gic-20240331

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 March 31, 2024


☐			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 April 26, 2024 was 38,180,803.

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	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	21

Part II	Other Information
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 5.	Other Information	23
Item 6.	Exhibits	24
	Signatures	25


	March 31, 2024		December 31, 2023
	(Unaudited)
ASSETS:
Current assets:
Cash and cash equivalents	$	29.9	$	34.4
Accounts receivable, net	133.9		130.7
Inventories	162.8		150.8
Prepaid expenses and other current assets	11.1		13.9

Total current assets	337.7		329.8

Property, plant and equipment, net	20.1		20.0
Operating lease right-of-use assets	81.0		84.4
Deferred income taxes	7.6		7.9
Goodwill and intangible assets	68.5		69.3
Other assets	2.5		2.0

Total assets	$	517.4	$	513.4

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	112.2	$	111.0

Accrued expenses and other current liabilities	50.6		49.1

Operating lease liabilities	14.1		14.1
Total current liabilities	176.9		174.2

Operating lease liabilities	77.8		81.4
Other liabilities	2.5		2.6
Total liabilities	257.2		258.2

Commitments and contingencies

Shareholders’ equity:
Preferred stock	0.0		0.0
Common stock	0.4		0.4
Additional paid-in capital	205.0		204.8
Treasury stock	(17.2)		(18.6)
Retained earnings	69.6		66.0
Accumulated other comprehensive income	2.4		2.6
Total shareholders’ equity	260.2		255.2
Total liabilities and shareholders’ equity	$	517.4	$	513.4


	Three Months Ended March 31,
	2024		2023
Net sales	$	323.4	$	273.8
Cost of sales	212.5		175.4
Gross profit	110.9		98.4
Selling, distribution & administrative expenses	93.5		80.6

Operating income from continuing operations	17.4		17.8
Interest and other expense, net	0.2		0.2

Income from continuing operations before income taxes	17.2		17.6
Provision for income taxes	4.1		4.3
Net income from continuing operations	13.1		13.3
Net income (loss) from discontinued operations, net of tax	0.1		(0.1)
Net income	$	13.2	$	13.2

Net income per common share from continuing operations:
Basic	$	0.34	$	0.35
Diluted	$	0.34	$	0.35
Net income (loss) per common share from discontinued operations:
Basic	$	0.00	$	0.00
Diluted	$	0.00	$	0.00
Net income per common share:
Basic	$	0.34	$	0.35
Diluted	$	0.34	$	0.35

Weighted average common and common equivalent shares:
Basic	38.2		38.1
Diluted	38.4		38.2

Dividends declared	$	0.25	$	0.20


	Common Stock
	Number of Shares Outstanding	Amount		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income		Total Equity
Balances, January 1, 2024	38,074	$	0.4	$	204.8	$	(18.6)	$	66.0	$	2.6	$	255.2
Stock-based compensation expense				1.0								1.0
Issuance of restricted stock	66			(1.2)		1.2						0.0
Stock withheld for employee taxes	(37)			(0.8)		(0.7)						(1.5)
Proceeds from issuance of common stock	50			0.4		0.9						1.3
Issuance of shares under employee stock purchase plan	28			0.8								0.8
Dividends								(9.6)				(9.6)


Change in cumulative translation adjustment										(0.2)		(0.2)
Net income								13.2				13.2
Balances, March 31, 2024	38,181	$	0.4	$	205.0	$	(17.2)	$	69.6	$	2.4	$	260.2


Purchase price:	$	72.6
Less:
Cash	0.3
Accounts receivable	23.0
Inventories	4.6
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	$	61.9
Accounts payable	(12.9)
Accrued expenses and other current liabilities	(5.9)
Deferred revenue	(4.2)
Operating lease liabilities	(0.8)
Total identifiable liabilities acquired	$	(23.8)
Net identifiable assets acquired	38.1
Goodwill	$	34.5
Total net assets acquired	$	72.6


	March 31,		December 31,
	2024		2023
Goodwill	$	40.0	$	40.0
Definite-lived intangibles	27.8		28.6
Indefinite-lived intangibles	0.7		0.7
Balance	$	68.5	$	69.3


	Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Weighted Average Useful Life
Client lists	10 yrs	$	26.1	$	3.9	$	22.2	9.1
Trademarks	10 yrs	6.2		0.6		5.6		9.1
Total		$	32.3	$	4.5	$	27.8	9.1


2024 remainder	$	2.4
2025	3.0
2026	3.0
2027	3.0
2028	3.0
Thereafter	$	13.4
Total	$	27.8


	March 31, 2024
Balance at beginning of period	$	2.9

Current period provision	0.7
Write-offs - trade accounts receivable	(0.5)
Balance at end of period	$	3.1


	December 31, 2023
Balance at beginning of period	$	2.3
Current period provision	3.2
Write-offs - trade accounts receivable	(2.6)
Balance at end of period	$	2.9


	Three Months Ended March 31,			Year Ended December 31,
	2024			2023
Weighted Average Remaining Lease Term
Operating and finance leases	7.0 years			7.2 years

Weighted Average Discount Rate
Operating and finance leases	5.4		%	5.4		%

ROU assets obtained in exchange for operating and finance lease obligations (in millions)	$	0.7		$	6.3


Year Ending December 31	Operating Leases
2024 (adjusted for three months of payments)	$	14.2
2025	18.0
2026	15.9
2027	11.9
2028	11.9
2029	12.2
Thereafter	28.6
Total lease payments	112.7
Less: interest	(20.8)
Total present value of lease liabilities	$	91.9


Level 1 -			Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 -			Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly.
Level 3 -			Unobservable inputs which are supported by little or no market activity.


	Three Months Ended March 31,
	2024	2023	% Change
Net sales of continuing operations:



Consolidated net sales	$323.4	$273.8	18.1%
Consolidated gross profit	$110.9	$98.4	12.7%
Consolidated gross margin	34.3%	35.9%	(1.6)%
Consolidated SD&A costs	$93.5	$80.6	16.0%
Consolidated SD&A costs as a % of net sales	28.9%	29.4%	(0.5)%
Operating income from continuing operations:




Consolidated operating income	$17.4	$17.8	(2.2)%




Consolidated operating margin from continuing operations	5.4%	6.5%	(1.1)%
Effective income tax rate	23.8%	24.4%	(0.6)%
Net income from continuing operations	$13.1	$13.3	(1.5)%
Net income margin from continuing operations	4.1%	4.9%	(0.8)%
Net income per diluted share from continuing operations	$0.34	$0.35	(2.9)%


*			Global Industrial Company manages its business and reports using a 52-53 week fiscal year that ends at midnight on the Saturday closest to December 31. For clarity of presentation, fiscal years and quarters are described as if they ended on the last day of the respective calendar month. The actual fiscal first quarters ended March 30, 2024 and April 1, 2023, respectively.


	March 31, 2024		December 31, 2023		$ Change
Cash and cash equivalents	$	29.9	$	34.4	$	(4.5)
Accounts receivable, net	$	133.9	$	130.7	$	3.2
Inventories	$	162.8	$	150.8	$	12.0
Prepaid expenses and other current assets	$	11.1	$	13.9	$	(2.8)
Accounts payable	$	112.2	$	111.0	$	1.2

Accrued expenses and other current liabilities	$	50.6	$	49.1	$	1.5

Operating lease liabilities	$	14.1	$	14.1	$	0.0
Working capital	$	160.8	$	155.6	$	5.2


31.1			Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2			Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1			Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2			Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

101.SCH			XBRL Taxonomy Extension Schema Document

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			XBRL Taxonomy Extension Label Linkbase Document

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	GLOBAL INDUSTRIAL COMPANY

Date: April 30, 2024	By:	/s/ Barry Litwin
		Barry Litwin
		President and Chief Executive Officer


	GLOBAL INDUSTRIAL COMPANY

Date: April 30, 2024	By:	/s/ Thomas Clark
		Thomas Clark
		Senior Vice President and Chief Financial Officer

SEC Form 10-Q filed by Global Industrial Company