gic-20230630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023


☐			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 1-13792

Global Industrial Company

(Exact name of registrant as specified in its charter)


Delaware						11-3262067
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

11 Harbor Park Drive

Port Washington, New York 11050

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (516) 608-7000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($.01 par value)	GIC	New York Stock Exchange

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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, smaller reporting company, or an 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.


Large accelerated filer ☐						Accelerated filer ☒
Non-accelerated filer ☐						Smaller reporting company ☐
						Emerging growth company ☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of July 28, 2023 was 38,027,625

TABLE OF CONTENTS


Available Information

Part I	Financial Information
Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34

Part II	Other Information
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 6.	Exhibits	36
	Signatures	37


	June 30, 2023		December 31, 2022
	(Unaudited)
ASSETS:
Current assets:
Cash and cash equivalents	$	44.9	$	28.5
Accounts receivable, net	140.5		108.0
Inventories	164.3		179.4
Prepaid expenses and other current assets	9.7		9.8

Total current assets	359.4		325.7

Property, plant and equipment, net	20.6		21.0
Operating lease right-of-use assets	90.7		90.3
Deferred income taxes	9.9		9.9
Goodwill and intangible assets	71.5		6.6
Other assets	1.9		1.7

Total assets	$	554.0	$	455.2

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	118.8	$	96.9

Accrued expenses and other current liabilities	58.3		43.2
Short-term debt	40.3		0.6
Operating lease liabilities	13.9		12.4
Total current liabilities	231.3		153.1

Operating lease liabilities	88.0		89.1
Other liabilities	2.9		2.6
Total liabilities	322.2		244.8

Commitments and contingencies

Shareholders’ equity:
Preferred stock	0.0		0.0
Common stock	0.4		0.4
Additional paid-in capital	202.3		201.2
Treasury stock	(18.9)		(19.5)
Retained earnings	45.3		25.9
Accumulated other comprehensive income	2.7		2.4
Total shareholders’ equity	231.8		210.4
Total liabilities and shareholders’ equity	$	554.0	$	455.2


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net sales	$	325.8	$	318.5	$	599.6	$	607.1
Cost of sales	212.9		205.5		388.3		386.3
Gross profit	112.9		113.0		211.3		220.8
Selling, distribution & administrative expenses	83.8		82.5		164.4		160.8

Operating income from continuing operations	29.1		30.5		46.9		60.0
Interest and other expense, net	0.3		0.3		0.5		0.7

Income from continuing operations before income taxes	28.8		30.2		46.4		59.3
Provision for income taxes	7.3		7.6		11.6		14.9
Net income from continuing operations	21.5		22.6		34.8		44.4
Net (loss) income from discontinued operations, net of tax	0.0		0.2		(0.1)		0.4
Net income	$	21.5	$	22.8	$	34.7	$	44.8

Net income per common share from continuing operations:
Basic	$	0.56	$	0.59	$	0.91	$	1.16
Diluted	$	0.56	$	0.59	$	0.91	$	1.16
Net (loss) income per common share from discontinued operations:
Basic	$	0.00	$	0.01	$	0.00	$	0.01
Diluted	$	0.00	$	0.01	$	0.00	$	0.01
Net income per common share:
Basic	$	0.56	$	0.60	$	0.91	$	1.17
Diluted	$	0.56	$	0.60	$	0.91	$	1.17

Weighted average common and common equivalent shares:
Basic	38.1		38.0		38.1		37.9
Diluted	38.2		38.1		38.2		38.0

Dividends declared	$	0.20	$	0.18	$	0.40	$	0.36


	Common Stock
	Number of Shares Outstanding	Amount		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income		Total Equity
Balances, January 1, 2023	37,961	$	0.4	$	201.2	$	(19.5)	$	25.9	$	2.4	$	210.4
Stock-based compensation expense				0.6								0.6
Issuance of restricted stock	36			(0.6)		0.6						0.0
Stock withheld for employee taxes	(14)			(0.1)		(0.3)						(0.4)
Proceeds from issuance of common stock	3			0.0		0.1						0.1
Issuance of shares under employee stock purchase plan	31			0.7								0.7
Dividends								(7.7)				(7.7)


Change in cumulative translation adjustment										0.1		0.1
Net income								13.2				13.2
Balances, March 31, 2023	38,017	$	0.4	$	201.8	$	(19.1)	$	31.4	$	2.5	$	217.0
Stock-based compensation expense				0.6								0.6
Issuance of restricted stock	8			(0.1)		0.1						0.0
Stock withheld for employee taxes	(2)			(0.1)		0.0						(0.1)
Proceeds from issuance of common stock	8			0.1		0.1						0.2

Dividends								(7.6)				(7.6)

Change in cumulative translation adjustment										0.2		0.2
Net income								21.5				21.5
Balances, June 30, 2023	38,031	$	0.4	$	202.3	$	(18.9)	$	45.3	$	2.7	$	231.8


Purchase price:	$	72.6
Less:
Cash	0.3
Accounts receivable	16.8
Inventories	10.3
Prepaid expenses and other current assets	2.5
Property, plant and equipment	0.3
Operating lease right-of-use assets	0.8
Customer lists	24.1
Trademarks	6.2
Other assets	0.1
Total identifiable assets acquired	$	61.4
Accounts payable	(12.9)
Accrued expenses and other current liabilities	(4.7)
Deferred revenue	(5.5)
Operating lease liabilities	(0.8)
Total identifiable liabilities acquired	$	(23.9)
Net identifiable assets acquired	37.5
Goodwill	$	35.1
Total net assets acquired	$	72.6


	June 30,		December 31,
	2023		2022
Goodwill	$	40.6	$	5.5
Definite-lived intangibles	30.2		0.4
Indefinite-lived intangibles	0.7		0.7
Balance	$	71.5	$	6.6


	Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Weighted Average Useful Life
Client lists	10 yrs	$	26.1	$	2.0	$	24.1	9.8
Trademarks	10 yrs	6.2		0.1		6.1		9.9
Total		$	32.3	$	2.1	$	30.2	9.8


2023 remainder	$	1.7
2024	3.2
2025	3.0
2026	3.0
2027	3.0
Thereafter	$	16.3
Total	$	30.2


	June 30, 2023
Balance at beginning of period	$	2.3

Current period provision	1.4
Write-offs - trade accounts receivable	(1.2)
Balance at end of period	$	2.5


	December 31, 2022
Balance at beginning of period	$	2.5
Current period provision	1.6
Write-offs - trade accounts receivable	(1.8)
Balance at end of period	$	2.3


	Six Months Ended June 30,			Year Ended December 31,
	2023			2022
Weighted Average Remaining Lease Term
Operating leases	7.6 years			8.2 years

Weighted Average Discount Rate
Operating leases	5.4		%	5.4		%

ROU assets obtained in exchange for operating lease obligations (in millions)	$	5.9		$	34.5


Year Ending December 31	Operating Leases
2023 (adjusted for six months of payments)	$	9.5
2024	19.0
2025	17.8
2026	15.6
2027	11.8
2028	12.0
Thereafter	41.0
Total lease payments	126.7
Less: interest	(24.8)
Total present value of lease liabilities	$	101.9