gic-20220331

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, 2022


☐			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 29, 2022 was 37,916,603.

TABLE OF CONTENTS


Available Information

Part I	Financial Information
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28

Part II	Other Information
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 6.	Exhibits	30
	Signatures	31


	March 31, 2022		December 31, 2021
	(Unaudited)
ASSETS:
Current assets:
Cash and cash equivalents	$	14.6	$	15.4
Accounts receivable, net	118.9		106.8
Inventories	204.4		172.8
Prepaid expenses and other current assets	7.1		6.4

Total current assets	345.0		301.4

Property, plant and equipment, net	16.7		16.5
Operating lease right-of-use assets	66.3		68.8
Deferred income taxes	10.3		10.3
Goodwill, intangibles and other assets	8.1		8.0


Total assets	$	446.4	$	405.0

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	123.0	$	114.4

Accrued expenses and other current liabilities	48.6		50.5
Short-term debt	25.0		4.5
Operating lease liabilities	10.5		10.5
Total current liabilities	207.1		179.9

Operating lease liabilities	65.8		68.5
Other liabilities	2.7		3.0
Total liabilities	275.6		251.4

Commitments and contingencies

Shareholders’ equity:
Preferred stock	0.0		0.0
Common stock	0.4		0.4
Additional paid-in capital	197.1		195.8
Treasury stock	(19.8)		(20.4)
Retained deficit	(10.3)		(25.5)
Accumulated other comprehensive income	3.4		3.3
Total shareholders’ equity	170.8		153.6
Total liabilities and shareholders’ equity	$	446.4	$	405.0


	Three Months Ended March 31,
	2022		2021
Net sales	$	288.6	$	251.1
Cost of sales	180.8		173.8
Gross profit	107.8		77.3
Selling, distribution & administrative expenses	78.3		70.7

Operating income from continuing operations	29.5		6.6
Interest and other expense, net	0.4		0.1

Income from continuing operations before income taxes	29.1		6.5
Provision for income taxes	7.3		1.0
Net income from continuing operations	21.8		5.5
Net income from discontinued operations	0.2		9.7
Net income	$	22.0	$	15.2

Net income per common share from continuing operations:
Basic	$	0.57	$	0.15
Diluted	$	0.57	$	0.14
Net income per common share from discontinued operations:
Basic	$	0.01	$	0.26
Diluted	$	0.01	$	0.25
Net income per common share:
Basic	$	0.58	$	0.41
Diluted	$	0.58	$	0.39

Weighted average common and common equivalent shares:
Basic	37.9		37.7
Diluted	38.1		37.9

Dividends declared	$	0.18	$	0.16


Supplemental disclosures:
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	14.6	$	36.9
Restricted cash (1)	0.0		1.6
Cash, cash equivalents and restricted cash	$	14.6	$	38.5

(1)The Company had restricted cash collateralizing letters of credit outstanding of $0 and $1.6 million, at March 31, 2022 and 2021, respectively, which are recorded in Goodwill, intangibles and other assets in the accompanying Condensed Consolidated Balance Sheets.










Supplemental disclosures of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	0.0	$	0.7


	Common Stock
	Number of Shares Outstanding	Amount		Additional Paid-in Capital		Treasury Stock		Retained (Deficit) Earnings		Accumulated Other Comprehensive Income (Loss)		Total Equity
Balances, January 1, 2022	37,854	$	0.4	$	195.8	$	(20.4)	$	(25.5)	$	3.3	$	153.6
Stock-based compensation expense				1.0								1.0
Issuance of restricted stock	22			(0.4)		0.4						0.0
Stock withheld for employee taxes	(11)					(0.4)						(0.4)
Proceeds from issuance of common stock	29			0.1		0.6						0.7
Issuance of shares under employee stock purchase plan	23			0.6								0.6
Dividends								(6.8)				(6.8)


Change in cumulative translation adjustment										0.1		0.1
Net income								22.0				22.0
Balances, March 31, 2022	37,917	$	0.4	$	197.1	$	(19.8)	$	(10.3)	$	3.4	$	170.8


	March 31, 2022
Balance at beginning of period	$	2.5
Current period provision	0.5
Write-offs - trade accounts receivable	(0.4)

Balance at end of period	$	2.6


	December 31, 2021
Balance at beginning of period	$	1.7
Current period provision	2.8
Write-offs - trade accounts receivable	(2.0)


Balance at end of period	$	2.5


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,
	2022	2021	% Change
Net sales of continuing operations:



Consolidated net sales	$288.6	$251.1	14.9%
Consolidated gross profit	$107.8	$77.3	39.5%
Consolidated gross margin	37.4%	30.8%	6.6%
Consolidated SD&A costs	$78.3	$70.7	10.7%
Consolidated SD&A costs as a % of net sales	27.1%	28.2%	(1.1)%
Operating income from continuing operations:




Consolidated operating income	$29.5	$6.6	347.0%




Consolidated operating margin from continuing operations	10.2%	2.6%	7.6%
Effective income tax rate	25.1%	15.4%	9.7%
Net income from continuing operations	$21.8	$5.5	296.4%
Net income margin from continuing operations	7.6%	2.2%	5.4%
Net income per diluted share from continuing operations	$0.57	$0.14	307.1%
Net income from discontinued operations	$0.2	$9.7	(97.9)%
Net income per diluted share from discontinued operations	$0.01	$0.25	(96.0)%


1			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 quarters ended on April 2, 2022 and April 3, 2021, respectively, and the first quarters of both 2022 and 2021 each included 13 weeks.


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: May 6, 2022	By:	/s/ Barry Litwin
		Barry Litwin
		President and Chief Executive Officer


	GLOBAL INDUSTRIAL COMPANY

Date: May 6, 2022	By:	/s/ Thomas Clark
		Thomas Clark
		Senior Vice President and Chief Financial Officer


	March 31, 2022		December 31, 2021		$ Change
Cash and cash equivalents	$	14.6	$	15.4	$	(0.8)
Accounts receivable, net	$	118.9	$	106.8	$	12.1
Inventories	$	204.4	$	172.8	$	31.6
Prepaid expenses and other current assets	$	7.1	$	6.4	$	0.7
Accounts payable	$	123.0	$	114.4	$	8.6

Accrued expenses and other current liabilities	$	48.6	$	50.5	$	(1.9)
Short-term debt	$	25.0	$	4.5	$	20.5
Operating lease liabilities	$	10.5	$	10.5	$	0.0
Working capital	$	137.9	$	121.5	$	16.4


	Three Ended March 31,
	2022		2021
Net cash (used in) provided by operating activities from continuing operations	$	(14.0)	$	8.9
Net cash (used in) provided by operating activities from discontinued operations	$	(0.1)	$	12.0
Net cash used in investing activities from continuing operations	$	(1.1)	$	(0.9)

Net cash provided by (used in) financing activities from continuing operations	$	14.4	$	(5.5)

Effects of exchange rates on cash	$	0.0	$	0.0
Net (decrease) increase in cash and cash equivalents	$	(0.8)	$	14.5