ITEM 1. BUSINESS
(a) General Development of Business
Hughes Supply, Inc. (the "Registrant") was founded as a general partnership in Orlando, Florida in 1928. The Registrant was incorporated as a Florida corporation in 1947. As used throughout this Report, the term "Registrant" shall be deemed to mean the Registrant and its subsidiaries, except where the context otherwise indicates.
The Registrant is primarily engaged in the wholesale distribution of a broad range of materials, equipment and supplies to the construction industry. Major product lines distributed by the Registrant include electrical, plumbing and electric utility equipment; building materials; pool equipment and supplies; water and sewer products; air conditioning and heating equipment and supplies; water systems and industrial pipe, valves and fittings.
The Registrant distributes its product lines through 213 wholesale outlets located in Florida, 13 other states and Puerto Rico. The following table presents the distribution of the Registrant's wholesale outlets.
State, Territory Number of Locations
Florida 72 Georgia 31 North Carolina 25 South Carolina 17 Ohio 14 Alabama 12 Mississippi 11 Tennessee 11 Virginia 5 Indiana 4 Kentucky 4 Pennsylvania 3 Maryland 2 New Jersey 1 Puerto Rico 1
A current listing of the locations of the wholesale outlets and distribution centers of the Registrant is set forth as Exhibit 99.1 to this Report.
The principal executive offices of the Registrant are located at 20 North Orange Avenue, Suite 200, Orlando, Florida 32801 (telephone 407-841-4755).
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(b) Financial Information About Industry Segments
The Registrant does not engage in significant operations in more than one industry segment as defined in Statement of Financial Standards No. 14.
(c) Narrative Description of Business
Products Distributed
The products sold by the Registrant may be classified into the following major product lines:
Electrical - electrical supplies, including wire, cable, cords, boxes, covers, wiring devices, conduit, raceway duct, safety switches, motor controls, breakers, panels, fuses and related supplies and accessories, residential, commercial and industrial electrical fixtures and other special use fixtures.
Plumbing - plumbing fixtures and related fittings, residential, commercial and industrial water heaters, and plumbing accessories and supplies.
Electric utility - transformers, conductor cable, insulators, prestressed concrete transmission and distribution poles, and other electric utility supplies and related hardware, accessories and tools.
Building materials - reinforcing wire, reinforcing steel, plyform, lumber, concrete chemicals, concrete forming accessories, road and bridge products, masonry accessories and other building materials, hand tools, power tools and equipment for all mechanical and building trades.
Pool equipment and supplies - above ground and in ground pool packages, pumps, filters, heaters, lights, slides, diving boards, skimmers, drains, chemicals, solar equipment, pool liners and in ground pool walls, above ground pools and equipment, deck products and cleaning equipment.
Water and sewer - water works and industrial supplies, including large diameter plastic (PVC) and ductile iron pipe, fire hydrants, water meters, backflow prevention devices, valves and related hardware and accessories.
Air conditioning and heating - air conditioning and heating equipment, furnaces, heaters, heat pumps, condensing units, duct, pipe, fittings, registers, grills, freon, insulation and other refrigeration equipment, supplies and service parts.
Water systems - jet and submersible pumps and tanks, residential and commercial water treatment, well liner, wire, poly pipe, accessories and environmental products.
Industrial pipe, valves and fittings - mechanical and weld pipe, valves and related fittings, fire protection systems and supplies, high performance valves and specialty pipe.
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Marketing
In recent years the Registrant's marketing plan has led to the expansion of the geographic markets served by the Registrant. The following table illustrates the expansion achieved through acquisitions over the last five fiscal years.
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In addition to expansion through acquisition, the Registrant has increased its geographic market area by opening new sales outlets in Jacksonville, Daytona Beach, Kissimmee, Lady Lake, Ft. Myers, West Palm Beach, Naples, Auburndale, Tampa and Perry, Florida, in Augusta, Austell, Tifton, Hartsfield, Alpharetta, LaGrange and McDonough, Georgia, in Troy, Elizabeth City and Greensboro, North Carolina, in Birmingham, Dothan and Mobile, Alabama, in Nashville, Tennessee, in Fairfield, Ohio, in Louisville, Kentucky and in Anderson and Bluffton, South Carolina during the past five years.
Each of the Registrant's sales outlets handles one or more of the Registrant's product lines. Sales are made primarily to contractors, subcontractors, electric utilities, municipalities and industrial accounts. The Registrant employs approximately 400 outside sales representatives who call on customers and who also work with architects, engineers and manufacturers' representatives when major construction projects are involved. Approximately 550 inside account executives expedite orders, deliveries, quotations, and requests for pricing. Most orders are taken by telephone, and materials are delivered by Registrant-owned trucks to the customer's office or job site.
The Registrant's wholesale outlets are sales and distribution points for the products sold by the Registrant. Each sales outlet operates as a separate profit center with its own sales force. Each is managed by its own manager, who is directly responsible for customer relations, the hiring and promotion of personnel, purchasing, sales, the maintenance of adequate inventory levels and cost control for the particular sales outlet.
Day to day operations of the sales outlets are the responsibility of the respective managers, but major decisions affecting Registrant policy, facilities or capital outlay are reviewed by the Registrant's executive officers. Purchasing agents generally make use of a computerized perpetual inventory system to monitor stock levels, while central distribution centers in Orlando, Florida, College Park, Georgia, Monroe, North Carolina, Henderson, North Carolina , Greenville, Ohio and Nashville, Tennessee provide purchasing and distribution assistance. The Registrant's general accounting, customer billing, inventory, and accounts payable systems are for the most part processed at the Registrant's central computer facility in Orlando, Florida.
More than 50,000 wholesale customers are presently served by the Registrant, and no single customer accounts for more than 1% of total sales annually. Orders for larger construction projects normally require long-term delivery schedules throughout the period of construction, which in some cases may continue for several years. The substantial majority of customer orders are shipped out of inventory on hand. Some items are manufactured to customer specifications and require special ordering. Additionally, some large volume orders are shipped directly to the customer from the manufacturer.
Sources of Supply
All products sold by the Registrant are purchased from other manufacturers and suppliers. The Registrant regularly purchases from over 5,500 manufacturers and suppliers, no single one of which accounted for more than 6% of the Registrant's total purchases during the fiscal year ended January 26, 1996.
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Inventories
The Registrant is a wholesale distributor of construction materials and maintains significant inventories to meet rapid delivery requirements and to assure itself of a continuous allotment of goods from suppliers. As of January 26, 1996, inventories constituted approximately 35% of the Registrant's total assets.
Competition
There is strong competition throughout the marketing areas served by the Registrant in each product line the Registrant distributes. The main sources of competition are other wholesalers, manufacturers who sell certain lines directly to contractors and, to a limited extent, retailers in the markets for plumbing, electrical fixtures and supplies, building materials, pool supplies and contractor's tools. Management believes that the Registrant, on the basis of its total sales, is the largest wholesale distributor of its range of products in the southeastern and midwestern sections of the United States. The principal competitive factors in the Registrant's business are availability of material, technical product knowledge as to application and usage, advisory and other service capabilities and pricing of products.
Employees
The Registrant had a total of approximately 3,350 employees as of January 26, 1996, consisting of approximately 15 executives, 550 managers, 950 sales personnel and 1,835 other employees, including truck drivers, warehouse personnel, office and clerical workers. The Registrant's work force has increased by approximately 20% compared to the prior year in response to increased sales volume as well as the result of business acquisitions during the current year.
(d) Financial Information about Foreign and Domestic Operations and Export Sales
The Registrant does not engage in material operations or derive a material portion of its sales or revenues from customers in foreign countries.
ITEM 2.

ITEM 2. PROPERTIES
The Registrant leases approximately 31,000 square feet of an office building in Orlando, Florida for its headquarters. In addition, the Registrant owns or leases 213 sales outlets in 14 states and Puerto Rico. The typical sales outlet consists of a combined office and warehouse facility ranging in size from 3,000 to 40,000 square feet, with a paved parking and storage area. The Registrant also operates a computer center, six central distribution warehouses, and a garage and trucking terminal.
Additional information regarding owned and leased properties of the Registrant is set forth as Exhibit 99.1 to this Report and in Note 7 of the Notes to Consolidated Financial Statements of the Annual Report to shareholders for the fiscal year ended January 26, 1996, a copy of which is filed as an exhibit to this Report and the cited portion of which is incorporated herein by reference.
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ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Registrant or its subsidiaries is a party or of which the property of either the Registrant or its subsidiaries is the subject which are required to be reported in response to this item.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Registrant's security holders during the fourth quarter of the fiscal year ended January 26, 1996.
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PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information with respect to the principal market for the Registrant's common stock, stock prices and dividend information is set forth under the captions "Corporate and Shareholder Information" and "Market Price and Dividend Data" of the Annual Report to shareholders for the fiscal year ended January 26, 1996, a copy of which is filed as an exhibit to this Report and the cited portion of which is incorporated herein by reference.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
Information with respect to selected financial data of the Registrant is set forth under the caption "Selected Financial Data" of the Registrant's Annual Report to shareholders for the fiscal year ended January 26, 1996, a copy of which is filed as an exhibit to this Report and the cited portion of which is incorporated herein by reference.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Information with respect to the Registrant's financial condition, changes in financial condition and results of operations is set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" of the Registrant's Annual Report to shareholders for the fiscal year ended January 26, 1996, a copy of which is filed as an exhibit to this Report and the cited portion of which is incorporated herein by reference.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
(a) Financial Statements
The financial statements filed with this Report are set forth in the "Index to Consolidated Financial Statements and Schedules" following Part IV hereof.
(b) Selected Quarterly Financial Data
Information with respect to selected quarterly financial data of the Registrant is set forth under the caption "Selected Quarterly Financial Data" of the Registrant's Annual Report to shareholders for the fiscal year ended January 26, 1996, a copy of which is filed as an exhibit to this Report and the cited portion of which is incorporated herein by reference.
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ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On May 24, 1994, the Board of Directors of the Registrant appointed Price Waterhouse LLP as auditors for the three fiscal year period commencing with the Registrant's fiscal year ending January 27, 1995. The term of engagement of the Registrant's previous auditors, the firm of Coopers & Lybrand, expired at the conclusion of the fiscal year ended January 28, 1994. Price Waterhouse LLP was selected by the Board upon the recommendation of the Audit Committee following consideration of proposals submitted at the Committee's request by a number of independent accounting firms including, among others, Coopers & Lybrand and Price Waterhouse LLP.
(a) Previous independent accountants.
(i) The former accountants, Coopers & Lybrand, were not reappointed by the Registrant following the expiration of their term of engagement.
(ii) The report of Coopers & Lybrand on the financial statements for the fiscal year ended January 28, 1994 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principle.
(iii) The Registrant's Board of Directors approved the change of independent accountants upon the recommendation of the Audit Committee.
(iv) In connection with its audit for the fiscal year ended January 28, 1994 and through May 24, 1994, there were no disagreements with Coopers & Lybrand on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Coopers & Lybrand would have caused them to make reference thereto in their report on the financial statements for such year.
(v) During fiscal year ended January 28, 1994 and through May 24, 1994, there were no reportable events as defined in Regulation S-K Item 304(a)(1)(v).
(vi) The Registrant requested and received a letter from Coopers & Lybrand addressed to the Securities and Exchange Commission stating that it agreed with the above statements. A copy of such letter, dated May 31, 1994, is filed as Exhibit 16.1 to Form 8-K dated May 24, 1994.
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(b) New independent accountants.
(i) The Registrant engaged Price Waterhouse LLP as its new independent accountants as of May 24, 1994. During the fiscal year ended January 28, 1994 and through May 24, 1994, the Registrant has not consulted with Price Waterhouse LLP on items which (1) were or should have been subject to SAS 50 or (2) concerned the subject matter of a disagreement or reportable event with the former auditor (as described in Regulation S-K Item 304(a)(2)).
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PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Identification of Directors
Information with respect to directors of the Registrant will be set forth under the captions "Directors and Nominees for Election as Directors of the Company" and "Family Relationships Between Certain Directors" in the Registrant's Proxy Statement for the 1996 Annual Meeting of Shareholders to be filed with the Commission under Regulation 14A (the "1996 Proxy Statement"). The cited portions of the 1996 Proxy Statement are incorporated herein by reference.
(b) Identification of Executive Officers
Information with respect to executive officers of the Registrant will be set forth under the caption "Executive Officers" and, with respect to executive officers who are also directors will also be set forth under the captions referred to in paragraph (a) above of this Item 10, in the 1996 Proxy Statement. The cited portions of the 1996 Proxy Statement are incorporated herein by reference.
(c) Compliance with Section 16(a) of the Securities Exchange Act of 1934
The information required by Item 405 of Regulation S-K will be set forth under the caption "Compliance with Section 16(a) of the Securities Exchange Act of 1934" in the 1996 Proxy Statement. The cited portion of the 1996 Proxy Statement is incorporated herein by reference.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
Information with respect to executive compensation will be set forth under the caption "Executive Compensation and Other Information" in the 1996 Proxy Statement. Except as hereinafter set forth, such information will be deemed to have been filed with the Commission as a part of the 1996 Proxy Statement and is incorporated herein by reference. Notwithstanding anything to the contrary set forth in the Registrant's previous filings under the Securities Act of 1933, as amended (the "33 Act"), or the Securities Exchange Act of 1934, as amended (the "34 Act"), that might incorporate future filings, including the 1996 Proxy Statement or this Report on Form 10-K, the "Compensation Committee Report on Executive Compensation" and the section captioned "Shareholder Return" in the 1996 Proxy Statement are specifically excluded from the portions of the 1996 Proxy Statement incorporated by reference herein or into any other filing under the 33 Act or the 34 Act.
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ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information as of March 15, 1996 with respect to persons known to management of the Registrant to be the beneficial owners of more than 5% of the outstanding common stock of the Registrant and information with respect to the security ownership of management of the Registrant will be set forth under the captions "Ownership of Securities by Certain Beneficial Owners" and "Ownership of Securities by Officers and Directors" in the 1996 Proxy Statement. The cited portions of the 1996 Proxy Statement are incorporated herein by reference.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to certain relationships and related transactions will be set forth under the caption "Certain Transactions with Management" in the 1996 Proxy Statement. The cited portion of the 1996 Proxy Statement is incorporated herein by reference.
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PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements and Financial Statement Schedules
Financial statements and financial statement schedules required to be filed by item 8 of this Report are listed in a separately designated section submitted below, except for the report of predecessor independent accountants which is included here. Exhibits are listed in subparagraph (c) below.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter ended January 26, 1996.
(c) Exhibits Filed
A substantial number of the exhibits referred to below are indicated as having been previously filed as exhibits to other reports under the Securities and Exchange Act of 1934 or as exhibits to registration statements under the Securities Act of 1933. Such previously filed exhibits are incorporated by reference in this Form 10-K. Exhibits not incorporated by reference herein are filed with this report.
(2) Plan of acquisition, reorganization, arrangement, liquidation or succession. Not applicable.
(3) Articles of incorporation and by-laws.
3.1 Articles of incorporation, as amended, filed as Exhibit 3.1 to Form 10-Q for the quarter ended July 31, 1994.
3.2 Composite By-Laws, as amended, filed as Exhibit 3.2 to Form 10-Q for the quarter ended July 31, 1994.
(4) Instruments defining the rights of security holders, including indentures.
4.1 Specimen Stock Certificate representing shares of the Registrant's common stock, $1.00 par value, filed as Exhibit 4.2 to Form 10-Q for the quarter ended October 31, 1984.
4.2 Trust Indenture dated May 1, 1986 between the Registrant and J. Henry Schroder Bank & Trust Company, as Trustee for the holders of the 7% Convertible Subordinated Debentures, filed as Exhibit 4(b) to Registration No. 33-4714.
4.3 Specimen Copy of Certificate representing 7% Convertible Subordinated Debenture, filed as Exhibit 4(c) to Registration No. 33-4714.
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4.4 Resolution Approving and Implementing Shareholder Rights Plan filed as Exhibit 4.4 to Form 8-K dated May 17, 1988.
(9) Voting trust agreement. Not applicable.
(10) Material contracts.
10.1 Lease Agreements with Hughes, Inc.
(a) Orlando Trucking, Garage and Maintenance Operations dated December 1, 1971, filed as Exhibit 13(n) to Registration No. 2-43900. Letter dated April 15, 1992 extending lease from month to month, filed as Exhibit 10.1(a) to Form 10-K for the fiscal year ended January 31, 1992.
(b) Leases effective March 31, 1988, filed as Exhibit 10.1(c) to Form 10-K for the fiscal year ended January 27, 1989.
Sub-Item Property
(1) Clearwater (2) Daytona Beach (3) Fort Pierce (4) Lakeland (5) Leesburg (6) Orlando Electrical Operation (7) Orlando Plumbing Operation (8) Orlando Utility Warehouse (9) St. Petersburg (10) Sarasota (11) Venice (12) Winter Haven
(c) Lease amendment letter between Hughes, Inc. and the Registrant, dated December 1, 1986, amending Orlando Truck Operations Center and Maintenance Garage lease, filed as Exhibit 10.1(i) to Form 10-K for the fiscal year ended January 30, 1987.
(d) Lease agreement dated June 1, 1987, between Hughes, Inc. and the Registrant, for additional Sarasota property, filed as Exhibit 10.1(j) to Form 10-K for the fiscal year ended January 29, 1988.
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(e) Leases dated March 11, 1992, filed as Exhibit 10.1(e) to Form 10-K for the fiscal year ended January 31, 1992.
Sub-Item Property
(1) Gainesville Electrical Operation (2) Valdosta Electrical Operation
10.2 Hughes Supply, Inc. 1988 Stock Option Plan as amended March 12, 1996.
10.3 Form of Supplemental Executive Retirement Plan Agreement entered into between the Registrant and eight of its executive officers, filed as Exhibit 10.6 to Form 10-K for fiscal year ended January 30, 1987.
10.4 Directors' Stock Option Plan, as amended, filed as Exhibit 10.4 to Form 10-Q for the quarter ended July 31, 1994.
10.5 Asset Purchase Agreement with Accord Industries Company, dated October 9, 1990, for sale of Registrant's manufacturing operations, filed as Exhibit 10.7 to Form 10-K for fiscal year ended January 25, 1991.
10.6 Lease Agreement dated June 30, 1993 between Donald C. Martin and Electrical Distributors, Inc., filed as Exhibit 10.6 to Form 10-K for fiscal year ended January 28, 1994.
10.7 Consulting Agreement dated June 30, 1993 between Hughes Supply, Inc. and Donald C. Martin, filed as Exhibit 10.7 to Form 10-K for fiscal year ended January 28, 1994.
10.8 Written description of senior executives' long-term incentive bonus plan for fiscal year 1996 incorporated by reference to the description of the bonus plan set forth under the caption "Approval of the Stock Award Provisions of the Senior Executives' Long-Term Incentive Bonus Plan for Fiscal Year 1996" on pages 26 and 27 of the Registrant's Proxy Statement Annual Meeting of Shareholders To Be Held May 24, 1994.
10.9 Hughes Supply, Inc. Amended Senior Executives' Long-Term Incentive Bonus Plan, adopted January 25, 1996.
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10.10 Lease Agreement dated June 30, 1994 between Donald C. Martin and Electrical Distributors, Inc., filed as Exhibit 10.10 to Form 10-K for fiscal year ended January 27, 1995.
10.11 Lease Agreements between Union Warehouse & Trucking Company (d/b/a Union Warehouse & Realty Company) or Monoco Realty and USCO Incorporated.
(a) Leases dated March 1, 1985 and amended December 23, 1986.
Sub-Item Property
(1) 610 East Windsor St., Monroe, NC (2) 113-115 Henderson St., Monroe, NC (3) Statesville, NC (4) Charlotte, NC (5) Durham, NC (6) Pinehurst, NC (7) West Columbia, SC
(b) Lease dated July 1, 1986 and amended December 23, 1986 for Aiken, South Carolina property.
(c) Lease dated March 1, 1990 for Greenville, South Carolina property.
(d) Lease dated November 1, 1993 for Cheraw, South Carolina property.
(e) Lease dated March 1, 1985 and amended October 1, 1992 for 1515 Morgan Mill Road, Monroe, North Carolina property.
(f) Lease amendment letter between Union Warehouse & Realty Company, Monoco Realty Company and Hughes Supply, Inc., dated October 18, 1994, amending the leases for the eleven properties listed in Exhibit 10.11(a) through (e).
(g) Lease effective February 1, 1996 for Pineville, North Carolina property.
10.12 Lease Agreement effective February 1, 1993 between Union Warehouse & Realty Company and Moore Electric Supply, Inc.
(11) Statement re computation of per share earnings.
11.1 Summary schedule of earnings per share calculations.
(12) Statement re computation of ratios. Not applicable.
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(13) Annual report to security holders, Form 10-Q or quarterly report to security holders.
13.1 Information incorporated by reference into Form 10-K from the Annual Report to shareholders for the fiscal year ended January 26, 1996.
(16) Letter re change in certifying accountant.
16.1 Letter from Coopers & Lybrand, filed as Exhibit 16.1 to Form 8-K dated May 24, 1994.
(18) Letter re change in accounting principles. Not applicable.
(21) Subsidiaries of the Registrant.
21.1 Subsidiaries of the Registrant.
(22) Published report regarding matters submitted to vote of security holders. Not applicable.
(23) Consents of experts and counsel.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
(24) Power of attorney. Not applicable.
(27) Financial data schedule.
27.1 Financial Data Schedule (filed electronically only).
27.2 Restated Financial Data Schedule (filed electronically only).
27.3 Restated Financial Data Schedule (filed electronically only).
(28) Information from reports furnished to state insurance regulatory authorities. Not applicable.
(99) Additional exhibits.
99.1 Location of facilities.
(d) Financial Statement Schedules
Financial statements and financial statement schedules required by Regulation S-X which are excluded from the annual report to shareholders by Rule 14a-3(b). Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ David H. Hughes
David H. Hughes, Chairman of the Board and Chief Executive Officer
/s/ J. Stephen Zepf
J. Stephen Zepf, Treasurer, Chief Financial Officer, Chief Accounting Officer
Date: March 12, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ David H. Hughes /s/ Clifford M. Hames
David H. Hughes Clifford M. Hames March 12, 1996 March 12, 1996 (Director) (Director)
/s/ John D. Baker, II /s/ Russell V. Hughes
John D. Baker, II Russell V. Hughes March 12, 1996 March 12, 1996 (Director) (Director)
/s/ Robert N. Blackford /s/ Vincent S. Hughes
Robert N. Blackford Vincent S. Hughes March 12, 1996 March 12, 1996 (Director) (Director)
/s/ John B. Ellis /s/ Herman B. McManaway
John B. Ellis Herman B. McManaway March 12, 1996 March 12, 1996 (Director) (Director)
/s/ A. Stewart Hall, Jr. /s/ Donald C. Martin
A. Stewart Hall, Jr. Donald C. Martin March 12, 1996 March 12, 1996 (Director) (Director)
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REPORT OF INDEPENDENT ACCOUNTANTS
Shareholders and Board of Directors Hughes Supply, Inc.
We have audited the consolidated statements of income, shareholders' equity, and cash flows of Hughes Supply, Inc. and subsidiaries for the fiscal year ended January 28, 1994 (not presented herein). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of operations and cash flows of Hughes Supply, Inc. and subsidiaries for the fiscal year ended January 28, 1994 (prior to the retroactive restatement to account for the poolings of interests), in conformity with generally accepted accounting principles.
/s/ Coopers & Lybrand
Coopers & Lybrand Orlando, Florida March 17, 1994
HUGHES SUPPLY, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
The following consolidated financial statements of the Registrant and its subsidiaries included in the Annual Report of the Registrant to its shareholders for the year ended January 26, 1996, are incorporated by reference:
Annual Report Page
Consolidated Statements of Income for the years ended January 26, 1996, January 27, 1995 and January 28, 1994 12
Consolidated Balance Sheets as of January 26, 1996 and January 27, 1995 13
Consolidated Statements of Shareholders' Equity for the years ended January 26, 1996, January 27, 1995 and January 28, 1994 14
Consolidated Statements of Cash Flows for the years ended January 26, 1996, January 27, 1995 and January 28, 1994 15
Notes to Consolidated Financial Statements 16
Report of Independent Certified Public Accountants 22
Except for the report of predecessor independent accountants which is included in Part IV above, all other financial statements and schedules have been omitted as they are either not applicable, not required or the information is given in the financial statements or related notes.
INDEX OF EXHIBITS FILED WITH THIS REPORT
10.2 Hughes Supply, Inc. 1988 Stock Option Plan as amended March 12, 1996.
10.9 Hughes Supply, Inc. Amended Senior Executives' Long-Term Incentive Bonus Plan, adopted January 25, 1996.
10.11 Lease Agreements between Union Warehouse & Trucking Company (d/b/a Union Warehouse & Realty Company) or Monoco Realty and USCO Incorporated.
(a) Leases dated March 1, 1985 and amended December 23, 1986.
(b) Lease dated July 1, 1986 and amended December 23, 1986 for Aiken, South Carolina property.
(c) Lease dated March 1, 1990 for Greenville, South Carolina property.
(d) Lease dated November 1, 1993 for Cheraw, South Carolina property.
(e) Lease dated March 1, 1985 and amended October 1, 1992 for 1515 Morgan Mill Road, Monroe, North Carolina property.
(f) Lease amendment letter between Union Warehouse & Realty Company, Monoco Realty Company and Hughes Supply, Inc., dated October 18, 1994, amending the leases for the eleven properties listed in Exhibit 10.11(a) through (e).
(g) Lease effective February 1, 1996 for Pineville, North Carolina property.
10.12 Lease Agreement effective February 1, 1993 between Union Warehouse & Realty Company and Moore Electric Supply, Inc.
11.1 Summary schedule of earnings per share calculations.
13.1 Information incorporated by reference into Form 10-K from the Annual Report to shareholders for fiscal year ended January 26, 1996.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
27.1 Financial data schedule (filed electronically only).
27.2 Restated financial data schedule (filed electronically only).
27.3 Restated financial data schedule (filed electronically only).
99.1 Location of facilities.


Item 1 - Business
(a) GAP Instrument Corp., organized in 1953, is a systems engineering oriented manufacturing organization, producing electromechanical/solid state systems to satisfy specific military and commercial requirements for application on board ships, in aircraft, and at ground-based installations. These various systems are primarily servo mechanisms (gear trains run by motors, synchros and resolvers) and state-of-the-art signal data-conversion equipment employed in load actuation, information readout display, and operation control. GAP Instrument Corp. is fully aware that its military manufacturing business over the next decade will continue to decline. While utilizing the same disciplines to continue its efforts in the areas of test equipment and simulation equipment, GAP Instrument Corp. has found appropriate areas of diversification to convert from a military manufacturing market. GAP Instrument Corp. has entered the Electronic Data Interchange (EDI) market as a Value Added Network (VAN) connecting Federal contractors to the Department of Defense and Federal Agencies. The United States Government has been in the process of changing from a paper based system to an electronic system since 1985. This culminated in an executive memo (Federal Register Vol. 58 #207) and by legislation, the Federal Acquisition Streamlining Act of 1994 (Public Law 103-355). These two documents set the ground rules for the Federal conversion to Electronic Data Interchange (EDI). The only means of communicating with the Government is via a licensed and certified Value Added Network. GAP Instrument Corp. is one of the 28 licensed and certified Value Added Networks. Procurement is the first area that the Government is converting to EDI.
(b) GAP Instrument Corp.'s operations are no longer classified as a single industry segment.
(1) (I) The principal market for GAP Instrument Corp.'s equipment has been the Department of Defense for military requirements. GAP Instrument Corp. deals with the Department of Defense directly in open competitive bidding and as a subcontractor to other major defense contractors on larger programs. GAP Instrument Corp. operates a Value Added Network and is certified to carry Federal Acquisition Network (FACNET) transmissions. GAP Instrument Corp. is selling VAN service to contractors who do business with the Federal Government.
(II) Not applicable
(III) The materials utilized in the equipment produced by GAP Instrument Corp. are obtained from standard sources within the United States. These standard sources include foundries, sheet metal shops, machine shops, component manufacturers, etc.
(IV) None of the equipment or processes utilized by GAP Instrument Corp. are covered by patents, licenses, franchises, etc.
(V) Not applicable.
(VI) Manufacturing operations are scheduled to fulfill specific product orders under firm contracts primarily from the Department of Defense. GAP Instrument Corp. does not carry significant amounts of stock inventory.
(VII) GAP Instrument Corp.'s present overall business is dependent on, the Department of Defense, which presently purchases, either directly or indirectly, approximately 70 percent in value of its products. This is in the process of shifting to providing VAN service to other Government contractors.
(VIII) The dollar backlog of orders of GAP Instrument Corp. at September 30, 1996 was $196,000, compared to $116,000 at December 31, 1995. All of the September 30, 1996 backlog is expected to be shipped in fiscal year ending September 30, 1997.
(IX) Not applicable (X) Item (c)(1)(I).
(XII)Compliance with environmental regulations has not had a material effect on capital expenditures.
(2) (I) Not applicable
(II) Department of Defense.
(III) None.
(IV) The total number of personnel employed by GAP Instrument Corp. as of the end of fiscal year 1996 was 5.
(d) GAP Instrument Corp. does not engage in material operations in foreign countries, nor is its business dependent on a domestic geographic location.
Item 2

Item 2 - Properties
(a) On December 31, 1994 GAP Instrument Corp. leased space at 100 Horse Block Rd., Yaphank from an affiliate company. The rent is currently $3,200 per month on a month to month basis. Rent expense from Jan 1, 1996 to September 30, 1996 was $35,400 for the Yaphank facility.
Item 3

Item 3 - Legal Proceedings
(a) On September 24, 1993, GAP Instrument Corp. the Debtor filed partitions for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Eastern District of New York. Under Chapter 11, certain claims against the Debtor in existence prior to the filing of the petitions for relief under the federal bankruptcy laws are stayed while the Debtor continues business operations as "Debtor-in-Possession". These claims are reflected in the December 31, 1994 balance sheet as "Liabilities subject to Compromise." Additional claims (liabilities subject to compromise) may arise subsequent to the filing date resulting from rejection of executory contracts, including leases, and from the determination by the court (or agreed to by parties in interest) of allowed claims for contingencies and other disputed amounts. On October 2, 1995, the Company's Plan of Reorganization was approved by the United States Bankruptcy Court. Payments under the approved plan are reflected on the Balance Sheet as of December 31, 1995 as "Liabilities under a Plan of Reorganization." Under the terms of the plan of reorganization payments to the Internal Revenue Service and New York State Department of Labor provide for full payment of amounts due over five years. Claims of two prior officers are payable at a reduced amount over the same five years. All unsecured creditors will be paid fifty percent of their claim in five equal installments upon the first, second, third, fourth and fifth anniversaries of approval of the Plan. A former officer of the company has commenced action against the company. The management believes that any settlement if any will not have an material effect on the company.
(b) Amendment to the Articles of Incorporation approved by New York State changed authorized shares from 104,000,000 to 604,000,000 shares, per approval by stockholders at an annual meeting of stockholders May 2, 1995.
Item 4

Item 4 - Submission of Matters to a Vote of Security Holders
On 2 May 1995 an Annual Meeting of Stockholders was held. A resolutions was passed to authorize and empower the Board of directors to amend the Articles of Incorporation to increase the authorized common stock of GAP Instrument Corporation from its present amount of One Hundred Four Million (104,000,000) shares to Six Hundred Four Million (604,000,000) shares of par value of One Ten Thousandth of a cent per share ($0.000001). The State of New York approved this action April 1996. PART II
Item 5

Item 5 - Market for the Registrant's Common Stock and Related Security Holders' Matters
At September 30,1996 , GAP Instrument Corp. had issued and outstanding 111,290,603 shares of common stock held by 1,087 stockholders of record. Market prices listed in the following tabulation were obtained from the National Quotation Bureau, Inc., and represent prices between dealers and do not include retail markup, markdown, or commission, and may not necessarily represent actual transactions.
Item 6

Item 6 - FIVE YEAR SELECTED FINANCIAL DATA FOR THE PERIODS ENDED
(1) Note Payable expunged during the Chapter 11 Proceeding Item 7

Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources
GAP Instrument Corp. has primarily relied on its results from operations to provide working capital. Due to lack of working capital on September 23, 1993, GAP Instrument Corp. the Debtor filed partitions for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Eastern District of New York.
In order to continue operations, and pay post petition expenses, GAP Instrument Corp. issued, on July 29, 1994, 93,000,000 shares of common stock, and on October 31, 1995, 1,744,070 shares of common stock, and on June 16, 1996 12,613,290 shares of common stock, to suppliers and key personnel.
On October 2, 1995 GAP Instrument Corp. emerged from Chapter 11 and is operating under a plan approved by the United States Bankruptcy Court for the Eastern District of New York and the creditors.
Management's plans and GAP Instrument Corp.'s ability to continue in existence as a going concern is substantially dependent upon the continued financial support of its principle shareholders, its ability to obtain equity and/or debt financing, and/or the commercial success of its VAN operations. There can be no assurance, however, that management's plan will be successful.
RESULTS OF OPERATIONS Operating income (loss) for the fiscal years 1996, 1995 and 1994, were ($391,715), ($98,016) and ($154,677). Sales volume for the respective years were $188,403, $258,548 and $332,312. Sales volume for the years 1996, 1995 and 1994 were substantially less than prior years as the Department of Defense is now only buying parts to replace and repair as the part is needed. General and administrative costs are reviewed continually to keep expenses as low as possible.
GAP Instrument Corp. is fully aware that its military business over the next decade will continue to decline. Thus, GAP Instrument Corp. entered the telecommunications market as an Electronic Data Interchange (EDI) Value Added Network (VAN) for the Federal Government and for Federal contractors.
Federal tax loss carry forwards at September 30, 1996 are ($801,000) which will provide for future tax benefits relief in future years.
The dollar backlog of sales at September 30 ,1996 and December 31, 1995 and 1994 were $196,000, $116,000 and $48,500. All of the FY 1996 backlog will be shipped in FY 1997. Item 8

Item 8 - Financial Statements and Supplementary Data
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders of GAP Instrument Corp.
We have audited the accompanying balance sheet of GAP Instrument Corp. as of September 30, 1996, and the related statements of loss and accumulated deficit, and cash flows for the nine months then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Company, as of December 31, 1995 and 1994, were audited by other auditors whose reports, dated April 29, 1996 and January 31, 1995, respectively, included explanatory paragraphs that described the Company's going concern uncertainty.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GAP Instrument Corp. as of September 30, 1996, and the results of its operations and its cash flows for the nine months then ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has recently emerged from bankruptcy, has suffered recurring losses from operations and has a working capital and shareholder deficiency at September 30, 1996. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ ISRAELOFF, TRATTNER & CO., CPAs, P.C.
December 3, 1996 Valley Stream, New York INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of GAP Instrument Corp.
We have audited the accompanying balance sheet of GAP Instrument Corp. (a New York corporation) as of December 31, 1995, and the related statements of income (loss) and accumulated deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of GAP Instrument Corp. as of December 31, 1994 and 1993 were audited by other auditors whose report dated January 31, 1995, on those statements included explanatory paragraphs that described the Company's going concern issue.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides reasonable basis for our opinion.
In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of GAP Instrument Corp. as of December 31, 1995, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 10. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ SCHWAEBER SLOANE SCHULMAN & CO., PC
Great Neck NY April 29, 1996 Deirdre C. Morrison, CPA 71 Amy Dr. Sayville, New York
To the Board of Directors and Stockholders GAP Instrument Corp. Yaphank, New York
I have audited the financial statements and supplemental schedules of GAP Instrument Corp. listed in Item 14 for the years ended December 31, 1994 and 1993. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. The financial statements and supplemental schedules as listed in Item 14 for the years ended December 31, 1992 and 1991 were audited by other auditors whose report dated April 30, 1993, expressed an unqualified opinion on those statements.
I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GAP Instruments Corp. as of December 31, 1994 and 1993 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that GAP Instrument Corp. will continue as a going concern. There is substantial doubt about the ability of GAP Instrument Corp. to continue as a going concern at December 31, 1994. As shown in the financial statements, the Company had net losses of $(162,202), $(438,457), and $ (154,083) during each of the three years ended December 31, 1994, 1993 and 1992, and, as of those dates, had net equity (deficit) of $(433,718), $(511,390), and $(167,934) respectively. As described in Note 1, the Company has filed under Chapter 11 of the Bankruptcy Code. The liabilities on the balance sheet are subject to comprise from the reorganization plan, however, since the plan has not been finalized, no adjustments have been made to the financial statements at December 31, 1994.
Deirdre C. Morrison, CPA
Sayville, New York January 31, 1995 GAP INSTRUMENT CORP. BALANCE SHEETS SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 ASSETS
See accompanying notes to financial statements. GAP INSTRUMENT CORP. STATEMENTS OF INCOME (LOSS) AND ACCUMULATED DEFICIT FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995, AND 1994
See accompanying notes to financial statements. GAP INSTRUMENT CORP. STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
See accompanying notes to financial statements. GAP INSTRUMENT CORP. NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
LINE OF BUSINESS
GAP Instrument Corp. (the Company), organized in 1953, is a systems engineering oriented manufacturing organization, producing electronic products used for data conversion and display instrumentation on board ships, in aircraft, and at ground-based installations.
While utilizing the same disciplines to continue its efforts in the areas of test and simulation equipment, the Company has commenced operations of a Value Added Network (VAN) connecting Federal contractors via the Internet to the Department of Defense and Federal Agencies.
CHANGE IN FISCAL YEAR
The Company has changed its fiscal year from December 31 to September 30. The accompanying financial statements include audited financial statements for the nine months ended September 30, 1996 and for the years ended December 31, 1995 and 1994. Unaudited financial information for the nine months ended September 30, 1995 is presented for comparative purposes only.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include those related to the valuation of receivables and litigation. It is at least reasonably possible that the significant estimates used will change within the next year.
FINANCIAL INSTRUMENTS
The Company's financial instruments include cash, and trade receivables and payables for which carrying amounts approximate fair value. It is not practicable to estimate the fair value of the Company's reorganization debt or shareholder debt.
CASH AND CASH EQUIVALENTS
For purposes of the statements of cash flows, the Company considers demand deposits and money market funds to be cash.
PROPERTY, EQUIPMENT AND DEPRECIATION
Property and equipment is stated at cost. Major expenditures for property and those which substantially increase useful lives are capitalized. GAP INSTRUMENT CORP. NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY, EQUIPMENT AND DEPRECIATION (CONTINUED)
Maintenance, repairs and minor renewals are expensed as incurred. When assets are retired or otherwise disposed of, their costs and related accumulated depreciation are removed from the accounts and resulting gains or losses are included in income. Depreciation is provided by straight-line and accelerated methods over the estimated useful lives of the assets.
DEFERRED REVENUE AND CUSTOMER DEPOSITS
The Company sells annual subscriptions to its VAN. Revenue from those subscriptions are taken into income on a straight-line basis over the one-year period of the subscriptions. Related costs are expenses as incurred. Customer deposits represent amounts received on account for future product to be provided.
MAJOR CUSTOMERS
At September 30, 1996 and December 31, 1995, the U.S. Department of Defense accounted for 76% and 89% of the accounts receivable balance, respectively. For the nine months ended September 30, 1996 and the years ended December 31, 1995 and 1994, these agencies accounted for 69%, 87% and 74% of sales, respectively.
PER SHARE DATA
Earnings per share data are based on the average number of common shares outstanding during the period. The average number of common shares outstanding for September 30, 1996 and December 31, 1995 and 1994 were 103,498,158, 98,678,423 and 96,934,353, respectively.
RECLASSIFICATIONS
Certain prior year balances have been reclassified to conform with the current year presentation.
2. BASIS OF PRESENTATION AND REORGANIZATION
The accompanying financial statements have been prepared on a going concern basis, which assumes the realization of assets and the satisfaction of liabilities in the ordinary course of business.
On September 24, 1993, the Company filed petitions for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Eastern District of New York. The Company operated under the Court's protection until October 5, 1995, when the Court confirmed the Company's Plan of Reorganization (the Plan). Pursuant to the Plan, the Company was relieved of all long-term debt agreements. The Company's remaining liabilities were negotiated. The Company recognized an extraordinary gain of $293,870, representing the difference between the carrying value of the GAP INSTRUMENT CORP. NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
2. BASIS OF PRESENTATION AND REORGANIZATION (CONTINUED)
liabilities and the amount required to be repaid by the Company. The resulting liabilities are reflected in the Balance Sheet as "Liabilities Resulting from the Plan of Reorganization".
Although the Company has emerged from Chapter 11, as shown in the accompanying financial statements, the Company has suffered recurring operating losses and, at September 30, 1996, the Company has a working capital deficiency of $267,434 and a shareholder's deficit of $387,465. Management's plans and the Company's ability to continue in existence as a going concern is substantially dependent upon the continued financial support of its principal shareholders, its ability to obtain equity and/or debt financing, and/or the commercial success of its VAN operations. There can be no assurance, however, that management's plan will be successful.
3. SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest in 1996 was $3,912.
Additionally, during 1996, the Company had the following non-cash financing activities:
The Company issued common stock in exchange for services in the amount of $252,614. The Company forfeited a deposit for a building acquisition in the amount of $5,000.
4. PROPERTY AND EQUIPMENT
Major classes of property and equipment consist of the following:
The depreciation expense for the nine months ended September 30, 1996 and the years ended December 31, 1995 and 1994 was $8,674, $4,675 and $1,905, respectively. GAP INSTRUMENT CORP. NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
5. LIABILITIES RESULTING FROM PLAN OF REORGANIZATION
As discussed in Note 2, the Company's liabilities resulting from its confirmed plan of reorganization are reflected in the balance sheet as Liabilities Resulting from Plan of Reorganization. These liabilities consist of the following:
GAP INSTRUMENT CORP. NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
6. INCOME TAXES
The annual provision for income taxes differs from amounts computed applying the maximum federal income tax rate to the pre-tax income as follows:
Unused operating losses for federal and state income tax purposes of approximately $801,000, are available for carry forward against future years' taxable income and expire through the year 2009.
Deferred tax benefits for the carryforward losses have been fully offset by valuation allowances since it has not been established that realization of these benefits is more likely than not.
7. RELATED PARTY TRANSACTIONS
The Company rents its facility from a principal shareholder on a month to month basis for $3,200 per month. Rent expense was $35,400 in 1996. Rent expense to the prior unrelated landlord was $28,000 in 1995 and $14,000 in 1994 (Note 5).
Two principal shareholders provide the Company with electromechanical assembly and network services. The total expense was $84,369 and $58,300 in 1996 and 1995, respectively. There were no charges in 1994. Additionally, included in accounts payable at September 30, 1996 and December 31, 1995 are $111,769 and $10,000, respectively, payable to these shareholders.
The balance due to shareholders represents non-interest bearing advances with no definite due date.
8. TRANSITIONAL REPORTING (Unaudited)
The following unaudited information, for the nine months ended September 30, 1995, is presented for comparative purposes:
GAP INSTRUMENT CORP. NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
9. SHAREHOLDERS' DEFICIT
Stock Exchanged for Services
During 1996, the Company issued 12,630,700 shares of common stock in exchange for consulting services rendered. The value of the services has been charged to operations, and additional paid-in capital has been increased by $252,601 representing the excess value of the services over the par value of the common stock issued.
Recapitalization
During 1996, the Company authorized an additional 500,000,000 shares of common stock, bringing the number of shares authorized to 604,000,000. The par value of the stock was reduced to $.000001.
10. COMMITMENTS AND CONTINGENCIES
Litigation
The Company is a party to litigation involving a former officer of the Company. Management believes that the settlement of the claim will not have a material adverse effect on the Company's financial position or results of operations. Item 9

Item 9 - Disagreements on Accounting and Financial Disclosure None
Part III Item 10

Item 10 - Directors and Executive Officers of the Registrant
The shares of Common Stock indicated above are the only securities of GAP Instrument Corp. owned by the directors and executive officers of the registrant.
BUSINESS EXPERIENCE
James Edwardson, Chairman of the Board of Directors and CEO has twenty plus years experience managing high tech corporations. In March of 1993 Mr. Edwardson was added to the Board of Directors to help change the direction of the company and develop some new high tech products or services to take GAP Instrument Corp. into the twenty-first century.
Robert Baer, President and Director, has owned and operated various businesses for the past thirty years. Bob was elected President in June 1995. He has guided GAP Instrument Corp. through its recent reorganization.
Letty A. Norjen, Secretary and Director, has served as a corporate officer and director in various corporations for the past twenty years. She currently sits on the Board of Directors of four corporations. She has extensive experience in the service industry, and dealing with the public. Letty joined GAP in 1993.
Deirdre Morrison, Treasurer and CFO, is a CPA with more than fifteen years experience in the areas of accounting and auditing. Deirdre joined GAP in June 1995.
Michael H. Fasullo, Director, is a Senior administrator for a Government agency. He has twenty plus years experience in the internal workings of Government. Michael became a Director of GAP in 1993.
Item 11

Item 11 - Management Remuneration and Transactions
In 1996, total remuneration for all Directors and Officers was $0.
Item 12

Item 12 - Security Ownership of Certain Beneficial Owners and Management
(1) Amount includes the 30,996,732 shares owned by Eloco Inc. and the 31,306,950 shares owned by Advanced Logic Resources, Inc. by virtue of owning 25% stock interest in the aforementioned companies.
Beneficially owned securities of GAP Instrument Corp. held by all Directors and Officers of GAP Instrument Corp. as a group:
(2) Late reports of transactions not reported in a timely basis.
1. Advanced Logic Resources Inc., amended Form 3 2. Advanced Logic Resources Inc., Form 4: 15 transactions 3. Eloco Inc., amended Form 3 4. Eloco Inc., Form 4: 15 transactions 5. James Edwardson, amended Form 3 6. James Edwardson, Form 4: 1 transaction 7. Michael Fasullo, amended Form 3 8. Michael Fasullo, Form 4: 2 transactions 9. Letty Norjen, amended Form 3 10. Letty Norjen, Form 4: 2 transactions 11. Deirdre Morrison, Form 3 12. Deirdre Morrison, Form 4: 2 transactions 13. Robert Baer, Form 3 14. Robert Baer, Form 4: 2 transactions 15. Eloco Inc., ALR of West Virginia, Inc. and Edwardson Kennels Inc. (Filing jointly/group); Form 3 16. Eloco Inc., ALR of West Virginia, Inc. And Edwardson Kennels Inc. (Filing jointly/group); Form 4: 15 transactions.
Item 13

Item 13 - Certain Relationships and Related Transactions
None PART IV
Item 14

Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
(1) Financial Statements: Reference is made to Part II, Item 8.
(2) Exhibits Index: (3), (4) Reference is made to Form 10-K for the year ended December 31, 1980. (5), (9), (10), (11), (12), (13), (18), (19), (20), (22), (23), (24), (25), and (28) are not applicable.
(3) Financial Statement Schedules for the Years Ended December 1996, 1995 and 1994:
None.
(4) Reports on Form 8-K: The Company filed a Report on Form 8K for the last quarter covered by these financial statements. The Company filed a Report on Form 8K subsequent to year end.
(THIS SPACE INTENTIONALLY LEFT BLANK) SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
GAP INSTRUMENT CORP.