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CONFORMED
---------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Commission File Number 0-255
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
----------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
--------------- ------------
GRAYBAR ELECTRIC COMPANY, INC.
--------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 13 - 0794380
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
34 NORTH MERAMEC AVENUE, ST. LOUIS, MO 63105
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
POST OFFICE BOX 7231, ST. LOUIS, MO 63177
- --------------------------------------------------------------------------------
(Mailing Address) (Zip Code)
Registrant's telephone number, including area code: (314) 573 - 9200
---------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
------- --------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2) of the Securities Exchange Act of 1934.
YES NO X
------- --------
Common Stock Outstanding at April 30, 2005: 5,558,070
----------------------
(Number of Shares)
Item 1. Financial Statements PART I
------
CONSOLIDATED BALANCE SHEETS
---------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
MARCH 31, 2005 DECEMBER 31, 2004
-------------------------- -------------------------
CURRENT ASSETS
Cash and cash equivalents $ 47,380 $ 9,961
-------------------------- -------------------------
Trade receivables 593,105 624,728
-------------------------- -------------------------
Merchandise inventory 484,308 473,212
-------------------------- -------------------------
Other current assets 24,794 26,379
-------------------------- -------------------------
Total current assets 1,149,587 1,134,280
-------------------------- -------------------------
PROPERTY
Land 38,962 29,944
-------------------------- -------------------------
Buildings and permanent fixtures 305,667 242,579
-------------------------- -------------------------
Furniture and fixtures 172,640 167,852
-------------------------- -------------------------
Software 76,906 76,906
-------------------------- -------------------------
Capital leases 13,143 22,936
-------------------------- -------------------------
Less-Accumulated depreciation 264,303 248,711
-------------------------- -------------------------
Net property 343,015 291,506
-------------------------- -------------------------
OTHER ASSETS 26,153 25,586
-------------------------- -------------------------
$ 1,518,755 $ 1,451,372
========================== =========================
CURRENT LIABILITIES
Short-term borrowings $ 25,983 $ 67,757
-------------------------- -------------------------
Current portion of long-term debt 37,819 49,019
-------------------------- -------------------------
Trade accounts payable 571,294 490,183
-------------------------- -------------------------
Other accrued taxes 13,069 10,147
-------------------------- -------------------------
Accrued payroll and benefit costs 26,374 48,506
-------------------------- -------------------------
Dividends payable --- 6,117
-------------------------- -------------------------
Other payables and accruals 59,863 65,962
-------------------------- -------------------------
Total current liabilities 734,402 737,691
-------------------------- -------------------------
POSTRETIREMENT BENEFITS LIABILITY 77,859 77,470
-------------------------- -------------------------
PENSION LIABILITY 37,488 37,488
-------------------------- -------------------------
LONG-TERM DEBT 276,462 205,603
-------------------------- -------------------------
OTHER NON-CURRENT LIABILITIES 2,571 756
-------------------------- -------------------------
2
CONSOLIDATED BALANCE SHEETS
---------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
MARCH 31, 2005 DECEMBER 31, 2004
------------------------- -------------------------
SHAREHOLDERS' EQUITY
CAPITAL STOCK
Preferred:
----------
Par value $.01 per share
Authorized 10,000,000
shares
SHARES
------
2005 2004
---- ----
Issued to shareholders --- ---
------------- -------------
In treasury, at cost --- ---
------------- -------------
Outstanding --- --- --- ---
------------- ------------- ------------------------- -------------------------
Common:
-------
Stated value $20 per share
Authorized 15,000,000 shares
SHARES
------
2005 2004
---- ----
Issued to voting trustees 5,421,055 5,298,699
------------- -------------
Issued to shareholders 278,203 276,641
------------- -------------
In treasury, at cost (120,595) (26,978)
------------- -------------
Outstanding 5,578,663 5,548,362 111,573 110,967
------------- ------------- ------------------------- -------------------------
Advance payments on subscriptions
to common stock 173 ---
------------------------- -------------------------
Retained earnings 305,131 308,780
------------------------- -------------------------
Accumulated other comprehensive income (loss) (26,904) (27,383)
------------------------- -------------------------
TOTAL SHAREHOLDERS' EQUITY 389,973 392,364
------------------------- -------------------------
$ 1,518,755 $ 1,451,372
========================= =========================
See accompanying Notes to Consolidated Financial Statements
3
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
QUARTER ENDED
MARCH 31, 2005 MARCH 31, 2004
-------------------------- --------------------------
GROSS SALES, net of returns and allowances $ 967,336 $ 942,115
-------------------------- --------------------------
Less - Cash discounts 3,397 2,806
-------------------------- --------------------------
NET SALES 963,939 939,309
-------------------------- --------------------------
COST OF MERCHANDISE SOLD 772,950 748,535
-------------------------- --------------------------
Gross margin 190,989 190,774
-------------------------- --------------------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 170,607 169,882
-------------------------- --------------------------
DEPRECIATION AND AMORTIZATION 8,627 9,870
-------------------------- --------------------------
Income from operations 11,755 11,022
-------------------------- --------------------------
OTHER INCOME, net 1,340 761
-------------------------- --------------------------
INTEREST EXPENSE 6,815 6,377
-------------------------- --------------------------
Income before provision for income taxes 6,280 5,406
-------------------------- --------------------------
PROVISION FOR INCOME TAXES
Current 905 914
-------------------------- --------------------------
Deferred 1,714 1,248
-------------------------- --------------------------
Total provision for income taxes 2,619 2,162
-------------------------- --------------------------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE $ 3,661 $ 3,244
-------------------------- --------------------------
Cumulative effect of change in accounting principle,
net of $3,587 tax benefit $ (5,634) $ ---
-------------------------- --------------------------
NET INCOME (LOSS) $ (1,973) $ 3,244
========================== ==========================
INCOME PER SHARE OF COMMON STOCK
BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE (NOTE 2) $ .66 $ .56
-------------------------- --------------------------
NET INCOME (LOSS) PER SHARE OF COMMON STOCK (NOTE 2) $ (.35) $ .56
========================== ==========================
DIVIDENDS
Preferred - $.25 per share $ --- $ 1
-------------------------- --------------------------
Common - $.30 per share 1,676 1,741
-------------------------- --------------------------
$ 1,676 $ 1,742
========================== ==========================
See accompanying Notes to Consolidated Financial Statements
4
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
THREE MONTHS ENDED MARCH 31,
2005 2004
-------------------------- --------------------------
CASH FLOWS FROM OPERATIONS
Income before cumulative effect of change
in accounting principle $ 3,661 $ 3,244
-------------------------- --------------------------
Adjustments to reconcile income before cumulative effect of change in
accounting principle to cash provided by operations:
Depreciation and amortization 8,627 9,870
-------------------------- --------------------------
Deferred income taxes 1,714 1,248
-------------------------- --------------------------
Changes in assets and liabilities:
Trade receivables 31,623 (5,481)
-------------------------- --------------------------
Merchandise inventory (11,096) 2,664
-------------------------- --------------------------
Other current assets 1,585 1,927
-------------------------- --------------------------
Other assets 1,334 887
-------------------------- --------------------------
Trade accounts payable 81,111 (3,900)
-------------------------- --------------------------
Accrued payroll and benefit costs (22,132) (10,638)
-------------------------- --------------------------
Other accrued liabilities (3,093) 874
-------------------------- --------------------------
89,673 (2,549)
-------------------------- --------------------------
Net cash provided by operations 93,334 695
-------------------------- --------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property 237 31
-------------------------- --------------------------
Capital expenditures for property (5,910) (8,250)
-------------------------- --------------------------
Net cash used by investing activities (5,673) (8,219)
-------------------------- --------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in short-term borrowings (41,774) 15,373
-------------------------- --------------------------
Repayment of long-term debt (183) (203)
-------------------------- --------------------------
Principal payments under capital leases (1,272) (668)
-------------------------- --------------------------
Sale of common stock 2,651 117
-------------------------- --------------------------
Purchase of treasury stock (1,872) (1,764)
-------------------------- --------------------------
Dividends paid (7,792) (8,211)
-------------------------- --------------------------
Net cash provided (used) by financing activities (50,242) 4,644
-------------------------- --------------------------
NET INCREASE (DECREASE) IN CASH 37,419 (2,880)
-------------------------- --------------------------
CASH, BEGINNING OF YEAR 9,961 19,161
-------------------------- --------------------------
CASH, END OF FIRST QUARTER $ 47,380 $ 16,281
========================== ==========================
See accompanying Notes to Consolidated Financial Statements
5
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
----------------------------------------------------------
FOR THE QUARTERS ENDED
----------------------
MARCH 31, 2005 AND 2004
-----------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
COMMON ACCUMULATED
STOCK OTHER
COMMON PREFERRED SUBSCRIBED, RETAINED COMPREHENSIVE
STOCK STOCK UNISSUED EARNINGS INCOME (LOSS) TOTAL
-------------- -------------- ---------------- -------------- ------------------ --------------
December 31, 2003 $117,427 $ 43 $ 45 $ 306,030 $ (35,962) $ 387,583
--------------
Net Income 3,244 3,244
Currency Translation Adjustments 413 413
Unrealized Gain/(Loss) from
Interest Rate Swap (net of tax
of $398) (628) (628)
--------------
Comprehensive Income 3,029
--------------
Stock Issued 116 116
Stock Redeemed (1,762) (2) (1,764)
Advance Payments 1 1
Dividends Declared (1,742) (1,742)
-------------- -------------- ---------------- -------------- ------------------ --------------
March 31, 2004 $115,781 $ 41 $ 46 $ 307,532 $ (36,177) $ 387,223
============== ============== ================ ============== ================== ==============
COMMON ACCUMULATED
STOCK OTHER
COMMON PREFERRED SUBSCRIBED, RETAINED COMPREHENSIVE
STOCK STOCK UNISSUED EARNINGS INCOME (LOSS) TOTAL
-------------- -------------- ---------------- -------------- ------------------ --------------
December 31, 2004 $110,967 $ 0 $ 0 $ 308,780 $ (27,383) $ 392,364
--------------
Net Income (Loss) (1,973) (1,973)
Currency Translation Adjustments (186) (186)
Unrealized Gain/(Loss) from
Interest Rate Swap (net of tax
of $332) 665 665
--------------
Comprehensive Income (1,494)
--------------
Stock Issued 2,478 2,478
Stock Redeemed (1,872) (1,872)
Advance Payments 173 173
Dividends Declared (1,676) (1,676)
-------------- -------------- ---------------- -------------- ------------------ --------------
March 31, 2005 $111,573 $ 0 $ 173 $ 305,131 $ (26,904) $ 389,973
============== ============== ================ ============== ================== ==============
See accompanying Notes to Consolidated Financial Statements
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AND OTHER INFORMATION
---------------------------
(Dollars Stated in Thousands)
(Except for Share and Per Share Data)
Note 1
- ------
The condensed consolidated financial statements included
herein have been prepared by the Company, without audit, pursuant
to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these
condensed financial statements be read in conjunction with the
financial statements and the notes thereto included in the
Company's latest annual report on Form 10-K.
In the opinion of the Company, the quarterly report includes
all adjustments, consisting of normal recurring accruals, necessary
for the fair presentation of the financial statements presented.
Such interim financial information is subject to year-end
adjustments and independent audit.
Results for interim periods are not necessarily indicative of
results to be expected for the full year.
Note 2
- ------
THREE MONTHS 2005 THREE MONTHS 2004
------------------------ -------------------------
Earnings for Three Months Before Cumulative
Effect of Change in Accounting Principle $ 3,661 $ 3,244
------------------------ -------------------------
Cumulative Effect of Change in Accounting Principle $ (5,634) $ ---
------------------------ -------------------------
Earnings (Loss) for Three Months $ (1,973) $ 3,244
------------------------ -------------------------
Dividends on Preferred Stock --- 1
------------------------ -------------------------
Available for Common Stock $ (1,973) $ 3,243
------------------------ -------------------------
Average Common Shares Outstanding 5,574,752 5,831,002
------------------------ -------------------------
Earnings Per Share Before Cumulative Effect
of Change in Accounting Principle $ .66 $ .56
------------------------ -------------------------
Earnings (Loss) Per Share $ (.35) $ .56
------------------------ -------------------------
Note 3
- ------
At March 31, 2005 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 $10,000 and $50,000 at March 31, 2005 and December 31, 2004,
respectively.
7
Note 4
- ------
The Company has two lease arrangements with an independent
lessor which have provided $73,477 of financing for nine 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 an
additional five-year term 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.
The leasing structures used in these two lease arrangements
qualify as silos of a variable interest entity under FASB
Interpretation No. 46 (FIN No. 46). As of January 1, 2005, the
Company has adopted the provisions of FIN No. 46 and accordingly,
as the primary beneficiary, has consolidated these silos in its
financial statements. The impact of consolidation has increased the
Company's property by $64,257, the net book value of the leased
property as if the interpretations of FIN No. 46 had been in place
from the inception of these leases. Additionally, the Company has
increased long-term debt by $70,906, and recorded a minority
interest in the silos of $2,571 at the date of adoption. The
Company has recorded a cumulative effect of change in accounting
principle of $(5,634), net of income tax effect of $3,587, to
affect the consolidation. The Company has treated the adoption of
FIN No. 46 as a non-cash item in its consolidated statements of
cash flows.
As of March 31, 2005, the consolidated silos included in the
Company's financial statements have a net property balance of
$63,723, long-term debt of $70,906, and a minority interest of
$2,571. Under the terms of the lease arrangements, the Company's
maximum exposure to loss as a result of its involvement with the
two lease arrangements at March 31, 2005, is $62,455, the amount
guaranteed by the Company as the residual fair value of the
property.
Had the provisions of FIN No. 46 been applied
retrospectively, rather than as the cumulative effect of a change
in accounting principle, net income and net income per share on a
pro forma basis would be as follows:
Actual Pro forma
------------------------------------ -------------------------------------
March 31, 2005 March 31, 2004 March 31, 2005 March 31, 2004
-------------- -------------- -------------- --------------
Net income $(1,973) $ 3,244 $ 3,661 $ 2,923
Net income per share of
common stock $ (.35) $ .56 $ .66 $ .50
Note 5
- ------
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.
Note 6
- ------
During the three months ended March 31, 2005, the Company
made contributions totaling $7,500 to its defined benefit pension
plan. Additional contributions totaling $22,500 are expected to be
paid during the remainder of 2005.
8
Item 2. MANAGEMENT'S DISCUSSION & ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(Dollars Stated in Thousands)
RESULTS OF OPERATIONS
- ---------------------
The following table sets forth certain information relating to the
operations of the Company expressed as a percentage of net sales:
Quarter Ended March 31: 2005 2004
---- ----
Net Sales 100.0% 100.0%
Cost of Merchandise Sold (80.2) (79.7)
----------- -------------
Gross Margin 19.8 20.3
Selling, General and Administrative Expenses (17.7) (18.1)
Depreciation and amortization (.9) (1.0)
----------- -------------
Income from operations 1.2 1.2
Other Income, net .1 .1
Interest Expense (.7) (.7)
----------- -------------
Income Before Provision for Income Taxes .6 .6
Provision for Income Taxes (.2) (.3)
----------- -------------
Income Before Cumulative Effect of Change in Accounting Principle .4 .3
Cumulative Effect of Change in Accounting Principle (.6) --
----------- -------------
Net Income (.2)% .3%
=========== =============
Net sales in the first three months of 2005 increased $24,630, or
2.6%, to $963,939 compared to $939,309 in the first three months of 2004.
The higher net sales resulted from the combined effect of the increase in
electrical market sales experienced by the Company along with a decrease in
sales to customers in the communications market. The increase in electrical
market sales resulted from the generally improved economic conditions that
are prevalent on an industry-wide basis in the electrical market sectors in
which the Company operates. Activity in the communications market served by
the Company continued to be impacted by the lingering effects of the excess
of plant and network capacity. Electrical market sales increased 5.5% and
communications market sales decreased 5.7% when comparing the first three
months of 2005 to the first three months of 2004.
Gross margin increased $215, or .1%, in the first three months of
2005 compared to the first three months of 2004 primarily due to the overall
increase in net sales. Gross margin as a percentage of net sales decreased
when comparing the first three months of 2005 to the first three months of
2004 due largely to lower margins on copper and steel-based products sold
by the Company that were subject to pricing inflation in 2004.
Selling, general and administrative expenses increased $725, or
..4%, when comparing the first three months of 2005 to the first three months
of 2004 due largely to increases in transportation and other general
operating expenses of approximately $3,100. The increase in general
operating expenses was largely offset by a reduction in employee
compensation and benefit costs of approximately $2,400.
Depreciation and amortization decreased from $9,870 in the first
quarter of 2004 to $8,627 in the first quarter of 2005 primarily due to
lower depreciation expense on capital leases.
Other income, net includes accounts receivable interest charges to
customers of $893 and $934 in the first three months of 2005 and the first
three months of 2004, respectively.
Interest expense increased $438, or 6.9%, when comparing the first
three months of 2005 to the first three months of 2004 primarily due to
increased levels of short-term borrowings required to finance higher levels
of accounts receivable and higher interest rates on short-term borrowings.
9
MANAGEMENT'S DISCUSSION & ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
(Dollars Stated in Thousands)
RESULTS OF OPERATIONS (Continued)
- ----------------------
The combined effect of the increases in gross margin and other
income, together with the decrease in depreciation and amortization and
increases in selling, general and administrative expenses and interest
expense, resulted in an increase in pretax earnings of $874 in the first
three months of 2005 compared to the same period in 2004.
As of January 1, 2005, the Company has adopted the provisions of
FASB Interpretation No. 46 (FIN No. 46), which apply to the leasing
structures used in two lease arrangements between the Company and an
independent lessor. The leasing structures used in these two lease
arrangements qualify as variable interest entities under FIN 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. The Company has recorded a cumulative effect of change in
accounting principle of $(5,634), net of income tax benefit of $3,587, in
its consolidated financial statements in the first quarter of 2005 as a
result of adoption of FIN No. 46.
FINANCIAL CONDITION AND LIQUIDITY
- ---------------------------------
At March 31, 2005, current assets exceeded current liabilities by
$415,185, up $18,596 from December 31, 2004. The reduction in accounts
receivable from December 31, 2004 to March 31, 2005 resulted primarily from
the decrease in sales in the first quarter 2005 compared to the fourth
quarter 2004. The average number of days of sales in accounts receivable
increased during the first quarter 2005. Merchandise inventory levels were
higher at March 31, 2005 when compared to December 31, 2004 inventory
levels.
At March 31, 2005, the Company had available to it unused lines of
credit amounting to $294,818. These lines are available to meet short-term
cash requirements of the Company. Short-term borrowings outstanding during
2005 through March 31 ranged from a minimum of $25,983 to a maximum of
$192,002.
The Company has funded its capital requirements from operations,
stock issuances to its employees and long-term debt. During the first three
months of 2005, cash provided by operations amounted to $93,334 compared to
$695 cash provided by operations in the first three months of 2004. The
increase 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 provided of
$101,638 in the first three months of 2005 compared to cash used of $6,717
in the first three months of 2004. Cash provided from the sale of common
stock and proceeds received on stock subscriptions amounted to $2,651 in the
first three months of 2005.
Capital expenditures for property for the three-month periods ended
March 31, 2005 and 2004 were $5,910 and $8,250, respectively. Purchases of
treasury stock for the three-month periods ended March 31, 2005 and 2004
were $1,872 and $1,764, respectively. Dividends paid for the three-month
periods ended March 31, 2005 and 2004 were $7,792 and $8,211, respectively.
10
Item 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
-----------------------------
There have been no material changes in the policies, procedures,
controls or risk profile from that provided in Item 7A, "Quantitative and
Qualitative Disclosures About Market Risk", of the Company's Annual Report
on Form 10-K for the year ended December 31, 2004.
Item 4. CONTROLS AND PROCEDURES
-----------------------
An evaluation was performed under the supervision and with the
participation of the Company's management of the effectiveness of the design
and operation of the Company's disclosure controls and procedures as of
March 31, 2005. Based on that evaluation, the Company's management,
including the Chief Executive Officer and Chief Financial Officer, concluded
that the Company's disclosure controls and procedures were effective. On
April 1, 2003, the Company began implementation of its conversion to a new
ERP platform and continued rollout and implementation to various locations
throughout 2004. In connection therewith, certain of the Company's
disclosure controls and procedures have been modified at certain locations
to reflect the new system environment.
11
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits furnished in accordance with provisions of
Item 601 of Regulation S-K.
(31) Rule 13a-14(a)/15d-14(a) Certifications
31.1 - Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 -
Principal Executive Officer.
31.2 - Certification Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 -
Principal Financial Officer.
(32) Section 1350 Certifications
32.1 - Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act
of 2002 - Principal Executive Officer.
32.2 - Certification Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act
of 2002 - Principal Financial Officer
(b) Reports on Form 8-K.
Form 8-K was filed with the Commission on March 10, 2005
reporting a change in the Company's Directors and
Principal Officers.
12
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
May 12, 2005 GRAYBAR ELECTRIC COMPANY, INC.
----------------------
(Date)
/S/ R. A. REYNOLDS, JR.
------------------------------------
R. A. REYNOLDS, JR.
PRESIDENT AND
PRINCIPAL EXECUTIVE OFFICER
/S/ D. B. D'ALESSANDRO
------------------------------------
D. B. D'ALESSANDRO
SENIOR VICE PRESIDENT AND
PRINCIPAL FINANCIAL OFFICER
/S/ J. H. KIPPER
------------------------------------
J. H. KIPPER
VICE PRESIDENT
AND CONTROLLER
13