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, 2025
or
| 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(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 | ||||||
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 ☐ | ||||||||
| 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 25, 2025 was 38,361,103 .
TABLE OF CONTENTS
| Available Information | ||||||||
| Part I | Financial Information | |||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Part II | Other Information | |||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
Item 5. | ||||||||
| Item 6. | ||||||||
3
Available Information
We maintain an internet website at https://investors.globalindustrial.com. We file reports with the Securities and Exchange Commission (“SEC”) and make available free of charge on or through this website our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, including all amendments to those reports. These are available as soon as is reasonably practicable after they are filed with the SEC. All reports mentioned above are also available on the SEC’s website (www.sec.gov). Unless otherwise specified, the information on our website is not part of this or any other report we file with, or furnish to, the SEC.
Our Board of Directors has adopted the following corporate governance documents with respect to the Company (the “Corporate Governance Documents”), among others:
•Corporate Ethics Policy for officers, directors and employees
•Charter for the Audit Committee of the Board of Directors
•Charter for the Compensation Committee of the Board of Directors
•Charter for the Nominating/Corporate Governance Committee of the Board of Directors
•Corporate Governance Guidelines and Principles
•Conflict Minerals Disclosure
In accordance with the corporate governance rules of the New York Stock Exchange, each of the Corporate Governance Documents is available on our Company website, https://investors.globalindustrial.com.
4
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Global Industrial Company
Condensed Consolidated Balance Sheets
(In millions)
| March 31, 2025 | December 31, 2024 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS: | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Deferred income taxes | |||||||||||
| Goodwill and intangible assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY: | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Shareholders’ equity: | |||||||||||
| Preferred stock | |||||||||||
| Common stock | |||||||||||
| Additional paid-in capital | |||||||||||
| Treasury stock | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Total shareholders’ equity | |||||||||||
| Total liabilities and shareholders’ equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
5
Global Industrial Company
Condensed Consolidated Statements of Operations (Unaudited)
(In millions, except per share amounts)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net sales | $ | $ | |||||||||
| Cost of sales | |||||||||||
| Gross profit | |||||||||||
| Selling, distribution & administrative expenses | |||||||||||
| Operating income from continuing operations | |||||||||||
| Interest and other expense, net | |||||||||||
| Income from continuing operations before income taxes | |||||||||||
| Provision for income taxes | |||||||||||
| Net income from continuing operations | |||||||||||
Net income from discontinued operations, net of tax | |||||||||||
| Net income | $ | $ | |||||||||
| Net income per common share from continuing operations: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Net income per common share from discontinued operations: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Net income per common share: | |||||||||||
| Basic | $ | $ | |||||||||
| Diluted | $ | $ | |||||||||
| Weighted average common and common equivalent shares: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
| Dividends declared | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
6
Global Industrial Company
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In millions)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income: | |||||||||||
Foreign currency translation adjustments | ( | ||||||||||
| Total comprehensive income | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
7
Global Industrial Company
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In millions)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income from continuing operations | $ | $ | |||||||||
| Adjustments to reconcile net income from continuing operations to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Provision for credit losses | |||||||||||
| Stock-based compensation | |||||||||||
| Provision for deferred taxes | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Income taxes payable | |||||||||||
| Accounts payable | |||||||||||
| Accrued expenses, other current liabilities and other liabilities | |||||||||||
| Net cash provided by operating activities from continuing operations | |||||||||||
Net cash provided by operating activities from discontinued operations | |||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Dividends paid | ( | ( | |||||||||
| Proceeds from issuance of common stock | |||||||||||
| Payment of payroll taxes on stock-based compensation through shares withheld | ( | ( | |||||||||
| Proceeds from the issuance of common stock from employee stock purchase plan | |||||||||||
Net cash used in financing activities | ( | ( | |||||||||
| Effects of exchange rates on cash | |||||||||||
| Net decrease in cash | ( | ( | |||||||||
| Cash and cash equivalents – beginning of period | |||||||||||
| Cash and cash equivalents – end of period | $ | $ | |||||||||
| Supplemental disclosures of non-cash investing and financing activities: | |||||||||||
| Right-of-use assets obtained in exchange for lease obligations: | |||||||||||
| Operating leases | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements.
8
Global Industrial Company
Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)
(In millions, except share data in thousands)
| Common Stock | |||||||||||||||||||||||||||||||||||||||||
| Number of Shares Outstanding | Amount | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income | Total Equity | |||||||||||||||||||||||||||||||||||
| Balances, January 1, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock | ( | ||||||||||||||||||||||||||||||||||||||||
| Stock withheld for employee taxes | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Proceeds from issuance of common stock | |||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under employee stock purchase plan | |||||||||||||||||||||||||||||||||||||||||
| Dividends | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Change in cumulative translation adjustment | |||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Balances, March 31, 2025 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| 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 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock | ( | ||||||||||||||||||||||||||||||||||||||||
| Stock withheld for employee taxes | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||
| Proceeds from issuance of common stock | |||||||||||||||||||||||||||||||||||||||||
| Issuance of shares under employee stock purchase plan | |||||||||||||||||||||||||||||||||||||||||
| Dividends | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Change in cumulative translation adjustment | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Balances, March 31, 2024 | $ | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
9
Global Industrial Company
Notes to Condensed Consolidated Financial Statements (Unaudited)
1.Basis of Presentation
Global Industrial Company, through its operating subsidiaries, is a value-added distributor and source for industrial equipment and supplies in North America going to market through a system of branded e-commerce websites and relationship marketers. The Company operates and is internally managed in one reportable business segment. The Company sells a wide array of industrial and MRO products, markets the Company has served since 1949. Because of the large number of products and product categories the Company offers, providing information on the amount of revenue derived from transactions with external customers for each product or groupings of product is impractical.
In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of March 31, 2025 and the results of operations for the three month periods ended March 31, 2025 and 2024, statements of comprehensive income for the three month periods ended March 31, 2025 and 2024, cash flows for the three month periods ended March 31, 2025 and 2024 and changes in shareholders’ equity for the three month periods ended March 31, 2025 and 2024. The December 31, 2024 Condensed Consolidated Balance Sheet has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2024 and for the year then ended included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The results for the three month period ended March 31, 2025 are not necessarily indicative of the results for the entire year.
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 herein, fiscal years and quarters are referred to as if they ended on the traditional calendar month. The actual fiscal first quarters ended on March 29, 2025 and March 30, 2024, respectively. The first quarters of both 2025 and 2024 included 13 weeks.
Recent Accounting Pronouncements
Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”). These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure.
In December 2023, the FASB issued Accounting Standard Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires public business entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. This ASU is effective for annual periods beginning after December 15, 2024. The Company adopted this standard and it did not have a material impact on the Company's financial position or results of operations.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items and a separate disclosure for selling expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, however, early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on the Company's financial position or results of operations.
10
2.Goodwill and Intangibles
The following table provides information related to the goodwill and intangible assets as of March 31, 2025 and December 31, 2024 (in millions):
| March 31, | December 31, | ||||||||||
| 2025 | 2024 | ||||||||||
| Goodwill | $ | $ | |||||||||
| Definite-lived intangibles | |||||||||||
| Indefinite-lived intangibles | |||||||||||
| Balance | $ | $ | |||||||||
The following table summarizes information related to the Company's definite-lived intangible assets as of March 31, 2025 (in millions):
| Amortization Period (Years) | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted Average Useful Life | |||||||||||||
| Client lists | $ | $ | $ | ||||||||||||||
| Trademarks | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
The following table summarizes information related to the Company's definite-lived intangible assets as of December 31, 2024 (in millions):
| Amortization Period (Years) | Gross Carrying Amount | Accumulated Amortization | Net Book Value | Weighted Average Useful Life | |||||||||||||
| Client lists | $ | $ | $ | ||||||||||||||
| Trademarks | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
In the first quarter of 2025, the Company recorded $0.8 million of intangible amortization expense, primarily related to the May 2023 acquisition of Indoff. The estimated amortization for future years ending December 31 is as follows (in millions):
| 2025 remainder | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | $ | ||||
| Total | $ | ||||
11
3.Revenue
Disaggregation of Revenues
The Company believes its presentation of revenue by geography most reasonably depicts how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic and industry factors, including fluctuations in exchange rates between the U.S. and Canada. The following table presents the Company's revenue from continuing operations by geography for the three months ended March 31, 2025 and 2024, respectively (in millions):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net sales: | |||||||||||
| United States | $ | $ | |||||||||
| Canada | |||||||||||
| Consolidated | $ | $ | |||||||||
12
4.Credit Losses
The Company’s trade accounts receivable is one portfolio comprised of commercial businesses as well as public sector organizations operating in the U.S. and, to a lesser extent, Canada. The Company develops its allowances for credit losses, which represent an estimate of expected losses over the remaining contractual life of its receivables, considering customer financial condition, historical loss experience with its customers, current market economic conditions and forecasts of future economic conditions when appropriate. When the Company becomes aware of a customer's inability to meet its financial obligation, a specific reserve is recorded to reduce the receivable to the expected amount to be collected. For the balance of its trade receivables, the Company uses a loss rate method to estimate its credit loss reserve. Historical loss experience rates are calculated using receivable write-offs over a trailing twelve-month period and comparing that to the average receivable balances over the same period. That rate is applied to the current accounts receivable portfolio, excluding accounts that have been specifically reserved. Any write-offs incurred are recorded against the established reserves.
The Company grants credit to commercial business customers using an electronic application process that evaluates the customer's detailed credit report, reference responses, availability under credit facilities, existing liens, tenure of management and business history, among other factors. Credit terms are typically net 30 days payment required with larger businesses eligible for up to net 90 day terms, if qualified.
The following is a rollforward of the allowances for credit losses related to trade accounts receivable for the quarter ended March 31, 2025 (in millions):
| March 31, 2025 | ||||||||
| Balance at beginning of period | $ | |||||||
| Current period provision | ||||||||
| Write-offs - trade accounts receivable | ( | |||||||
Balance at end of period | $ | |||||||
The following is a rollforward of the allowances for credit losses related to trade accounts receivable for the year ended December 31, 2024 (in millions):
| December 31, 2024 | ||||||||
| Balance at beginning of period | $ | |||||||
| Current period provision | ||||||||
| Write-offs - trade accounts receivable | ( | |||||||
Balance at end of period | $ | |||||||
13
5.Leases
The Company has operating and finance leases for office and warehouse facilities, headquarters, call centers, machinery and certain computer and communications equipment which provide the right to use the underlying assets in exchange for agreed upon lease payments, determined by the payment schedule contained in each lease. The Company’s lease portfolio consists primarily of operating leases which expire at various dates through 2034. In the first quarter of 2025, the Company recorded an operating right-of-use ("ROU") asset and related lease liability of $0.6 million related to a nine years, eight months term amendment of an existing administrative office location consisting of approximately 5,800 square feet.
The Company's operating lease costs, included in continuing operations, was $4.3 0.5 million and $0.6 million was recorded for the three months ended March 31, 2025 and 2024, respectively.
Information relating to operating and finance leases for continuing and discontinued operations as of March 31, 2025 and December 31, 2024:
| Three Months Ended March 31, | Year Ended December 31, | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Weighted Average Remaining Lease Term | |||||||||||||||||
Operating and finance leases | |||||||||||||||||
| Weighted Average Discount Rate | |||||||||||||||||
Operating and finance leases | % | % | |||||||||||||||
ROU assets obtained in exchange for operating and finance lease obligations (in millions) | $ | $ | |||||||||||||||
Maturities of lease liabilities were as follows (in millions):
| Year Ending December 31 | Operating Leases | ||||
| 2025 (adjusted for three months of payments) | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total lease payments | |||||
| Less: interest | ( | ||||
| Total present value of lease liabilities | $ | ||||
14
6.Net Income (Loss) per Common Share
Net income (loss) per common share - basic was calculated based upon the weighted average number of common shares outstanding during the respective periods presented using the two-class method of computing earnings per share. The two-class method was used as the Company has outstanding restricted stock with rights to dividend participation for unvested shares. Undistributed net income is allocated between common shares outstanding and participating securities to the extent that each security may share in earnings as if all of the earnings for the period had been distributed. Undistributed net losses are not allocated to our participating securities as these participating securities do not have a contractual obligation to share in losses. Net income (loss) per common share - diluted was calculated based upon the weighted average number of common shares outstanding and included the equivalent shares for dilutive options outstanding during the respective periods, including unvested options. The dilutive effect of outstanding options and restricted stock issued by the Company is reflected in net income per share - diluted using the treasury stock method. Under the treasury stock method, options will only have a dilutive effect when the average market price of common stock during the period exceeds the exercise price of the options.
The following table presents the computation of basic and diluted net income (loss) per share under the two-class method for the three months ended March 31, 2025 and 2024 (in millions, except for per share amounts):
| Three Months Ended March 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Net income from continuing operations | $ | $ | ||||||||||||
| Less: Distributed net income available to participating securities | ( | ( | ||||||||||||
| Less: Undistributed net income available to participating securities | ||||||||||||||
| Numerator for basic and diluted net income per share: | ||||||||||||||
| Undistributed and distributed net income available to common shareholders | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||
| Weighted average shares outstanding for basic net income per share | ||||||||||||||
| Effect of dilutive securities | ||||||||||||||
| Weighted average shares outstanding for diluted net income per share | ||||||||||||||
| Net income per share from continuing operations: | ||||||||||||||
| Basic | $ | $ | ||||||||||||
| Diluted | $ | $ | ||||||||||||
| Net income from discontinued operations | $ | $ | ||||||||||||
| Net income per share from discontinued operations: | ||||||||||||||
| Basic | $ | $ | ||||||||||||
| Diluted | $ | $ | ||||||||||||
| Net income per share: | ||||||||||||||
| Basic | $ | $ | ||||||||||||
| Diluted | $ | $ | ||||||||||||
| Potentially dilutive securities | ||||||||||||||
15
Potentially dilutive securities attributable to outstanding stock options, restricted stock units, and performance share units are excluded from the calculation of diluted earnings per share when the combined exercise price and average unamortized fair value are greater than the average market price of Global Industrial Company's common stock during the period, and their inclusion would be anti-dilutive.
16
7.Credit Facilities
The Company maintains a $125.0 million secured revolving credit facility with one financial institution. This facility has a five-year term, maturing on October 19, 2026 and provides for borrowings in the United States. The credit agreement contains certain operating, financial and other covenants, including limits on annual levels of capital expenditures, availability tests related to payments of dividends and stock repurchases and fixed charge coverage tests related to acquisitions. The revolving credit agreement requires that a minimum level of availability be maintained. If such availability is not maintained, the Company will be required to maintain a fixed charge coverage ratio (as defined). The borrowings under the agreement are subject to borrowing base limitations of up to 85 % of eligible accounts receivable and the inventory advance rate computed as the lesser of 65 % or 85 % of the net orderly liquidation value (“NOLV”). Borrowings are secured by substantially all of the Borrower’s assets, as defined, including all accounts, accounts receivable, inventory and certain other assets, subject to limited exceptions, including the exclusion of certain foreign assets from the collateral. The interest rate under the amended and restated facility is computed at applicable market rates based on the Secured Overnight Financing Rate (“SOFR”), the Federal Reserve Bank of New York (“NYFRB”) or the Prime Rate, plus an applicable margin. The applicable margin varies based on borrowing base availability. As of March 31, 2025, eligible collateral under the credit agreement was $125.0 million, total availability was approximately $122.2 million, total outstanding letters of credit was $1.7 million, and total excess availability was $120.5 million. The Company was in compliance with all of the covenants of the credit agreement as of March 31, 2025.
8.Fair Value Measurements
Fair value accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value standards establish the fair value hierarchy to prioritize the inputs used in valuation techniques. There are three levels to the fair value hierarchy (Level 1 is the highest priority and Level 3 is the lowest priority):
| 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. | ||||
Financial instruments consist primarily of investments in cash, trade accounts receivable and accounts payable. The Company determines the fair value of financial instruments based on interest rates available to the Company. At March 31, 2025 and December 31, 2024, the carrying amounts of cash, accounts receivable and accounts payable are considered to be representative of their respective fair values due to their short-term nature. Cash is classified as Level 1 within the fair value hierarchy.
The fair value with respect to goodwill and indefinite-lived intangible assets are measured in connection with the Company’s annual impairment testing. The Company operates in three reporting units and in the fourth quarter of each year, or more frequently if impairment indicators exist, tests goodwill and indefinite-lived intangibles for impairment. The Company performs a qualitative assessment of current circumstances, such as a reporting unit's operating results, cash flows, future operating forecasts and anticipated future cash flows to determine the existence of impairment indicators and to assess if it is more likely than not that the fair value of the reporting unit or an indefinite lived intangible asset is less than its carrying value. If it is determined that the fair value of the reporting unit or an indefinite-lived intangible asset may be less than its carrying value, the Company will do a quantitative impairment test. In the quantitative test the carrying value of the reporting unit or an indefinite-lived intangible asset is calculated and compared to its fair value. Any excess of the carrying amount over fair value is recorded as an impairment loss.
Long-lived assets are assets used in the Company's operations and include definite-lived intangible assets, operating lease right of use assets, and property and equipment used to generate sales and cash flows. Long-lived assets are evaluated for impairment by reviewing operating results, cash flows, future operating forecasts and anticipated future cash flows. Impairment is assessed by evaluating the estimated undiscounted cash flows over the primary asset’s remaining life. If the undiscounted cash flows of an asset group is less than the carrying value of the asset group, the asset group is impaired and an impairment loss is recorded.
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9.Segment Reporting
The Company reports the results of its continuing operations in one reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) is the Company’s Chief Executive Officer ("CEO"). The CEO, in the role as CODM, evaluates segment performance based on operating income. The CODM reviews assets and makes significant capital expenditure decisions for the Company on a segment level basis. The measure of segment assets is reported on the balance sheet as total assets. Long-lived assets outside of the United States were $3.1
The following table provides a reconciliation of the Company's segment operating income to net income, from continuing operations, for the three months ended March 31, 2025 and 2024 (in millions):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net sales | $ | $ | |||||||||
Significant segment expenses: | |||||||||||
Cost of sales | |||||||||||
Net advertising expenses | |||||||||||
| Depreciation and amortization | |||||||||||
Other costs | |||||||||||
Operating income | |||||||||||
Reconciliation of segment operating income to net income: | |||||||||||
Interest and other expenses | |||||||||||
Income tax | |||||||||||
Net income | $ | $ | |||||||||
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10.Legal Proceedings
The Company and its subsidiaries are from time to time involved in various lawsuits, claims, investigations and proceedings which may include commercial, employment, tax, customs and trade, customer, vendor, personal injury, creditors rights and health and safety law matters, which are handled and defended in the ordinary course of business. In addition, the Company is from time to time subjected to various assertions, claims, proceedings and requests for damages and/or indemnification concerning sales channel practices and intellectual property matters, including patent infringement suits involving technologies that are incorporated in a broad spectrum of products the Company sells or that are incorporated in the Company’s e-commerce sales channels, as well as trademark/copyright infringement claims. The Company is also audited by (or has initiated voluntary disclosure agreements with) various U.S. Federal and state authorities, as well as Canadian authorities, concerning potential income tax and/or sales tax. These matters are in various stages of investigation, negotiation and/or litigation. The Company intends to vigorously defend these matters and believes it has strong defenses.
Although the Company does not expect, based on currently available information, that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial position or results of operations, the ultimate outcome is inherently unpredictable. Therefore, judgments could be rendered or settlements entered, that could adversely affect the Company’s operating results or cash flows in a particular period. The Company regularly assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable and estimable. In this regard, the Company establishes accrual estimates for its various lawsuits, claims, investigations and proceedings when it is probable that an asset has been impaired or a liability incurred at the date of the financial statements and the loss can be reasonably estimated. At March 31, 2025 the Company has established accruals for certain of its various lawsuits, claims, investigations and proceedings based upon estimates of the most likely outcome in a range of loss or the minimum amounts in a range of loss if no amount within a range is a more likely estimate. The Company does not believe that at March 31, 2025 any reasonably possible losses in excess of the amounts accrued would be material to the financial statements.
11.Subsequent Event
In April 2025, the Company completed the acquisition of an MRO service provider for approximately $4.3 million in cash. The acquisition broadens the Company’s value-added offerings in the MRO market.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements and Risk Factors.
This report contains forward-looking statements within the meaning of that term in the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Additional written or oral forward-looking statements may be made by the Company from time to time in filings with the Securities and Exchange Commission or otherwise. Any such statements that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management’s estimates, assumptions and projections and are not guarantees of future performance. Forward-looking statements may include, but are not limited to statements regarding: i) projections or estimates of revenue, income or loss, exit costs, cash flow needs and capital expenditures; ii) fluctuations in general economic conditions, including the effects of rising inflation and the volatility of inflation metrics; iii) future operations, such as risks regarding strategic business initiatives, plans relating to new distribution facilities, plans for utilizing alternative sources of supply in response to government tariff and trade actions and/or due to supply chain disruptions arising from pandemics, war, geopolitical conflicts and plans for new products or services; iv) plans for acquisition or sale of businesses, including expansion or restructuring plans; v) financing needs, and compliance with financial covenants in loan agreements; vi) assessments of materiality; vii) predictions of future events and the effects of pending and possible litigation; and viii) assumptions relating to the foregoing. In addition, when used in this report, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” and “plans” and variations thereof and similar expressions are intended to identify forward-looking statements.
Forward-looking statements in this report are based on the Company’s beliefs and expectations as of the date of this report and are subject to risks and uncertainties which may have a significant impact on the Company’s business, operating results or financial condition. Investors are cautioned that these forward-looking statements are inherently uncertain and undue reliance should not be placed on them. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unexpected events.
Other factors that may affect our future results of operations and financial condition include, but are not limited to, unanticipated developments in any one or more of the following areas, as well as other factors which may be detailed from time to time in our Securities and Exchange Commission filings:
•general economic conditions, such as customer inventory levels, consumer prices and inflation, interest rates, borrowing ability and economic conditions in the manufacturing and/or distribution industries generally, as well as government spending levels will continue to impact our business;
•global, political, economic and market conditions, including the impact of natural disasters, military actions, wars, international shipping disruptions, cyber-attacks, terrorism and global pandemics or other health crises;
•delays in the timely availability of products from our suppliers has in the past and could in the future delay receipt of needed product, resulting in delayed or lost sales;
•global supply chains and the timely availability of products, particularly products, or product components used in domestic manufacturing, imported from China and other Asian nations as well as from other countries, have been, and in the future could continue to be adversely affected by allocation restrictions of difficult to source products by our vendors;
•the imposition of tariffs and other trade barriers, as well as retaliatory trade measures, have caused us to raise the prices on certain of our products and seek alternate sources of supply, which could negatively impact our sales or disrupt our operations if we are not able to mitigate these measures;
•our use of alternate sources of supply, such as utilizing new vendors in additional countries, entails various risks, such as identifying, vetting and managing new business relationships, reliance on new vendors and maintaining quality control over their products, and protecting our intellectual property rights;
•increases in freight and shipping costs, including fuel costs, could affect our margins to the extent the increases cannot be passed along to customers, as has occurred in the past;
•extreme weather conditions have delayed or disrupted global product supply chains and have affected our ability to timely receive and ship products, which have and could adversely impact sales;
•other critical factors affecting the shipping and distribution of products imported to the United States by us or our domestic vendors, such as a global shortage in availability of shipping containers, shipping port congestion, and pandemic related labor shortages, have in the past and could in the future adversely affect the timely availability of products, resulting in delayed or lost sales, as well as adversely affecting our margins;
•our reliance on common carrier delivery services for shipping merchandise to customers;
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•our reliance on drop ship deliveries directly to customers by our product vendors for products we do not hold in inventory;
•our ability to maintain available capacity in our distribution operations for stocked inventory and to enable on time shipment and deliveries, such as by timely implementing additional temporary or permanent distribution resources, whether in the form of additional facilities we operate or by outsourcing certain functions to third-party distribution and logistics partners;
•we compete with other companies for recruiting, training, integrating and retaining talented and experienced employees, particularly in markets where we and they have central distribution facilities; and this aspect of competition is aggravated by the current tight labor market in the U.S. for such jobs;
•our ability to realize the expected benefits from acquisitions, including the Indoff acquisition, and other strategic transactions that we believe will either expand or complement our business in new or existing markets or further enhance the value and offerings we are able to provide to our existing or future potential customers;
•the maintenance, repair and operation ("MRO") and industrial equipment industry are consolidating as customers are increasingly aware of the total costs of fulfillment and the need to have consistent sources of supply at multiple locations. This consolidation has and will continue to cause the industry to become more competitive as greater economies of scale are achieved by competitors, or as competitors with new lower cost business models are able to operate with lower prices;
•risks involved with e-commerce, including possible loss of business and customer dissatisfaction if outages or other computer-related problems should preclude customer access to our products and services;
•our information systems and other technology platforms supporting our sales, procurement and other operations are critical to our operations and disruptions or delays have occurred and could occur in the future, and if not timely addressed could have a material adverse effect on us;
•a data security breach due to our e-commerce, data storage or other information systems being hacked by those seeking to steal Company, vendor, employee or customer information, or due to employee error, resulting in disruption to our operations, litigation and/or loss of reputation or business;
•our ability to remediate material weaknesses in our internal controls over financial reporting and the identification of additional material weaknesses in the future or other failure to maintain an effective system of internal controls;
•managing various inventory risks, such as being unable to profitably resell excess or obsolete inventory and/or the loss of product return rights from our vendors;
•meeting credit card industry compliance standards in order to maintain our ability to accept credit cards;
•rising interest rates, increased borrowing costs or limited credit availability, could impact both our and our customers’ ability to fund purchases and conduct operations in the ordinary course;
•quarantines, factory slowdowns or shutdowns, border closings and travel restrictions resulting from pandemics have in the past and could in the future adversely affect the timely availability of products, resulting in delayed or lost sales;
•pending or threatened litigation and investigations, and other government actions, such as anti-dumping, unclaimed property, or trade and customs actions by U.S. or foreign governmental authorities, have occurred in the past and although had no material impact to our business, there can be no assurance that such events would not have such impact on our business and results of operation.
Should one or more of the risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein. Statements in this report, particularly in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Condensed Consolidated Financial Statements, as well as information under the heading “Risk Factors” in our Annual Report on Form 10-K for fiscal year 2024, describe certain factors, among others, that could contribute to or cause such differences.
Overview
Global Industrial Company, through its subsidiaries, is a value-added distributor and source for industrial equipment and supplies in North America going to market through a system of branded e-commerce websites and relationship marketers.
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Continuing Operations
The Company specializes in providing maintenance, repair and operations (“MRO”) solutions to businesses ranging from small to enterprise, and to the public sector. The Company is committed to its customer-centric strategy and uses industry expertise, products from its own Global Industrial Exclusive BrandsTM, and nationally known brands to provide customers with a breadth of offerings to meet their needs. These industrial and MRO products are manufactured by other companies. Some products are manufactured for us and sold as a white label product, and some are manufactured to our own design and marketed as private brand products under the trademarks: GlobalTM, GlobalIndustrial.comTM, NexelTM, ParamountTM , InterionTM and AbsocoldTM
See Note 3, Revenue, of Notes to the Condensed Consolidated Financial Statements for financial information about our business' geographic operations.
Operating Conditions
The market for the sale of industrial products in North America is highly fragmented and is characterized by multiple distribution channels. Industrial products distribution is working capital intensive, requiring us to incur significant costs associated with the warehousing of many products, including the costs of maintaining inventory, leasing warehouse space, inventory management systems and employing personnel to perform the associated tasks. We supplement our on-hand product availability by maintaining relationships with major distributors and manufacturers, utilizing a combination of stock and drop-shipment fulfillment.
The primary component of our operating expenses historically has been employee-related costs, which includes items such as wages, commissions, bonuses, employee benefits and equity-based compensation, as well as marketing expenses, primarily comprised of digital marketing spend, and occupancy related charges associated with our leased distribution and call center facilities. We continually assess our operations to ensure that they are efficient, aligned with market conditions and responsive to customer needs.
The discussion of our results of operations and financial condition that follows will provide information that will assist in understanding our financial statements, the factors that we believe may affect our future results and financial condition as well as information about how certain accounting policies and estimates affect the consolidated financial statements. This discussion should be read in conjunction with the condensed consolidated financial statements included herein and in conjunction with the audited financial statements as of December 31, 2024 and the other information provided in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Business Outlook
The Company generated revenue of $321.0 million, a decline of less than 1% from the year ago period. Results were led by our largest strategic accounts. Gross margin increased 60 basis points over the first quarter of 2024 to 34.9%, benefiting from proactive price management and overall freight cost management. Management of our margin profile continues to remain a key area of focus. Future performance will continue to reflect the impact of strategic promotion and freight actions as part of our competitive pricing initiatives, tariff related actions, and ocean freight costs. We anticipate that there may be increased volatility in our margin rates going forward given the timing dynamics of on-hand inventory, market inflation associated with tariff related cost increases and our efforts to continue to diversify our supply chain. In regards to recently enacted tariffs, our focus is on what we control – working closely with manufacturing and vendor partners, ensuring product availability, and providing customers with as much visibility as we can in a fluid environment. Selling, distribution and administrative expenses ("SD&A") primarily reflects the fixed cost nature of the business, including variable compensation expense, increased stock-based compensation expense and planned marketing investment. We expect SD&A expenses to be impacted by costs of integrating Indoff's operations into our overall internal controls over financial reporting and ongoing information technology ("IT") control remediation. We continue to maintain strong cost controls within discretionary spending, and will continue to evaluate additional steps to optimize our cost structure.
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Critical Accounting Policies and Estimates
Our significant accounting policies are described in Note 1, Basis of Presentation, of Notes to the Consolidated Financial Statements included in Item 15 of the Company’s 2024 Annual Report on Form 10-K. Certain accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty, and as a result, actual results could differ materially from those estimates. These judgments are based on historical experience, observation of trends in the industry, information provided by customers, forecasts of future economic conditions and information available from other outside sources, as appropriate. Management has identified revenue recognition, inventory valuation and valuation of intangible assets acquired through a business combination as policies that entail significant judgments or estimates. Management believes that full consideration has been given to all relevant circumstances that we may be subject to, and the consolidated financial statements of the Company accurately reflect management's best estimate of the consolidated results of operations, financial position and cash flows of the Company for the years presented.
There were no material changes in the Company’s significant accounting policies during the first quarter ended March 31, 2025.
Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”). These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure. See Note 1, Basis of Presentation, of Notes to Condensed Consolidated Financial Statements, Recent Accounting Pronouncements.
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Highlights from Q1 2025 compared to Q1 2024
The discussion of our results of operations and financial conditions that follows will provide information that will assist in understanding our financial statements and information about how certain accounting principles and estimates affect the condensed consolidated financial statements included herein.
First Quarter 2025 Financial Summary:
•Consolidated sales decreased 0.7% to $321.0 million compared to $323.4 million last year.
•Consolidated gross margin increased to 34.9% compared to 34.3% last year.
•Consolidated operating income from continuing operations increased 4.6% to $18.2 million compared to $17.4 million last year.
•Net income per diluted share from continuing operations increased 2.9% to $0.35 compared to $0.34 last year.
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Results of Operations
Three Months Ended March 31, 2025 compared to the Three Months Ended March 31, 2024
Key Performance Indicators* (in millions except for percentages and per share amounts):
| Three Months Ended March 31, | |||||||||||||||||
| 2025 | 2024 | % Change | |||||||||||||||
| Net sales of continuing operations: | |||||||||||||||||
| Consolidated net sales | $321.0 | $323.4 | (0.7)% | ||||||||||||||
| Consolidated gross profit | $112.1 | $110.9 | 1.1% | ||||||||||||||
| Consolidated gross margin | 34.9% | 34.3% | 0.6% | ||||||||||||||
| Consolidated SD&A costs | $93.9 | $93.5 | 0.4% | ||||||||||||||
| Consolidated SD&A costs as a % of net sales | 29.3% | 28.9% | 0.4% | ||||||||||||||
| Operating income from continuing operations: | |||||||||||||||||
| Consolidated operating income | $18.2 | $17.4 | 4.6% | ||||||||||||||
| Consolidated operating margin from continuing operations | 5.7% | 5.4% | 0.3% | ||||||||||||||
| Effective income tax rate | 25.4% | 23.8% | 1.6% | ||||||||||||||
| Net income from continuing operations | $13.5 | $13.1 | 3.1% | ||||||||||||||
| Net income margin from continuing operations | 4.2% | 4.1% | 0.1% | ||||||||||||||
| Net income per diluted share from continuing operations | $0.35 | $0.34 | 2.9% | ||||||||||||||
*excludes discontinued operations
| * | 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 29, 2025 and March 30, 2024, respectively. | ||||
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Management’s discussion and analysis that follows includes current operations.
NET SALES
The Company's net sales decreased 0.7% to $321.0 million during the quarter ended March 31, 2025 compared to $323.4 million last year. Net sales reflect the soft start to the year with performance improving as the quarter progressed. The results were led by our largest strategic accounts. U.S. sales declined 0.3% for the quarter compared to the same period in 2024 and Canada sales declined 8.8%, 2.5% in local currency.
There were 64 selling days in the U.S. in each of the first quarters of 2025 and 2024, respectively, and in Canada, there were 63 selling days and 62 selling days in the first quarter of 2025 and 2024, respectively.
GROSS MARGIN
Gross margin is dependent on variables such as product mix including sourcing and category, trade policy inclusive of the imposition of tariffs, competition, pricing strategy, vendor volume rebates, freight pricing decisions including the use of free or other promotional freight plans, freight cost inflation including both domestic outbound freight as well as international inbound ocean freight, inventory valuation and obsolescence and other variables, any or all of which may result in fluctuations in gross margin.
Gross margin was 34.9% in the first quarter of 2025, a 60 basis point improvement, as compared to 34.3% in the same period in 2024. Gross profit benefited from price capture and overall freight management, including both outbound and inbound logistics.
Management of our margin profile remains a key focus for the Company. Performance will continue to reflect the impact of strategic promotion and freight actions as part of our competitive pricing initiatives, tariff related actions and ocean freight costs. The Company anticipates that there may be increased margin variability in future periods given the timing dynamics of on-hand inventory, inflationary pressures associated with tariff related cost increases, our efforts to continue to diversify our supply chain and historical seasonality.
SELLING, DISTRIBUTION AND ADMINISTRATIVE EXPENSES (“SD&A”)
For the three month period ended March 31, 2025, SD&A costs as a percentage of sales increased approximately 40 basis points compared to prior year. Cost increases included total salary and related costs of approximately $2.7 million, inclusive of $0.9 million of separation costs, variable compensation totaling $0.9 million and increased stock-based compensation expense of $0.9 million. These costs were partially offset by savings in net advertising spend of approximately $2.2 million.
OPERATING MARGIN
Operating margin for the three month period ended March 31, 2025 increased 30 basis points compared to the same period in 2024 due to increased gross margin, strong general and discretionary cost control and lower spending on marketing and selling expenses.
Management currently expects SD&A expenses to be elevated compared to the year ago period as planned investment in key sales and marketing growth initiatives are implemented.
INTEREST AND OTHER EXPENSE, NET
Interest and other expense, net from continuing operations was $0.1 million and $0.2 million for the three month periods ended March 31, 2025 and 2024.
INCOME TAXES
For the three month period ended March 31, 2025, the Company reported income taxes in continuing operations of approximately $4.6 million related to its U.S., Canada and India operations including tax expense for certain U.S. states.
For the three month period ended March 31, 2024, the Company reported income taxes in continuing operations of approximately $4.1 million related to its U.S., Canada and India operations including tax expense for certain U.S. states. Tax expense in the first quarter of 2024 reflects a benefit of approximately $0.2 million related to stock option and award activity.
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Financial Condition, Liquidity and Capital Resources
The following tables present selected liquidity data and historical cash flows (in millions):
Selected liquidity data
| March 31, 2025 | December 31, 2024 | $ Change | |||||||||||||||
| Cash and cash equivalents | $ | 39.0 | $ | 44.6 | $ | (5.6) | |||||||||||
| Accounts receivable, net | $ | 142.8 | $ | 126.5 | $ | 16.3 | |||||||||||
| Inventories | $ | 178.6 | $ | 167.1 | $ | 11.5 | |||||||||||
| Prepaid expenses and other current assets | $ | 12.5 | $ | 14.4 | $ | (1.9) | |||||||||||
| Accounts payable | $ | 115.3 | $ | 106.5 | $ | 8.8 | |||||||||||
| Accrued expenses and other current liabilities | $ | 51.2 | $ | 47.8 | $ | 3.4 | |||||||||||
| Operating lease liabilities | $ | 13.9 | $ | 14.1 | $ | (0.2) | |||||||||||
| Working capital | $ | 192.5 | $ | 184.2 | $ | 8.3 | |||||||||||
Historical Cash Flows
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net cash provided by operating activities from continuing operations | $ | 3.3 | $ | 6.3 | |||||||
| Net cash provided by operating activities from discontinued operations | $ | 0.1 | $ | 0.1 | |||||||
| Net cash used in investing activities from continuing operations | $ | (0.2) | $ | (1.3) | |||||||
Net cash used in financing activities from continuing operations | $ | (8.8) | $ | (9.6) | |||||||
| Effects of exchange rates on cash | $ | 0.0 | $ | 0.0 | |||||||
| Net decrease in cash and cash equivalents | $ | (5.6) | $ | (4.5) | |||||||
Our primary liquidity needs are to support working capital requirements in our business, funding recently declared and any future dividends, funding capital expenditures and inventory purchases, continuing investment in upgrading and expanding our technological capabilities specifically related to additional functionality and enhanced navigation of our new web platform, continuing investment in sales, marketing, merchandising, customer service and upgrading our distribution footprint and funding acquisitions. We rely upon operating cash flow and our credit facility to meet these needs. We currently believe that current cash on hand, cash flow from operations and our availability under our credit facility will be sufficient to fund our working capital and other cash requirements for at least the next twelve months. We believe our current capital structure and cash resources are adequate for our internal growth initiatives. To the extent our growth initiatives expand, including major acquisitions, we would seek to raise additional capital. We believe that, if needed, we can access public or private funding alternatives to raise additional capital.
Our working capital increased $8.3 million primarily related to inventory balances as we purchased summer seasonal products earlier in the year and increased accounts receivable balances. These increases were offset by increased accounts payable balances, accrued expenses and other current liabilities balances and reduced cash and cash equivalents, prepaid expenses and other current assets balances. Accounts receivable days outstanding were 38.4 in 2025 compared to 37.4 in 2024, inventory turns were 5.0 in 2025 compared to 5.5 in 2024 and accounts payable days outstanding were 48.9 in 2025 compared to 48.8 in 2024. We expect that future accounts receivable, inventory and accounts payable balances will fluctuate with net sales and the product mix of our net sales.
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Operating Activities
Net cash provided by operating activities from continuing operations was $3.3 million in 2025 compared to $6.3 million provided in 2024, attributable to changes in our working capital accounts which used $14.6 million in cash compared to $10.7 million used in 2024, primarily the result of the changes in accounts receivable, accounts payable, inventory and accrued expenses, other current liabilities and other liabilities balances. Cash generated from net income adjusted by other non-cash items, provided $17.9 million in 2025 compared to $17.0 million provided by these items in 2024 primarily due to increased stock-based compensation expense generated in the three months ended March 31, 2025 compared to 2024. Net cash provided by operating activities from discontinued operations was $0.1 million for the three months ended March 31, 2025 and 2024.
Investing Activities
Net cash used in investing activities in 2025 totaled $0.2 million used for warehouse machinery and equipment for distribution facilities, computer equipment upgrades and molds. Net cash used in investing activities totaled $1.3 million in 2024 was used for warehouse machinery and equipment for distribution facilities, leasehold improvements, and computer equipment upgrades.
Financing Activities
Net cash used in financing activities totaled $8.8 million in 2025 primarily related to the regular quarterly dividends of $0.26 per common share which totaled approximately $10.1 million. Offsetting these payments were proceeds of $1.2 million from the issuance of common stock from stock option exercises, offset by payments for payroll taxes through shares withheld, which totaled $0.7 million and proceeds of $0.8 million from the issuance of common stock from our employee stock purchase plan. In 2024, net cash used in financing activities totaled $9.6 million primarily related to the regular quarterly dividends of $0.25 per common share which totaled approximately $9.6 million. Offsetting these payments were proceeds of $0.8 million from the issuance of common stock from our employee stock purchase plan and proceeds of $0.7 million from the issuance of common stock from stock option exercises, offset by payments for payroll taxes through shares withheld which totaled $1.5 million.
The Company maintains a $125.0 million secured revolving credit facility with one financial institution, which has a five year term, maturing on October 19, 2026 and provides for borrowings in the United States. The credit agreement contains certain operating, financial and other covenants, including limits on annual levels of capital expenditures, availability tests related to payments of dividends and stock repurchases and fixed charge coverage tests related to acquisitions. The revolving credit agreement requires that a minimum level of availability be maintained. If such availability is not maintained, the Company will be required to maintain a fixed charge coverage ratio (as defined). The borrowings under the agreement are subject to borrowing base limitations of up to 85% of eligible accounts receivable and the inventory advance rate computed as the lesser of 65% or 85% of the net orderly liquidation value (“NOLV”). Borrowings are secured by substantially all of the Borrower’s assets, as defined, including all accounts, accounts receivable, inventory and certain other assets, subject to limited exceptions, including the exclusion of certain foreign assets from the collateral. The interest rate under the amended and restated facility is computed at applicable market rates based on the Secured Overnight Financing Rate (“SOFR”), the Federal Reserve Bank of New York (“NYFRB”) or the Prime Rate, plus an applicable margin. The applicable margin varies based on borrowing base availability. As of March 31, 2025, eligible collateral under the credit agreement was $125.0 million, total availability was approximately $122.2 million, total outstanding letters of credit was $1.7 million, and total excess availability was $120.5 million. The Company was in compliance with all of the covenants of the credit agreement as of March 31, 2025.
Levels of earnings and cash flows are dependent on factors such as consolidated gross margin and selling, distribution and administrative costs, product mix and relative levels of domestic and foreign sales. Unusual gains or expense items, such as special (gains) charges and settlements, may impact earnings and are separately disclosed. We expect that past performance may not be indicative of future performance due to the competitive nature of our business where the need to adjust prices to gain or hold market share is prevalent.
Macroeconomic conditions, such as business and consumer sentiment, may affect our revenues, cash flows or financial condition. However, we do not believe that there is a direct correlation between any specific macroeconomic indicator and our revenues, cash flows or financial condition. We are not currently interest rate sensitive, as we have no outstanding debt.
The expenses and capital expenditures described above will require significant levels of liquidity, which we believe can be adequately funded from our currently available cash resources, cash flow from operations and borrowing under our current credit facility. In 2025 we anticipate capital expenditures in the range of $2.0 to $3.0 million, though at this time we are not contractually committed to incur these expenditures.
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In the past we have engaged in opportunistic acquisitions, choosing to pay the purchase price in cash, and may do so in the future as favorable situations arise. However, a deep and prolonged period of reduced business spending could adversely impact our cash resources and force us to either forego future acquisition opportunities or to pay the purchase price using stock, debt or a combination of consideration which could have an adverse effect on our earnings. We believe that our cash balances and future cash flows from operations and availability under our credit facility will be sufficient to fund our working capital and other cash requirements for at least the next twelve months.
We maintain our cash and cash equivalents in money market funds or their equivalents that have maturities of less than three months and in non-interest bearing accounts that partially offset banking fees. As of March 31, 2025, we had no investments with maturities of greater than three months. Accordingly, we do not believe that our cash balances have significant exposure to interest rate risk. At March 31, 2025 cash balances held in foreign subsidiaries totaled approximately $3.1 million. These balances are held in local country banks and are held primarily to support local working capital needs. The Company had over $156 million of liquidity (cash and undrawn line of credit) in the U.S. as of March 31, 2025.
Material Cash Requirements
We are obligated under non-cancelable operating and finance leases for the rental of our facilities and certain of our equipment which expires at various dates through 2034. As of March 31, 2025 we were obligated for approximately $80.2 million under these non-cancelable leases. In 2025 we anticipate remaining cash expenditures of approximately $13.7 million for these operating leases. We have sublease agreements for unused space, as well as excess space in facilities we are currently occupying in the United States and Canada. In the event the sub lessee is unable to fulfill its obligations, we would be responsible for remaining rents due under the leases.
Our purchase and other obligations consist primarily of purchase commitments for certain employment, consulting and service agreements. In addition to the previously mentioned commitments, at March 31, 2025, we had $1.7 million of standby letters of credit outstanding.
We are party to certain litigation, the outcome of which we believe, based on discussions with legal counsel, will not have a material adverse effect on our condensed consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks, which include changes in U.S. and international interest rates as well as changes in currency exchange rates (principally Canadian dollars) as measured against the U.S. dollar and each other.
The translation of the financial statements of our operations outside of the United States is impacted by movements in foreign currency exchange rates. Changes in currency exchange rates as measured against the U.S. dollar may positively or negatively affect income statement, balance sheet and cash flows as expressed in U.S. dollars. We have limited involvement with derivative financial instruments and do not use them for trading purposes. We may enter into foreign currency options or forward exchange contracts aimed at limiting in part the impact of certain currency fluctuations, but as of March 31, 2025 we had no outstanding option or forward exchange contracts.
Our exposure to market risk for changes in interest rates relates primarily to our variable rate debt. Our variable rate debt consists of short-term borrowings under our credit facilities. As of March 31, 2025, we had no outstanding debt under our variable rate credit facility. A hypothetical change in average interest rates of one percentage point is not expected to have a material effect on our financial position, results of operations or cash flows.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, 2025. Based on the evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2025. This conclusion is due to material weaknesses identified in the design and operation of certain key Information Technology General Controls ("ITGCs"). These weaknesses are described below and represent a continuation of the initial material weaknesses identified in Management’s evaluation of the control environment of the core Global Industrial business as of December 31, 2023. Additionally, Management’s evaluation and assessment of the control environment within Indoff LLC, identified in the second quarter of 2024, contributed to this conclusion.
However, giving full consideration to the material weaknesses, the control deficiencies did not result in any identified misstatements, and the Company's management believes the consolidated financial statements included in this Quarterly Report on Form 10-Q and in its 2024 Annual Report on Form 10-K present fairly, in all material respects the financial condition, results of operations, and cash flows of the Company as of, and for, the periods presented in this report.
Inherent Limitations of Internal Controls over Financial Reporting
The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.
Management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its internal control over financial reporting based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that these controls were not effective as of March 31, 2025, due to material weaknesses in the design and operation of certain key Information Technology General Controls (“ITGCs”) within both Global Industrial and Indoff businesses. Consequently, automated and IT dependent manual business process controls that rely upon information from the IT systems were also deemed ineffective.
Notwithstanding this material weakness noted above, management has concluded that our consolidated financial statements and related notes thereto included in this Form 10-Q fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report. Additional detail on the nature of the material weaknesses, and managements conclusions can be found below.
Inadequate Information Technology General Controls and Business Process Controls
Previously Reported Material Weaknesses
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As reported in Part II, Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and 2023, we identified material weaknesses in the design and operation of IT general controls ("ITGCs") related to our key accounting, reporting, and proprietary information technology ("IT") systems, including related IT tools supporting the Company’s financial reporting processes and controls performed by the Company in support of the SOC1’s for those applications, supported by third-party service organizations. These conclusions also resulted in the corresponding automated and IT dependent manual business process controls that rely on these systems to be ineffective.
Remediation of the Material Weaknesses in Internal Control Over Financial Reporting
During 2024, the Company made substantial progress in its efforts to remediate the design and operating effectiveness of its control environment, however, this effort remains ongoing in 2025. The Company continues to implement changes to the design, implementation, and monitoring of ITGCs in the areas of IT operations, user access, and change management for applications supporting all of the Company’s financial statement preparation and reporting processes, including those of Indoff, to ensure that internal controls are designed and operating effectively. Our ongoing remediation plans have included:
•Engaging an expert accounting advisory firm to evaluate the design of our controls as well as to assist with the documentation, remediation, and testing of the ITGCs over financial reporting based on the criteria established in Internal Control – Integrated Framework (2013) issued by the Treadway Commission
•Training of relevant personnel on the design and operation of our ITGCs over financial reporting
•Implementation of technology solutions to organize and streamline the administration supporting the Control Framework as well as technology to enhance user and logical access controls
•Adoption of the principles of limited access rights and access for all system users as well as the rationalization of access privileges for all system users and critical transactions, based on job responsibilities considering segregation of duties
Management has made significant progress in enhancing the Company’s IT general controls to remediate the IT general control material weakness. In fiscal year 2024, with the oversight of the Audit Committee of our Board of Directors, we commenced remediation efforts to address the material weaknesses and enhance our control environment, including our IT general controls over financial reporting. As part of our continued enhancement, we hired additional key IT compliance personnel and a third-party accounting advisory firm with appropriate internal control expertise, experience, and training commensurate with our technical requirements.
As we progress through these remediation efforts, management is actively involved in ongoing assessments and reviews, with oversight from the audit committee of our Board of Directors. Whenever additional enhancements are needed to further improve the control environment and address material weaknesses, we perform assessments to determine their overall impact.
We believe that these actions, collectively, will remediate the material weaknesses identified. However, we will not be able to conclude that we have completely remediated the material weaknesses until the applicable controls are fully implemented and operated for a sufficient period of time and management has concluded, through formal testing, that the remediated controls are operating effectively. We will continue to monitor the design and effectiveness of these and other processes, procedures, and controls and will make any further changes management deems appropriate.
Changes in Internal Control Over Financial Reporting
Other than the ongoing remediation plans described above, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ending March 31, 2025 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For a description of the Company's legal proceedings, see Note 10, Legal Proceedings, of Notes to Condensed Consolidated Financial Statements.
Item 1A. Risk Factors
For information regarding Risk Factors related to the economy, our industries, our Company and our business, see Item 1A. "Risk Factors" of the Company's 2024 Annual Report on Form 10-K.
There were no material changes to the Company’s risk factors during the first quarter ended March 31, 2025.
Item 5. Other Information
During the three months ended March 31, 2025, none
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Item 6. Exhibits
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |||||
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). | |||||
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). | |||||
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). | |||||
| 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) | ||||
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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.
| GLOBAL INDUSTRIAL COMPANY | ||||||||
| Date: April 30, 2025 | By: | /s/ Anesa Chaibi | ||||||
| Anesa Chaibi | ||||||||
President and Chief Executive Officer | ||||||||
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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.
| GLOBAL INDUSTRIAL COMPANY | ||||||||
Date: April 30, 2025 | By: | /s/ Thomas Clark | ||||||
| Thomas Clark | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
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