UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission File Number:
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(Exact name of registrant as specified in its charter) | |
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
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(Registrant’s telephone number, including area code) |
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Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
None | N/A | N/A |
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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 NO |
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit such files). |
YES NO |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. |
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Large accelerated filer |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |
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Common Stock Outstanding at April 15, 2023: |
(Number of Shares) |
Graybar Electric Company, Inc. and Subsidiaries
Quarterly Report on Form 10-Q
For the Period Ended March 31, 2023
(Unaudited)
Table of Contents
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PART I. | FINANCIAL INFORMATION | Page | ||
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| Item 1. | Financial Statements |
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| Condensed Consolidated Statements of Changes in Shareholders’ Equity | 7 |
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| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 | |
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| Item 3. | 17 | ||
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| Item 4. | 17 | ||
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PART II. | OTHER INFORMATION |
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| Item 2. | 19 | ||
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| Item 6. | 20 | ||
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
Graybar Electric Company, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
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| Three Months Ended | ||||
(Stated in millions, except per share data) |
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Net Sales |
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Cost of merchandise sold |
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Gross Margin |
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Selling, general and administrative expenses |
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Depreciation and amortization |
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Other income, net |
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Income from Operations |
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Non-operating expenses |
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Income before Provision for Income Taxes |
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Provision for income taxes |
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Net Income |
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Net income attributable to noncontrolling interests |
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Net Income attributable to Graybar Electric Company, Inc. |
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Net Income attributable to Graybar Electric Company, Inc. per share of Common Stock(A) |
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Cash Dividends per share of Common Stock |
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Average Common Shares Outstanding(A) |
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(A)
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.
Graybar Electric Company, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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| Three Months Ended | ||||
(Stated in millions) |
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Net Income |
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Other Comprehensive Income |
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Foreign currency translation |
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Pension and postretirement benefits liability adjustments (net of |
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Total Other Comprehensive Income |
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Comprehensive Income |
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Less: Comprehensive income attributable to noncontrolling |
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Comprehensive Income attributable to Graybar Electric Company, Inc. |
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The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.
Graybar Electric Company, Inc. and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
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| March 31, |
| December 31, | |||
(Stated in millions, except share and per share data) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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Trade receivables (less allowances of $ |
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Merchandise inventory |
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Other current assets |
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Total Current Assets |
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Property, at cost |
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Land |
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Buildings |
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Furniture and fixtures |
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Software |
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Finance leases |
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Total Property, at cost |
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Accumulated depreciation and amortization |
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Net Property |
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Operating Lease Right-of-use Assets |
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Other Non-current Assets |
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Total Assets |
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LIABILITIES |
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Current Liabilities |
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Short-term borrowings |
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Current portion of long-term debt |
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Trade accounts payable |
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Accrued payroll and benefit costs |
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Other accrued taxes |
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Current operating lease liabilities |
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Other current liabilities |
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Total Current Liabilities |
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Postretirement Benefits Liability |
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Pension Liability |
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Long-term Debt |
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Non-current Operating Lease Liabilities |
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Other Non-current Liabilities |
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Total Liabilities |
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SHAREHOLDERS’ EQUITY |
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| Shares at |
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Capital Stock | March 31, 2023 |
| December 31, 2022 |
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Common, stated value $ |
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Authorized | |
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Issued to voting trustees | |
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Issued to shareholders | |
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In treasury, at cost | ( |
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Outstanding Common Stock | |
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Advance Payments on Subscriptions to Common Stock |
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Retained Earnings |
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Accumulated Other Comprehensive Loss |
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Total Graybar Electric Company, Inc. Shareholders’ Equity |
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Noncontrolling Interests |
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Total Shareholders’ Equity |
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Total Liabilities and Shareholders’ Equity |
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The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.
Graybar Electric Company, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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| Three Months Ended March 31, | ||||
(Stated in millions) |
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Cash Flows from Operating Activities |
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Net Income |
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Adjustments to reconcile net income to cash provided by operating activities: |
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Depreciation and amortization |
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Non-cash operating lease expense |
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Deferred income taxes |
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Net gain on disposal of property |
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Net income attributable to noncontrolling interests |
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Changes in assets and liabilities: |
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Trade receivables |
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Merchandise inventory |
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Other current assets |
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Other non-current assets |
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Trade accounts payable |
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Accrued payroll and benefit costs |
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Other current liabilities |
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Other non-current liabilities |
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Total adjustments to net income |
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Net cash provided by operating activities |
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Cash Flows from Investing Activities |
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Proceeds from disposal of property |
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Capital expenditures for property |
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Net cash used by investing activities |
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Cash Flows from Financing Activities |
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Net increase (decrease) in short-term borrowings |
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Principal payments under finance arrangements |
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Sales of common stock |
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Purchases of common stock |
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Purchases of noncontrolling interests’ common stock |
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Dividends paid |
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Net cash provided (used) by financing activities |
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Net Increase (Decrease) in Cash |
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Cash, Beginning of Year |
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Cash, End of Period |
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Non-cash Investing and Financing Activities |
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Acquisitions of equipment under finance leases |
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Acquisitions of assets under operating leases |
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The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.
Graybar Electric Company, Inc. and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
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| (Unaudited, stated in millions) |
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| Graybar Electric Company, Inc. Shareholders’ Equity |
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| Other |
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| Total | |||
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| Noncontrolling |
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| Unissued |
| Earnings |
| Loss |
| Interests |
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December 31, 2022 | $ | |
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Net income |
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Other comprehensive income |
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Stock issued |
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Stock purchased |
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Advance payments |
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Dividends declared |
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March 31, 2023 | $ | |
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| Graybar Electric Company, Inc. Shareholders’ Equity |
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| Earnings |
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December 31, 2021 | $ | |
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Net income |
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Stock issued |
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Stock purchased |
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Advance payments |
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Dividends declared |
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March 31, 2022 | $ | |
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The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of the Condensed Consolidated Financial Statements.
Graybar Electric Company, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Stated in millions, except share and per share data)
(Unaudited)
Graybar Electric Company, Inc. (“Graybar”, “Company”, "we", "our", or "us") is a New York corporation, incorporated in 1925. We are engaged in the distribution of electrical and communications and data networking products and are a provider of related supply chain management and logistics services. We primarily serve customers in the construction, commercial, institutional and government ("CIG"), and industrial & utility vertical markets, with products and services that support new construction, infrastructure updates, building renovation, facility maintenance, repair and operations ("MRO"), and original equipment manufacturers ("OEM"). In our primary role as third-party wholesale distributor, we neither manufacture nor contract to manufacture the products that we sell; however, one of our subsidiaries may contract to manufacture some of its private label lighting fixtures. Our business activity is primarily based in the United States (“U.S.”). We also have subsidiary operations with distribution facilities in Canada and Puerto Rico.
Our accounting policies conform to generally accepted accounting principles in the U.S. ("GAAP”) and are applied on a consistent basis among all years presented. The full summary of our significant accounting policies is included in our latest Annual Report on Form 10-K for the year ended
The unaudited condensed consolidated financial statements included herein have been prepared by Graybar pursuant to the rules and regulations of the U.S. Securities and Exchange Commission applicable to interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although we believe that our disclosures are adequate to make the information presented not misleading. The preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect reported amounts. Our condensed consolidated financial statements include amounts that are based on management’s best estimates and judgments. Actual results could differ from those estimates. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022, included in our latest Annual Report on Form 10-K.
In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU” or “Update”) 2022-04, “Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires entities to disclose the key terms of supplier finance programs used in connection with the purchase of goods and services along with information about their obligations under these programs, including a rollforward of those obligations. This Update does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The Update is effective for all entities for fiscal years beginning after December 15, 2022 and interim periods within those fiscal years, except for the rollforward requirement, which is effective for fiscal years beginning after December 15, 2023. The guidance would be applied retrospectively, other than the rollforward requirement, which would be applied prospectively. While we do not have a supplier finance program currently in place, we are considering introducing a supplier finance program in 2023 and, therefore, are simultaneously evaluating the impact of adopting the Update on our consolidated financial statements.
In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848” which provides final guidance that defers the sunset date for applying the reference rate reform relief in ASC 848 to December 31, 2024, from December 31, 2022. The guidance is effective upon issuance. We have transitioned to the Secured Overnight Financing Rate (“SOFR”) as our reference rate effective March 29, 2023, as described in Note 5, “Debt”. The adoption of this Update did not have a material impact on our consolidated financial statements.
The following table summarizes the percentages of our net sales attributable to each of our vertical markets for the three months ended March 31, 2023 and 2022:
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Construction |
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CIG |
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Industrial & Utility |
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Total net sales |
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Certain reclassifications have been made to the vertical market assigned to customers in the prior year’s information to conform to the March 31, 2023 presentation.
We had
Our total provision for income taxes was $
Revolving Credit Facility
At December 31, 2022, we, along with Graybar Canada Limited, our Canadian operating subsidiary ("Graybar Canada"), had an unsecured, , $
On March 29, 2023, we, along with Graybar Canada, amended the Revolving Credit Facility, pursuant to the terms and conditions of a Fifth Amendment to Credit Agreement, dated as of March 29, 2023 (the “Amended Credit Agreement”), by and among Graybar, as parent borrower, Graybar Canada Limited, as a borrower, the lenders party thereto, Bank of America, N.A. as Domestic
Administrative Agent, Domestic Swing Line Lender and Domestic L/C Issuer and Bank of America, N.A., acting through its Canada Branch, as Canadian Administrative Agent, Canadian Swing Line Lender and Canadian L/C Issuer.
The Amended Credit Agreement replaced the LIBOR-based Eurodollar reference interest rate with a reference interest rate based on Term SOFR and introduced transition language for the Canadian Dealer Offered Rate (“CDOR”), in anticipation of the eventual discontinuation of CDOR, which is expected to be on or before June 28, 2024. Our borrowing availability remains unchanged under the Amended Credit Agreement.
The Amended Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations on us and all but certain of our subsidiaries with respect to indebtedness (with specified, limited exceptions), liens, changes in the nature of our business, investments, mergers and acquisitions, issuance of equity securities, dispositions of assets and dissolution of certain subsidiaries, transactions with affiliates, as well as securitizations, factoring transactions, and transactions with sanctioned parties or in violation of certain US or Canadian anti-corruption and anti-money laundering laws. There are also maximum leverage ratio and minimum interest coverage ratio financial covenants to which we will be subject during the term of the Amended Credit Agreement.
We were in compliance with all covenants under the Amended Credit Agreement and Revolving Credit Facility, respectively, as of March 31, 2023 and December 31, 2022.
There were $
Short-term borrowings outstanding during the three months ended March 31, 2023 ranged from
At March 31, 2023, we had unused lines of credit under the Amended Credit Agreement amounting to $
Interest expense, net was $
Private Placement Shelf Agreements
We have an uncommitted, unsecured $
We remain obligated under a most favored lender clause which is designed to ensure that any notes in the future under the Prudential Shelf Agreement and MetLife Shelf Agreement will continue to be of equal ranking with indebtedness under our Amended Credit Agreement.
Each shelf agreement contains representations and warranties of the Company and the applicable lender, events of default and affirmative and negative covenants, customary for agreements of this type. These covenants are substantially similar to those contained in the Amended Credit Agreement, subject to a number of exceptions and qualifications set forth in the applicable shelf agreement. All outstanding obligations of Graybar under one or both of these agreements may be declared immediately due and payable upon the occurrence of an event of default.
We were in compliance with all covenants under the Prudential Shelf Agreement and the MetLife Shelf Agreement as of March 31, 2023 and December 31, 2022.
Letters of Credit
We have a noncontributory defined benefit pension plan (the "Pension Plan") covering substantially all employees first hired prior to July 1, 2015 after the completion of
Our funding policy is to make contributions to the Pension Plan, provided that the total annual contributions will not be less than the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Pension Protection Act of 2006 minimums or greater than the maximum tax-deductible amount, to review the contribution and funding strategy on a regular basis, and to allow discretionary contributions to be made by us from time to time. The assets of the Pension Plan are invested primarily in fixed income investments and equity securities. We pay nonqualified pension benefits when they are due according to the terms of the supplemental benefit plan.
We provide certain postretirement healthcare and life insurance benefits to retired employees. Substantially all of our employees hired or rehired prior to 2014 may become eligible for postretirement medical benefits if they reach the age and service requirements of the retiree medical plan and retire on a pension (except a deferred pension) under the Pension Plan. Postretirement life insurance benefits are insured through an insurance company. We fund postretirement benefits as incurred, and accordingly, there were
The net periodic benefit cost for the three months ended March 31, 2023 and 2022 included the following components:
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| Three Months Ended |
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Components of Net Periodic Benefit Cost | 2023 |
| 2022 |
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Selling, general and administrative expenses: |
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Service cost | $ | |
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Total selling, general and administrative expenses | $ | |
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Our common stock is
participate in the voting trust hold their common stock as shareholders of record. Shareholders may elect to participate in the voting trust at any time during the term of the voting trust.
No holder of our common stock or voting trust interests representing our common stock ("common stock", "common shares", or "shares") may sell, transfer or otherwise dispose of any shares without first offering us the option to purchase those shares at the price at which they were issued. We also have the option to purchase at the issue price the common shares of any shareholder who ceases to be an employee for any reason other than death or "retirement" (as defined in our amended restated certificate of incorporation), and on the first anniversary of any holder's death. In the past, we have always exercised these purchase options, and we expect to continue to do so in the foreseeable future. However, we can make no assurance that we will continue to exercise our purchase option in the future. All outstanding shares have been issued at $
Cash dividends paid were $
We also have authorized
The following table represents amounts reclassified from accumulated other comprehensive loss for the three months ended March 31, 2023 and 2022:
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| Amortization of Pension | ||
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Tax benefit |
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Beginning balance January 1, |
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We are subject to various claims, disputes, and administrative and legal matters incidental to our past and current business activities. As a result, contingencies arise resulting from an existing condition, situation, or set of circumstances involving an uncertainty as to the realization of a possible loss.
We have in place insurance coverage for litigation defense and claim settlement costs incurred in connection with our asbestos claims. We estimate the value of probable insurance recoveries associated with our asbestos reserve based on management’s interpretations and estimates surrounding the available or applicable insurance coverage. We estimate the future payments for litigation defense and claim settlement costs based on our historical liabilities and current and projected caseloads. At March 31, 2023 and December 31, 2022, we had $
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with our accompanying unaudited condensed consolidated financial statements and notes thereto, and our audited consolidated financial statements, notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the year ended December 31, 2022, included in our Annual Report on Form 10-K for such period as filed with the United States Securities and Exchange Commission (the “Commission”). The results shown herein are not necessarily indicative of the results to be expected in any future periods.
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”), Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes”, “projects”, “expects”, “anticipates”, “estimates”, “intends”, “strategy”, “plan”, “may”, “will”, “would”,
“will be”, “will continue”, “will likely result”, and other similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the PSLRA. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse impact on our operations and future prospects on a consolidated basis include, but are not limited to: general economic conditions, particularly in the residential, commercial, and industrial building construction industries; a sustained interruption in the operation of our information systems; volatility in the prices of industrial commodities; cyber-attacks; increased funding requirements and expenses related to our pension plan; disruptions in our sources of supply; a pandemic, epidemic, or other public health emergency similar to the recent COVID-19 pandemic; the inability, or limitations on our ability, to borrow under our existing credit facilities or any replacements thereof; adverse legal proceedings or other claims; compliance with changing governmental regulations; and the inability, or limitations on our ability, to raise debt or equity capital. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless otherwise required by applicable securities law. Further information concerning our business, including additional factors that could materially impact our financial results, is included herein and in our other filings with the Commission. Actual results and the timing of events could differ materially from the forward-looking statements as a result of certain factors, a number of which are outlined in Item 1A., “Risk Factors”, of our Annual Report on Form 10-K for the year ended December 31, 2022.
All dollar amounts, except per share data, are stated in millions in the following discussion and accompanying tables.
Background
Graybar Electric Company, Inc. (“Graybar”, “Company”, "we", "our", or "us") is a New York corporation, incorporated in 1925. We are engaged in the distribution of electrical and communications and data networking products and are a provider of related supply chain management and logistics services. We primarily serve customers in the construction, commercial, institutional and government ("CIG"), and industrial & utility vertical markets, with products and services that support new construction, infrastructure updates, building renovation, facility maintenance, repair and operations ("MRO"), and original equipment manufacturers ("OEM"). In our primary role as third-party wholesale distributor, we neither manufacture nor contract to manufacture the products that we sell; however, one of our subsidiaries may contract to manufacture some of its private label lighting fixtures. Our business activity is primarily based in the United States ("U.S."). We also have subsidiary operations with distribution facilities in Canada and Puerto Rico.
Our common stock is 100% owned by active and retired employees, and there is no public trading market for our common stock. No holder of our common stock or voting trust interests representing our common stock (“common stock”, “common shares”, or “shares”) may sell, transfer, or otherwise dispose of any shares without first offering us the option to purchase those shares at the price at which they were issued. We also have the option to purchase at the issue price the common shares of any shareholder who ceases to be an employee for any reason other than death or "retirement" (as defined in our amended restated certificate of incorporation), and on the first anniversary of any holder's death. In the past, we have always exercised these purchase options, and we expect to continue to do so in the foreseeable future. However, we can make no assurance that we will continue to exercise our purchase option in the future. All outstanding shares have been issued at $20.00 per share.
Business Overview
Our net sales for the first quarter of 2023 increased $290.8 million, or 12.2%, to $2,672.6 million, compared to $2,381.8 million for the first quarter of 2022. Gross margin for the first quarter of 2023 increased $67.6 million, or 14.1%, to $546.9 million, compared
to gross margin of $479.3 million for the same three-month period ended March 31, 2022. Our gross margin rate increased to 20.5% for the first quarter of 2023, compared to 20.1% for the first quarter of 2022.
Selling, general and administrative (“SG&A”) expenses increased $37.7 million, or 11.6%, to $361.7 million for the three months ended March 31, 2023, from $324.0 million for the three months ended March 31, 2022, primarily due to higher compensation, rent, and maintenance costs. SG&A as a percentage of net sales decreased to 13.5% for the first quarter of 2023, compared to 13.6% for the same period in 2022.
Income from operations increased $28.5 million, or 19.9%, to $171.7 million for the three months ended March 31, 2023, from $143.2 million for the same three-month period last year. Our increase in gross margin, partially offset by the increase in SG&A expenses, contributed to this improvement. As a result, net income attributable to Graybar for the three months ended March 31, 2023, increased by $22.6 million, or 22.1%, to $124.8 million for the three months ended March 31, 2023, compared to $102.2 million for the same three-month period last year.
We continue to see steady demand for our products and services, but rising interest rates, economic uncertainty, and skilled labor shortages are having an impact on the markets we serve. While supply chain conditions are showing signs of improvement, ongoing challenges remain for certain product categories. As we monitor and adapt to changing economic conditions, we remain focused on providing exceptional service to our customers, minimizing potential risks, and managing our business wisely. We also continue to invest in people, process improvement, and technology to support profitable growth, while we pursue new opportunities to broaden our reach and strengthen our long-term position as a leader in supply chain innovation.
Consolidated Results of Operations
Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022
The following table sets forth certain information relating to our operations stated in millions of dollars and as a percentage of net sales for the three months ended March 31, 2023 and 2022:
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| Dollars |
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Net Sales | $ | 2,672.6 |
| 100.0 | % |
| $ | 2,381.8 |
| 100.0 | % |
Cost of merchandise sold |
| (2,125.7) |
| (79.5) |
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| (1,902.5) |
| (79.9) |
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Gross Margin |
| 546.9 |
| 20.5 |
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| 479.3 |
| 20.1 |
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Selling, general and administrative expenses |
| (361.7) |
| (13.5) |
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| (324.0) |
| (13.6) |
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Depreciation and amortization |
| (14.3) |
| (0.6) |
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| (13.0) |
| (0.5) |
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Other income, net |
| 0.8 |
| — |
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| 0.9 |
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Income from Operations |
| 171.7 |
| 6.4 |
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| 143.2 |
| 6.0 |
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Non-operating expenses |
| (2.8) |
| (0.1) |
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Income before Provision for Income Taxes |
| 168.9 |
| 6.3 |
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| 137.7 |
| 5.8 |
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Provision for income taxes |
| (43.9) |
| (1.6) |
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| (35.3) |
| (1.5) |
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Net Income |
| 125.0 |
| 4.7 |
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| 102.4 |
| 4.3 |
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Net income attributable to noncontrolling interests |
| (0.2) |
| — |
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Net Income attributable to Graybar Electric Company, Inc. | $ | 124.8 |
| 4.7 | % |
| $ | 102.2 |
| 4.3 | % |
Net sales increased to $2,672.6 million for the three months ended March 31, 2023, compared to $2,381.8 million for the three months ended March 31, 2022, an increase of $290.8 million, or 12.2%. Net sales in our construction, CIG, and industrial & utility vertical markets increased by 9.5%, 12.2%, and 21.2%, respectively, for the three months ended March 31, 2023, compared to the same three-month period of 2022.
Gross margin increased $67.6 million, or 14.1%, to $546.9 million from $479.3 million for the three months ended March 31, 2023, compared to the same period of 2022. Our gross margin as a percentage of net sales was 20.5% for the three months ended March 31, 2023 compared to 20.1% for the same three-month period in 2022. The increases in gross margin and gross margin rate were primarily driven by our gross margin rate improvement initiatives.
SG&A expenses increased $37.7 million, or 11.6%, to $361.7 million, for the three months ended March 31, 2023, compared to $324.0 million for the three months ended March 31, 2022, mainly due to higher compensation, rent, and maintenance costs. SG&A
expenses as a percentage of net sales were 13.5% for the three months ended March 31, 2023, down from 13.6% for the three months ended March 31, 2022.
Depreciation and amortization for the three months ended March 31, 2023 increased $1.3 million, or 10.0%, to $14.3 million from $13.0 million for the same three-month period in 2022 primarily due to higher amortization expense of intangible assets and an increase in property, at cost. Total property, at cost, at March 31, 2023 was $1,120.4 million, an increase of $53.9 million, or 5.1%, when compared to total property, at cost, at March 31, 2022 of $1,066.5 million. Depreciation and amortization as a percentage of net sales totaled 0.6% for the three months ended March 31, 2023, up from 0.5% for the three months ended March 31, 2022.
Non-operating expenses decreased $2.7 million, or 49.1%, to $2.8 million for the three months ended March 31, 2023, compared to $5.5 million for the same period of 2022. This was due to decreases in non-service cost components of pension net periodic benefit costs of $3.1 million, partially offset by increases in non-service cost components of other postretirement net periodic benefit costs of $0.3 million and an increase in interest expense, net of $0.1 million for the three months ended March 31, 2023, compared to the same three-month period in 2022.
Income before provision for income taxes totaled $168.9 million for the three months ended March 31, 2023, an increase of $31.2 million, or 22.7%, from $137.7 million for the three months ended March 31, 2022. The increase was primarily due to our increase in gross margin partially offset by increases in SG&A expenses.
Our total provision for income taxes increased $8.6 million, or 24.4%, to $43.9 million for the three months ended March 31, 2023, compared to $35.3 million for the same period in 2022. The increase in our provision for income taxes year over year resulted from increased pretax income. Our year-to-date effective tax rate was 26.0% for the three months ended March 31, 2023, compared to 25.6% for 2022. The effective tax rate for the three months ended March 31, 2023 was higher than the 21.0% U.S. federal statutory rate primarily due to state, local, and foreign income taxes.
Net income attributable to Graybar Electric Company, Inc. for the three-month period ended March 31, 2023 increased $22.6 million, or 22.1%, to $124.8 million from $102.2 million for the three months ended March 31, 2022.
Financial Condition and Liquidity
We manage our liquidity and capital levels so that we have the capability to invest in the growth of our business, meet debt service obligations, finance anticipated capital expenditures, pay dividends, make benefit payments, finance information technology needs, fund acquisitions and finance other miscellaneous cash outlays. We believe that maintaining a strong company financial condition enables us to competitively access multiple financing channels, maintain an optimal cost of capital and invest in strategic long-term growth plans.
We have historically funded our working capital requirements using cash flows generated from the collection of trade receivables and trade accounts payable terms with our suppliers, supplemented by short-term bank lines of credit, if necessary. Capital expenditures have been financed primarily with cash from working capital management and short-term bank lines of credit.
Our cash and cash equivalents at March 31, 2023 were $173.0 million, compared to $69.4 million at December 31, 2022, an increase of $103.6 million. Short-term borrowings increased by $76.2 million to $107.8 million at March 31, 2023, from $31.6 million at December 31, 2022. Cash on hand and levels of short-term borrowings at March 31, 2023 are reflective of strong cash flows from operating activities as a result of increased net income, effective working capital management, and borrowings to fund our business needs. Current assets exceeded current liabilities by $1,144.1 million at March 31, 2023, an increase of $112.6 million, or 10.9%, from $1,031.5 million at December 31, 2022.
Operating Activities
Net cash flows provided by operating activities for the three months ended March 31, 2023 was $47.0 million, compared to net cash provided by operating activities of $58.2 million for the three months ended March 31, 2022, a decrease of $11.2 million, or 19.2%. Net cash provided by operating activities for the three months ended March 31, 2023 was primarily attributable to net income of $125.0 million adjusted for a decrease in merchandise inventory levels of $63.4 million during the three months ended March 31, 2023, partially offset by decreases in trade accounts payable of $87.9 million, accrued payroll and benefit costs of $61.3 million, and other non-current liabilities of $18.8 million from December 31, 2022 to March 31, 2023.
The average number of days of sales in trade receivables for the three-month period ended March 31, 2023 increased moderately compared to the same three-month period ended March 31, 2022. The days in inventory increased moderately for the three months ended March 31, 2023, compared to the three months ended March 31, 2022.
Investing Activities
Net cash used by investing activities totaled $18.4 million for the three months ended March 31, 2023, compared to net cash used by investing activities of $8.0 million for the same three-month period in 2022, an increase of $10.4 million. The increase was due to higher capital expenditures in the three months ended March 31, 2023, compared to the three months ended March 31, 2022.
Financing Activities
Net cash provided by financing activities for the three months ended March 31, 2023 totaled $75.0 million, compared to net cash used by financing activities of $54.7 million for the three months ended March 31, 2022, an increase of $129.7 million. The increase in net cash provided by financing activities was primarily due to a net increase in short-term borrowings of $76.2 million during the three months ended March 31, 2023, compared to net payments on short-term borrowings of $54.2 million in the same three-month period in 2022.
Liquidity
Our cash and cash equivalents at March 31, 2023 were $173.0 million, compared to $69.4 million at December 31, 2022. We also had a $750.0 million amended unsecured, committed revolving credit facility (“Amended Credit Agreement”) with $640.7 million in available capacity at March 31, 2023, compared to available capacity of $718.1 million at December 31, 2022 under the Revolving Credit Facility. At March 31, 2023 and December 31, 2022, we also had two uncommitted, unsecured private placement shelf agreements ("Shelf Agreements"). One of the Shelf Agreements is expected to allow us to issue senior promissory notes up to $100.0 million to PGIM, Inc. at fixed rate terms to be agreed upon at the time of any issuance during a three-year issuance period ending in August 2023. Our other Shelf Agreement is expected to allow us to issue senior promissory notes up to $150.0 million to MetLife Investment Management, LLC (formerly known as MetLife Investment Advisors, LLC), and MetLife Investment Management Limited (collectively, “MetLife”) and each other MetLife affiliate that becomes party to the agreement at fixed or floating rate economic terms to be agreed upon at the time of any issuance during a three-year issuance period ending in June 2024.
We have not issued any notes under the Shelf Agreements as of March 31, 2023 and December 31, 2022. For further discussion related to our Amended Credit Agreement and our Shelf Agreements, refer to Note 5, "Debt", of the notes to the condensed consolidated financial statements located in Item 1., “Financial Statements”, of this Quarterly Report on Form 10-Q.
We had total letters of credit of $7.8 million outstanding at March 31, 2023, of which $1.9 million were issued under the Amended Credit Agreement. We had total letters of credit of $7.8 million outstanding at December 31, 2022, of which $1.9 million were issued under the Revolving Credit Facility. The letters of credit are issued primarily to support certain workers' compensation insurance policies and support performance under certain customer contracts.
New Accounting Standards Updates
Our adoption of new accounting standards is discussed in Note 2, "Summary of Significant Accounting Policies", of the notes to the condensed consolidated financial statements located in Item 1., "Financial Statements", of this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes in the policies, procedures, controls, or risk profile from those provided in Item 7A., “Quantitative and Qualitative Disclosures About Market Risk”, of our Annual Report on Form 10-K for the year ended December 31, 2022.
Item 4. Controls and Procedures.
(a) Evaluation of disclosure controls and procedures
An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2023, was performed under the supervision and with the participation of management. Based on that evaluation, our management, including the Principal Executive Officer and Principal Financial Officer, concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
(b) Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Our common stock is 100% owned by active and retired employees, and there is no public trading market for our common stock. Since 1928, substantially all of the issued and outstanding shares of common stock have been held of record by voting trustees under successive voting trust agreements. A new Voting Trust Agreement was established effective March 3, 2017, which expires by its terms on March 1, 2027, because under applicable New York law, a voting trust may not have a term greater than ten years. At March 31, 2023, approximately 83% of our outstanding common stock was held in the voting trust. The participation of shareholders in the voting trust is voluntary at the time the voting trust is created, but is irrevocable during its term. Shareholders who elect not to participate in the voting trust hold their common stock as shareholders of record. Shareholders may elect to participate in the voting trust at any time during the term of the voting trust.
No holder of our common stock or voting trust interests representing our common stock ("common stock", "common shares", or "shares") may sell, transfer, or otherwise dispose of any shares without first offering us the option to purchase those shares at the price at which they were issued. We also have the option to purchase at the issue price the common shares of any shareholder who ceases to be an employee for any cause other than death or "retirement" (as defined in our amended restated certificate of incorporation), and on the first anniversary of any holder's death. In the past, we have always exercised these purchase options, and we expect to continue to do so in the foreseeable future. However, we can make no assurance that we will continue to exercise our purchase option in the future. All outstanding shares have been issued at $20.00 per share.
The following table sets forth information regarding purchases of common stock by the Company, all of which were made pursuant to the foregoing provisions:
Issuer Purchases of Equity Securities
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Period | Total Number of | Average | Total Number of Shares |
January 1 - January 31, 2023 | 77,142 | $20.00 | N/A |
February 1 - February 28, 2023 | 103,375 | $20.00 | N/A |
March 1 - March 31, 2023 | 91,620 | $20.00 | N/A |
Total | 272,137 | $20.00 | N/A |
Item 6. Exhibits.
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3.1 |
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3.2 |
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4 |
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9 |
| Voting Trust Agreement dated as of March 3, 2017, included at Exhibit 4 above. |
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31.1 |
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31.2 |
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32.1 |
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101.INS |
| XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document. |
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101.SCH |
| XBRL Taxonomy Extension Schema Document |
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101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
| Cover Page Interactive Data File (formatted in Inline XBRL contained in Exhibit 101) |
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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.
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| GRAYBAR ELECTRIC COMPANY, INC. |
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| April 24, 2023 |
| /s/ Kathleen M. Mazzarella |
| Date |
| Kathleen M. Mazzarella |
|
|
| President and Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
| April 24, 2023 |
| /s/ David M. Meyer |
| Date |
| David M. Meyer |
|
|
| Senior Vice President and Chief Financial Officer (Principal Financial Officer) |