6 to the consolidated
financial statements in our fiscal year 2005 Annual Report, we
approved plans to close and consolidate certain branches that
did not strategically fit into our core businesses and/or did
not perform to our expectations. The liability balance, included
in other current liabilities, related to these activities as of
July 31, 2005 and January 31, 2005 was as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
July 31, | |
|
January 31, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Beginning balance
|
|
$ |
2.9 |
|
|
$ |
4.1 |
|
|
Provision
|
|
|
0.3 |
|
|
|
1.7 |
|
|
Cash Expenditures:
|
|
|
|
|
|
|
|
|
|
|
Lease payments
|
|
|
(1.1 |
) |
|
|
(2.9 |
) |
|
|
Other
|
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
$ |
1.7 |
|
|
$ |
2.9 |
|
|
|
|
|
|
|
|
12
Long-term debt as of July 31, 2005 and January 31,
2005 consisted of the following (in millions):
|
|
|
|
|
|
|
|
|
|
|
July 31, | |
|
January 31, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
8.27% senior notes, due 2005
|
|
$ |
5.6 |
|
|
$ |
5.6 |
|
8.42% senior notes, due 2007
|
|
|
61.8 |
|
|
|
61.8 |
|
7.96% senior notes, due 2011
|
|
|
56.0 |
|
|
|
60.7 |
|
7.14% senior notes, due 2012
|
|
|
26.7 |
|
|
|
28.6 |
|
7.19% senior notes, due 2012
|
|
|
40.0 |
|
|
|
40.0 |
|
6.74% senior notes, due 2013
|
|
|
38.1 |
|
|
|
40.5 |
|
5.50% senior notes, due 2014
|
|
|
300.0 |
|
|
|
300.0 |
|
Fair value hedge carrying value adjustment
|
|
|
1.7 |
|
|
|
1.4 |
|
Other notes payable with varying interest rates of 2.1% to 6.9%
at July 31, 2005, with due dates from 2005 to 2014
|
|
|
9.0 |
|
|
|
8.7 |
|
|
|
|
|
|
|
|
Total debt
|
|
|
538.9 |
|
|
|
547.3 |
|
Less discount on debt issuance
|
|
|
(1.5 |
) |
|
|
(1.6 |
) |
|
|
|
|
|
|
|
Total debt less discount
|
|
|
537.4 |
|
|
|
545.7 |
|
Less current portion
|
|
|
(48.2 |
) |
|
|
(45.2 |
) |
|
|
|
|
|
|
|
Total long-term debt
|
|
$ |
489.2 |
|
|
$ |
500.5 |
|
|
|
|
|
|
|
|
As of July 31, 2005, we were in compliance with all
financial and non-financial covenants.
On October 12, 2004, we issued $300.0 million in
original principal amount of 5.5% senior notes (the
notes) due on October 15, 2014 in a private
placement pursuant to Rule 144A under the Securities Act.
The notes were issued at 99.468% of their par value and are
reflected in our consolidated balance sheet net of a
$1.5 million and $1.6 million discount as of
July 31, 2005 and January 31, 2005, respectively. On
May 10, 2005, we filed an exchange offer registration
statement with the SEC on Form S-4 to exchange the notes
for a new issue of substantially identical notes registered
under the Securities Act. On July 21, 2005 the SEC declared
our registration effective, and on July 22, 2005 we
announced the commencement of the exchange offer. Subsequently,
on August 22, 2005, all of the original notes were tendered
for the registered new notes, which are guaranteed by
substantially all of our subsidiaries. Separate financial
statements of the subsidiary guarantors are not provided because
our parent company (issuer of the notes) has no independent
assets or operations and the subsidiary guarantees are full and
unconditional and joint and several. There are no significant
restrictions on our parent company or subsidiaries ability
to obtain funds from our subsidiaries by dividend or loan.
Additionally, any of our subsidiaries not guaranteeing the note
issuance are minor (i.e., represent less than 3% of total
consolidated assets, shareholders equity, net sales,
income before income taxes and cash flows from operating
activities).
On November 10, 2004 and November 30, 2004, we entered
into separate interest rate swap contracts with two distinct
financial institutions that each effectively converted
$50.0 million (i.e., an aggregate of $100.0 million)
of our $300.0 million in original principal amount of 5.50%
notes, due October 15, 2014, to floating rate debt based on
the six-month LIBOR rate plus 0.6985% and 0.79%, respectively,
with semi-annual settlements through October 15, 2014. The
interest rate swap contracts were designated as fair value
hedges of the changes in fair value of the respective
$50.0 million of 5.50% notes due to changes in the
benchmark interest rate (i.e., six-month LIBOR rate). We settled
the interest rate swap contracts during the second quarter of
fiscal year 2006, receiving approximately $1.8 million in
cash. The corresponding fair value hedge carrying value
adjustment of $1.8 million recognized as a component of
debt is being amortized as a favorable adjustment to interest
expense over the same period in which the related interest costs
on the $300.0 million notes are recognized in earnings.
Approximately $0.2 million of
13
the fair value hedge carrying value adjustment will be
recognized as an adjustment to interest expense during the next
twelve months.
|
|
Note 6. |
Comprehensive Income |
Total comprehensive income, net of tax, was as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Six Months Ended | |
|
|
| |
|
| |
|
|
July 31, | |
|
July 30, | |
|
July 31, | |
|
July 30, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Net income
|
|
$ |
39.2 |
|
|
$ |
39.4 |
|
|
$ |
73.2 |
|
|
$ |
69.2 |
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash flow hedge treasury lock
|
|
|
(0.1 |
) |
|
|
|
|
|
|
(0.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income, net of tax
|
|
$ |
39.1 |
|
|
$ |
39.4 |
|
|
$ |
73.1 |
|
|
$ |
69.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income, net of tax, totaled
$1.9 million as of July 31, 2005, and consisted of the
net unrealized gain associated with the settlement of our
ten-year treasury rate lock contract on October 5, 2004.
Approximately $0.3 million of the gain will be recognized
in earnings as an adjustment to interest expense during the next
twelve months.
|
|
Note 7. |
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 includes the additional dilutive effect of
our potential common shares, which include certain employee and
director stock options and unvested shares of restricted stock.
The following summarizes the incremental shares from these
potentially dilutive common shares, calculated using the
treasury method, as included in the calculation of diluted
weighted-average shares (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Six Months Ended | |
|
|
| |
|
| |
|
|
July 31, | |
|
July 30, | |
|
July 31, | |
|
July 30, | |
|
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
Basic weighted-average shares outstanding
|
|
|
64.6 |
|
|
|
60.0 |
|
|
|
64.6 |
|
|
|
60.0 |
|
Incremental shares resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options
|
|
|
0.7 |
|
|
|
1.0 |
|
|
|
0.7 |
|
|
|
0.9 |
|
|
Restricted stock
|
|
|
1.3 |
|
|
|
1.0 |
|
|
|
1.3 |
|
|
|
1.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted-average shares outstanding
|
|
|
66.6 |
|
|
|
62.0 |
|
|
|
66.6 |
|
|
|
61.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excluded from the above computations of diluted weighted-average
shares outstanding during the second quarter of fiscal year 2006
were 8,000 unvested shares of restricted common stock at an
average price of $32.71 per share, because their effect would
have been anti-dilutive. Options to purchase 388,221 shares of
common stock at an average exercise price of $30.63 during the
three and six months ended July 31, 2005 were excluded from
the above computations of diluted weighted-average shares
outstanding because their effect would have been anti-dilutive.
All stock options and restricted stock outstanding as of
July 30, 2004 were dilutive and, therefore, included in the
computation of diluted weighted-average shares outstanding for
the three and six months ended July 30, 2004.
|
|
Note 8. |
Commitments and Contingencies |
Legal Matters
We are involved in various legal proceedings arising in the
normal course of our business. In our opinion, none of the
proceedings that have not been disclosed or recognized in our
consolidated financial statements are material in relation to
our consolidated operations, cash flows or financial position.
14
In 1979, we acquired property that has since been used to
support a branch of our Electrical business. Recently, small
traces of chlorinated hydrocarbons (hydrocarbons)
were discovered in limited soil samples. Subsequent testing of
the soil revealed larger amounts of hydrocarbons that now
require remediation. We currently estimate the amount of
remediation to range from $1.0 million to
$2.3 million, with no amount in that range being a better
estimate than any other amount in that range. We are currently
evaluating all available recourse related to the cost of the
cleanup, and believe the previous owners caused the
contamination. As it is not currently probable that we will be
successful in recovering amounts from other third parties,
including the previous owners and any insurance carriers, we
have accrued a $1.0 million liability as of July 31,
2005 for environmental remediation, of which approximately
$0.2 million relates to capitalizable equipment to be used
to improve the safety of the property over its original
condition.
Based on currently available information and analysis, we
believe that it is still possible that costs associated with
such liabilities or as yet unknown liabilities may exceed
current reserves in amounts or a range of amounts that could be
material but cannot be estimated as of July 31, 2005. There
can be no assurance that activities identified in the future
will not result in additional investigations or remedial actions
being required.
|
|
Note 9. |
Supplemental Cash Flows Information |
Additional supplemental information related to the accompanying
consolidated statements of cash flows is as follows (in
millions):
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended | |
|
|
| |
|
|
July 31, | |
|
July 30, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Income taxes paid, net
|
|
$ |
4.4 |
|
|
$ |
28.1 |
|
Interest paid
|
|
|
17.2 |
|
|
|
12.9 |
|
Debt paid with sale-leaseback proceeds (non-cash activity)
|
|
|
|
|
|
|
23.0 |
|
Assets acquired with debt (non-cash activity)
|
|
|
|
|
|
|
1.7 |
|
On July 25, 2005 our Board of Directors declared a
quarterly cash dividend of $0.09 per share that was paid on
August 22, 2005 to shareholders of record on August 8,
2005. Dividends declared but not paid totaled $6.0 million
and $4.0 million at July 31, 2005 and July 30,
2004, respectively.
During the first six months of fiscal year 2006, net gains
totaling approximately $3.3 million were recognized on the
sale of surplus properties, for which we received approximately
$5.7 million of cash proceeds. During the first six months
of fiscal year 2005, proceeds from the sale of property and
equipment consisted primarily of $32.7 million of net cash
received from the sale-leaseback of a portfolio of properties
associated with 18 different branches that were leased back
pursuant to 15-year minimum term operating leases. The resulting
leases qualified for operating lease treatment.
On March 16, 2004, we entered into a sale-leaseback
transaction in which we sold our corporate headquarters building
in Orlando, Florida, excluding certain furniture and fixtures
and other office equipment relating to the property, to a
subsidiary of Wachovia Development Corporation (WDC)
for $23.0 million and leased the property back for a period
of 20 years. The proceeds from the sale approximated the
net book value of the property sold and were paid by WDC to
SunTrust Bank (SunTrust) for application against
amounts outstanding under a separate real estate term credit
agreement we had previously executed on June 5, 2002 with
SunTrust.
15
Note 10. Stock-Based Compensation
Stock Plans
The Amended 2005 Executive Stock Plan (the 2005 Stock
Plan) is our only active stock plan at July 31, 2005.
The Amended and Restated 1997 Executive Stock Plan (the
1997 Stock Plan), established to grant both
incentive and non-incentive stock options to key employees, is
replaced by the 2005 Stock Plan, and no further shares are
expected to be issued under the 1997 Stock Plan. The 2005 Stock
Plan authorizes the Compensation Committee of the Board of
Directors (the Compensation Committee) to grant key
employees and non-employee directors options to purchase stock,
grants of stock appreciation rights (SAR) and grants
of restricted stock, including performance-based restricted
stock, for an aggregate of 2,200,000 shares of common stock.
Under certain conditions the Chief Executive Officer is also
authorized to make stock grants to key employees. Incentive
stock options (ISO) are granted at prices not less
than the market value on the date of grant, and non-incentive
stock options are issued by the Compensation Committee, which is
authorized to establish any option price at its sole discretion.
The maximum term of an ISO may not exceed ten years; however, if
the ISO is issued to a key employee who owns 10% or more of our
stock, the maximum term of an option may not exceed five years.
An option becomes exercisable at such times and in such
installments as set forth by the Compensation Committee. Under
the 2005 Stock Plan, a key employee or non-employee director may
be granted one or more options, or one or more SAR, or one or
more options and SAR in any combination which, individually or
in the aggregate, relate to no more than 250,000 shares of stock
in any calendar year. Also, no more than 250,000 shares of
performance-based restricted stock may be granted to a key
employee or non-employee director in any calendar year. These
shares are subject to certain transfer restrictions, and vesting
may be dependent upon continued employment, the satisfaction of
performance objectives, or both.
Restricted Stock
Performance-based shares: Performance-based shares are
used as an incentive to increase shareholder returns with actual
awards based on various criteria, including increases in the
price of our common shares, earnings per share, shareholder
value and net income. Compensation expense for the number of
shares issued is recognized over the vesting period.
During the first quarter of fiscal year 2006, the Compensation
Committee authorized the grant of 145,288 performance-based
restricted stock grants under the 1997 Stock Plan. Subsequently,
during the second quarter of fiscal year 2006, the Compensation
Committee authorized the grant of an additional 60,622
performance-based grants under the 2005 Stock Plan. The
aggregate amount of performance-based restricted stock issued
during the first six months of fiscal year 2006 totaled 205,910.
These performance-based restricted stock grants provide for
graded vesting only if a comparison of our total shareholder
return equals or exceeds the cumulative total shareholder return
of the Standard & Poors 500 Composite Stock Index (the
S&P index) over a three-year period ending
March 1, 2008. The market value of the performance-based
restricted shares awarded during the first half of fiscal year
2006, which is based on the number of shares expected to
ultimately vest in light of our performance against the S&P
index and our stock price, totaled $3.5 million and was
recorded as unearned compensation, a component of
shareholders equity. A portion of the unearned
compensation is expensed each reporting period based on the
vesting period. The expense associated with these
performance-based shares could be reversed or increase should it
either become unlikely that the expected number of shares will
vest or if future estimates indicate that a greater number of
shares will vest, respectively.
Non-performance based shares: During the first quarter of
fiscal year 2006, the Compensation Committee authorized the
grant of 19,000 non-performance based restricted stock grants
under the 1997 Stock Plan. Subsequently, during the second
quarter of fiscal year 2006, the Compensation Committee
authorized the grant of an additional 157,500 shares of
non-performance based restricted stock under the 2005 Stock
Plan. The market value of the non-performance based restricted
shares awarded during the
16
first half of fiscal year 2006 totaled $4.9 million, was
recorded as unearned compensation and is being charged to
expense over five year vesting periods from the date of the
grants.
During the second quarter of fiscal year 2006, we also awarded
14,400 restricted shares to non-employee directors that
immediately vested under the 2005 Stock Plan. The market value
of these shares totaled $0.4 million and was recognized in
our consolidated results of operations during the second quarter
of fiscal year 2006.
During the first six months of fiscal year 2006, we cancelled
19,450 restricted shares previously granted, with market values
at the date of grant of $0.3 million according to the
provisions of the grant.
|
|
Note 11. |
Subsequent Events |
On August 29, 2005, we completed the acquisition of TVESCO,
Inc., a Tennessee based distributor of electric utility and
electrical products. TVESCO, Inc. had annual sales of
approximately $138 million in its latest fiscal year ended
December 31, 2004, and employs 170 full-time associates. We
believe the acquisition of TVESCO will strengthen the geographic
footprint of our Utilities business by expanding it into the
Tennessee Valley region.
17
|
|
Item 2. |
Managements Discussion and Analysis of Financial
Condition and Results of Operations |
Managements Discussion and Analysis of Financial Condition
and Results of Operations (MD&A) is intended to
provide information to assist the reader in better understanding
and evaluating our business and results of operations. This
information is a discussion and analysis of certain significant
factors that have affected our results of operations for the
three and six months ended July 31, 2005 and July 30,
2004, and our financial condition as of July 31, 2005.
MD&A should be read in conjunction with our consolidated
financial statements and the notes thereto contained herein and
in our Annual Report on Form 10-K (the Annual
Report) for the fiscal year ended January 31, 2005.
On August 24, 2004, our Board of Directors approved a
two-for-one stock split in the form of a stock dividend that was
paid on September 22, 2004 to shareholders of record as of
the close of business on September 15, 2004. All share and
per share amounts set forth in this report have been adjusted
for the two-for-one stock split.
Forward-Looking Statements
Certain statements made by us or incorporated by reference in
this report 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 provisions created by such sections. When used in this
report, the words believe, anticipate,
estimate, expect, may,
will, should, plan,
intend, project, and similar expressions
are intended to identify forward-looking statements. Although we
believe that the expectations reflected in such forward-looking
statements are reasonable, our expectations may not prove to be
correct. Actual results or events may differ significantly from
those indicated in our forward-looking statements as a result of
various important factors. These factors are discussed under the
caption Item 1. Business Risk
Factors in our Annual Report for the fiscal year ended
January 31, 2005. All forward-looking statements are
qualified by and should be read in conjunction with those risk
factors. Except as may be required by applicable law, we
undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise.
Business
Founded in 1928, we are one of the largest diversified wholesale
distributors of construction, repair and maintenance-related
products in the United States. We distribute over
350,000 products to more than 100,000 customers
through over 500 branches located in 40 states, as
well as one branch located in Canada. Our principal customers
include water and sewer, plumbing, electrical, and mechanical
contractors; public utilities; municipalities; property
management companies; and industrial companies. Although we have
a national presence, we operate principally in the southeastern
and southwestern United States. Our fiscal year is a 52-week
period ending on January 31, with our quarters ending on
the last calendar day of each quarter. Prior to fiscal year
2005, our fiscal years were 52- or 53- week periods ending
on the last Friday in January. During fiscal year 2005 and
prior, our quarters were 13- or 14- week periods ending on
the last Friday of the quarter.
Segment Information
We manage our business on a product line basis and report the
results of our operations in seven operating segments and an
Other category. The operating segments are Water & Sewer;
Plumbing/ Heating, Ventilating and Air Conditioning
(HVAC); Utilities; Maintenance, Repair and
Operations (MRO); Electrical; Industrial Pipe,
Valves and Fittings (PVF); and Building Materials.
We include our Fire Protection and Mechanical product lines in
the Other category.
The Corporate category includes corporate level expenses not
allocated to our operating segments or the Other category.
Inter-segment sales are excluded from net sales presented for
each segment and the Other category. Operating income for each
segment and the Other category includes certain corporate
18
expense allocations for corporate overhead expenses, employee
benefits, data processing expenses and insurance. These
allocations are based on consumption or at a standard rate
determined by management.
Results of Operations
Overview
Net sales increased 16.6% to $1,333.0 million in the second
quarter of fiscal year 2006, compared to $1,143.1 million
reported in the same period last year, with $108.6 million
of the increase relating to the impact from the acquisitions of
Southwest Power, Inc./ Western States Electric, Inc.
(SWP/WSE), Todd Pipe & Supply (Todd
Pipe), National Construction Products, Inc.
(National), and Ram Pipe and Supply, Inc (Ram
Pipe). Organic sales increased 8.2%, with positive growth
reported by all of our segments other than our Plumbing/ HVAC
segment, which reported slightly lower organic sales mainly due
to non-recurring large project work, competitive pressures and
sales initiatives that were not as effective as planned, partly
offset by an increase in residential projects in California,
Colorado and Arizona. A higher average cost of inventory sold, a
change in business mix, and some selling price weakness
contributed to a 190 basis point reduction in our overall gross
margin percentage to 21.8%, compared to the same period in the
prior year. The decrease in the gross margin percentage was
partly offset by a 100 basis point reduction in operating
expenses as a percentage of net sales due primarily to leverage
obtained from higher net sales, productivity improvements
(including lower corporate costs), a moderation in investment
spending, business mix, and net gains from the sale of surplus
property. Net income decreased $0.2 million or 0.5% in the
second quarter of fiscal year 2006 to $39.2 million, as
compared to the prior years second quarter net income of
$39.4 million. Diluted earnings per share in the second
quarter of fiscal year 2006 totaled $0.59 on 66.6 million
weighted-average shares outstanding, compared to $0.63 per
diluted share reported in the prior year on 62.0 million
weighted-average shares outstanding. The increase of
4.6 million weighted-average shares outstanding was
primarily the result of our equity offering in October 2004, at
which time an additional 4.0 million shares were issued.
Net sales increased 20.5% to $2,572.7 million in the first
six months of fiscal year 2006, compared to
$2,135.9 million reported in the same period last year,
with $277.6 million of the increase relating to the impact
from the acquisitions of SWP/WSE, Todd Pipe, Standard Wholesale
Supply Company (Standard), National, and Ram Pipe.
Organic sales increased 8.6%, with positive growth reported by
Water & Sewer, Utilities, Electrical, Industrial PVF,
Building Materials, and the two product lines comprising our
Other category. Our Plumbing/ HVAC and MRO segments reported
flat or slightly lower organic sales. A higher average cost of
inventory sold, a change in business mix and some selling price
weakness contributed to a 200 basis point reduction in our
overall gross margin percentage to 22.0%, compared to the same
period in the prior year. The decrease in the gross margin
percentage was partly offset by a 140 basis point reduction in
operating expenses as a percentage of net sales due primarily to
the leverage obtained from higher net sales, productivity
improvements (including lower corporate costs), a moderation in
investment spending, business mix, and net gains from the sale
of surplus property. Net income in the first six months of
fiscal year 2006 totaled $73.2 million, a $4.0 million
or 5.8% increase compared to the prior years first six
months net income of $69.2 million. Diluted earnings per
share in the first six months of fiscal year 2006 totaled $1.10
on 66.6 million weighted-average shares outstanding,
compared to $1.12 per diluted share reported in the prior year
on 61.9 million weighted-average shares outstanding. The
increase of 4.7 million weighted-average shares outstanding
was primarily the result of our equity offering in October 2004.
Net Sales
Net sales are affected by numerous factors, including, but not
limited to, commodity pricing, changes in demand, seasonality,
weather, competition and construction cycles. The following
table presents the
19
major components of our consolidated net sales in the second
quarter and first six months of fiscal years 2006 and 2005
(dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
Six Months Ended | |
|
|
| |
|
| |
|
|
July 31, | |
|
July 30, | |
|
Percentage | |
|
July 31, | |
|
July 30, | |
|
Percentage | |
|
|
2005 | |
|
2004 | |
|
Variance | |
|
2005 | |
|
2004 | |
|
Variance | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Existing sales base
|
|
$ |
1,218.5 |
|
|
$ |
1,125.8 |
|
|
|
8.2 |
% |
|
$ |
2,286.7 |
|
|
$ |
2,096.1 |
|
|
|
9.1 |
% |
Branch openings
|
|
|
5.9 |
|
|
|
|
|
|
|
|
|
|
|
7.2 |
|
|
|
|
|
|
|
|
|
Branch closures
|
|
|
|
|
|
|
14.5 |
|
|
|
|
|
|
|
|
|
|
|
33.2 |
|
|
|
|
|
Acquisitions
|
|
|
111.2 |
|
|
|
94.0 |
|
|
|
|
|
|
|
286.7 |
|
|
|
247.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Organic
sales(1)
|
|
|
1,335.6 |
|
|
|
1,234.3 |
|
|
|
8.2 |
% |
|
|
2,580.6 |
|
|
|
2,377.2 |
|
|
|
8.6 |
% |
Excluded
(divested) branches(2)
|
|
|
0.5 |
|
|
|
2.8 |
|
|
|
|
|
|
|
2.3 |
|
|
|
6.6 |
|
|
|
|
|
Less: Pre-acquisition pro forma sales
|
|
|
(3.1 |
) |
|
|
(94.0 |
) |
|
|
|
|
|
|
(10.2 |
) |
|
|
(247.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported net sales
|
|
$ |
1,333.0 |
|
|
$ |
1,143.1 |
|
|
|
16.6 |
% |
|
$ |
2,572.7 |
|
|
$ |
2,135.9 |
|
|
|
20.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Organic sales is a measure used by management to assess the
sales performance associated with branches we have had during
each of the last two years (i.e., existing sales base), branches
we have opened or closed within the last two years, and branches
we have acquired during the last two years. Branches of any
divested business are excluded from our calculation. For
comparative purposes, prior period sales are reported on a pro
forma basis to include pre-acquisition sales activity. We
believe the methodology reflects the current sales performance
of all of our branches, including those newly acquired. |
|
(2) |
During the second quarter of fiscal year 2006, we sold the
assets associated with both a branch in our Other category
(Mechanical product line) and a branch in our Utilities segment
for a combined total of approximately $1.6 million,
respectively. Additionally, during the third quarter of fiscal
year 2005, we sold a business within our MRO segment for
$2.6 million, which resulted in a gain of approximately
$0.1 million. These businesses were sold because they were
not core operations. As a result, the related second quarter
sales of $0.5 million and $2.8 million for fiscal
years 2006 and 2005, respectively, and $2.3 million and
$6.6 million for the first six months of fiscal years 2006
and 2005, respectively, have been excluded from our organic
sales. |
Net sales in the second quarter of fiscal year 2006 totaled
$1,333.0 million, an increase of $189.9 million or
16.6%, compared to the prior years second quarter net
sales of $1,143.1 million. Organic sales increased by
$101.3 million or 8.2%, with positive growth reported by
all of our segments other than our Plumbing/ HVAC segment, which
reported slightly lower organic sales due mainly to
non-recurring large project work, competitive pressures and
sales initiatives that were not as effective as planned, partly
offset by an increase in residential projects in California,
Colorado and Arizona. The increase in net sales included
approximately $108.6 million from our acquisitions
completed during the past year including SWP/WSE (completed in
the fourth quarter of fiscal year 2005), Todd Pipe (completed in
the second quarter of fiscal year 2005), National (completed in
the second quarter of fiscal year 2006) and Ram Pipe (completed
in the second quarter of fiscal year 2006). The remaining
increase in net sales was primarily due to continued strength in
commercial and residential construction; increases in
project-related activity from large industrial and engineering
customers in the petrochemical, power, and oil markets; and
increased industrial activity. Price changes for commodity-based
products were mixed, resulting in a modest price impact to our
total reported net sales in the second quarter of fiscal year
2006.
Net sales in the first six months of fiscal year 2006 totaled
$2,572.7 million, an increase of $436.8 million or
20.5%, compared to the prior years first six months net
sales of $2,135.9 million. Organic sales increased by
$203.4 million or 8.6%, with positive growth reported by
Water & Sewer, Utilities, Electrical, Industrial PVF,
Building Materials, and the two product lines comprising our
Other category. Our Plumbing/ HVAC and MRO segments reported
flat or slightly lower sales. The increase in net sales included
approximately $277.6 million from our acquisitions of
SWP/WSE, Todd Pipe, Standard,
20
National, and Ram Pipe. The remaining increase in net sales was
primarily due to continued strength across the commercial,
residential, industrial and infrastructure end markets. Price
changes for commodity-based products were mixed, resulting in a
modest price impact to our total reported net sales during the
first six months of fiscal year 2006.
Gross Margin
Gross margin is affected by numerous factors, including, but not
limited to product mix changes, commodity pricing, competition,
vendor rebates and direct shipments compared to stock sales.
Gross margin and gross margin ratio to net sales in the second
quarter and first six months of fiscal years 2006 and 2005 were
as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
|
|
| |
|
Percentage and | |
|
|
July 31, | |
|
July 30, | |
|
Basis Point | |
|
|
2005 | |
|
2004 | |
|
Variance | |
|
|
| |
|
| |
|
| |
Gross margin
|
|
$ |
290.8 |
|
|
$ |
270.6 |
|
|
|
7.5 |
% |
Gross margin ratio to net sales
|
|
|
21.8 |
% |
|
|
23.7 |
% |
|
|
(190 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended | |
|
|
|
|
| |
|
Percentage and | |
|
|
July 31, | |
|
July 30, | |
|
Basis Point | |
|
|
2005 | |
|
2004 | |
|
Variance | |
|
|
| |
|
| |
|
| |
Gross margin
|
|
$ |
567.1 |
|
|
$ |
512.2 |
|
|
|
10.7 |
% |
Gross margin ratio to net sales
|
|
|
22.0 |
% |
|
|
24.0 |
% |
|
|
(200 |
) |
Gross margin ratio to net sales totaled 21.8% and 23.7% in the
second quarter of fiscal years 2006 and 2005, respectively, and
22.0% and 24.0% in the first six months of fiscal years 2006 and
2005, respectively. The decreases were mainly attributable to
higher product costs, business mix and some selling price
weakness. The higher product costs were primarily the result of
the favorable impact in the prior year periods of higher selling
prices resulting from a steep increase in commodity prices while
the commensurate increase in product costs was not incurred
until the inventory was replaced in subsequent months.
Approximately 60 basis points of the gross margin decrease was
due to a greater mix of our Utilities business, which carries a
lower gross margin, but also lower expenses, as a result of the
SWP/WSE acquisition. The Utilities business comprised 15.8% and
9.5% of our net sales during the second quarter of fiscal years
2006 and 2005, respectively, and 15.8% and 9.8% of our net sales
during the first six months of fiscal years 2006 and 2005,
respectively. Partially offsetting these negative impacts were
improved purchasing leverage, resulting in higher vendor rebate
income, and a slight increase in our business mix of our
Industrial PVF business, which has historically generated higher
margins than our other businesses.
Operating Expenses
Operating expenses and percentage of net sales for the second
quarter and first six months of fiscal years 2006 and 2005 were
as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses | |
|
Percentage of Net Sales | |
|
|
| |
|
| |
|
|
Three Months Ended | |
|
Three Months Ended | |
|
|
| |
|
| |
|
|
July 31, | |
|
July 30, | |
|
Percentage | |
|
July 31, | |
|
July 30, | |
|
Basis Point | |
|
|
2005 | |
|
2004 | |
|
Variance | |
|
2005 | |
|
2004 | |
|
Variance | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Personnel expenses
|
|
$ |
140.9 |
|
|
$ |
130.8 |
|
|
|
7.7 |
% |
|
|
10.6 |
% |
|
|
11.4 |
% |
|
|
(80 |
) |
Other selling, general and administrative expenses
|
|
|
70.6 |
|
|
|
62.6 |
|
|
|
12.8 |
% |
|
|
5.3 |
% |
|
|
5.5 |
% |
|
|
(20 |
) |
Depreciation and amortization
|
|
|
8.3 |
|
|
|
6.7 |
|
|
|
23.9 |
% |
|
|
0.6 |
% |
|
|
0.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
219.8 |
|
|
$ |
200.1 |
|
|
|
9.8 |
% |
|
|
16.5 |
% |
|
|
17.5 |
% |
|
|
(100 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses | |
|
Percentage of Net Sales | |
|
|
| |
|
| |
|
|
Six Months Ended | |
|
Six Months Ended | |
|
|
| |
|
| |
|
|
July 31, | |
|
July 30, | |
|
Percentage | |
|
July 31, | |
|
July 30, | |
|
Basis Point | |
|
|
2005 | |
|
2004 | |
|
Variance | |
|
2005 | |
|
2004 | |
|
Variance | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Personnel expenses
|
|
$ |
281.1 |
|
|
$ |
251.2 |
|
|
|
11.9 |
% |
|
|
10.9 |
% |
|
|
11.7 |
% |
|
|
(80 |
) |
Other selling, general and administrative expenses
|
|
|
136.4 |
|
|
|
127.2 |
|
|
|
7.2 |
% |
|
|
5.3 |
% |
|
|
5.9 |
% |
|
|
(60 |
) |
Depreciation and amortization
|
|
|
16.1 |
|
|
|
12.7 |
|
|
|
26.8 |
% |
|
|
0.6 |
% |
|
|
0.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
433.6 |
|
|
$ |
391.1 |
|
|
|
10.9 |
% |
|
|
16.9 |
% |
|
|
18.3 |
% |
|
|
(140 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personnel expenses during the second quarter of fiscal year 2006
increased by $10.1 million or 7.7% as compared to the
second quarter of fiscal year 2005. Of the $10.1 million
increase, approximately $5.7 million was the result of the
SWP/WSE and Todd Pipe acquisitions. Our workforce increased
approximately 4.4%, from approximately 9,100 employees at
July 30, 2004 to approximately 9,500 employees at
July 31, 2005, primarily as a result of prior year
acquisitions. Excluding the impact of these acquisitions, our
workforce increased by approximately 1% compared to the prior
years second quarter. The $4.4 million or 3.4%
increase in personnel expenses during the second quarter of
fiscal year 2006, excluding the impact of the acquisitions, was
primarily the result of a $7.3 million or 9.3% increase in
salaries and wages as a result of the increase in headcount
(which included a number of key management additions) as well as
normal annual increases, a $2.0 million increase in
temporary labor and overtime primarily related to various system
conversions as well as increased sales, and an $0.8 million
increase in additional restricted stock amortization associated
with fiscal year 2005 and fiscal year 2006 restricted stock
grants. These increases were partially offset by a reduction in
employee health insurance expenses of $3.1 million due to
lower claims activity and a change in our healthcare provider
effective January 1, 2005, and a reduction in bonus expense
of $2.7 million due to a decline in performance measures as
compared against strong results in the first six months of the
prior fiscal year.
As a percentage of net sales, personnel expenses were 10.9% and
11.7% during the first six months of fiscal years 2006 and 2005,
respectively, with $16.2 million of the $29.9 million
increase in costs primarily relating to the SWP/WSE, Todd Pipe
and Standard acquisitions. Personnel expenses during the first
six months of fiscal year 2006, excluding the impact of
acquisitions, increased by $13.7 million primarily due to
the factors identified in the analysis of the second
quarters results.
Other selling, general and administrative expenses increased
$8.0 million or 12.8% as compared to the second quarter of
fiscal year 2005. Of the increase, the acquisitions of SWP/WSE
and Todd Pipe accounted for $2.0 million. Excluding the
impact of these acquisitions, other selling, general and
administrative expenses increased $6.0 million or 9.6%,
primarily as a result of a $1.4 million increase in fuel
costs due to increased prices and sales; a $1.3 million
increase in professional fees related to various facilities
management and credit reporting improvements; a
$1.1 million increase in building rents due in part to the
sale-leaseback transactions completed in April and December of
fiscal year 2005; an $0.8 million environmental charge
associated with the anticipated remediation of chlorinated
hydrocarbons discovered at one of our branches; and other
increases that were consistent with the 16.6% increase in net
sales. These increases in other selling, general and
administrative costs were partially offset by $1.7 million
of additional net gains from the sale of surplus property as
compared to the prior year.
Other selling, general and administrative expenses increased
$9.2 million or 7.2% as compared to the first six months of
fiscal year 2005, primarily related to the Todd Pipe, SWP/WSE,
and Standard acquisitions, which collectively added
$6.5 million of other selling, general and administrative
expenses. Excluding the impact of these acquisitions, other
selling, general and administrative expenses increased
$2.7 million or 2.1% during the first six months of fiscal
year 2006 primarily due to a $3.1 million increase in
building rents due in part to the sale-leaseback transactions
completed in April and December of fiscal year 2005; a
$2.1 million increase in fuel costs due to increased prices
and sales; a $1.4 million increase in professional fees
related to various facilities management and credit reporting
improvements; an $0.8 million environmental charge
associated with the anticipated remediation of chlorinated
hydrocarbons
22
discovered at one of our branches; and other increases that were
consistent with the 20.5% increase in net sales, partly offset
by various favorable reductions as compared to the prior year
period. The favorable reductions include a $2.6 million
decrease in marketing expenses primarily as a result of expanded
vendor involvement in our marketing promotions and events;
$2.5 million associated with additional net gains from the
sale of surplus property as compared to the prior year and
losses from the sale-leaseback transactions completed during the
first quarter of fiscal year 2005; and a $1.3 million
reduction in the provision for doubtful accounts despite
increased net sales due to an improvement in the credit quality
of our accounts receivable through enhanced credit policies and
management of past due accounts as well as a non-recurring
write-off of $0.6 million in the Industrial PVF segment in
the prior year.
The increase in depreciation and amortization expense of
$1.6 million and $3.4 million during the second
quarter and first six months of fiscal year 2006 compared to the
second quarter and first six months of fiscal year 2005,
respectively, was primarily a result of incremental amortization
expense associated with the intangible assets related to the
SWP/WSE, Todd Pipe, National, and Ram Pipe acquisitions. As a
percentage of net sales, depreciation and amortization expenses
remained flat at 0.6% for the second quarter and first six
months of fiscal year 2006 and the same periods of fiscal year
2005.
We are primarily a fixed cost business; consequently a
percentage change in our net sales can have a greater percentage
effect on our operating expense ratio. Operating expenses as a
percentage of net sales decreased 100 basis points from 17.5% in
the second quarter fiscal year 2005 to 16.5% in the second
quarter of fiscal year 2006. For the first six months of fiscal
year 2006, operating expenses as a percentage of net sales
decreased 140 basis points to 16.9% from 18.3% in the prior
years period. These improvements are due primarily to the
leverage obtained from higher net sales; productivity
improvements (including lower corporate costs); a moderation in
investment spending; business mix, including an improvement in
the Utilities segment that was primarily related to the SWP/WSE
acquisition; and net gains from the sale of surplus property.
Operating Income
Operating income is affected significantly by fluctuations in
net sales as well as changes in business and product mix.
Operating income for the second quarter and first six months of
fiscal years 2006 and 2005 was as follows (dollars
in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income | |
|
Percentage of Net Sales | |
|
|
| |
|
| |
|
|
Three Months Ended | |
|
Three Months Ended | |
|
|
| |
|
| |
|
|
July 31, | |
|
July 30, | |
|
Percentage | |
|
July 31, | |
|
July 30, | |
|
Basis Point | |
|
|
2005 | |
|
2004 | |
|
Variance | |
|
2005 | |
|
2004 | |
|
Variance | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Operating income
|
|
$ |
71.0 |
|
|
$ |
70.5 |
|
|
|
0.7 |
% |
|
|
5.3 |
% |
|
|
6.2 |
% |
|
|
(90 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income | |
|
Percentage of Net Sales | |
|
|
| |
|
| |
|
|
Six Months Ended | |
|
Six Months Ended | |
|
|
| |
|
| |
|
|
July 31, | |
|
July 30, | |
|
Percentage | |
|
July 31, | |
|
July 30, | |
|
Basis Point | |
|
|
2005 | |
|
2004 | |
|
Variance | |
|
2005 | |
|
2004 | |
|
Variance | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Operating income
|
|
$ |
133.5 |
|
|
$ |
121.1 |
|
|
|
10.2 |
% |
|
|
5.2 |
% |
|
|
5.7 |
% |
|
|
(50 |
) |
Operating income during the second quarter of fiscal year 2006
totaled $71.0 million, increasing $0.5 million or 0.7%
despite last years strong second quarter. Operating income
as a percentage of net sales decreased 90 basis points to 5.3%
due primarily to a 190 basis point reduction in our gross margin
percentage resulting from a higher average cost of inventory
sold, a change in business mix, and some selling price weakness,
partially offset by a 100 basis point reduction in operating
expenses as a percentage of net sales, resulting from the
leverage obtained from higher net sales, productivity
improvements (including lower corporate costs), a moderation in
investment spending, business mix, and net gains from the sale
of surplus property.
Operating income during the first six months of fiscal year 2006
totaled $133.5 million, increasing $12.4 million or
10.2%, compared to the prior years first six months
operating income total of $121.1 million, due primarily to
a 200 basis point reduction in our gross margin percentage,
partially offset
23
by a 140 basis point reduction in operating expenses as a
percentage of net sales, for reasons consistent with those
identified in the analysis of the second quarter of fiscal year
2006.
Interest Expense
Interest expense totaled $8.8 million and $7.5 million
in the second quarter of fiscal years 2006 and 2005,
respectively, and totaled $17.8 million and
$13.8 million in the first six months of fiscal years 2006
and 2005, respectively. Interest expense increased during the
second quarter and first six months of fiscal year 2006
primarily as a result of a $40.2 million or 8.1% and
$79.6 million or 17.3% increase in our weighted-average
outstanding debt balances, and a 126 and 99 basis point increase
in our weighted-average interest rates, respectively. These
increases were mainly attributable to our private placement of
$300.0 million in original principal amount of 5.5% senior
notes in October 2004, a portion of the proceeds from which were
used to pay off amounts outstanding from lower cost variable
borrowings under our revolving credit agreement.
Interest and Other Income
Interest and other income totaled $2.1 million and
$1.6 million in the second quarter of fiscal years 2006 and
2005, respectively, and $4.3 million and $3.3 million
in the first six months of fiscal years 2006 and 2005,
respectively. The increase in the second quarter and the first
six months of fiscal year 2006 was mainly due to additional
interest income resulting from an increased level of cash,
primarily resulting from strong operating cash flow and our
equity and debt offerings in October 2004.
Income Taxes
Our effective tax rate was 39% in the second quarter of fiscal
years 2006 and 2005, and 39% and 37.4% in the first six months
of fiscal years 2006 and 2005, respectively. The increase in our
effective tax rate during the first six months of fiscal year
2006 was primarily attributable to a $1.7 million tax
benefit realized in the first quarter of fiscal year 2005
related to federal income tax filing amendments associated with
prior fiscal years. Our effective tax rate is expected to be 39%
for fiscal year 2006.
Segment Results
Consolidated net sales and organic sales by segment in the
second quarter and first six months of fiscal years 2006 and
2005 were as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Net Sales | |
|
Organic Sales | |
|
|
| |
|
| |
|
|
Three Months Ended | |
|
Three Months Ended | |
|
|
| |
|
| |
|
|
July 31, | |
|
July 30, | |
|
Percentage | |
|
July 31, | |
|
July 30, | |
|
Percentage | |
|
|
2005 | |
|
2004 | |
|
Variance | |
|
2005(1) | |
|
2004(2) | |
|
Variance | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Water & Sewer
|
|
$ |
349.6 |
|
|
$ |
323.2 |
|
|
|
8.2 |
% |
|
$ |
349.6 |
|
|
$ |
323.2 |
|
|
|
8.2 |
% |
Plumbing/HVAC
|
|
|
286.9 |
|
|
|
270.3 |
|
|
|
6.1 |
% |
|
|
290.0 |
|
|
|
292.2 |
|
|
|
(0.8) |
% |
Utilities
|
|
|
210.9 |
|
|
|
108.7 |
|
|
|
94.0 |
% |
|
|
210.4 |
|
|
|
178.7 |
|
|
|
17.7 |
% |
MRO
|
|
|
128.8 |
|
|
|
126.4 |
|
|
|
1.9 |
% |
|
|
128.8 |
|
|
|
124.9 |
|
|
|
3.1 |
% |
Electrical
|
|
|
119.2 |
|
|
|
117.8 |
|
|
|
1.2 |
% |
|
|
119.2 |
|
|
|
117.8 |
|
|
|
1.2 |
% |
Industrial PVF
|
|
|
112.5 |
|
|
|
85.6 |
|
|
|
31.4 |
% |
|
|
112.5 |
|
|
|
85.6 |
|
|
|
31.4 |
% |
Building Materials
|
|
|
74.2 |
|
|
|
65.8 |
|
|
|
12.8 |
% |
|
|
74.2 |
|
|
|
67.9 |
|
|
|
9.3 |
% |
Other
|
|
|
50.9 |
|
|
|
45.3 |
|
|
|
12.4 |
% |
|
|
50.9 |
|
|
|
44.0 |
|
|
|
15.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,333.0 |
|
|
$ |
1,143.1 |
|
|
|
16.6 |
% |
|
$ |
1,335.6 |
|
|
$ |
1,234.3 |
|
|
|
8.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Net Sales | |
|
Organic Sales | |
|
|
| |
|
| |
|
|
Six Months Ended | |
|
Six Months Ended | |
|
|
| |
|
| |
|
|
July 31, | |
|
July 30, | |
|
Percentage | |
|
July 31, | |
|
July 30, | |
|
Percentage | |
|
|
2005 | |
|
2004 | |
|
Variance | |
|
2005(3) | |
|
2004(4) | |
|
Variance | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Water & Sewer
|
|
$ |
669.9 |
|
|
$ |
594.8 |
|
|
|
12.6 |
% |
|
$ |
669.9 |
|
|
$ |
614.9 |
|
|
|
8.9 |
% |
Plumbing/HVAC
|
|
|
561.2 |
|
|
|
480.9 |
|
|
|
16.7 |
% |
|
|
569.1 |
|
|
|
568.8 |
|
|
|
0.1 |
% |
Utilities
|
|
|
405.2 |
|
|
|
208.8 |
|
|
|
94.1 |
% |
|
|
404.1 |
|
|
|
344.4 |
|
|
|
17.3 |
% |
MRO
|
|
|
229.2 |
|
|
|
233.3 |
|
|
|
(1.8) |
% |
|
|
229.2 |
|
|
|
230.5 |
|
|
|
(0.6) |
% |
Electrical
|
|
|
234.7 |
|
|
|
230.4 |
|
|
|
1.9 |
% |
|
|
234.7 |
|
|
|
230.4 |
|
|
|
1.9 |
% |
Industrial PVF
|
|
|
230.2 |
|
|
|
168.3 |
|
|
|
36.8 |
% |
|
|
230.2 |
|
|
|
168.3 |
|
|
|
36.8 |
% |
Building Materials
|
|
|
142.8 |
|
|
|
124.9 |
|
|
|
14.3 |
% |
|
|
145.1 |
|
|
|
129.2 |
|
|
|
12.3 |
% |
Other
|
|
|
99.5 |
|
|
|
94.5 |
|
|
|
5.3 |
% |
|
|
98.3 |
|
|
|
90.7 |
|
|
|
8.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
2,572.7 |
|
|
$ |
2,135.9 |
|
|
|
20.5 |
% |
|
$ |
2,580.6 |
|
|
$ |
2,377.2 |
|
|
|
8.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Organic sales during the second quarter of fiscal year 2006
includes $3.1 million of pre-acquisition pro forma sales in
the Plumbing/ HVAC segment (Ram Pipe) and excludes
$0.5 million of net sales associated with a divested branch
in our Utilities business. |
|
(2) |
Organic sales during the second quarter of fiscal year 2005
includes $21.9 million, $70.0 million and
$2.1 million of pre-acquisition pro forma sales in the
Plumbing/ HVAC segment (Todd Pipe and Ram Pipe), the Utilities
segment (SWP/WSE) and the Building Materials segment (National),
respectively, and excludes $1.5 million and
$1.3 million of net sales associated with a divested
business in our MRO segment and a branch in the Mechanical
product line within our Other category, respectively. |
|
(3) |
Organic sales for the first six months of fiscal year 2006
includes $7.9 million and $2.3 million of pre-
acquisition pro forma sales in the Plumbing/ HVAC segment (Ram
Pipe) and the Building Materials segment (National),
respectively, and excludes $1.1 million and
$1.2 million of net sales associated with a divested branch
in our Utilities segment and a branch in the Mechanical product
line within our Other category, respectively. |
|
(4) |
Organic sales during the first six months of fiscal year 2005
includes $20.1 million, $87.9 million,
$135.6 million and $4.3 million of pre-acquisition pro
forma sales in the Water & Sewer segment (Standard),
Plumbing/ HVAC segment (Todd Pipe and Ram Pipe), Utilities
segment (SWP/WSE), and the Building Materials segment
(National), respectively, and excludes $2.8 million and
$3.8 million of net sales associated with a divested
business in our MRO segment and a branch in the Mechanical
product line within our Other category, respectively. |
25
Operating income by segment and as a percentage of net sales for
the second quarter and first six months of fiscal years 2006 and
2005 were as follows (dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income | |
|
Percentage of Net Sales | |
|
|
| |
|
| |
|
|
Three Months Ended | |
|
Three Months Ended | |
|
|
| |
|
| |
|
|
July 31, | |
|
July 30, | |
|
Percentage | |
|
July 31, | |
|
July 30, | |
|
Basis Point | |
|
|
2005 | |
|
2004 | |
|
Variance | |
|
2005 | |
|
2004 | |
|
Variance | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Water & Sewer
|
|
$ |
17.2 |
|
|
$ |
18.5 |
|
|
|
(7) |
% |
|
|
4.9 |
% |
|
|
5.7 |
% |
|
|
(80 |
) |
Plumbing/HVAC
|
|
|
4.6 |
|
|
|
8.2 |
|
|
|
(44) |
% |
|
|
1.6 |
% |
|
|
3.0 |
% |
|
|
(140 |
) |
Utilities
|
|
|
8.6 |
|
|
|
4.5 |
|
|
|
91 |
% |
|
|
4.1 |
% |
|
|
4.1 |
% |
|
|
|
|
MRO
|
|
|
11.1 |
|
|
|
13.1 |
|
|
|
(15) |
% |
|
|
8.6 |
% |
|
|
10.4 |
% |
|
|
(180 |
) |
Electrical
|
|
|
3.5 |
|
|
|
2.7 |
|
|
|
30 |
% |
|
|
2.9 |
% |
|
|
2.3 |
% |
|
|
60 |
|
Industrial PVF
|
|
|
16.2 |
|
|
|
12.4 |
|
|
|
31 |
% |
|
|
14.4 |
% |
|
|
14.5 |
% |
|
|
(10 |
) |
Building Materials
|
|
|
5.4 |
|
|
|
6.4 |
|
|
|
(16) |
% |
|
|
7.3 |
% |
|
|
9.7 |
% |
|
|
(240 |
) |
Other
|
|
|
2.3 |
|
|
|
4.4 |
|
|
|
(48) |
% |
|
|
4.5 |
% |
|
|
9.7 |
% |
|
|
(520 |
) |
Corporate(1)
|
|
|
2.1 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
71.0 |
|
|
$ |
70.5 |
|
|
|
1 |
% |
|
|
5.3 |
% |
|
|
6.2 |
% |
|
|
(90 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income | |
|
Percentage of Net Sales | |
|
|
| |
|
| |
|
|
Six Months Ended | |
|
Six Months Ended | |
|
|
| |
|
| |
|
|
July 31, | |
|
July 30, | |
|
Percentage | |
|
July 31, | |
|
July 30, | |
|
Basis Point | |
|
|
2005 | |
|
2004 | |
|
Variance | |
|
2005 | |
|
2004 | |
|
Variance | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Water & Sewer
|
|
$ |
31.2 |
|
|
$ |
29.0 |
|
|
|
8 |
% |
|
|
4.7 |
% |
|
|
4.9 |
% |
|
|
(20 |
) |
Plumbing/HVAC
|
|
|
10.2 |
|
|
|
12.8 |
|
|
|
(20) |
% |
|
|
1.8 |
% |
|
|
2.7 |
% |
|
|
(90 |
) |
Utilities
|
|
|
15.4 |
|
|
|
7.3 |
|
|
|
111 |
% |
|
|
3.8 |
% |
|
|
3.5 |
% |
|
|
30 |
|
MRO
|
|
|
18.6 |
|
|
|
20.8 |
|
|
|
(11) |
% |
|
|
8.1 |
% |
|
|
8.9 |
% |
|
|
(80 |
) |
Electrical
|
|
|
6.9 |
|
|
|
6.5 |
|
|
|
6 |
% |
|
|
2.9 |
% |
|
|
2.8 |
% |
|
|
10 |
|
Industrial PVF
|
|
|
34.1 |
|
|
|
23.8 |
|
|
|
43 |
% |
|
|
14.8 |
% |
|
|
14.1 |
% |
|
|
70 |
|
Building Materials
|
|
|
10.4 |
|
|
|
11.4 |
|
|
|
(9) |
% |
|
|
7.3 |
% |
|
|
9.1 |
% |
|
|
(180 |
) |
Other
|
|
|
3.7 |
|
|
|
9.2 |
|
|
|
(60) |
% |
|
|
3.7 |
% |
|
|
9.7 |
% |
|
|
(600 |
) |
Corporate(1)
|
|
|
3.0 |
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
133.5 |
|
|
$ |
121.1 |
|
|
|
10 |
% |
|
|
5.2 |
% |
|
|
5.7 |
% |
|
|
(50 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The $2.1 million and $3.0 million of operating income
in the Corporate category in the second quarter and first six
months of fiscal year 2006, respectively, primarily related to
gains from the sale of surplus properties partially offset in
the second quarter of fiscal year 2006 by an environmental
liability associated with the anticipated remediation of
chlorinated hydrocarbons discovered at one of our branches. We
recognized net gains from the sale of surplus properties
totaling $0.6 million and $2.3 million in the second
quarter and first six months of fiscal year 2005, respectively,
with the $2.3 million partly offset by a $1.3 million
loss associated with a sale-leaseback transaction completed on
April 30, 2004 for a portfolio of properties associated
with 18 different branches. Prior to the second quarter of
fiscal year 2005, all surplus property activity was allocated to
our operating segments and the Other category. |
The following is a discussion of the factors impacting net sales
and operating income for our operating segments:
Water & Sewer
Net sales: Net sales in the second quarter of fiscal year
2006 totaled $349.6 million, an increase of
$26.4 million or 8.2%, compared to the prior years
second quarter net sales of $323.2 million. A higher
26
volume of private and public infrastructure projects,
particularly in Arizona, Florida, Colorado, the Pacific
Northwest and Midwest, and higher prices for PVC and ductile
iron pipe drove the 8.2% organic growth rate during the second
quarter of fiscal year 2006.
Net sales for the first six months of fiscal year 2006 totaled
$669.9 million, an increase of $75.1 million or 12.6%.
This increase included net sales of $23.8 million from the
Standard acquisition completed in May 2004. The organic sales
growth rate of 8.9% during the first six months of fiscal year
2006 was primarily due to demand for residential, commercial and
municipal projects particularly in Arizona, Florida, Texas, the
Midwest and Pacific Northwest and higher prices for PVC and
ductile iron pipe.
Operating Income: As a percentage of net sales, operating
income decreased to 4.9% and 4.7% in the second quarter and
first six months of fiscal year 2006 from 5.7% and 4.9% in the
comparable prior year periods, respectively. The decreases in
operating income as a percentage of net sales were the result of
decreased gross margins attributable to higher product costs,
competitive pricing pressures in certain markets, and higher
levels of direct shipments.
Plumbing/HVAC
Net sales: Net sales in the second quarter of fiscal year
2006 totaled $286.9 million, an increase of
$16.6 million or 6.1%, compared to the prior years
second quarter net sales of $270.3 million. The entire
increase is attributable to the acquisitions of Todd Pipe and
Ram Pipe, which contributed $20.6 million and
$0.9 million, respectively, to net sales in the second
quarter of fiscal year 2006. Organic sales declined by 0.8% due
mainly to non-recurring large project work, competitive pricing
pressures, primarily in Florida, Georgia and Texas, and sales
initiatives that were not as effective as planned. Partially
offsetting these declines was an increase in residential
projects in California, Colorado and Arizona.
Net sales in the first six months of fiscal year 2006 totaled
$561.2 million, an increase of $80.3 million or 16.7%
compared to the prior years first six months net sales
total of $480.9 million. The acquisitions of Todd Pipe and
Ram Pipe contributed $83.5 million and $0.9 million,
respectively, to the net sales increase in the first six months
of fiscal year 2006. Organic sales during the first six months
of fiscal year 2006 remained flat with the comparable prior year
period primarily due to the factors identified above.
Operating income: As a percentage of net sales, operating
income decreased to 1.6% and 1.8% in the second quarter and
first six months of fiscal year 2006 from 3.0% and 2.7% in the
comparable prior year periods, respectively. The 140 and 90
basis point decreases were directly attributable to declines in
gross margin resulting from higher product costs and competitive
pricing pressures in certain markets.
Utilities
Net sales: Net sales in the second quarter of fiscal year
2006 totaled $210.9 million, an increase of
$102.2 million or 94.0%, compared to the prior year second
quarter net sales of $108.7 million. This increase included
net sales of $84.9 million from the SWP/WSE acquisition
completed in November 2004. The organic sales growth rate of
17.7% during the second quarter of fiscal year 2006 was driven
primarily by new and expanded alliance contracts, higher meter
sales, and increased project work across all regions, with
particular strength in the Florida, Texas and Illinois markets.
Net sales for the first six months of fiscal year 2006 totaled
$405.2 million, an increase of $196.4 million or
94.1%, compared to the net sales for the first six months of
fiscal year 2005 of $208.8 million. The increase included
$167.2 million of net sales from the SWP/WSE acquisition.
The organic sales growth rate of 17.3% during the first six
months of fiscal year 2006 was driven primarily by new and
expanded alliance contracts with large electric utility
companies, higher meter sales, and increased project work across
all regions.
Operating income: As a percentage of net sales, operating
income was 4.1% for the second quarter of fiscal years 2006 and
2005. During the first six months of fiscal year 2006, operating
income as a percentage of net sales totaled 3.8% as compared to
a ratio of 3.5% during the first six months of fiscal
27
year 2005. The 30 basis point increase was primarily due to
leverage from the higher net sales associated with the SWP/WSE
acquisition along with a decline in the ratio of operating
expenses to net sales as a result of costs incurred last year to
establish the infrastructure necessary to support additional
business from alliance customers.
MRO
Net sales: Net sales in the second quarter of fiscal year
2006 totaled $128.8 million, an increase of
$2.4 million or 1.9%, compared to the prior years
second quarter total of $126.4 million. Organic sales
increased $3.9 million or 3.1% compared to the second
quarter of fiscal year 2005, which excluded sales from divested
operations of $1.5 million. The organic sales growth was
primarily attributable to a higher level of renovation business,
along with higher fabrication and window covering sales.
Increased sales of appliances, water heaters and HVAC equipment
also contributed to net sales growth, but resulted in lower
margins during the quarter. The MRO segments southeast
markets experienced the strongest growth during the quarter, as
apartment occupancy rates improved both in the region and
nationally.
Net sales in the first six months of fiscal year 2006 totaled
$229.2 million, a decrease of $4.1 million or 1.8%
compared to the prior years first six months net sales
total of $233.3 million. Organic sales decreased
$1.3 million or 0.6% compared to the first six months of
fiscal year 2005 amount, which excluded sales of
$2.8 million from divested operations. The slight decline
in organic sales during the first six months of fiscal year 2006
was primarily due to the disruptive impact of integration and
system conversion initiatives resulting from the Century
Maintenance Supply, Inc. (Century) acquisition and,
while improving, weakness in the multi-family housing market.
Operating income: As a percentage of net sales, operating
income decreased to 8.6% in the second quarter of fiscal year
2006 from 10.4% in the prior years second quarter. During
the first six months of fiscal year 2006, operating income as a
percentage of net sales decreased to 8.1%, as compared to 8.9%
during the prior year period. The 180 and 80 basis point
declines during the second quarter and first half of fiscal year
2006, respectively, were primarily driven by a decrease in gross
margin in the second quarter. Increases in lower margin product
lines such as appliances, water heaters, and HVAC equipment
contributed to net sales growth, but a higher mix of these items
as well as a very competitive pricing environment diluted the
overall margin.
Electrical
Net sales: Net sales in the second quarter of fiscal year
2006 totaled $119.2 million, an increase of
$1.4 million or 1.2%, compared to the prior years
second quarter total of $117.8 million. During the first
six months of fiscal year 2006, net sales totaled
$234.7 million, an increase of $4.3 million or 1.9%
compared to the prior year. Sales growth experienced in both the
second quarter and first six months of fiscal year 2006 as
compared to the prior year periods was primarily the result of
continued strength in commercial and residential construction in
Florida. This was mostly offset by lower sales in Texas, due to
a weak commercial market in Houston, and a lower level of large
project work in select markets of Georgia and the Carolinas from
the previous year.
Operating income: As a percentage of net sales, operating
income increased to 2.9% in the second quarter of fiscal year
2006 from 2.3% in the prior years second quarter. During
the first six months of fiscal year 2006, operating income as a
percentage of net sales increased to 2.9%, as compared to a
ratio of 2.8% during the prior year period. The 60 basis point
improvement in the second quarter of fiscal year 2006 was
primarily due to improved efficiencies resulting from the
closure of the distribution center serving this business. The
efficiency improvements made in the second quarter of fiscal
year 2006 were offset on a year to date basis by lower gross
margins in the first quarter of fiscal year 2006 compared to the
comparable prior year period resulting from stabilizing
commodity prices.
28
Industrial PVF
Net sales: Net sales in the second quarter of fiscal year
2006 totaled $112.5 million, an increase of
$26.9 million or 31.4%, compared to the prior years
second quarter net sales total of $85.6 million. The
increase in net sales for the second quarter of fiscal year 2006
as compared to the prior year was primarily attributable to
continued strength in selling prices, combined with higher
demand from fabricators and end users.
Net sales in the first six months of fiscal year 2006 totaled
$230.2 million, an increase of $61.9 million or 36.8%
compared to the prior years first six months net sales
total of $168.3 million. The increase in net sales during
the first six months of fiscal year 2006 as compared to the
prior year was primarily attributable to continued strength in
selling prices over the comparable prior year period and
increased demand from fabricators and end users.
Operating income: As a percentage of net sales, operating
income decreased 10 basis points to 14.4% in the second quarter
of fiscal year 2006, from 14.5% in the prior years second
quarter. Operating income for the first six months of fiscal
year 2006 as a percentage of net sales increased 70 basis points
to 14.8%, as compared to a ratio of 14.1% during the prior year
period. The increase of 70 basis points for first six months of
fiscal year 2006 was primarily the result of an increase in
gross margin attributable to continued strength in selling
prices for commodity-based products and higher demand over
fiscal year 2005 levels, partly offset by increases in moving
average costs for commodity-based products.
Building Materials
Net sales: Net sales in the second quarter of fiscal year
2006 totaled $74.2 million, an increase of
$8.4 million or 12.8%, compared to the prior years
second quarter total of $65.8 million. This increase
included net sales of $2.2 million from the National
acquisition completed on May 1, 2005. The organic sales
growth rate of 9.3% during the second quarter of fiscal year
2006 was primarily the result of strong commercial construction
activity, mainly in Florida.
Net sales in the first six months of fiscal year 2006 totaled
$142.8 million, an increase of $17.9 million or 14.3%
compared to the prior years first six months net sales
total of $124.9 million. The organic sales growth rate of
12.3% during the first six months of fiscal year 2006 was
primarily a result of strong commercial construction activity,
mainly in Florida.
Operating income: As a percentage of net sales, operating
income decreased to 7.3% in the second quarter of fiscal year
2006 from 9.7% in the prior years second quarter. The 240
basis point decrease was primarily attributable to higher
average cost inventory compared to the prior years quarter
resulting from a steep increase in commodity prices for steel
and lumber in the second quarter of fiscal year 2005 and
competitive pricing pressures in certain markets.
During the first six months of fiscal year 2006, operating
income as a percentage of net sales decreased by 180 basis
points to 7.3%, as compared to a ratio of 9.1% during the prior
year period. The 180 basis point decline was primarily
attributable to the factors identified in the analysis of the
second quarter of fiscal year 2006.
Other
Net sales: In the Other category, net sales in the second
quarter of fiscal year 2006 totaled $50.9 million, an
increase of $5.6 million or 12.4%, compared to the prior
years second quarter net sales of $45.3 million.
Organic sales totaled $50.9 million and $44.0 million
in the second quarter of fiscal years 2006 and 2005,
respectively, an increase of $6.9 million or 15.7%. Net
sales in the first six months of fiscal year 2006 totaled
$99.5 million, an increase of $5.0 million or 5.3%
compared to the prior years net sales of
$94.5 million. Organic sales totaled $98.3 million and
$90.7 million during the first six months of fiscal years
2006 and 2005, respectively, an increase of $7.6 million or
8.4%.
29
The Fire Protection product line had net sales growth of
$4.2 million or 11.4% during the second quarter of fiscal
year 2006 and net sales growth of $5.8 million or 7.8%
during the first six months of fiscal year 2006. The increase in
net sales was primarily driven by the opening of a fabrication
facility in the fourth quarter of fiscal year 2005 that expanded
business in the Carolinas, combined with increased demand,
particularly in California.
The Mechanical product line had sales growth of 33.2% and 10.1%
during the second quarter and first six months of fiscal year
2006, respectively, due primarily to expanded business with a
large commercial customer in Florida. Excluded from organic
sales were $1.3 million during the second quarter of fiscal
year 2005 and $1.2 million and $3.8 million during the
first six months of fiscal years 2006 and 2005, respectively,
related to the divestiture of a mechanical branch in Louisiana.
Operating income: As a percentage of net sales, operating
income decreased to 4.5% in the second quarter of fiscal year
2006 from 9.7% in the prior years second quarter. During
the first six months of fiscal year 2006, operating income as a
percentage of net sales decreased 600 basis points to 3.7%, as
compared to a ratio of 9.7% during the prior year period. The
520 and 600 basis point declines during the second quarter and
the first six months of fiscal year 2006, respectively, were
primarily the result of higher average cost inventory over the
prior fiscal year.
Liquidity and Capital Resources
The following sets forth certain measures of our liquidity
(dollars in millions):
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended | |
|
|
| |
|
|
July 31, | |
|
July 30, | |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Net cash provided by (used in) operating activities
|
|
$ |
69.8 |
|
|
$ |
(1.1 |
) |
Net cash used in investing activities
|
|
|
(38.1 |
) |
|
|
(82.4 |
) |
Net cash (used in) provided by financing activities
|
|
|
(26.6 |
) |
|
|
93.4 |
|
|
|
|
|
|
|
|
|
|
|
|
July 31, | |
|
January 31, | |
|
|
2005 | |
|
2005 | |
|
|
| |
|
| |
Working capital
|
|
$ |
973.6 |
|
|
$ |
915.3 |
|
Current ratio
|
|
|
2.3 to 1 |
|
|
|
2.4 to 1 |
|
Debt to total capital
|
|
|
28.9 |
% |
|
|
30.3 |
% |
Working Capital
Compared to January 31, 2005, working capital increased
$58.3 million or 6.4% during the first half of fiscal year
2006. The increase in working capital was primarily attributable
to higher accounts receivable balances driven by net sales
growth, as well as lower compensation and benefits accruals as a
result of bi-weekly payroll payment timing and annual bonus
payments, which are made during the first quarter of every year.
These working capital increases were offset by lower levels of
owned inventories (inventories less accounts payable) resulting
from improved inventory and payables management and reduced
other current asset balances due to collections of vendor rebate
receivables.
Operating Activities
During the first six months of fiscal years 2006 and 2005, net
cash provided by (used in) operating activities totaled
$69.8 million and ($1.1) million, respectively. The
$70.9 million increase was partly due to the timing of
disbursements, including federal income tax payments, which will
result in lower operating cash flow in the third and fourth
quarters. The remainder of the increase primarily relates to the
factors contributing to our improvement in working capital.
Going forward, we expect operating cash flows to be positive as
we continue to improve our working capital efficiency.
30
Investing Activities
Our expenditures for property and equipment totaled
$31.5 million and $11.3 million during the first six
months of fiscal years 2006 and 2005, respectively. Of the total
$31.5 million of capital expenditures, $12.9 million
were outlays for information technology. Also included in our
capital expenditures during the first six months of fiscal year
2006 were investments in land for future megacenter development
and for expansion of our corporate facilities. We anticipate
entering into subsequent sale-leasebacks for these transactions
and therefore expect that our annual capital expenditures, net
of sale-leaseback activity, will be approximately
$35 million.
Proceeds from the sale of property and equipment totaled
$5.7 million and $38.5 million during the first six
months of fiscal years 2006 and 2005, respectively. During the
first six months of fiscal year 2006, net gains of approximately
$3.3 million were recognized on the sale of surplus
properties, for which we received approximately
$5.7 million of cash proceeds. During the first six months
of fiscal year 2005, proceeds from the sale of property and
equipment consisted primarily of $32.7 million of net cash
received from the sale-leaseback of a portfolio of properties
associated with 18 different branches that were leased back
pursuant to 15-year minimum term operating leases. The resulting
leases qualified for operating lease treatment.
Cash payments for business acquisitions totaled
$12.3 million and $98.2 million during the first six
months of fiscal years 2006 and 2005, respectively. The cash
payments for business acquisitions during the current year
relate to the acquisitions of National on May 1, 2005 and
Ram Pipe on June 30, 2005, with consideration including the
assumption of accounts payable, accrued and other current
liabilities, which collectively totaled $1.9 million,
subject to finalization of working capital adjustments in
accordance with the respective purchase agreements. National is
a distributor of construction materials serving the Atlanta,
Georgia area, and Ram Pipe is a distributor of plumbing and
water and sewer products serving the Yuma, Arizona area. The
cash payments for business acquisitions during the prior year
period related to the Standard and Todd Pipe acquisitions, both
of which were completed in May 2004.
On June 30, 2004, we made an $11.4 million investment
in our corporate owned life insurance (COLI)
policies to partially fund enhancements made in the first
quarter of fiscal year 2005 to our supplemental executive
retirement plan (SERP), which provides supplemental
benefits for certain key executive officers. While the SERP
obligation is not funded by our general assets and thus the
value of our COLI policies is not restricted to funding the SERP
obligation, the interest income generated by our COLI policies
helps to offset the additional net periodic benefit costs
associated with our SERP, as amended in the first quarter of
fiscal year 2005.
Financing Activities
During the first six months of fiscal years 2006 and 2005, net
cash (used in) provided by financing activities totaled ($26.6)
million and $93.4 million, respectively. The net decrease
of $120.0 million in financing cash flows, compared to the
prior year period, was primarily a result of $113.4 million
of net borrowings under short-term debt arrangements made during
the first six months of fiscal year 2005, which were used to
help fund the acquisitions of Standard and Todd Pipe in May
2004. There were no borrowings under short-term debt
arrangements during the first six months of fiscal year 2006,
given our cash position of over $200 million primarily
resulting from our equity and debt offerings in October 2004.
Dividend payments totaled $10.3 million and
$7.0 million during the first six months of fiscal years
2006 and 2005, respectively. The higher dividend payments in
fiscal year 2006 were primarily attributable to an increase in
our common stock outstanding due to the sale of 4.0 million
shares in a public offering during the third quarter of fiscal
year 2005 in addition to a 38% higher dividend rate per share.
On July 25, 2005, our Board of Directors declared a
quarterly dividend of $0.09 per share that was paid on
August 22, 2005 to shareholders of record on August 8,
2005. Dividends declared but not paid totaled $6.0 million
and $4.0 million at July 31, 2005 and July 30,
2004, respectively.
31
On October 12, 2004, we issued $300.0 million in
original principal amount of 5.5% senior notes (the
notes) due on October 15, 2014 in a private
placement pursuant to Rule 144A under the Securities Act.
The notes were issued at 99.468% of their par value and are
reflected in our consolidated balance sheet net of a
$1.5 million and $1.6 million discount as of
July 31, 2005 and January 31, 2005, respectively. On
May 10, 2005, we filed an exchange offer registration
statement with the SEC on Form S-4 to exchange the notes
for a new issue of substantially identical notes registered
under the Securities Act. On July 21, 2005 the SEC declared
our registration effective, and on July 22, 2005 we
announced the commencement of the exchange offer. Subsequently,
on August 22, 2005, all of the original notes were tendered
for the new registered notes.
On November 10, 2004 and November 30, 2004, we entered
into separate interest rate swap contracts with two distinct
financial institutions that each effectively converted
$50.0 million (i.e., an aggregate of $100.0 million)
of our $300.0 million in original principal amount of 5.50%
notes, due October 15, 2014, to floating rate debt based on
the six-month LIBOR rate plus 0.6985% and 0.79%, respectively,
with semi-annual settlements through October 15, 2014. The
interest rate swap contracts were designated as fair value
hedges of the changes in fair value of the respective
$50.0 million of 5.50% notes due to changes in the
benchmark interest rate (i.e., six-month LIBOR rate). We settled
the interest rate swap contracts during the second quarter of
fiscal year 2006, receiving approximately $1.8 million in
cash. The corresponding fair value hedge carrying value
adjustment of $1.8 million recognized as a component of
debt is being amortized as a favorable adjustment to interest
expense over the same period in which the related interest costs
on the $300.0 million notes are recognized in earnings.
Approximately $0.2 million of the fair value hedge carrying
value adjustment will be recognized as an adjustment to interest
expense during the next twelve months.
On March 15, 1999, our Board of Directors authorized us to
repurchase up to 5.0 million shares of our outstanding
common stock to be used for general corporate purposes. Since
March 15, 1999, we have repurchased a total of
3.7 million shares at an average price of $11.45 per share.
There were no shares repurchased during the first six months of
fiscal years 2006 or 2005.
As of July 31, 2005, we had $218.3 million of cash and
$499.6 million of unused borrowing capacity on our
revolving credit agreement (subject to borrowing limitations
under long-term debt covenants) to fund ongoing operating
requirements, scheduled principal amortization and interest on
our senior notes due 2005 through 2014, anticipated capital
expenditures, future acquisitions of businesses and other
general corporate purposes. We also have an effective shelf
registration statement on Form S-3 on file with the SEC for
the offer and sale, from time-to-time, of up to an aggregate of
$700.0 million of equity and/or debt securities, less the
approximately $120.0 million of gross proceeds associated
with our common stock offering on October 12, 2004.
Our financing initiatives allow us to further develop our
capital structure as the business expands, and together with
continued strong financial performance, will provide us with the
ability to fund and achieve our strategic growth goals. We
believe we have sufficient borrowing capacity and cash on hand
to take advantage of growth and business opportunities.
Off-balance Sheet Arrangements
As more fully disclosed in our fiscal year 2005 Annual Report,
we have entered into operating leases for certain facilities,
vehicles and equipment. Many of our vehicle and equipment leases
typically contain set residual values and residual value
guarantees. We believe that the likelihood of any material
amounts being funded in connection with these commitments is
remote. There have been no material changes outside of the
ordinary course of business in our off-balance sheet
arrangements set forth in the Managements Discussion and
Analysis of Financial Condition and Results of Operations
section of our fiscal year 2005 Annual Report.
32
Contractual Obligations
There have been no material changes outside of the ordinary
course of business in our contractual obligations set forth in
the Managements Discussion and Analysis of Financial
Condition and Results of Operations section of our fiscal year
2005 Annual Report.
Recent Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board
(FASB) issued SFAS No. 123R,
Share-Based Payment (SFAS 123R), which
supersedes Accounting Principles Board (APB) Opinion
No. 25, Accounting for Stock Issued to Employees,
and its related implementation guidance. This statement requires
that the compensation cost related to share-based payment
transactions be recognized in the financial statements based on
the estimated fair value of the equity-based compensation awards
issued as of the grant date. The related compensation expense
will be based on the estimated number of awards expected to vest
and will be recognized over the period during which an employee
is required to provide services in exchange for the award. The
statement requires the use of assumptions and judgments about
future events and some of the inputs to the valuation models
will require considerable judgment by management. We will be
required to adopt the provisions of SFAS 123R on
February 1, 2006. We are currently evaluating the impact
that the ultimate adoption of SFAS 123R will have on our
financial position and results of operations. The Stock-Based
Compensation section in Note 1 to the consolidated
financial statements contains the pro forma impact on net income
and earnings per share if the fair value based method under
SFAS 123 had been applied to all outstanding and unvested
awards during the first half of fiscal years 2006 and 2005.
In June 2005, the FASB issued SFAS No. 154,
Accounting Changes and Error Corrections
(SFAS 154) a replacement of APB Opinion
No. 20, Accounting Changes, and
SFAS No. 3, Reporting Accounting Changes in Interim
Financial Statements. SFAS 154 will require companies
to account for and apply changes in accounting principles
retrospectively to prior periods financial statements
instead of recording a cumulative effect adjustment within the
period of the change unless it is impracticable to determine the
effects of the change to each period being presented.
SFAS 154 is effective for accounting changes made in annual
periods beginning after December 15, 2005. We will adopt
the new accounting provisions effective February 1, 2006.
We do not expect the adoption of SFAS 154 to have a
material effect on our financial position, results of operations
or cash flows.
Critical Accounting Policies
Our significant accounting policies are more fully described in
the notes to our consolidated financial statements included in
our fiscal year 2005 Annual Report. Certain of our accounting
policies require the application of significant judgment by
management in selecting the appropriate assumptions for
calculating financial estimates. As with all judgments, they are
subject to an inherent degree of uncertainty. These judgments
are based on historical experience, current economic trends in
the industry, information provided by customers and vendors,
information available from other outside sources and
managements estimates, as appropriate. Our critical
accounting policies relating to the allowance for doubtful
accounts, inventories, consideration received from vendors,
impairment of long-lived assets, and self-insurance reserves are
described in the Annual Report. During the six months ended
July 31, 2005, there were no material changes to any of our
critical accounting policies.
33
|
|
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
We are exposed to market risk from changes in the prices of
certain of our products that result from commodity price
fluctuations and from changes in interest rates on outstanding
variable-rate debt.
Commodity Price Risk
We are aware of the potentially unfavorable effects inflationary
pressures may create through higher asset replacement costs and
related depreciation, higher interest rates and higher material
costs. In addition, our operating performance is affected by
price fluctuations in steel, PVC, nickel alloy, copper,
aluminum, lumber, and other commodities. We seek to minimize the
effects of inflation and changing prices through economies of
purchasing and inventory management resulting in cost reductions
and productivity improvements, as well as price increases to
maintain reasonable profit margins.
As discussed above, our results of operations during the first
six months of fiscal year 2005 were favorably impacted by our
ability to pass increases in the prices of certain
commodity-based products to our customers. Price changes for
commodity-based products were mixed during the first six months
of fiscal year 2006 as compared to the prior year, resulting in
a modest price impact to our total reported net sales during the
current year, the impact from which was offset by a higher
average cost of inventory sold. Such commodity price
fluctuations have from time-to-time created cyclicality in our
financial performance and could continue to do so in the future.
Interest Rate Risk
As a result of the repayment of amounts outstanding under our
$500.0 million revolving credit agreement during October
2004 with $203.5 million of the proceeds from our issuance
on October 12, 2004 of $300.0 million in original
principal amount of 5.50% notes due on October 15, 2014,
all of our outstanding debt as of July 31, 2005 was
fixed-rate debt. On November 10, 2004 and November 30,
2004, we entered into separate interest rate swap contracts with
two distinct financial institutions that each effectively
converted $50.0 million (i.e., an aggregate of
$100.0 million) of our $300.0 million in original
principal amount of 5.50% notes, due October 15, 2014, to
floating rate debt based on the six-month LIBOR rate plus
0.6985% and 0.79%, respectively, with semi-annual settlements
through October 15, 2014. The interest rate swap contracts
were designated as fair value hedges of the changes in fair
value of the respective $50.0 million of 5.50% notes due to
changes in the benchmark interest rate (i.e., six-month LIBOR
rate). We settled the interest rate swap contracts during the
second quarter of fiscal year 2006, receiving approximately
$1.8 million in cash. The corresponding fair value hedge
carrying value adjustment of $1.8 million recognized as a
component of debt is being amortized as a favorable adjustment
to interest expense over the same period in which the related
interest costs on the $300.0 million notes are recognized
in earnings. Approximately $0.2 million of the fair value
hedge carrying value adjustment will be recognized as an
adjustment to interest expense during the next twelve months.
We manage our interest rate risk by maintaining a balance
between fixed-and variable-rate debt in accordance with our
formally documented interest rate risk management policy, with a
targeted ratio of 60% fixed and 40% variable rate debt. We are
currently evaluating alternatives in order to achieve our
targeted ratio, including the use of additional derivative
instruments. Based upon our current capital structure, a
hypothetical 10% increase or decrease in interest rates from
their July 31, 2005 levels would not have a material impact
on our results of operations but would have an impact on the
fair value of our outstanding debt, which has an average
interest rate of approximately 6.4%.
34
|
|
Item 4. |
Controls and Procedures |
We maintain disclosure controls and procedures that are designed
to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods
specified in the Securities and Exchange Commissions rules
and forms, and that such information is accumulated and
communicated to management, including the Chief Executive
Officer and the Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of
achieving the desired control objectives and management was
required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
During the first six months of fiscal year 2006, there were no
changes in internal control over financial reporting that
materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting other than
the information systems changes currently ongoing. These
information systems changes involve the design of our computer
system architecture and the implementation of the Oracle
Financial System (Oracle Financials). We have
completed the first phase of our Oracle Financials
implementation, which includes the general ledger, credit
management, and fixed assets modules. The second phase of our
Oracle Financials implementation, expected to be completed in
early to mid calendar year 2006, involves the implementation of
the incentive compensation, collections, customer payment
processing, treasury, and accounts payable disbursement modules.
These changes in our systems and their design will provide us
better visibility across all our businesses, facilitating our
ability to operate more efficiently and effectively by
streamlining various financial processes and eliminating many of
the manual and redundant tasks previously performed using the
old systems.
We believe the conversion and implementation of these
initiatives further strengthens our internal control over
financial reporting, as well as automates a number of our
processes and activities.
As of the end of the period covered by this report, management,
under the supervision of the Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the design and
operation of our disclosure controls and procedures, as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as
amended. Based upon that evaluation, the Chief Executive Officer
and Chief Financial Officer concluded that, as of the end of
such period, the disclosure controls and procedures were
effective at a level of reasonable assurance to ensure that
information required to be disclosed in the reports we file and
submit under the Exchange Act is recorded, processed, summarized
and reported as and when required.
35
PART II. OTHER INFORMATION
HUGHES SUPPLY, INC.
|
|
Item 2. |
Unregistered Sales of Equity Securities and Use of
Proceeds |
On March 15, 1999, our Board of Directors authorized us to
repurchase up to 5.0 million shares of our outstanding
common stock to be used for general corporate purposes. Since
March 15, 1999, we have repurchased approximately
3.7 million shares at an average price of $11.45 per share.
We have not repurchased any shares since fiscal year 2004 under
the aforementioned share repurchase plan.
The following table sets forth our repurchases of equity
securities registered under Section 12 of the Exchange Act
that have occurred during the three months ended July 31,
2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum | |
|
|
|
|
|
|
Total number | |
|
number (or | |
|
|
|
|
|
|
of shares | |
|
approximate | |
|
|
|
|
|
|
(or units) | |
|
dollar value) of | |
|
|
Total | |
|
|
|
purchased as | |
|
shares (or units) | |
|
|
number of | |
|
|
|
part of publicly | |
|
that may yet be | |
|
|
shares | |
|
Average | |
|
announced | |
|
purchased under | |
|
|
(or units) | |
|
price paid | |
|
plans or | |
|
the plans or | |
Period |
|
purchased | |
|
per share | |
|
programs | |
|
programs | |
|
|
| |
|
| |
|
| |
|
| |
May 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,337,200 |
|
(May 1 May 28)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,337,200 |
|
(May 29 June 25)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,337,200 |
|
(June 26 July 31)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends have been paid quarterly since 1980 with an increase
in the dividend rate per share each fiscal year beginning in
fiscal year 2003. Payment of future dividends, if any, will be
at the discretion of our Board of Directors, after taking into
account various factors, including earnings, capital
requirements and surplus, financial position, contractual
restrictions and other relevant business considerations.
Accordingly, there can be no assurance that dividends will be
declared or paid any time in the future. Dividend covenants in
our debt agreements at July 31, 2005 limit the amount of
retained earnings available for the payment of dividends to
$166.1 million.
36
|
|
Item 4. |
Submission of Matters to a Vote of Security Holders |
The 2005 Annual Meeting of Shareholders (the annual
meeting) was held on May 19, 2005, pursuant to notice
given to shareholders of record on March 25, 2005 at which
date holders of 62,879,234 shares of our common stock were
present in person or by proxy. At the annual meeting, David
H. Hughes, Vincent S. Hughes, and Amos R. McMullian were
elected directors of the Company with terms to expire at the
2008 annual meeting and until the election and qualification of
their respective successors or until the earlier of their death,
resignation, or removal.
Our shareholders voted to amend and restate our Restated
Articles of Incorporation to increase the number of authorized
shares of common stock from 100,000,000 to 200,000,000 and to
remove historical provisions in the Restated Articles of
Incorporation that describe our purposes and powers.
Our shareholders also voted to approve the Hughes
Supply, Inc. 2005 Executive Stock Plan, an incentive
program under which 2,200,000 common shares are reserved to
provide for grants of options to purchase common shares, award
restricted shares, and grant stock appreciation rights to our
key employees and directors.
Our shareholders also voted to approve the Hughes Supply, Inc.
2005 Annual Incentive Plan, the purpose of which is to motivate
and reward short-term performance by providing cash bonus
payments to executive officers designated by the Compensation
Committee, based upon the achievement of pre-established and
objective performance goals. The 2005 Annual Incentive Plan also
provides for discretionary bonus awards.
The tabulation of the votes present in person or by proxy at the
annual meeting with respect to the above matters was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Against/ | |
|
|
|
|
Matters Voted |
|
For | |
|
Withheld | |
|
Abstained | |
|
Broker Non Vote | |
|
|
| |
|
| |
|
| |
|
| |
Election of David H. Hughes
|
|
|
59,276,863 |
|
|
|
3,602,371 |
|
|
|
|
|
|
|
|
|
Election of Vincent S. Hughes
|
|
|
58,512,491 |
|
|
|
4,366,743 |
|
|
|
|
|
|
|
|
|
Election of Amos R. McMullian
|
|
|
60,347,475 |
|
|
|
2,531,759 |
|
|
|
|
|
|
|
|
|
Approval to amend and restate the Restated Articles of
Incorporation
|
|
|
55,231,919 |
|
|
|
7,505,891 |
|
|
|
141,424 |
|
|
|
|
|
Approval of the Hughes Supply, Inc. 2005 Executive Stock Plan
|
|
|
47,513,335 |
|
|
|
8,831,613 |
|
|
|
1,665,484 |
|
|
|
4,868,802 |
|
Approval of the Hughes Supply, Inc. 2005 Annual Incentive Plan
|
|
|
58,530,406 |
|
|
|
2,684,595 |
|
|
|
1,664,233 |
|
|
|
|
|
|
|
|
|
|
|
10 |
.1 |
|
Amended and Restated Hughes Supply, Inc. 1997 Executive Stock
Plan. |
|
|
10 |
.2 |
|
Amended Hughes Supply, Inc. 2005 Executive Stock Plan. |
|
|
31 |
.1 |
|
Rule 13a-14(a)/15d-14(a) Certification of President and
Chief Executive Officer. |
|
|
31 |
.2 |
|
Rule 13a-14(a)/15d-14(a) Certification of Executive Vice
President and Chief Financial Officer. |
|
|
32 |
.1 |
|
Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code by the President and
Chief Executive Officer. |
|
|
32 |
.2 |
|
Certification Pursuant to Section 1350 of Chapter 63
of Title 18 of the United States Code by the Executive Vice
President and Chief Financial Officer. |
37
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
Hughes Supply, Inc.
|
|
Date: September 9, 2005
|
|
By: /s/ THOMAS I.
MORGAN
|
|
|
|
|
|
Thomas I.
Morgan President and Chief Executive
Officer |
|
|
Date: September 9, 2005
|
|
By: /s/ DAVID BEARMAN
|
|
|
|
|
|
David Bearman
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) |
38