EXHIBIT 13
ANNUAL REPORT TO SHAREHOLDERS
FOR 2004
Exhibit 13
[Graybar logo]
works to your advantage 2004
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Annual Report
Board of Directors
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Left to right:
Dennis E. DeSousa
Senior Vice President-Sales and Distribution
Robert A. Reynolds, Jr.
Chairman, President and Chief Executive Officer
Juanita H. Hinshaw
Senior Vice President and Chief Financial Officer
Richard D. Offenbacher
Senior Vice President-Sales and Marketing
Lawrence R. Giglio
Senior Vice President-Operations
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Left to right:
Thomas S. Gurganous
District Vice President-Richmond District
Richard A. Cole
District Vice President-Chicago District
Kenneth B. Sparks
District Vice President-Seattle District
Frank H. Hughes
President and Chief Executive Officer, Graybar Canada
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Left to right:
D. Beatty D'Alessandro
Vice President and Chief Information Officer
Kathleen M. Mazzarella
Vice President-Human Resources and Strategic Planning
Gary D. Hodges
District Vice President-Phoenix District
Thomas F. Dowd
Vice President, Secretary and General Counsel
Company's Business
Graybar Electric Company, Inc. is engaged internationally in the distribution
of electrical, telecommunications and networking products and the provision of
related supply chain management and logistics services, primarily to
contractors, industrial plants, telephone companies, power utilities, and
commercial users. All products sold by the Company are purchased by the
Company from others.
Classes of Customers Served
Electrical Contractor
Commercial & Industrial
Voice & Data Communications
Power Utility
International
Capital Stock Data
Number of Equity Security Holders as of December 31, 2004:
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Title of Class Number of Security Holders
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Common Stock 128
Voting Trust Certificates for Common Stock 5,056
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Dividend Data
Common Stock, par value $1; stated value $20.
Dividends declared for year: 2004 2003 2002
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First Quarter $ .30 $ .30 $ .30
Second Quarter .30 .30 .30
Third Quarter .30 .30 .30
Fourth Quarter $1.10 $1.10 $1.10
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Table of Contents
Board of Directors .....................................Inside Front Cover
Letter to Shareholders.................................................. 2
Business Review......................................................... 4
Financial Review ...................................................... 14
Management's Discussion and Analysis
of Financial Condition and Results of Operations........................16
Consolidated Financial Statements...................................... 20
Report of Independent Registered
Public Accounting Firm................................................. 30
District Management .................................................. 31
Locations.............................................................. 32
1
Letter To Shareholders
Over the last few years, the one constant in our business has been rapid
change - some from external forces and some of our own making. With change
swirling around us, we have adjusted to keep our business on course for future
success. Some of our changes have been so dramatic that our focus - by
necessity - has often shifted to the internal.
But as we closed 2004, we began to see the investments we have been making in
our people and processes pay dividends. We also began to see the pace of both
external and internal change moderating and giving way to a more stable
environment. Now this moderating trend gives us the opportunity to focus
outward more consistently and aggressively.
With so much hard work behind us, we are ready to make this shift in focus
with confidence. We know that we have revitalized our business and are
pointed in the right direction.
In 2005, therefore, our main focus will be on growth - profitable growth. We
will do the things we need to do to boost sales and boost them with reasonable
margins. By being who we are - reliable, resourceful team players - we will
enjoy success.
2004
The signal achievement of 2004 was the completion of the rollout of our ERP
(Enterprise Resource Planning) system. It is difficult to overstate either
the size of this undertaking or the success that crowned our efforts.
From start to finish, this was a nearly five-year effort that began in January
2000, with our first interview of consultants, and culminated in October 2004,
when the final three districts went live on the SAP system. The new system
links all of Graybar's branch, zone and district facilities and gives us an
unprecedented ability to manage our assets - to improve both our customer
service and the handling of our supply chain.
Our new system has set the standard for our industry. We implemented more SAP
functionality to a broader base of users in less time and with less cost than
any other wholesale distributor in the United States.
The effort that went into this conversion was immense. Every single employee
of this company received classroom training - for a total of more than 300,000
hours of training. That's 37,500 eight-hour days - or 160 work-years.
Yet in spite of this time away from their normal responsibilities, our
employees managed to make the transition seamless for our customers. For
that, our people deserve the greatest credit. Some of the credit also belongs
to the framework and culture in which our people operate - the employee
ownership whose 75th anniversary we celebrated in 2004. We honored that
anniversary, in part, by changing our stock purchase program to enable
employees to make purchases annually, instead of once every three years. This
schedule also makes stock ownership available for employees earlier in their
careers.
I am pleased to note that at least some of the recognition due our employees
and our Company has indeed come our way. For the second straight year, our
Company was named to Information Week's list of the 500 top companies for
innovative use of technology. We also received the 2004 Spirit of St. Louis
Technology Award from the St. Louis Regional Chamber & Growth Association.
Although ERP-related training will continue in 2005, most of the educational
investment has now been made, and we expect the system to begin paying
dividends this year. We expect the size of those dividends to expand
significantly in 2006 and thereafter.
The other major accomplishment of 2004 was the upturn in our financial
results. After three consecutive years of decline, our sales turned higher,
rising 7.3 percent. Our operating income increased 35 percent, and our net
income increased 65 percent. These are solid results, especially in the
context of a time-consuming ERP conversion.
It is also encouraging that we completed the year with tangible indicators of
increased business activity - order input exceeded sales in 2004, and our
unfilled orders reached their highest point since 2001.
Meanwhile, we continued in 2004 to earn accolades for the ways we do business.
Selling Power magazine, citing our compensation, training and career mobility,
named us as one of the "50 Best Companies to Sell For." NECA, the National
Electrical Contractors Association, gave us their Industry Partner Award, the
first time they had ever presented it to a distributor. And for the third
consecutive year, Fortune magazine included us on its list of "Most Admired
Companies." In fact, we moved up on the list, rising from fifth to second
place in our industry category.
The consistent message coming from both these hard, statistical metrics and
reputation-related accolades is the same: We are operating our business well,
and our financial statements reflect it.
2005
Looking ahead, we will of course face certain challenges. We must comply with
new government regulations, such as Sarbanes-Oxley, which applies to all
public-reporting companies. Like other companies, we must spend more and
more time and money on legal issues, from employment to contracts to
liability. And again like other companies, we expect to have to deal with
higher interest rates and other costs, such as insurance. Each one percent
increase in interest rates adds about $2.5 million to our interest expense.
2
We also have to manage rising employee costs. Sometimes these increases are
not as clear as they might be, because compensation comes in multiple forms.
Some employee costs have risen dramatically. For example, the 2004 cost to
provide medical insurance and our defined-benefit pension plan was
approximately $42 million higher than in 1999 -- a year in which we had
similar sales volume, similar gross margin and more employees.
In spite of all this, I do believe that, thanks to the hard work of the last
several years and the improved national economy, the building blocks we have
put in place will allow us to grow in 2005. I think the challenge for us now
is to make that growth as profitable as possible.
To meet that challenge, we will continue to place a strong emphasis on
employee communications. I believe strongly that such initiatives as the
Employee Advisory Teams, which consult with me directly about the Company's
direction, and the teleconferences, are very useful in aligning us in the
same direction. In early 2005 we added a new communications program with our
first Branch Management Summit, where all branch and area managers met with
the officers to discuss key company issues and apply solutions to the branch
environment.
And we will continue to communicate about the "Five Profitability Drivers"
that, as I have said, will bring us the kind of profitable growth we need if
we manage them properly. Those five drivers are:
* Sales - The opportunities are there. We need to cultivate business
opportunities with our current customers while pursuing new customers and
diversifying into new markets. There is no substitute in business for a
rising top line. With our focus again returning to the external, the time
has come to make that happen.
* Gross Margin - Sales alone will not produce profits. We need substantial
improvement in our gross margin, especially on sales from our warehouses.
This can be accomplished by selling products at the right price and by
charging appropriately for our services.
* Expenses - Our new SAP system will help us in this area, as will our
redefined zone strategy. However, we don't want to be such zealous expense
managers that we thwart future growth.
* Accounts Receivable - Cutting the time it takes for us to get paid is not
just the job of our financial people - it is everybody's job - because every
interaction with the customer affects how promptly we get paid.
* Inventory - Our challenge is to carry the right inventory in the right
quantities and to place it closer to the customer.
Significant progress in these five areas will result in dramatic improvements
that will benefit our Company and our employees, and ultimately our customers.
With our business now revitalized, with the pace of change now returned to a
manageable level, and with our focus now restored to the opportunities around
us, I am confident we can enjoy a year of profitable growth in 2005.
/s/ Robert A. Reynolds, Jr.
Robert A. Reynolds, Jr.
Chairman, President and CEO
St. Louis, Missouri
March 2005
Only a few days after 2004 concluded, Graybar lost a distinguished and much-
admired leader, Carl L. Hall.
Carl was president and CEO of the Company from 1995 to 2000. He then served as
chairman of the board until his retirement a year later.
The embodiment of the self-made man, Carl started his career at Graybar in
1959 as a warehouseman in Cincinnati. He progressed through several positions
there before becoming a district manager, first, in 1991, in Memphis, and
later in Houston and Chicago. He became executive vice president in 1994.
Carl led the Company during a period of significant growth. He managed with
verve, taking advantage of the opportunities to invest aggressively in the
business and its employees.
Carl was also known for his sharp wit; for a competitive spirit that showed up
everywhere; and for his friendly, optimistic spirit. We will miss him.
3
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"Improving business conditions during 2004
resulted in a substantial increase in the
Company's sales to electrical contractors
compared to the prior year."
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4
Business Review -- 2004
Complementing the implementation of one of the most robust business systems in
the wholesale distribution industry, Graybar continues to adapt its marketing
programs, inventory strategy, customer service initiatives and sales
assignments to meet market conditions and customer demands.
Early in the year, our marketing functions at corporate headquarters, which
had been structured based on electrical or comm/data focus, were combined into
one organization. This change mirrored the reorganization of our field
management, which was completed in the second half of 2003. With this
corporate and field alignment we created more synergy within our management
team while continuing to emphasize our well-developed sales and marketing
specialization. In preparation for 2005, in December we strengthened this
strategy by increasing the responsibility of our corporate vice presidents for
electrical products and comm/data products and appointing them vice presidents
of electrical business and comm/data business, respectively. Each is charged
with implementing effective business plans that will enable the Company to
achieve its market growth goals.
Our field and corporate teams dedicated considerable time and resources to
refining our go-to-market strategy, assuring that Graybar's inventory is
positioned to work to our customers' advantage. Increased emphasis was placed
on breadth and depth of inventory, and we began moving the inventory decision-
making process closer to the customer. As a result, we now have more products
positioned in our local branches.
Supplier selectivity decisions made at corporate headquarters establish the
guidelines used by local management to determine appropriate branch inventory
selection and stocking levels. This process allows us to fill the needs of
the local customer while maintaining the inventory positioning many customers
demand nationally. We developed a new process to capture customer inventory
needs from our vendor managed inventory (VMI) suppliers to assure all items
purchased--not just those purchased through the VMI process--are reviewed and
assessed for a potential stocking position.
Our zone warehouses continue to provide an advantage to our customers and our
suppliers. They provide a secondary support to our branch inventories and can
be a low cost advantage for our suppliers. In our zone warehouses, we can
aggregate products with long lead times and items not generally stocked in a
local market and make them available next-day to our customers. In addition,
when a supplier is introducing a new product, initial inventory in our zones
positions us to meet customer demand during the rollout phase.
Specific to the comm/data business, zones continue to enable efficient
deployment of products that are subject to rapid technology changes, such as
key systems, PBXs and electronic voice/data solutions. Structured cabling
project jobs are typically handled through distributors' inventory on short
notice; zones continue to provide Graybar a competitive advantage for this
type of business.
Our comprehensive offering of security and notification products was launched
in January with the addition of several suppliers and lines. Training and
promotional programs accompanied the introduction of the additional product
lines, and the effort resulted in significant sales of new solutions to our
existing customer base in both the Electrical and Comm/Data Markets.
Graybar's commitment to having the best-trained sales and technical support
people in the industry was reinforced by the Control, Automation and
Networking (CAN-do) training completed in 2004. This five-day, hands-on
course began with classes on introductory level industrial controls and
progressed to the basics of automation and industrial networking. The
training was available to Graybar customer service representatives, sales
representatives and all technical specialists. In addition, more than 60
Graybar technical specialists were trained on the applications of Schneider's
automation products as we deployed the first Schneider Electric Equity
training course developed exclusively for Graybar. These successful technical
training programs support our automation business growth strategy and will
continue in 2005.
Our commitment to employee training is further evidenced by our two annual
training conferences--one for the electrical business and one for comm/data.
Participants in these conferences learn
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5
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"Our comprehensive offering of security
and notification products was launched
in January with the addition
of several suppliers and lines."
page 5
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how to meet the ever-changing demands of the market and deliver real cost-
saving solutions designed specifically for our customers. In addition,
attendees interact with more than 100 supplier representatives who review the
benefits of the latest product innovations. Every attendee completes a series
of rigorous training prerequisites in order to participate.
The Company's sales strategy incorporates cultivating new opportunities and
strengthening existing relationships with large, geographically diverse
customers. This strategic focus, in conjunction with dedicated corporate
resources and strong support from our districts, allowed the Company to expand
incremental business opportunities with large industrial, commercial, utility
and government entities in 2004.
The Corporate Accounts group leads our initiatives with these important
customers through coordinated efforts with our local branches. Our Corporate
Accounts sales and service teams support our strategic customers by delivering
unique, customer- specific services tailored to their particular needs. This
platform includes dedicated sales management, centralized customer service, e-
business, account administration, specialized reporting, quotations and
financial coverage. The ability to engage these important customers, from the
boardroom to plant sites, with fully integrated sales and service platforms
remains a differentiator within the marketplace. In 2004 six of our strategic
corporate accounts were renewed without bid because of our excellent service
levels.
Our government business experienced another year of significant growth in
2004. Servicing federal, state and local agencies through our Defense
Logistics Agency contracts, and through General Services Administration (GSA)
and U. S. Communities agreements, provides Graybar a long-term market growth
opportunity. Accordingly, we continue to enhance our powerful sales and
service capabilities while expanding our already broad non-core product
offerings. A majority of this business is centrally processed in the
Corporate Accounts Service Group. Our service expertise was rewarded with the
renewal of all four of our Defense Logistics Agency contracts in 2004.
Our targeted electronic communication strategy was enhanced with the
development of several new market-focused electronic newsletters, which are e-
mailed quarterly to customers. The e-newsletters provide information on
emerging technologies, highlight key manufacturers and promote service
solutions. They complement the specialized web sites for customers on
Graybar.com.
Graybar's customers continue to pursue e-business processes to drive cost out
of their operations. As a result, we added several thousand new users to
GraybarNet(R), our online order entry system, and we more than doubled the
number of customers using our e-catalog through their procurement systems. In
addition, the number of customers using electronic estimating increased by 60
percent, and we enabled transaction processing with many more customers using
electronic data interchange (EDI) and extensible markup language (XML).
Customers use Graybar's electronic catalog as the online source for many of
their product needs. Features added to the catalog in 2004 included the
ability to view expanded information such as material data safety sheets,
technical specification sheets and supplier catalog pages. A new advanced
search feature now allows customers to more easily locate items based on a
product's attributes such as color, size, amperage, or connector type. This
capability becomes especially important as we continue to expand the breadth
and depth of our e-catalog product offering.
Our GraybarNet application was redesigned to be more user friendly, and a new
request for quotation feature was added. More search fields were added to the
order status query to assist customers in locating orders online. These
revisions make it easier for our customers to do business with Graybar online
and are expected to generate increased usage of this application in 2005.
The Graybar Technology Showcases have become a national customer-training
event for comm/data, electrical, automation and security solutions. These
events offer value to our customers on emerging technologies and product
applications for all markets. Held in locations across the country, the
showcases provided Graybar a venue to train more than 1,000 customers and
highlight the capabilities of our automation specialists and network system
specialists.
Many of our electrical contractors and reseller customers are now enrolled in
the Graybar ePoint program, which rewards members for purchases from
participating suppliers. In 2004, we enhanced the program by improving web
site navigation and including gift certificates and retail gift cards in the
reward choices. In addition, members can now use their epoints for recruiting
services from Monster.com(R).
Graybar's counters continue to provide high quality service for walk-in and
will-call customers. Our 200+ counters around the
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[photo]
"Our well-trained employees and our
nationwide access to products from leading
manufacturers position Graybar as a leading
solutions provider for our industrial customers."
page 11
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country focus on having the right products in stock, providing quick,
responsive service, and helping customers select the right electrical and
communications products to meet their specific applications. While our
merchandising strategy is focused on tools, test equipment and consumable
products, our counters also provide a great opportunity to promote our many
value-added services and the wide array of products available from our
strategic suppliers. Supplier-of-the-month promotions throughout the year
feature interactive counter days designed to educate our customers.
Our marketing, operations, finance, human resources, and information systems
groups continue to work together to develop ways to enhance productivity
through the use of our new ERP system. During 2005 we plan to further improve
transactional performance and related processes to take full advantage of
this technology.
Contractor Market
Improving business conditions during 2004 resulted in a substantial increase
in the Company's sales to electrical contractors compared to the prior year.
The overall market conditions as well as significant price increases in copper
and steel contributed to revenue growth. Continuous improvement in our
service capabilities enabled us to capitalize on opportunities in the
Contractor Market.
Our service offering to electrical contractors provides us with a key
competitive edge in the Contractor Market. In 2004 we increased our branch
inventories to better serve contractors for their same-day requirements. In
addition, we enhanced our project management capabilities with the complete
rollout of the ERP system to every location. Our project management software
is utilized by trained project specialists in the branches to manage projects
more efficiently for our customers.
Presentations at industry shows and regular customer visits by representatives
of our eBusiness group have increased customer demand for electronic
estimating through the NetPricer(TM) Service. With this third party,
Internet-based service, customers can submit bids that are then automatically
priced using their customer-specific pricing. This process saves time for both
the customer and Graybar, and it allows us to provide faster turnaround on
pricing quotes. In addition, we provide regular price files for many
contractors who choose to load Graybar pricing into their own estimation
packages.
The Company continued to support the National Electrical Contractors
Association (NECA) by participating in the 50th annual NECA show in Los
Angeles in October. Graybar was honored at this event with NECA's Industry
Partner Award for 50 years of support and participation in the NECA show. We
are also members of the Electri21 Foundation, which provides valuable research
and educational materials for the contractor industry.
In September, we participated in the Independent Electrical Contractors (IEC)
annual convention in Minneapolis. Graybar is the founding Platinum Partner
with the IEC association. We also supported the Associated Builders and
Contractors (ABC) by providing material for the National Craft Championship
competition at their national convention.
Industrial Market
Throughout 2004, economic indicators showed positive trends in capacity
utilization and new orders and high purchasing indices within the
manufacturing sector, pointing to a rebound from the recession of the early
2000s in the Industrial Market. Graybar's sales in this market increased
significantly in 2004.
Industrial purchasing activity is expected to remain elevated through 2005.
Graybar's strategy is to increase sales to industrial customers through our
focus on their maintenance, repair and operations (MRO), original equipment
manufacturing (OEM), security and automation needs. Two new
[photo]
Senior Vice President, Sales and Marketing Richard Offenbacher (left) accepts
the Industry Partner Award on behalf of Graybar from NECA President Ben Cook.
9
[photo]
"A significant amount of
comm/data inventory was repositioned
to branches--
closer to the customers."
page 13
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comprehensive internal training programs were implemented in 2004, furthering
our commitment to providing highly knowledgeable sales coverage for our
industrial customers. In addition, new focused marketing and sales tools are
scheduled to be implemented to improve the Company's position within this
market.
Our specialized sales force, automation application specialists and network
system specialists are well equipped to meet our customers' needs for
networking, wireless and automation applications. Our well-trained employees
and our nationwide access to products from leading manufacturers position
Graybar as a leading solutions provider for our industrial customers. Our
strategy is to leverage these strengths to grow market share.
Commercial Market
The Bureau of Economic Research forecasted three percent gains in the
Commercial Market in 2004. Graybar realized modest growth in line with those
expectations. Spending for maintenance, repair and operations (MRO) and
communications products increased gradually throughout the year as many of our
customers improved their facility infrastructures. This moderate growth trend
is expected to continue in 2005.
The healthcare, education and finance markets offer the largest business
opportunities for Graybar. We support the MRO needs of these customers with
our electrical sales force, and our specialized account managers/sales
representatives cover the voice and data needs of these customers.
The healthcare market continues to be handled primarily at our corporate
accounts level as national healthcare buying groups solidify their positions
with hospitals and clinics. We have been successful in developing
relationships within the Group Purchasing Organizations (GPOs) and alliance
organizations by promoting our services and developing programs that enhance
sales opportunities for every Graybar branch.
Spending by schools and universities, which began to decline in 2003 due to
state and metropolitan budget issues, showed a rebound in 2004. Spending on
communications infrastructure increased to accommodate the need for higher
networking speeds and wireless technology. Growth in enrollment is expected
to continue for the next three years leading to increased opportunity for
Graybar in both MRO and communications infrastructure.
We are pursuing additional electrical and communications sales opportunities
in territories that include the corporate headquarters of financial
institutions, retail chains, hospitality companies, and entertainment
companies.
In the service of our commercial customers our specialized comm/data account
managers continued to gain traction in 2004. Their efforts have expanded
Graybar's Project Pipeline, our proprietary software for tracking project bids
and monitoring sales and order activity. Registered projects were up
significantly, and Verified Independently for Performance (VIP) project
registrations exceeded 2003 by more than 50 percent. Both of these
measurements indicate Graybar's growing capability to position itself as a
value-added supplier for our commercial customers.
Comm/Data Market
The economic slowdown that began in 1999 led to a significant decrease in
business activity in the telecom sector, which only began to exhibit modest
recovery last year. Early 2004 projections for information technology (IT)
spending and network cabling were estimated to show mid single-digit growth.
However, fourth quarter surveys of IT spending were mixed as more respondents
indicated they would spend less than planned than those who indicated they
would spend more.
Supplier consolidations continued in the telecom sector, with several
significant mergers and acquisitions taking place during 2004. Also
significant was the number of major suppliers that introduced new product
solutions outside of their traditional space and are now offering single-
source, end-to-end cable and connectivity.
The Construction Specifications Institute (CSI) late in the year released a
major revision to Master Format(TM), the organizational standard for building
specifications and instructions for nonresidential construction. The revisions
created a significant industry change. Previously, communications was a
subsystem in the electrical division; now communications is defined as a
separate system. This will impact how communications systems for new
buildings are designed, bid and awarded. With our focus on market
specialization, Graybar anticipates additional business with consultants,
integrators and comm/data contractors as these customers now have greater
opportunity to bid the communications portion of large construction projects.
In preparation for this change, we developed a new software package for
designing and budgeting complex structured cabling projects, VIP Design
Online(SM), which we introduced to communications industry consultants at the
January 2005 Building Industry Consulting Service International (BICSI)
conference.
Graybar sales of comm/data products in 2004 were up slightly compared to 2003.
Specialized sales and support continue to be key to our growth strategy in the
Comm/Data Market. Determined to increase our share and position, several
initiatives began in 2004:
* Field management decisions were driven closer to the customer, improving
Graybar's ability to coordinate specialized technical and sales resources into
a converged solution for our customers.
* Graybar's corporate marketing department developed major collaborative
programs in areas such as commercial building and industrial automation. We
are well positioned to capitalize on these opportunities as a result of our
strengths in both the electrical and comm/data business.
11
[photo]
Photo courtesy of Lineman College
"In 2004 our initiatives to support the
Utility Market included a new Utility
Solutions Guide and a targeted
utility section on our web site."
page 13
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* A significant amount of comm/data inventory was repositioned to
branches--closer to the customers.
* Fiber to the home initiatives with the leading manufacturers in the service
provider sector began showing results.
* Wireless demand in both the enterprise and service provider sectors brought
us business from a leading supplier, and we continued to develop programs with
additional suppliers to create opportunities to provide new wireless solutions
to our customers.
Utility Market
Graybar's renewed commitment to the Utility Market in 2003 translated to sales
and revenue growth in this market in 2004. Utility customers are an important
market for Graybar due to their financial stability, sales and gross margin
potential and their needs for the supply chain expertise that Graybar can
provide.
In 2004 our initiatives to support the Utility Market included a new Utility
Solutions Guide and a targeted utility section on our web site. These tools
focus on products, applications and value-added solutions for our customers.
In addition, we formed an internal Utility Council, with representatives from
each Graybar district, to provide feedback and guidance on our utility
customers. We plan to continue these efforts and offer additional solutions,
success stories, product specials and tools in 2005.
We believe success in the Utility Market is important to our long-term growth,
and we remain committed to being a leading solutions provider for our utility
customers. We realize it will take sustained and persistent efforts as well as
continued dedication of resources to gain share in this market.
GRAYBAR FINANCIAL SERVICES
In addition to providing financing for customers purchasing equipment for
their own use, Graybar Financial Services (GFS), the Company's leasing and
financing subsidiary, arranges financing for contractors that are selling
communication, security and data systems as well as electrical projects. GFS
is a profitable complement to Graybar's overall value proposition.
GFS introduced attractive lease pricing on Voice Over Internet Protocol (VOIP)
telecommunications equipment during the fourth quarter of 2004 in support of
the Company's marketing efforts in the reseller market. In 2005, GFS is
introducing a new advance funding product that enables qualified resellers to
receive up to 65 percent of the total lease transaction amount prior to
project completion. This up-front financing provides the reseller with needed
working capital to acquire the equipment and resources necessary to complete
the project with little or no cash outlay required on the part of the
contractor.
INTERNATIONAL MARKETS
Canada
Graybar Canada surpassed both its sales and net profit budgets for 2004.
Strong focus on improved gross margin rate resulted in a substantial rise in
profits for the year.
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Centralization of inventory maintenance, accounts payable, and financial
reporting brought increased efficiencies and standardization of these business
functions throughout the Canadian operation.
An upgrade to computer software in Graybar Ontario and the launch of the
Graybar Canada web site now enable customers to access their account
information, check inventory availability and place orders via the Internet.
The remainder of the Canadian branches are scheduled to make this upgrade in
February 2005.
Graybar Ontario's commitment to the automation control business led to its
appointment as the exclusive Schneider Automation distributor for southwestern
and central Ontario. The comm/data business continues to grow, and additional
resources have been dedicated to expand customer opportunities in that market
in 2005.
Mexico
Sales in Mexico improved in 2004 with increased momentum during the third and
fourth quarters. Emphasis was placed on building end user sales and
penetrating new territories, with special focus on Monterrey and Guadalajara,
and results were encouraging. Increased sales coverage in key cities is
planned for 2005.
Puerto Rico
Graybar Puerto Rico experienced double-digit sales growth in 2004. Two
significant contracts to supply high voltage power cables and HPS lamps to the
local power authority for the entire island contributed to the increased
revenues.
In the Contractor and Industrial Markets the team approach we established
several years ago remains successful. We anticipate continued growth in 2005
by utilizing the team sales and service concept, and we expect to grow our
market share in automation with focus on active component solutions.
13
Table of Contents
Selected Consolidated Financial Data.............................. 15
Management's Discussion and Analysis
of Financial Condition and Results of
Operations........................................................ 16
Consolidated Financial
Statements........................................................ 20
Report of Independent Registered Public Accounting
Firm.............................................................. 30
14
Financial Review
Selected Consolidated Financial Data
(Stated in thousands except for per share data)
2004 2003 2002 2001 2000
- -----------------------------------------------------------------------------------------------------------------
Sales $4,093,462 $3,813,272 $3,986,954 $4,829,862 $5,231,901
Less--Cash discounts (13,909) (10,820) (12,062) (13,380) (13,564)
- -----------------------------------------------------------------------------------------------------------------
Net Sales 4,079,553 3,802,452 3,974,892 4,816,482 5,218,337
Cost of Merchandise Sold (3,295,772) (3,067,986) (3,229,791) (3,934,719) (4,271,745)
- -----------------------------------------------------------------------------------------------------------------
Interest Expense (23,453) (24,128) (26,301) (39,073) (46,681)
- -----------------------------------------------------------------------------------------------------------------
Provision for Income Taxes
Current (12,772) 7,690 (7,233) (22,915) (44,395)
Deferred 2,843 (14,032) 14 3,302 1,196
- -----------------------------------------------------------------------------------------------------------------
Total provision for income taxes (9,929) (6,342) (7,219) (19,613) (43,199)
- -----------------------------------------------------------------------------------------------------------------
Net Income 14,018 8,465 11,401 31,688 66,157
- -----------------------------------------------------------------------------------------------------------------
Income Applicable to
Common Stock 14,017 8,463 11,399 31,685 66,154
- -----------------------------------------------------------------------------------------------------------------
Average Common Shares
Outstanding (A) 5,709 5,993 6,245 5,846 6,101
- -----------------------------------------------------------------------------------------------------------------
Income per Share of
Common Stock (A) 2.46 1.41 1.83 5.42 10.84
- -----------------------------------------------------------------------------------------------------------------
Cash dividends per share 2.00 2.00 2.00 2.00 2.00
- -----------------------------------------------------------------------------------------------------------------
Retained Earnings
Balance, beginning of year 306,030 309,434 310,521 290,405 241,473
Add--Net income 14,018 8,465 11,401 31,688 66,157
- -----------------------------------------------------------------------------------------------------------------
320,048 317,899 321,922 322,093 307,630
- -----------------------------------------------------------------------------------------------------------------
Less dividends
Preferred ($1.00 per share) (1) (2) (2) (3) (3)
Common (in cash) (11,267) (11,867) (12,486) (11,569) (11,583)
Common (in stock) -- -- -- -- (5,639)
- -----------------------------------------------------------------------------------------------------------------
(11,268) (11,869) (12,488) (11,572) (17,225)
- -----------------------------------------------------------------------------------------------------------------
Balance, end of year 308,780 306,030 309,434 310,521 290,405
Proceeds on stock subscriptions,
shares unissued -- 45 50 -- 49
Stock Outstanding
Preferred -- 43 45 51 57
Common 110,967 117,427 123,272 114,424 119,828
- -----------------------------------------------------------------------------------------------------------------
$ 419,747 $ 423,545 $ 432,801 $ 424,996 $ 410,339
- -----------------------------------------------------------------------------------------------------------------
Accumulated other comprehensive
income (loss) (27,383) (35,962) (44,958) (17,504) (542)
- -----------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity $ 392,364 $ 387,583 $ 387,843 $ 407,492 $ 409,797
- -----------------------------------------------------------------------------------------------------------------
Total Assets 1,451,372 1,422,130 1,400,171 1,535,998 1,843,438
Long-term Debt $ 205,603 $ 254,381 $ 266,710 $ 315,549 $ 238,349
- -----------------------------------------------------------------------------------------------------------------
<FN>
(A) Adjusted for the declaration of a 5% stock dividend in 2000.
This summary should be read in conjunction with the consolidated financial
statements and related notes thereto included elsewhere in this annual
report.
15
Financial Review
Management's Discussion and Analysis of Financial Condition
and Results of Operations
(Stated in thousands except for share and per share data)
OVERVIEW
After declines in business in 2003 and 2002, the Company experienced
significant sales growth and increased profits in 2004 as a result of the
improved economic conditions experienced by the electrical and comm/data
wholesale distribution industries and the customers they serve. The Company
also completed the upgrade of its computer systems to an Enterprise Resource
Planning system in the fourth quarter of 2004 after beginning the
implementation in April 2003. With an improving economy and increased system
capabilities that are expected to provide enhanced service capabilities, the
Company believes it is positioned to grow profitably and expand its future
business opportunities.
Moderate, profitable sales growth is expected in 2005 as the electrical
and communications markets continue to trend upward.
RESULTS OF OPERATIONS
Operating Results as a Percentage of Net Sales
The following table sets forth certain information relating to the
operations of the Company expressed as a percentage of net sales:
Years Ended December 31: 2004 2003 2002
- ---------------------------------------------------------------------------------
Net Sales 100.0% 100.0% 100.0%
Cost of Merchandise Sold (80.8) (80.7) (81.3)
- ---------------------------------------------------------------------------------
Gross Margin 19.2 19.3 18.7
Selling, General and
Administrative Expenses (16.3) (16.5) (15.8)
Taxes, other than income
taxes (1.0) (1.0) (1.0)
Depreciation and
amortization (.9) (1.0) (.8)
- ---------------------------------------------------------------------------------
Income from operations 1.0 .8 1.1
Other Income, net .1 .2 .1
Interest Expense (.5) (.6) (.7)
- ---------------------------------------------------------------------------------
Income Before Provision
for Income Taxes .6 .4 .5
- ---------------------------------------------------------------------------------
Provision for Income Taxes (.3) (.2) (.2)
- ---------------------------------------------------------------------------------
Net Income .3% .2% .3%
- ---------------------------------------------------------------------------------
2004 Compared to 2003
Net sales in 2004 increased $277,101, or 7.3%, compared to 2003. The
higher net sales resulted from the generally improved economic conditions
that are prevalent on an industry-wide basis in the electrical and
communications market sectors in which the Company operates. The Company's
business in the electrical market improved significantly during 2004 as a
result of the general increase in new construction projects along with
increased spending by commercial and industrial customers. Communications
market sales showed slight improvement in 2004. Activity in the
communications market served by the Company continued to be impacted by the
lingering effects of the excess of infrastructure and plant and network
capacity in the communications marketplace. Electrical market sales
increased 9.8% and communications market sales increased .1% when comparing
2004 to 2003.
Gross margin increased $49,315, or 6.7%, in 2004 primarily due to the
increased sales in the electrical and communications markets.
Selling, general and administrative expenses increased $38,464, or 6.1%,
when comparing 2004 to 2003 due largely to increases in employee compensation
costs of approximately $9,800 and an increase in pension plan expense of
approximately $18,200. The substantial increase in pension plan expense
resulted primarily from increased payouts made under the standard terms of
the Company's defined benefit pension plan during 2004. The balance of the
increase in selling, general and administrative expenses resulted from
increases in transportation and other general operating expenses due to
higher sales and transaction volumes.
The increase in taxes, other than income taxes of $639 resulted
primarily from higher payroll tax expense due to the increase in the
Company's employee compensation costs.
Depreciation and amortization decreased $737 when comparing 2004 to 2003
due to lower depreciation expense on owned property.
Other income, net includes gains on sale of property of $1,882 and
$4,752 and accounts receivable interest charges to customers of $1,205 and
$969 in 2004 and 2003, respectively.
Interest expense decreased $675, or 2.8%, in 2004 primarily due to the
decrease in long-term debt as a percentage of total debt and the overall
decrease in long-term debt outstanding due to regularly scheduled principal
payments. The Company's long-term debt carries higher interest rates on
average when compared to current rates on short-term borrowings. The average
amount of short-term borrowings outstanding during 2004 and 2003 amounted to
approximately $146,000 and $109,000 at weighted average interest rates of
1.69% and 1.51%, respectively.
The combined effect of the increase in gross margin and the decrease in
other income, together with the increase in selling, general and
administrative expenses and decreases in depreciation and amortization and
interest expense, resulted in an increase in pretax earnings of $9,140 in
2004 compared to 2003.
16
Financial Review
Management's Discussion and Analysis of Financial Condition
and Results of Operations
(Stated in thousands except for share and per share data)
2003 Compared to 2002
Net sales in 2003 decreased $172,440, or 4.3%, compared to 2002. The
lower net sales resulted from the generally depressed economic conditions
that have been prevalent on an industry-wide basis in the electrical and
communications market sectors in which the Company operates. The general
slowdown in new construction projects and the reduction in capital spending
by commercial and industrial customers that began in 2001 continued
throughout 2002 and the first half of 2003. Consolidated net sales in the
second half of 2003 increased 1.5% when compared to the second half of 2002.
Communications market activity continued to be more heavily impacted by the
weak economic conditions compared to the Company's business in the electrical
market due to the overall excess of infrastructure and plant and network
capacity in the communications marketplace. Electrical market sales decreased
3.4% and communications market sales decreased 12.8% when comparing 2003 to
2002.
Gross margin decreased $10,635, or 1.4%, in 2003 primarily due to the
lower sales in the electrical and communications markets. Gross margin
increased 2.1% when comparing the second half of 2003 to the second half of
2002.
Selling, general and administrative expenses decreased slightly in 2003
due largely to current year and prior year reductions in the Company's
employment levels which resulted in decreases in related employee
compensation costs of approximately $10,700 in 2003. The decrease in these
expenses was partially offset by an increase in expenses related to the
implementation of the Enterprise Resource Planning (ERP) system of
approximately $6,100. The Company expects that the decrease in employment
levels will be sustainable until such time as there is a significant growth
in sales. As a percentage of sales, selling, general and administrative
expenses increased in 2003 compared to 2002, primarily because the rate at
which expenses were reduced lagged the rate at which sales volume decreased.
The reduction in taxes, other than income taxes of $1,178 in 2003
compared to 2002 resulted primarily from lower payroll tax expenses due to
the reduction in the Company's employment levels.
Depreciation and amortization increased $2,617 in 2003 primarily due to
additional amortization expenses as a result of the implementation of the ERP
system during the second quarter of 2003.
Other income, net includes gains on sale of property of $4,753 and $0
and accounts receivable interest charges to customers of $969 and $1,552 in
2003 and 2002, respectively.
Interest expense decreased $2,173, or 8.3%, in 2003 primarily due to
lower interest rates on short-term borrowings. The average amount of short-
term borrowings outstanding during 2003 and 2002 amounted to approximately
$109,000 and $101,000 at weighted average interest rates of 1.51% and 2.11%,
respectively.
The combined effect of the decrease in gross margin and the increase in
other income, together with the increase in depreciation and amortization and
decreases in selling, general and administrative expenses and interest
expense, resulted in a decrease in pretax earnings of $3,813 in 2003 compared
to 2002.
FINANCIAL CONDITION AND LIQUIDITY
At December 31, 2004 current assets exceeded current liabilities by
$396,589, down $20,023 from December 31, 2003. The increase in trade
receivables from December 31, 2003 to December 31, 2004 resulted primarily
from the increase in sales experienced by the Company and an increase in
average days sales outstanding. Merchandise inventory levels were lower at
December 31, 2004 when compared to December 31, 2003 inventory levels.
Average inventory turnover for 2004 was generally unchanged from the average
turnover for 2003.
During 2003 and 2004 the Company converted its computer systems to an
Enterprise Resource Planning (ERP) system. Implementation of the new system
began in April 2003 and was completed in October 2004. The Company funded the
project through a combination of equipment leases and working capital.
Project costs through December 31, 2004 were approximately $100,000, of which
$76,906 has been capitalized. The Company expects that conversion to the new
ERP system will provide future benefits to its results of operations. The
Company does not have any other plans or commitments that would require
significant amounts of additional working capital.
At December 31, 2004 the Company had available to it unused lines of
credit amounting to $253,255. These lines are available to meet short-term
cash requirements of the Company. Included in the Company's lines of credit
is a Revolving Credit Loan Agreement with a group of banks at an interest
rate based on the London Interbank Offered Rate (LIBOR) that had previously
consisted of a $205,000, five-year facility. In October 2003 the Company
elected to reduce the facility from $205,000 to $50,000. Upon expiration of
the agreement in July 2004, the Company entered into a new unsecured credit
agreement which consists of an $85,000, 364-day facility which expires in
July 2005. There were no amounts outstanding under the Revolving Credit Loan
Agreement at December 31, 2004.
17
Financial Review
Management's Discussion and Analysis of Financial Condition
and Results of Operations
(Stated in thousands except for share and per share data)
At December 31, 2004 the Company also had a $200 million accounts
receivable securitization program that expires in October 2006. The
securitization program provides for the sale of certain of the Company's
trade receivables on a revolving basis to Graybar Commerce Corporation (GCC),
a wholly owned, bankruptcy remote, special purpose subsidiary. GCC sells an
undivided interest in the receivables to an unrelated multi-seller commercial
paper conduit. The Company accounts for the securitization as an on-balance
sheet financing arrangement because the Company has maintained effective
control of the accounts receivable through a call option that gives GCC the
unilateral right to repurchase the undivided interests. Accordingly, the
accounts receivable and related debt are included in the accompanying
consolidated balance sheets. GCC has granted a security interest in its
trade receivables to the commercial paper conduit. Borrowings outstanding
under the securitization program were $50,000 at December 31, 2004.
Short-term borrowings outstanding during 2004 and 2003 varied from a
minimum of $0 to a maximum of $192,223 and $188,281, respectively.
The Revolving Credit Loan Agreement and certain other note agreements
have various covenants that limit the Company's ability to make investments,
pay dividends, incur debt, dispose of property, and issue equity securities.
The Company is also required to maintain certain financial ratios as defined
in the agreements.
The Company has funded its capital requirements from operations, stock
issuances to its employees and long-term debt. During 2004, cash used by
operations amounted to $16,417 compared to $73,715 cash provided by
operations in 2003. The decrease in cash provided by operations was
predominantly attributable to the combined change in trade receivables,
merchandise inventory and trade accounts payable, which in the aggregate
resulted in cash used of $103,636 in 2004 compared to cash provided of
$16,817 in 2003. Cash provided from the sale of common stock and proceeds
received on stock subscriptions amounted to $361 and $506 in 2004 and 2003,
respectively.
Capital expenditures for property were $24,100, $50,824 and $55,532 for
the years ended December 31, 2004, 2003 and 2002, respectively. Purchases of
treasury stock were $6,909, $6,358 and $6,299 for the years ended December
31, 2004, 2003 and 2002, respectively. Dividends paid were $11,620, $12,202
and $11,984 for the years ended December 31, 2004, 2003 and 2002,
respectively.
Off-Balance Sheet Financing
The Company has two operating lease arrangements with an independent
lessor which have provided $63,684 of off-balance sheet financing for eight
of the Company's zone distribution facilities. Each of the agreements carries
a five-year term. The Company has the option, with the consent of the
lenders to the lessor, to renew the leases for up to two additional five-year
terms or to purchase the property for a price including the outstanding lease
balance. If the Company elects not to renew the lease or purchase the
property, or such lenders refuse to consent to a renewal, the Company may
elect to remarket the property and arrange for its sale to a third party. At
December 31, 2004 the Company has recorded a $756 liability for the estimated
fair value of the residual value guarantee for these operating lease
arrangements, one of which was renewed in 2003 and one of which was renewed
in December 2004.
The leasing structures used in these two lease arrangements qualify as
variable interest entities under FASB Interpretation No. 46 and the Company's
interests in the variable interest entities are required to be consolidated
in the Company's financial statements beginning in the first quarter of 2005.
As of December 31, 2004 the Company's maximum exposure to loss as a result of
its involvement with the two lease arrangements is $54,131, the amount
guaranteed by the Company as the residual fair value of the property in
accordance with the lease arrangements.
Contractual Obligations and Commitments
The Company has the following contractual obligations as of December 31,
2004:
Less More
than 1 1-3 4-5 than 5
Total Year Years Years Years
-------- -------- -------- ------- -------
Long-term
Debt
Obligations $306,770 $ 53,361 $128,757 $74,398 $50,254
Capital
Lease
Obligations 11,081 11,081 -- -- --
Operating
Lease
Obligations 137,437 35,142 59,905 15,785 26,605
Purchase
Obligations 461,424 461,424 -- -- --
-------- -------- -------- ------- -------
Total $916,712 $561,008 $188,662 $90,183 $76,859
Long-term debt obligations consist of principal and interest payments.
Purchase obligations consist primarily of open inventory purchase orders
made in the normal course of business. Many of these obligations may be
cancelled with limited or no financial penalties.
The above table does not include $91,878 of accrued, unfunded
employment-related benefit obligations, of which $77,470 is related to the
Company's postretirement benefits plan, because it is not certain when the
obligations will be paid.
The Company also expects to make contributions totaling approximately
$30,000 to its defined benefit pension plan during 2005 which are not
included in the table.
18
Financial Review
Management's Discussion and Analysis of Financial Condition
and Results of Operations
(Stated in thousands except for share and per share data)
CRITICAL ACCOUNTING POLICIES
The consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States, which require
the Company to make estimates and assumptions (see Note 1 to the consolidated
financial statements). The Company believes the following accounting
policies have the potential to have a more significant impact on the
financial statements either because of the significance of the financial
statement item to which they relate or because they involve a higher degree
of judgment and complexity.
Allowance for Doubtful Accounts
The Company performs ongoing credit evaluations of its customers, and a
significant portion of trade receivables is secured by lien or bond rights.
The Company maintains allowances to reflect the expected uncollectibility of
accounts receivable based on past collection history, the economic
environment and specific risks identified in the receivables portfolio.
Although actual credit losses have historically been within management's
expectations, additional allowances may be required if the financial
condition of the Company's customers were to deteriorate.
Income Taxes
Deferred tax assets and liabilities are recorded based on the Company's
assessment of future taxes to be paid in the jurisdictions in which the
Company operates. These assessments involve temporary differences resulting
from differing treatment of items for tax and accounting purposes, as well as
estimates of the Company's current tax exposures. Based on the Company's
evaluation of the tax positions it takes on the various tax returns it files,
the Company believes it was adequately reserved for these issues at December
31, 2004.
Inventory
The Company values its inventories at the lower of cost or market. In
assessing the ultimate realization of inventories, the Company makes
judgments as to rights of return to suppliers and future demand requirements.
If actual future demand, market conditions or supplier return provisions are
less favorable than those projected by management, additional inventory
write-downs may be required.
Pension Plan
The Company's pension plan expense and obligations are determined
based on the selection of certain assumptions, the most significant of which
are the expected long-term rate of return on plan assets and the discount
rate used to discount plan liabilities. While management believes that
the assumptions selected by the Company are appropriate, differences in
actual experience or changes in assumptions may affect the Company's pension
plan obligation and future pension expense. In 2004, the Company reduced the
expected long-term rate of return on plan assets to 8.25%, down from 8.75% in
2003. The discount rate used to discount plan liabilities was changed from
6.00% at December 31, 2003 to 5.75% at December 31, 2004. The Company has
elected to continue to use an expected long-term rate of return on plan
assets of 8.25% for 2005. The change in assumptions and return on assets
experienced by the plan are expected to result in 2005 pension expense of
approximately $24,000.
Supplier Volume Incentives
The Company's agreements with many of its suppliers provide for the
Company to earn incentives based on purchases during the agreement period.
These agreements typically provide for the incentives to be paid in arrears,
and the Company estimates amounts to be received from suppliers at the end of
each reporting period based on the earnout level that the Company estimates
is probable of being achieved. Amounts received have historically been within
management's estimates. In the event that the operating performance of the
Company's suppliers were to decline, however, there can be no assurance that
amounts earned would be paid or that the incentives would continue to be
included in future agreements.
19
Consolidated Financial Statements
Consolidated Statements of Income and Retained Earnings
(Stated in thousands except for share and per share data)
For the Years Ended December 31, 2004 2003 2002
- --------------------------------------------------------------------------------------------------
Sales, net of returns and allowances $4,093,462 $3,813,272 $3,986,954
Less--Cash discounts (13,909) (10,820) (12,062)
- --------------------------------------------------------------------------------------------------
Net Sales 4,079,553 3,802,452 3,974,892
- --------------------------------------------------------------------------------------------------
Cost of Merchandise Sold (3,295,772) (3,067,986) (3,229,791)
- --------------------------------------------------------------------------------------------------
Gross Margin 783,781 734,466 745,101
Selling, General and Administrative expenses (664,663) (626,199) (627,015)
Taxes, other than income taxes (40,758) (40,119) (41,297)
Depreciation and amortization (36,516) (37,253) (34,636)
- --------------------------------------------------------------------------------------------------
Income from operations 41,844 30,895 42,153
Other Income, net 5,556 8,040 3,313
Interest Expense (23,453) (24,128) (26,301)
Loss on debt extinguishment -- -- (545)
- --------------------------------------------------------------------------------------------------
Income Before Provision for Income Taxes 23,947 14,807 18,620
- --------------------------------------------------------------------------------------------------
Provision for Income Taxes
Current (12,772) 7,690 (7,233)
Deferred 2,843 (14,032) 14
- --------------------------------------------------------------------------------------------------
Total provision for income taxes (9,929) (6,342) (7,219)
- --------------------------------------------------------------------------------------------------
Net Income 14,018 8,465 11,401
- --------------------------------------------------------------------------------------------------
Retained Earnings, beginning of year 306,030 309,434 310,521
Cash dividends-
Preferred, $1.00 per share each year (1) (2) (2)
Common, $2.00 per share each year (11,267) (11,867) (12,486)
- --------------------------------------------------------------------------------------------------
Retained Earnings, end of year $ 308,780 $ 306,030 $ 309,434
- --------------------------------------------------------------------------------------------------
Net Income per share of Common Stock $ 2.46 $ 1.41 $ 1.83
- --------------------------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements
20
Consolidated Financial Statements
Consolidated Balance Sheets December 31,
(Stated in thousands except for share and per share data) 2004 2003
- -----------------------------------------------------------------------------------------------------------------
ASSETS
- -----------------------------------------------------------------------------------------------------------------
Current Assets
Cash and cash equivalents $ 9,961 $ 19,161
Trade receivables (less allowances
of $8,304 and $7,199, respectively) 624,728 556,967
Merchandise inventory 473,212 483,333
Other current assets 26,379 17,815
- -----------------------------------------------------------------------------------------------------------------
Total current assets 1,134,280 1,077,276
- -----------------------------------------------------------------------------------------------------------------
Property, at cost
Land 29,944 27,092
Buildings 242,579 237,840
Furniture and fixtures 167,852 163,932
Software 76,906 76,339
Capital leases 22,936 23,987
- -----------------------------------------------------------------------------------------------------------------
540,217 529,190
Less--Accumulated depreciation and amortization 248,711 223,585
- -----------------------------------------------------------------------------------------------------------------
291,506 305,605
- -----------------------------------------------------------------------------------------------------------------
Other Assets 25,586 39,249
- -----------------------------------------------------------------------------------------------------------------
$1,451,372 $1,422,130
- -----------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
- -----------------------------------------------------------------------------------------------------------------
Current Liabilities
Short-term borrowings $ 67,757 $ -
Current portion of long-term debt 49,019 22,872
Trade accounts payable 490,183 536,179
Accrued payroll and benefit costs 48,506 36,292
Other accrued taxes 10,147 13,684
Dividends payable 6,117 6,469
Other payables and accruals 65,962 45,168
- -----------------------------------------------------------------------------------------------------------------
Total current liabilities 737,691 660,664
- -----------------------------------------------------------------------------------------------------------------
Postretirement Benefits Liability 77,470 77,636
- -----------------------------------------------------------------------------------------------------------------
Pension Liability 37,488 40,895
- -----------------------------------------------------------------------------------------------------------------
Long-term Debt 205,603 254,381
- -----------------------------------------------------------------------------------------------------------------
Other Non-current Liabilities 756 971
- -----------------------------------------------------------------------------------------------------------------
Shares at December 31,
2004 2003
- -----------------------------------------------------------------------------------------------------------------
Shareholders' Equity
Capital stock-
Preferred, par value $.01 per share,
Authorized 10,000,000 300,000
Issued to shareholders - 2,173
In treasury, at cost - (52)
- -----------------------------------------------------------------------------------------------------------------
Outstanding - 2,121 - 43
- -----------------------------------------------------------------------------------------------------------------
Common, stated value $20 per share,
Authorized 15,000,000 7,500,000
Issued to voting trustees 5,298,699 5,609,313
Issued to shareholders 276,641 290,389
In treasury, at cost (26,978) (28,343)
- -----------------------------------------------------------------------------------------------------------------
Outstanding 5,548,362 5,871,359 110,967 117,427
- -----------------------------------------------------------------------------------------------------------------
Common shares subscribed 5,375 614
Retained earnings 308,780 306,030
Accumulated other comprehensive income (loss) (27,383) (35,962)
- -----------------------------------------------------------------------------------------------------------------
397,739 388,152
Less--Subscriptions receivable 5,375 569
- -----------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 392,364 387,583
- -----------------------------------------------------------------------------------------------------------------
$1,451,372 $1,422,130
- -----------------------------------------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements
21
Consolidated Financial Statements
Consolidated Statements of Cash Flows
(Stated in thousands)
For the Years Ended December 31, 2004 2003 2002
- -------------------------------------------------------------------------------------------------
Cash Flows From Operations
Net Income $ 14,018 $ 8,465 $ 11,401
- -------------------------------------------------------------------------------------------------
Adjustments to reconcile net income to cash
provided (used) by operations -
Depreciation and amortization 36,516 37,253 34,636
Deferred income taxes (2,843) 14,032 (14)
Gain on sale of property (1,882) (4,752) --
Changes in assets and liabilities:
Trade receivables (67,761) (52,865) 88,650
Merchandise inventory 10,121 32,358 97,285
Other current assets (8,564) (545) (2,828)
Other assets 12,869 (5,229) 3,655
Trade accounts payable (45,996) 37,324 (7,988)
Accrued payroll and benefit costs 12,214 13,625 (4,149)
Other accrued liabilities 24,891 (5,951) (7,269)
- -------------------------------------------------------------------------------------------------
(30,435) 65,250 201,978
- -------------------------------------------------------------------------------------------------
Net cash flow provided (used) by operations (16,417) 73,715 213,379
- -------------------------------------------------------------------------------------------------
Cash Flows From Investing Activities
Proceeds from sale of property 3,565 15,896 5,689
Capital expenditures for property (24,100) (50,824) (55,532)
Investment in joint venture 794 987 360
- -------------------------------------------------------------------------------------------------
Net cash flow used by investing activities (19,741) (33,941) (49,483)
- -------------------------------------------------------------------------------------------------
Cash Flows From Financing Activities
Net increase (decrease) in short-term borrowings 67,757 -- (98,737)
Repayment of long-term debt (20,176) (16,691) (46,430)
Principal payments under capital leases (2,455) (6,694) (4,890)
Sale of common stock 361 506 15,191
Purchases of treasury stock (6,909) (6,358) (6,299)
Dividends paid (11,620) (12,202) (11,984)
- -------------------------------------------------------------------------------------------------
Net cash flow provided (used) by financing activities 26,958 (41,439) (153,149)
- -------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash (9,200) (1,665) 10,747
- -------------------------------------------------------------------------------------------------
Cash, Beginning of Year 19,161 20,826 10,079
- -------------------------------------------------------------------------------------------------
Cash, End of Year $ 9,961 $ 19,161 $ 20,826
- -------------------------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements
22
Consolidated Financial Statements
Consolidated Statements of Changes in Shareholders' Equity
for the Years Ended December 31, 2004, 2003 and 2002
(Stated in thousands)
Common Accumulated
Stock Other
Common Preferred Subscribed, Retained Comprehensive
Stock Stock Unissued Earnings Income (Loss) Total
--------- --------- ---------- -------- ------------- -----
December 31, 2001 $ 114,424 $ 51 $ 0 $310,521 $ (17,504) $407,492
========= ======== ======== ======== ========= ========
Net income 11,401 11,401
Currency translation adjustments (441) (441)
Unrealized gain/(loss) from interest
rate swap (net of tax of $1,536) (2,374) (2,374)
Minimum pension liability (net
of tax of $15,621) (24,639) (24,639)
--------
Comprehensive income (loss) (16,053)
--------
Stock issued 15,141 15,141
Stock redeemed (6,293) (6) (6,299)
Advance payments 50 50
Dividends declared (12,488) (12,488)
--------- -------- -------- -------- --------- --------
December 31, 2002 $ 123,272 $ 45 $ 50 $309,434 $ (44,958) $387,843
========= ======== ======== ======== ========= ========
Net income 8,465 8,465
Currency translation adjustments 2,585 2,585
Unrealized gain/(loss) from interest
rate swap (net of tax of $426) 673 673
Minimum pension liability (net
of tax of $3,638) 5,738 5,738
--------
Comprehensive income 17,461
--------
Stock issued 511 511
Stock redeemed (6,356) (2) (6,358)
Advance payments (5) (5)
Dividends declared (11,869) (11,869)
--------- -------- -------- -------- --------- --------
December 31, 2003 $ 117,427 $ 43 $ 45 $306,030 $ (35,962) $387,583
========= ======== ======== ======== ========= ========
Net income 14,018 14,018
Currency translation adjustments 2,510 2,510
Unrealized gain/(loss) from interest
rate swap (net of tax of $149) 233 233
Minimum pension liability (net
of tax of $3,700) 5,836 5,836
--------
Comprehensive income 22,597
--------
Stock issued 406 406
Stock redeemed (6,866) (43) (6,909)
Advance payments (45) (45)
Dividends declared (11,268) (11,268)
--------- -------- -------- -------- --------- --------
December 31, 2004 $ 110,967 $ 0 $ 0 $308,780 $ (27,383) $392,364
========= ======== ======== ======== ========= ========
See accompanying Notes to Consolidated Financial Statements
23
Consolidated Financial Statements
Notes to Consolidated Financial Statements
for the Years Ended December 31, 2004, 2003 and 2002
(Stated in thousands except for share and per share data)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Graybar Electric Company, Inc. is engaged internationally in the
distribution of electrical, telecommunications and networking products and the
provision of related supply chain management and logistics services, primarily
to contractors, industrial plants, telephone companies, power utilities, and
commercial users. All products sold by the Company are purchased by the
Company from others. The Company's business activity is primarily with
customers in the United States; however, the Company has limited sales
activity in several international locations.
Principles of Consolidation
The consolidated financial statements include the accounts of Graybar
Electric Company, Inc. and its subsidiary companies. All significant
intercompany balances and transactions have been eliminated.
Revenue Recognition
Revenue is recognized when products are shipped and title transfers to
the customer. Shipping and handling costs are primarily recorded in cost of
merchandise sold, with the exception of costs totaling $36,791, $15,521 and
$14,705 which are included in selling, general and administrative expenses in
2004, 2003 and 2002, respectively.
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, liabilities, revenues
and expenses and the disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
Reclassifications
Certain reclassifications of prior year presentations have been made to
conform to the 2004 presentation.
Cash and Cash Equivalents
The Company classifies cash on hand, deposits in banks and other short-
term, highly liquid investments with an original maturity of three months or
less as cash and cash equivalents.
Merchandise Inventory
Inventory is stated at the lower of cost (determined using the last-in,
first-out (LIFO) cost method) or market. LIFO accounting is a method of
accounting that, compared with other inventory accounting methods, generally
provides better matching of current costs with current revenues. Had the
first-in, first-out (FIFO) method been used, inventory would have been
approximately $24,822 and $0 greater than reported under the LIFO method at
December 31, 2004 and 2003, respectively. The Company liquidated a portion of
a previously created LIFO layer in 2004 and 2003, resulting in a (decrease)
increase in cost of goods sold of $(473) and $2,081, respectively.
Supplier Volume Incentives
The Company's agreements with many of its suppliers provide for the
Company to earn incentives based on purchases during the agreement period.
The Company estimates the amount to be received from suppliers at the end of
each reporting period based on the earnout level that the Company estimates is
probable of being achieved. The Company records the incentive ratably over
the year as a reduction of cost of sales as related inventory is sold.
Changes in the estimated amount of incentives are treated as changes in
estimate and are recognized using a cumulative catch-up adjustment.
Property and Depreciation
The Company provides for depreciation and amortization using the
straight-line method over the following estimated useful lives of the assets:
- ----------------------------------------------------------------------------------
Buildings 42 years
- ----------------------------------------------------------------------------------
Permanent fixtures-- Over the shorter of the asset's life
leased property or the lease term
- ----------------------------------------------------------------------------------
Furniture, fixtures and equipment 4 to 14 years
- ----------------------------------------------------------------------------------
Capital leases Over the shorter of the asset's life
or the lease term
- ----------------------------------------------------------------------------------
Depreciation expense was $23,746, $26,039 and $27,744 in 2004, 2003 and
2002, respectively.
At the time property is retired, or otherwise disposed of, the asset and
related accumulated depreciation are removed from the accounts, and any
resulting gain or loss is credited or charged to other income.
Property under capital leases is recorded in property with the
corresponding obligations carried in long-term debt. The amount capitalized
is the present value at the beginning of the lease term of the aggregate
future minimum lease payments.
Maintenance and repairs are expensed as incurred. Major renewals and
betterments that extend the life of the property are capitalized.
The Company capitalizes interest expense on major construction and
development projects while in progress. Interest capitalized in 2004 and 2003
was $69 and $776, respectively.
The Company capitalizes qualifying internal and external costs incurred
to develop or obtain software for internal use during the application
development stage. Costs incurred during the pre-application development and
post-implementation stages are expensed as incurred. During 2004 and 2003,
the Company capitalized $567 and $26,103, respectively. The estimated useful
life of the software is eight years.
24
Consolidated Financial Statements
Credit Risk
Financial instruments that potentially expose the Company to
concentrations of credit risk consist primarily of trade accounts receivable.
The Company performs ongoing credit evaluations of its customers, and a
significant portion of trade receivables is secured by lien or bond rights.
The Company maintains allowances for potential credit losses, and such losses
historically have been within management's expectations.
Derivative Financial Instruments
Statement of Financial Accounting Standards (SFAS) No. 133, as amended
by SFAS No. 138 and SFAS No. 149, "Accounting for Derivative Instruments and
Hedging Activities," requires the Company to recognize all derivative
instruments on the balance sheet at fair value. The Company has entered into
an interest rate swap agreement that effectively converts its floating rate
payments to a fixed-rate basis. The Company manages interest rates on amounts
due under certain operating leases through its swap agreement. The Company's
interest rate swap agreement is designated as a cash flow hedge.
On an ongoing basis, the Company reflects the current fair value of the
interest rate swap on its balance sheet. At December 31, 2004 the Company has
recorded a liability of $5,555 in other payables and accruals on the balance
sheet for the fair value of the swap. The effective portion of the related
gains or losses on the swap are deferred in accumulated other comprehensive
income. Because the swap is completely effective, no ineffectiveness was
recorded in the consolidated statements of income during 2004, 2003 and 2002.
Unrealized net gains of $233 (net of tax) and $673 (net of tax) and an
unrealized net loss of $2,374 (net of tax) related to the swap were recorded
in accumulated other comprehensive income during the twelve-month periods
ended December 31, 2004, 2003 and 2002, respectively. At December 31, 2004 an
unrealized net loss of $3,400 (net of tax) is recorded in accumulated other
comprehensive income. These deferred gains and losses are recognized in
income in the period in which the related interest payments being hedged are
recognized in expense.
Goodwill
The Company follows Statement of Financial Accounting Standards (SFAS)
No. 142, "Goodwill and Other Intangible Assets," under which goodwill and
indefinite-lived intangible assets are not amortized but rather tested
annually for impairment. The effect of amortization expense related to
goodwill on net income in periods prior to 2002 was not material. As of
December 31, 2004 the Company has completed its annual impairment test and
concluded that there is no impairment of the Company's goodwill. At December
31, 2004 the Company has $6,680 of goodwill included in other assets on the
consolidated balance sheet.
2. INCOME TAXES
The provisions for income taxes recorded in the consolidated statements
of income and retained earnings are as follows:
Years Ended December 31: 2004 2003 2002
- ---------------------------------------------------------------------
Federal income tax
Current $11,815 $(8,197) $ 6,724
Deferred (2,598) 13,115 693
State income tax
Current 957 507 509
Deferred (245) 917 (707)
- ---------------------------------------------------------------------
Financial statement
income tax provision $ 9,929 $ 6,342 $ 7,219
- ---------------------------------------------------------------------
Deferred income taxes are provided based upon differences between the
financial statement and tax bases of assets and liabilities. The following
deferred tax assets (liabilities) are recorded at December 31:
Assets/(Liabilities) 2004 2003
- ---------------------------------------------------------------------
Postretirement benefits $30,136 $30,201
Payroll accruals 2,741 3,287
Bad debt reserves 2,933 2,651
Other deferred tax assets 11,750 11,748
Accrued (prepaid) pension 9,780 11,268
Inventory 7,354 (1,721)
Fixed asset depreciation (15,798) (15,586)
Fixed asset gains (9,542) (9,542)
Computer software (16,895) (7,149)
Other deferred tax liabilities (6,937) (8,588)
- ---------------------------------------------------------------------
$15,522 $16,569
- ---------------------------------------------------------------------
Deferred tax assets included in other current assets were $16,161 and
$6,167 in 2004 and 2003, respectively. Deferred tax assets included in other
assets were $(639) and $10,402 in 2004 and 2003, respectively. The Company's
deferred tax assets include state net operating loss carryforwards of $4,680
and $5,938 as of December 31, 2004 and 2003, respectively, that expire from
2006 to 2022. Valuation allowances of $1,022 and $2,191 have been established
for a portion of these deferred tax assets as of December 31, 2004 and 2003,
respectively.
A reconciliation between the "statutory" federal income tax rate and the
effective tax rate in the consolidated statements of income and retained
earnings is as follows:
Years Ended December 31: 2004 2003 2002
- ---------------------------------------------------------------------
"Statutory" tax rate 35.0% 35.0% 35.0%
State and local income taxes,
net of federal benefit 2.1 2.4 (3.2)
Other, net 4.4 5.4 7.0
- ---------------------------------------------------------------------
Effective tax rate 41.5% 42.8% 38.8%
- ---------------------------------------------------------------------
25
Consolidated Financial Statements
3. CAPITAL STOCK
The Company's capital stock is owned by its employees and retirees.
Common stock may not be sold by the holder thereof, except by first offering
it to the Company. The Company may buy any common shares so offered at the
price at which they were issued ($20) with appropriate adjustments for current
dividends.
During 2004 the Company offered to eligible employees the right to
subscribe to 450,000 shares of common stock at $20 per share in accordance
with the provisions of the Company's Common Stock Purchase Plan dated October
18, 2004. This resulted in the subscription of 268,772 shares ($5,375).
Subscribers under the Plan elected to make payments under one of the following
options: (i) all shares subscribed for prior to January 20, 2005; (ii) a
portion of such shares prior to January 20, 2005, and the balance in monthly
installments through payroll deductions (or in certain cases where a
subscriber is no longer on the Company's payroll, through pension deductions
or direct monthly payments) over an 11-month period; or (iii) all shares
pursuant to the installment method.
Shares were issued and Voting Trust Certificates were delivered to
subscribers as of January 20, 2005, in the case of shares paid for prior to
January 20, 2005. Shares will be issued and Voting Trust Certificates will be
delivered to subscribers on a quarterly basis, as of the tenth day of March,
June, September and December to the extent full payments of shares are made
in the case of subscriptions under the installment method.
Shown below is a summary of shares reacquired and retired by the Company
in the three years ended December 31:
Preferred Common
Reacquired Retired Reacquired Retired
- ------------------------------------------------------------
2004 2,121 2,173 343,281 344,646
2003 129 164 317,774 316,811
2002 316 256 314,647 298,967
- ------------------------------------------------------------
4. LONG-TERM DEBT AND BORROWINGS
UNDER SHORT-TERM CREDIT AGREEMENTS
December 31,
Long-term debt was composed of: 2004 2003
- -------------------------------------------------------------------
7.49% note, unsecured, due in
annual installments of $14,286
in each of the years 2005
through 2011 $100,000 $100,000
6.59% note, unsecured, due in
semiannual installments of $3,750
beginning in October 2003 through
April 2013 63,750 71,250
7.36% note, unsecured, maturing
May 2011, installments of $3,095
due semiannually in each of the
years 2001 through 2010 with
final payment of $3,094 due in 2011 40,238 46,428
6.65% note, unsecured, due in annual
installments of $3,636 in each of the
years 2003 through 2013 32,727 36,364
6.23% to 8.30% capital leases,
various maturities 11,065 13,521
9.23% note secured by a first
mortgage on various properties,
maturing May 2005, installments
of $2,725 due annually in each of
the years 1995 through 2004 with
final payment of $2,750 due in 2005 2,750 5,475
Variable rate mortgages, secured by
facilities, various maturities 4,092 4,215
- -------------------------------------------------------------------
$254,622 $277,253
Less current portion 49,019 22,872
- -------------------------------------------------------------------
$205,603 $254,381
- -------------------------------------------------------------------
Long-term debt matures as follows:
- -------------------------------------------------------------------
2006 $ 31,798
2007 31,706
2008 31,696
2009 31,664
2010-2013 78,739
- -------------------------------------------------------------------
$ 205,603
- -------------------------------------------------------------------
26
Consolidated Financial Statements
The net book value of property securing various long-term debt
instruments was $14,600 at December 31, 2004.
The Company's borrowings under short-term credit agreements consist of
issuances of commercial paper and borrowings under revolving credit agreements
and bank lines of credit.
The Company has a Revolving Credit Loan Agreement with a group of banks
at an interest rate based on the London Interbank Offered Rate (LIBOR) that
had previously consisted of a $205,000, five-year facility. In October 2003
the Company elected to reduce the facility from $205,000 to $50,000. Upon
expiration of the agreement in July 2004, the Company entered into a new
unsecured credit agreement which consists of an $85,000, 364-day facility
which expires in July 2005. There were no amounts outstanding under the
Revolving Credit Loan Agreement at December 31, 2004.
At December 31, 2004 the Company had a $200 million accounts receivable
securitization program that expires in October 2006. The securitization
program provides for the sale of certain of the Company's trade receivables on
a revolving basis to Graybar Commerce Corporation (GCC), a wholly owned,
bankruptcy remote, special purpose subsidiary. GCC sells an undivided
interest in the receivables to an unrelated multi-seller commercial paper
conduit. The Company accounts for the securitization as an on-balance sheet
financing arrangement because the Company has maintained effective control of
the accounts receivable through a call option that gives GCC the unilateral
right to repurchase the undivided interests. Accordingly, the accounts
receivable and related debt are included in the accompanying consolidated
balance sheets. GCC has granted a security interest in its trade receivables
to the commercial paper conduit. Borrowings outstanding under the
securitization program were $50,000 at December 31, 2004.
Borrowings under short-term credit agreements varied from a minimum of
$0 to a maximum of $192,223 and $188,281 in 2004 and 2003, respectively. The
average amount of borrowings outstanding under short-term credit agreements
during 2004 and 2003 amounted to approximately $146,000 and $109,000 at
weighted average interest rates of 1.69% and 1.51%, respectively. The
averages are based on the daily amounts outstanding during each year. The
weighted average interest rate for amounts outstanding at December 31, 2004
was 2.74%.
The Company had unused lines of credit of approximately $253,255 as of
December 31, 2004. Certain committed lines of credit have annual fees of up
to one hundred basis points of the committed lines of credit.
The Revolving Credit Loan Agreement and certain other note agreements
have various covenants that limit the Company's ability to make investments,
pay dividends, incur debt, dispose of property, and issue equity securities.
The Company is also required to maintain certain financial ratios as defined
in the agreements. The Company is in compliance with all covenants as of
December 31, 2004.
The carrying amounts of the Company's outstanding long-term debt and
short-term borrowings approximate their fair values at December 31, 2004.
5. PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company has a noncontributory defined benefit pension plan covering
substantially all full-time employees. The plan provides retirement benefits
based on an employee's final average earnings and years of service. Employees
become 100% vested after five years of service, regardless of age. The
Company's funding policy is to contribute the net periodic pension cost
accrued each year, provided that the contribution will not be less than the
ERISA minimum or greater than the maximum tax-deductible amount. The assets
of the defined benefit pension plan are invested primarily in equity and fixed
income securities and money market funds.
The investment objective of the Company's defined benefit pension plan
is to ensure that there are sufficient assets to fund regular pension benefits
payable to employees over the long-term life of the plan. The Company's
pension plan seeks to earn the highest possible long-term, total rate of
return on assets consistent with prudent standards for preservation of
capital, tolerance for investment risk and maintenance of liquidity.
Asset allocation information for pension plan assets at December 31,
2004 is as follows:
2004 2003
Actual Actual Target
Allocation Allocation Allocation
---------- ---------- ----------
Equity securities-U.S. 46% 46% 35%
Equity securities-International 19 15 15
Fixed income investments 34 34 35
Other 1 5 15
---------- ---------- ----------
100% 100% 100%
The Company and its subsidiaries provide certain health care and life
insurance benefits for retired employees through the Retiree Welfare Plan (the
Plan). Substantially all of the Company's employees may become eligible to
participate in the Plan if they reach normal retirement age while working for
the Company. Benefits are provided through insurance coverage with premiums
based on the benefits paid during the year. The Company funds the Plan on a
pay-as-you-go basis, and accordingly, the Plan has no assets at December 31,
2004 or 2003.
27
Consolidated Financial Statements
The following table sets forth information regarding
the Company's pension and other postretirement benefits
as of December 31, 2004 and 2003 using a December 31 measurement date:
Postretirement
Pension Benefits Benefits
----------------------- ---------------------
2004 2003 2004 2003
--------------------------------------------------
Accumulated benefit obligation $188,673 $176,801 $ 126,449 $ 126,298
------- ------- ------- -------
Projected benefit obligation 248,451 231,706 -- --
Fair value of plan assets 151,186 135,906 -- --
------- ------- ------- -------
Funded status $(97,265) $(95,800) $(126,449) $(126,298)
------- ------- ------- -------
Amounts recognized in the consolidated balance sheet at December 31, 2004
consist of the following:
Postretirement
Pension Benefits Benefits
----------------------- ---------------------
2004 2003 2004 2003
--------------------------------------------------
Prepaid (accrued) benefit cost $(37,488) $(40,895) $(77,470) $(77,636)
------- ------- ------- -------
Intangible asset 11,110 12,392 -- --
Accumulated other comprehensive loss 27,828 33,664 -- --
------- ------- ------- -------
Net amount recognized $ 1,450 $ 5,161 $(77,470) $(77,636)
-------- -------- -------- --------
Weighted average assumptions as of December 31 are:
Postretirement
Pension Benefits Benefits
----------------------- ---------------------
2004 2003 2004 2003
--------------------------------------------------
Discount rate 5.75% 6.00% 5.75% 6.00%
Expected return on plan assets 8.25% 8.75% -- --
Rate of compensation increase 4.00% 4.00% -- --
Health care cost trend on covered charges -- -- 9%/5% 10%/5%
The expected return on plan assets assumption for the defined benefit
pension plan is a long-term assumption and was determined after evaluating
input from the plan's actuary and pension fund investment advisor, and also
considering actual plan experience and historical and anticipated rates of
return on the various classes of assets in which the plan invests. The
Company anticipates that its investment managers will continue to generate
long-term returns consistent with its assumed rate, despite temporary
downturns in market performance.
The following presents information regarding the plans for the years
ended December 31, 2004 and 2003:
Postretirement
Pension Benefits Benefits
----------------------- ---------------------
2004 2003 2004 2003
--------------------------------------------------
Employer contributions $ 28,200 $ 21,300 $ 11,760 $ 11,148
Participant contributions -- -- 729 750
Benefits paid $(32,500) $(23,043) $(12,489) $(11,898)
------ ------ ------ ------
The Company expects to make contributions totaling $30,000 to its
defined benefit pension plan during 2005.
Estimated future defined benefit pension plan payments are as follows:
2005 $ 24,000
2006 26,000
2007 27,000
2008 27,000
2009 28,000
2010-2014 150,000
The net periodic cost recognized for the defined benefit pension plan
was $35,610, $16,779 and $14,231 for each of the three years ended December
31, 2004, 2003 and 2002, respectively. Included in the Company's 2004 pension
expense was approximately $15.1 million due to settlement of a portion of its
defined benefit plan obligations as a result of increased election of lump sum
payouts by retirees under the standard terms of the plan.
The net periodic cost recognized for the postretirement benefit plan was
$11,594, $11,198 and $9,533 for each of the three years ended December 31,
2004, 2003 and 2002, respectively.
For measurement of the net periodic postretirement benefit obligation, a
9.0% annual rate of increase in per capita cost of covered health care
benefits was assumed for 2005. The rate was assumed to gradually decrease to
5.0% for 2009 and to remain at that level thereafter.
The Company has elected to defer accounting for the effects of the
Medicare Prescription Drug, Improvement and Modernization Act of 2003 in
accordance with FASB Staff Position (FSP) No. FAS 106-2. The accumulated
postretirement benefit obligation and the net periodic postretirement benefit
cost do not currently reflect the accounting impact of the Act since the
Company is currently unable to determine whether the benefits provided by its
plan are actuarially equivalent to Medicare Part D under the Act.
The Company also provides a defined contribution profit sharing and
savings plan covering substantially all of its full-time employees. Annual
contributions by the Company to the plan are at the discretion of management
and are generally determined based on the profitability of the Company.
Employees may also contribute to the plan subject to limitations imposed by
federal tax law and ERISA.
28
Consolidated Financial Statements
6. NET INCOME PER SHARE OF COMMON STOCK
The computation of net income per share of common stock is based on the
weighted average number of common shares outstanding during each year. The
average numbers of shares used in computing net income per share of common
stock were 5,708,968, 5,992,889 and 6,245,008 in 2004, 2003 and 2002,
respectively.
7. COMMITMENTS
The Company has two operating lease arrangements with an independent
lessor which have provided $63,684 of off-balance sheet financing for eight of
the Company's zone distribution facilities. Each of the agreements carries a
five-year term. The Company has the option, with the consent of the lenders
to the lessor, to renew the leases for up to two additional five-year terms or
to purchase the property for a price including the outstanding lease balance.
If the Company elects not to renew the lease or purchase the property, or such
lenders refuse to consent to a renewal, the Company may elect to remarket the
property and arrange for its sale to a third party. At December 31, 2004, the
Company has recorded a $756 liability for the estimated fair value of the
residual value guarantee for these operating lease agreements, one of which
was renewed in 2003 and one of which was renewed in December 2004.
The leasing structures used in these two lease arrangements qualify as
variable interest entities under FASB Interpretation No. 46 and the Company's
interests in the variable interest entities are required to be consolidated in
the Company's financial statements beginning in the first quarter of 2005.
As of December 31, 2004 the Company's maximum exposure to loss as a result of
its involvement with the two lease arrangements is $54,131, the amount
guaranteed by the Company as the residual fair value of the property in
accordance with the lease arrangements. Rental expense was $40,916, $42,396
and $43,936 in 2004, 2003 and 2002, respectively.
Future minimum rental payments required under operating leases that have
either initial or remaining noncancellable lease terms in excess of one year
as of December 31, 2004 are as follows:
Years ending December 31:
- --------------------------------------------------------------------
2005 $35,142
2006 24,701
2007 18,866
2008 16,338
2009 10,608
Subsequent to 2009 31,782
- --------------------------------------------------------------------
In September 2000 the Company entered into a swap agreement to manage
interest rates on amounts due under certain operating leases. The agreement,
which expires in July 2013, is based on a notional amount of $28.7 million.
The agreement calls for an exchange of interest payments with the Company
receiving payments based on a London Interbank Offered Rate (LIBOR) floating
rate, and making payments based on a fixed rate of 6.92%. There is no
exchange of the notional amount upon which the payments are based. The fair
value of the swap was $(5,555) at December 31, 2004 and is recorded in other
payables and accruals in the consolidated balance sheet.
8. STATEMENTS OF CASH FLOWS
During 2004, 2003 and 2002 income taxes paid (refunded) totaled
$(4,057), $(1,684) and $12,484; interest paid totaled $23,548, $24,094 and
$26,976; and liabilities assumed in connection with capitalized leases totaled
$0, $9,793 and $0, respectively.
9. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of accumulated other comprehensive income (loss) as of
December 31, 2004 and 2003 are as follows:
2004 2003
- ----------------------------------------------------------------------------------
Currency translation adjustments $ 3,845 $ 1,335
Unrealized gain/(loss) from
interest rate swap (3,400) (3,633)
Minimum pension liability (27,828) (33,664)
- ----------------------------------------------------------------------------------
$(27,383) $(35,962)
- ----------------------------------------------------------------------------------
10. QUARTERLY FINANCIAL INFORMATION
(UNAUDITED)
Quarterly financial data for 2004 and 2003 is as follows:
For the quarters ended,
2004 3/31 6/30 9/30 12/31
- ------------------------------------------------------------------------------------
Net sales $939,309 $1,040,909 $1,072,482 $1,026,853
Gross margin 190,774 204,684 199,841 188,482
Net income 3,244 6,990 4,596 (812)
Net income per
share of common
stock $ .56 $ 1.22 $ .81 $ (.13)
- ------------------------------------------------------------------------------------
For the quarters ended,
2003 3/31 6/30 9/30 12/31
- ------------------------------------------------------------------------------------
Net sales $861,344 $949,982 $1,024,449 $ 966,677
Gross margin 172,813 180,813 190,971 189,869
Net income 158 1,697 4,609 2,001
Net income per
share of common
stock $ .03 $ .28 $ .77 $ .33
- ------------------------------------------------------------------------------------
29
Report of Independent Registered Public Accounting Firm
[Ernst & Young
logo]
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Graybar Electric Company, Inc.
We have audited the accompanying consolidated balance sheets of Graybar
Electric Company, Inc. as of December 31, 2004 and 2003, and the related
consolidated statements of income and retained earnings, changes in
shareholders' equity, and cash flows for each of the three years in the
period ended December 31, 2004. 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 audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). 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 consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Graybar
Electric Company, Inc. at December 31, 2004 and 2003, and the consolidated
results of its operations and its cash flows for each of the three years
in the period ended December 31, 2004, in conformity with U.S. generally
accepted accounting principles.
/s/ Ernst & Young LLP
St. Louis, Missouri
March 2, 2005
30
District Management as of December 31, 2004
NEW YORK DISTRICT
Christopher O. Olsen District Vice President
Ronald P. Segraves Director, Electrical Sales
Stephen E. Thomas Director, Comm/Data Sales
Joseph M. Sabatino Director, Operations
Timothy D. Birky Director, Finance
- --------------------------------------------------------------------
BOSTON DISTRICT
Donald M. Block District Vice President
Peter R. Elkas Director, Electrical Sales
Gerald G. Pollick Director, Operations
Joseph P. Peduto Director, Finance
- --------------------------------------------------------------------
PITTSBURGH DISTRICT
Steven M. Schooley District Vice President
Wade V. Leidecker Director, Electrical Sales
David A. Bender Director, Comm/Data Sales
C. Robert Smith Director, Operations
Peter M. Wingrove Director, Finance
- --------------------------------------------------------------------
ATLANTA DISTRICT
Joseph F. LaMotte District Vice President
Donald W. Heitmeier Director, Electrical Sales
Jeffrey W. Craig Director, Comm/Data Sales
Keith E. (Kip) Davis Director, Operations
Thomas G. Karrenbauer Director, Finance
- --------------------------------------------------------------------
RICHMOND DISTRICT
Thomas S. Gurganous District Vice President
Lindsey G. Darnell Director, Electrical Sales
Thomas R. Moore Director, Comm/Data Sales
David K. Ange Director, Operations
- --------------------------------------------------------------------
TAMPA DISTRICT
Robert C. Lyons District Vice President
Bruce E. Neilson Director, Electrical Sales
Terrell L. Loveless Director, Comm/Data Sales
Dale J. Thayer, Jr. Director, Operations
Richard C. Hird Director, Finance
- --------------------------------------------------------------------
CHICAGO DISTRICT
Richard A. Cole District Vice President
Michael N. Wall Director, Electrical Sales
Richard H. Harvey Director, Comm/Data Sales
John T. Roney Director, Operations
Timothy E. Carpenter Director, Finance
- --------------------------------------------------------------------
MINNEAPOLIS DISTRICT
Robert L. Nowak District Vice President
G. William Keller Director, Electrical Sales
Paul D. Wise Director, Operations
Ellen S. Rebne Director, Finance
- --------------------------------------------------------------------
ST. LOUIS DISTRICT
Michael W. Fowler District Vice President
Thomas J. Spellacy Director, Electrical Sales
John G. Smith Director, Comm/Data Sales
Scott B. Neubauer Director, Operations
Pete Rodriguez Director, Finance
- --------------------------------------------------------------------
DALLAS DISTRICT
Randall R. Harwood District Vice President
John H. Hawfield Director, Electrical Sales
Philip J. Harvatin Director, Comm/Data Sales
Thomas T. Townsend Director, Operations
Thomas E. Kinate Director, Finance
- --------------------------------------------------------------------
SEATTLE DISTRICT
Kenneth B. Sparks District Vice President
Kirk A. Snure Director, Electrical Sales
Christopher A. Borel Director, Comm/Data Sales
John C. Fisher Director, Operations
Paul A. Hansen Director, Finance
- --------------------------------------------------------------------
PHOENIX DISTRICT
Gary D. Hodges District Vice President
Mick K. Upchurch Director, Electrical Sales
Shayne P. Jones Director, Operations
Kevin D. Cook Director, Finance
- --------------------------------------------------------------------
CALIFORNIA DISTRICT
David G. Maxwell District Vice President
Ebbie R. Thigpen Director, Electrical Sales
Jon D. Umene Director, Comm/Data Sales
Kathy L. Edwards Director, Operations
Richard T. Birkett Director, Finance
31
Locations as of December 31, 2004
CORPORATE OFFICE
34 North Meramec Avenue
St. Louis, Missouri 63105
314 573-9200
- ---------------------------------------------
New York District
- ---------------------------------------------
1300 Livingston Avenue
North Brunswick,
New Jersey 08902
732 568-2500
BRANCHES
New York: Albany, Hauppauge,
Long Island City
New Jersey: Newark,
North Brunswick, Teterboro,
Hackettstown, Parsippany,
Wanamassa, Hamilton
Pennsylvania: Philadelphia,
Harrisburg, Allentown,
Wilkes-Barre
Delaware: New Castle
- ---------------------------------------------
Boston District
- ---------------------------------------------
345 Harrison Avenue
Boston, Massachusetts 02118
617 406-5000
BRANCHES
Rhode Island: Cranston
Massachusetts: Worcester,
West Springfield, Somerville
Maine: Portland
New Hampshire: Manchester
Vermont: Rutland, Burlington
Connecticut: Hamden, Hartford
Service Center
Taunton, Massachusetts
- ---------------------------------------------
Pittsburgh District
- ---------------------------------------------
900 Ridge Avenue
Pittsburgh,
Pennsylvania 15212
412 323-5200
BRANCHES
Kentucky: Lexington, Louisville
Ohio: Cincinnati, Columbus,
Dayton, Lima, Toledo,
Youngstown, Cleveland,
Akron, Canton, Mansfield
Pennsylvania: Greensburg, Erie
West Virginia: Wheeling, Charleston
New York: Buffalo, Rochester,
Syracuse
INFORMATION SYSTEMS
11885 Lackland Road
St. Louis, Missouri 63146
314 573-5700
- ---------------------------------------------
Atlanta District
- ---------------------------------------------
2050 Nancy Hanks Drive
Norcross, Georgia 30071
770 441-5580
BRANCHES
Georgia: Atlanta
Midtown, Marietta,
Fayetteville, Savannah,
Cartersville, Augusta
Alabama: Birmingham,
Huntsville, Mobile
South Carolina: Columbia,
Greenville, Spartanburg,
Hilton Head, Beaufort
Tennessee: Knoxville,
Chattanooga, Nashville
Florida: Pensacola
Mississippi: Jackson
- ---------------------------------------------
Richmond District
- ---------------------------------------------
1510 Tomlynn Street
Richmond, Virginia 23230
804 354-1300
BRANCHES
Virginia: Norfolk, Roanoke,
Hampton, Chantilly,
Commonwealth Controls-Richmond
North Carolina: Asheville,
Raleigh, Winston-Salem,
Charlotte, Greensboro,
Wilmington, Monroe
South Carolina: Rock Hill
Tennessee: Bristol
Maryland: Baltimore, Lanham
- ---------------------------------------------
Tampa District
- ---------------------------------------------
801 North Rome Avenue
Tampa, Florida 33606
813 253-8881
BRANCHES
Florida: Sarasota, Lakeland,
Orlando, Pinellas, Melbourne,
North Tampa, Tallahassee,
Jacksonville,
Daytona Beach, Miami,
West Palm Beach, Fort Myers,
Fort Pierce, Naples,
Pompano Beach, Gainesville,
Punta Gorda, Riviera Beach
Service Center
Riverview, Florida
- ---------------------------------------------
Chicago District
- ---------------------------------------------
900 Regency Drive
Glendale Heights, Illinois 60139
630 893-3600
BRANCHES
Illinois: Naperville, Chicago
Downtown, East Peoria,
Springfield
Indiana: Indianapolis, Hammond
Fort Wayne, South Bend
Michigan: Flint, Auburn Hills,
East Livonia, Lansing,
Grand Rapids, Belleville
Iowa: Davenport, Cedar Rapids
Wisconsin: West Allis, Racine,
Madison
- ---------------------------------------------
Minneapolis District
- ---------------------------------------------
2300 East 25th Street
Minneapolis, Minnesota 55406
612 721-3545
BRANCHES
Minnesota: St. Paul, Duluth,
Burnsville, Plymouth, Rochester,
Mankato, St. Cloud
North Dakota: Fargo
South Dakota: Sioux Falls, Brookings
Wisconsin: Green Bay, Marinette,
Manitowoc, Neenah,
Stevens Point, Eau Claire
Iowa: Des Moines
- ---------------------------------------------
St. Louis District
- ---------------------------------------------
8170 Lackland Road
Bel Ridge, Missouri 63114
314 573-2000
BRANCHES
Missouri: Jefferson City,
Kansas City, Springfield
Kansas: Wichita
Nebraska: Omaha
Tennessee: Memphis, Jackson
Arkansas: Little Rock, Springdale,
Conway
Indiana: Evansville
Oklahoma: Oklahoma City, Tulsa
- ---------------------------------------------
Dallas District
- ---------------------------------------------
4601 Cambridge Road
Ft. Worth, Texas 76155
817 213-1200
BRANCHES
Texas: Amarillo, Austin, Abilene,
Dallas (Royal Lane Counter)
Freeport, Houston, Beaumont,
San Antonio, Corpus Christi,
Dallas (Lewisville)
Louisiana: Shreveport, Harahan,
Baton Rouge, Lake Charles
32
Locations as of December 31, 2004
- ---------------------------------------------
Seattle District
- ---------------------------------------------
1919 Sixth Avenue South
Seattle, Washington 98134
206 292-4848
BRANCHES
Washington: Spokane,
Tacoma, Everett
Oregon: Portland, Eugene
Idaho: Boise
Alaska: Anchorage, Fairbanks
Montana: Billings
Hawaii: Honolulu
- ---------------------------------------------
Phoenix District
- ---------------------------------------------
3350 West Earll Drive
Phoenix, Arizona 85017
602 269-2131
BRANCHES
Arizona: Mesa, Tucson,
Scottsdale
Colorado: Colorado Springs,
Denver
New Mexico: Albuquerque
Texas: El Paso
Nevada: Las Vegas
Utah: Salt Lake City
- ---------------------------------------------
California District
- ---------------------------------------------
383 South Cheryl Lane
City of Industry,
California 91789
909 451-4000
BRANCHES
California: Anaheim (Counter),
Long Beach (Counter),
Van Nuys, Costa Mesa,
Los Angeles (Counter),
San Bernardino, Hayward,
San Francisco (Downtown),
Martinez, San Jose,
Sacramento, San Diego,
San Marcos (Counter),
Santa Barbara, Santa Maria,
Bakersfield, Fresno, Modesto,
Rancho Cordova (Counter)
Nevada: Sparks
Regional Zones
- ---------------------------------------------
Atlanta Regional
And National Zone
- ---------------------------------------------
Woodlands Business Park
Building 100
8180 Troon Circle
Austell, Georgia 30168
678 945-9970
- ---------------------------------------------
Charlotte Regional Zone
- ---------------------------------------------
1700 West Pointe Drive, Suite A
Charlotte, North Carolina 28214
704 602-7000
- ---------------------------------------------
Cincinnati Regional Zone
- ---------------------------------------------
8814 Trade Port Drive
Hamilton, Ohio 45011
513 874-8814
- ---------------------------------------------
Cranbury Regional Zone
- ---------------------------------------------
4 Aurora Drive
Suite 401
Cranbury, New Jersey 08512
609 409-8100
- ---------------------------------------------
Fresno Regional
And National Zone
- ---------------------------------------------
4401 East Central Avenue
Fresno, California 93725
559 264-2393
- ---------------------------------------------
Joliet Regional
And National Zone
- ---------------------------------------------
1700 Crossroad Drive
Joliet, Illinois 60431
815 741-4660
- ---------------------------------------------
Richmond Regional Zone
- ---------------------------------------------
2501 Distribution Drive
Richmond, Virginia 23231
804 521-6800
- ---------------------------------------------
Rogers Regional Zone
- ---------------------------------------------
13251 George Weber Drive
Rogers, Minnesota 55374
763 428-1545
- ---------------------------------------------
Seattle Regional Zone
- ---------------------------------------------
1101 North Levee Road
Puyallup, Washington 98371
253 848-3305
- ---------------------------------------------
Springfield Regional Zone
- ---------------------------------------------
1904 N. LeCompte, Building #12
Springfield, Missouri 65802
417 864-4955
- ---------------------------------------------
Stafford Regional
And National Zone
- ---------------------------------------------
13131 North Promenade Boulevard
Stafford, Texas 77477
281 340-5500
- ---------------------------------------------
Youngstown Regional
and National Zone
- ---------------------------------------------
1100 Ohio Works Drive
Youngstown, Ohio 44510
330 799-3220
International
- ---------------------------------------------
34 North Meramec Avenue
St. Louis, Missouri 63105
314 573-5210
LOCATIONS
Carolina, Puerto Rico
Mexico City, Mexico
Kitchener, Ontario
Hamilton, Ontario
Guelph, Ontario
Mississauga, Ontario
Niagara Falls, Ontario
Windsor, Ontario
Halifax, Nova Scotia
Dartmouth, Nova Scotia
Bridgewater, Nova Scotia
Kentville, Nova Scotia
New Glasgow, Nova Scotia
Sydney, Nova Scotia
Truro, Nova Scotia
Yarmouth, Nova Scotia
Charlottetown, Prince
Edward Island
Bathurst, New Brunswick
Florenceville, New Brunswick
Fredericton, New Brunswick
Moncton, New Brunswick
Saint John, New Brunswick
Corner Brook, Newfoundland
Grand Falls-Windsor,
Newfoundland
St. John's, Newfoundland
Wabush, Newfoundland
Calgary, Alberta
33
Graybar Electric Company, Inc.
34 North Meramec Avenue
St. Louis, Missouri 63105
www.graybar.com
[photo]