gic-20240930

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 September 30, 2024


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

For the transition period from to

COMMISSION FILE NUMBER 1-13792

Global Industrial Company

(Exact name of registrant as specified in its charter)


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

11 Harbor Park Drive

Port Washington, New York 11050

(Address of principal executive offices, including zip code)

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

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


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares outstanding of the registrant’s common stock as of October 25, 2024 was 38,230,604.

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	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32

Part II	Other Information
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
	Signatures	36


	September 30, 2024		December 31, 2023
	(Unaudited)
ASSETS:
Current assets:
Cash and cash equivalents	$	38.9	$	34.4
Accounts receivable, net	140.1		130.7
Inventories	165.3		150.8
Prepaid expenses and other current assets	14.6		13.9

Total current assets	358.9		329.8

Property, plant and equipment, net	19.7		20.0
Operating lease right-of-use assets	75.7		84.4
Deferred income taxes	8.1		7.9
Goodwill and intangible assets	66.5		69.3
Other assets	2.7		2.0

Total assets	$	531.6	$	513.4

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	113.2	$	111.0

Accrued expenses and other current liabilities	50.5		49.1

Operating lease liabilities	14.3		14.1
Total current liabilities	178.0		174.2

Operating lease liabilities	72.0		81.4
Other liabilities	2.4		2.6
Total liabilities	252.4		258.2

Commitments and contingencies

Shareholders’ equity:
Preferred stock	0.0		0.0
Common stock	0.4		0.4
Additional paid-in capital	205.8		204.8
Treasury stock	(16.8)		(18.6)
Retained earnings	87.5		66.0
Accumulated other comprehensive income	2.3		2.6
Total shareholders’ equity	279.2		255.2
Total liabilities and shareholders’ equity	$	531.6	$	513.4


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net sales	$	342.4	$	354.6	$	1,013.6	$	954.2
Cost of sales	226.1		238.3		663.9		626.6
Gross profit	116.3		116.3		349.7		327.6
Selling, distribution & administrative expenses	94.1		88.1		283.7		252.5

Operating income from continuing operations	22.2		28.2		66.0		75.1
Interest and other expense, net	0.0		0.7		0.3		1.2

Income from continuing operations before income taxes	22.2		27.5		65.7		73.9
Provision for income taxes	5.4		6.8		15.6		18.4
Net income from continuing operations	16.8		20.7		50.1		55.5
Net income (loss) from discontinued operations, net of tax	0.0		0.0		0.2		(0.1)
Net income	$	16.8	$	20.7	$	50.3	$	55.4

Net income per common share from continuing operations:
Basic	$	0.44	$	0.54	$	1.30	$	1.45
Diluted	$	0.44	$	0.54	$	1.30	$	1.44
Net income (loss) per common share from discontinued operations:
Basic	$	0.00	$	0.00	$	0.01	$	0.00
Diluted	$	0.00	$	0.00	$	0.01	$	0.00
Net income per common share:
Basic	$	0.44	$	0.54	$	1.31	$	1.45
Diluted	$	0.44	$	0.54	$	1.31	$	1.44

Weighted average common and common equivalent shares:
Basic	38.3		38.1		38.2		38.1
Diluted	38.4		38.2		38.4		38.2

Dividends declared	$	0.25	$	0.20	$	0.75	$	0.60


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


Change in cumulative translation adjustment										(0.2)		(0.2)
Net income								13.2				13.2
Balances, March 31, 2024	38,181	$	0.4	$	205.0	$	(17.2)	$	69.6	$	2.4	$	260.2
Stock-based compensation expense				(0.4)								(0.4)
Issuance of restricted stock	4			(0.1)		0.1						0.0

Proceeds from issuance of common stock	2			0.1		0.0						0.1

Dividends								(9.6)				(9.6)

Change in cumulative translation adjustment										(0.2)		(0.2)
Net income								20.3				20.3
Balances, June 30, 2024	38,187	$	0.4	$	204.6	$	(17.1)	$	80.3	$	2.2	$	270.4



Stock-based compensation expense				0.5								0.5
Issuance of restricted stock	3			(0.1)		0.1						0.0
Stock withheld for employee taxes	(1)					(0.1)						(0.1)
Proceeds from issuance of common stock	14			0.1		0.3						0.4
Issuance of shares under employee stock purchase plan	27			0.7								0.7
Dividends								(9.6)				(9.6)

Change in cumulative translation adjustment										0.1		0.1
Net income								16.8				16.8
Balances, September 30, 2024	38,230	$	0.4	$	205.8	$	(16.8)	$	87.5	$	2.3	$	279.2


Purchase price:	$	72.6
Less:
Cash	0.3
Accounts receivable	23.0
Inventories	4.6
Prepaid expenses and other current assets	2.5
Property, plant and equipment	0.3
Operating lease right-of-use assets	0.8
Customer lists	24.1
Trademarks	6.2
Other assets	0.1
Total identifiable assets acquired	$	61.9
Accounts payable	(12.5)
Accrued expenses and other current liabilities	(5.9)
Deferred revenue	(4.2)
Operating lease liabilities	(0.8)
Total identifiable liabilities acquired	$	(23.4)
Net identifiable assets acquired	38.5
Goodwill	$	34.1
Total net assets acquired	$	72.6


	September 30,		December 31,
	2024		2023
Goodwill	$	39.6	$	40.0
Definite-lived intangibles	26.2		28.6
Indefinite-lived intangibles	0.7		0.7
Balance	$	66.5	$	69.3


	Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Weighted Average Useful Life
Client lists	10 yrs	$	26.1	$	5.2	$	20.9	8.6
Trademarks	10 yrs	6.2		0.9		5.3		8.6
Total		$	32.3	$	6.1	$	26.2	8.6


2024 remainder	$	0.8
2025	3.0
2026	3.0
2027	3.0
2028	3.0
Thereafter	$	13.4
Total	$	26.2


	September 30, 2024
Balance at beginning of period	$	2.9

Current period provision	1.9
Write-offs - trade accounts receivable	(1.6)
Balance at end of period	$	3.2


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


	Nine Months Ended September 30,			Year Ended December 31,
	2024			2023
Weighted Average Remaining Lease Term
Operating and finance leases	6.7 years			7.2 years

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

ROU assets obtained in exchange for operating and finance lease obligations (in millions)	$	2.6		$	6.3


Year Ending December 31	Operating Leases
2024 (adjusted for nine months of payments)	$	4.8
2025	18.3
2026	16.3
2027	12.3
2028	12.2
2029	12.4
Thereafter	28.6
Total lease payments	104.9
Less: interest	(18.6)
Total present value of lease liabilities	$	86.3

SEC Form 10-Q filed by Global Industrial Company