0000945114False00009451142023-10-312023-10-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2023
Global Industrial Company
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-13792 11-3262067
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
11 Harbor Park Drive, Port Washington, New York
 11050
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (516) 608-7000
N.A.
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions ( see General Instruction A.2 below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
 Symbol(s)		Name of each exchange on which registered
Common Stock ($.01 par value)GICNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.          ☐





 
Item 2.02Results of Operations and Financial Condition
On October 31, 2023 Global Industrial Company (the "Company") issued a press release announcing its financial results for the third quarter ended September 30, 2023 (the "Press Release"). The Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On October 31, 2023 at 5:00 p.m. Eastern time, management will host a conference call to discuss the Company's financial results for the third quarter ended September 30, 2023.
Item 8.01Other Events
The Press Release also announced the declaration of a cash dividend of $0.20 per share payable to common stock shareholders of record at the close of business on November 13, 2023, payable on November 20, 2023.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
    
Item 9.01.Financial Statements and Exhibits.

The following exhibit relating to Item 8.01 shall be deemed to be furnished, and not filed:

Exhibit
Number		 Description
99.1 Press Release of Global Industrial Company, dated October 31, 2023.
104Cover Page Interactive Data File (formatted as Inline XBRL).



Exhibit Index
Press Release of Global Industrial Company, dated October 31, 2023.
104Cover Page Interactive Data File (formatted as Inline XBRL).

 




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 hereunto duly authorized.
 GLOBAL INDUSTRIAL COMPANY
   
Date: October 31, 2023  
   
 By: /s/ Thomas Axmacher
  Name: Thomas Axmacher
  Title: Vice President and Controller



Exhibit 99.1
globalindustriallogorgb.jpg

GLOBAL INDUSTRIAL COMPANY REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS

Sales of $354.6 Million, Increase 18.8%
Operating Income of $28.2 Million; Operating Margin 8.0%
Board Declares $0.20 Dividend

PORT WASHINGTON, NY, October 31, 2023 – Global Industrial Company (NYSE: GIC) today announced financial results for the third quarter ended September 30, 2023.
Performance Summary*
(U.S. dollars in millions, except per share data)
HighlightsQuarter Ended
 September 30, 		Nine Months Ended
September 30,
2023202220232022
Net sales$354.6 $298.5 $954.2 $905.6 
Gross profit$116.3 $106.6 $327.6 $327.4 
Gross margin32.8 %35.7 %34.3 %36.2 %
Operating income from continuing operations$28.2 $27.5 $75.1 $87.5 
Operating margin8.0 %9.2 %7.9 %9.7 %
Net income from continuing operations$20.7 $20.3 $55.5 $64.7 
Net income per diluted share from continuing operations$0.54 $0.53 $1.44 $1.69 
Net income (loss) from discontinued operations$0.0 $(0.1)$(0.1)$0.3 
Net income (loss) per diluted share from discontinued operations$0.00 $0.00 $0.00 $0.01 
*
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 September 30, 2023 and October 1, 2022, respectively. The third quarters of both 2023 and 2022 included 13 weeks and the first nine months of both 2023 and 2022 included 39 weeks.

Average daily sales is calculated based upon the number of selling days in each period, with Canadian sales converted to US dollars using the current year's average exchange rate. There were 63 selling days in the U.S. in each of the third quarters of 2023 and 2022, respectively, and in Canada, there were 62 selling days in the third quarter of 2023 and 63 selling days in the third quarter of 2022. There were 191 selling days in the U.S for the nine months ended 2023 and 192 selling days in the nine months ended 2022. There were 188 selling days in Canada for the nine months ended 2023 and 189 selling days in the nine months ended 2022.



Third Quarter 2023 Financial Summary:

•Consolidated sales increased 18.8% to $354.6 million compared to $298.5 million last year. Excluding Indoff, acquired on May 19, 2023, sales increased 3.2%.
•Consolidated gross margin declined to 32.8% compared to 35.7% last year. Excluding Indoff, gross margin was 34.5%, a 120 basis point reduction to prior year.
•Consolidated operating income from continuing operations increased 2.5% to $28.2 million compared to $27.5 million last year. Excluding Indoff, operating income was $25.7 million, a decrease of 6.5%.
•Net income per diluted share from continuing operations increased 1.9% to $0.54 compared to $0.53 last year.

Year to Date Q3 2023 Financial Summary:

•Consolidated sales increased 5.4% to $954.2 million compared to $905.6 million last year. Excluding Indoff, sales declined 2.4% and 1.9% on an average daily sales basis.
•Consolidated gross margin declined to 34.3% compared to 36.2% last year. Excluding Indoff, gross margin was 35.3%.
•Consolidated operating income from continuing operations decreased 14.2% to $75.1 million compared to $87.5 million last year. Excluding Indoff, operating income was $71.5 million, a decrease of 18.3%.
•Net income per diluted share from continuing operations decreased 14.8% to $1.44 compared to $1.69 last year.




Barry Litwin, Chief Executive Officer, said, "Third quarter revenue increased 18.8%, as we benefited from a return to organic revenue growth and the addition of Indoff for the full period. On an organic basis, revenue improved 3.2% driven by volume improvement, which more than offset continued price headwinds. Top line performance was once again led by our e-commerce channel, as recent investments and actions to drive digital transformation and enhance the online shopping experience are delivering returns. Gross margin was 32.8% and primarily reflects the inclusion of Indoff’s lower margin profile. During the quarter, we further normalized our inventory position, generated strong cash flow from operations and fully paid off the outstanding balance on the credit facility."

"We are executing against the core pillars of our ACE strategy, committed to delivering an exceptional experience to customers, and focused on operational excellence in every part of the business. The investments we are making in growth and productivity initiatives are designed to strengthen our competitive position. While the environment remains one of caution, our proactive management approach and ability to adjust to market conditions, places us in a position to continue to succeed in the marketplace."

At September 30, 2023, the Company had total working capital of $142.9 million, cash and cash equivalents of $34.3 million, excess availability under its credit facility of approximately $108.9 million. Operating cash flow provided by continuing operations in the quarter was $38.3 million. The Company’s Board of Directors has declared a cash dividend of $0.20 per share to common stock shareholders of record at the close of business on November 13, 2023, payable on November 20, 2023. 

Earnings Conference Call Details
Global Industrial Company will host a conference call and question and answer session on its third quarter 2023 results today, October 31, 2023 at 5:00 p.m. Eastern Time. A live webcast of the remarks will be available on the Company’s website at https://investors.globalindustrial.com in the events section. The webcast will also be archived on the website for approximately 90 days.

About Global Industrial Company
Global Industrial Company (NYSE: GIC), through its operating subsidiaries, is a value-added distributor. For more than 70 years Global Industrial has gone the extra mile for its customers and offers more than a million industrial and MRO products, including its own Global Industrial Exclusive BrandsTM. With extensive product knowledge and a solutions-based approach, Global Industrial helps customers solve problems and be more successful. At Global Industrial, "We can supply that®".



Forward-Looking Statements
This press release 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. When used in this release, 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. Important risk factors that may affect our future results of operations and financial condition are detailed from time to time in our Securities and Exchange Commission filings. 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, except as may be required by applicable law.
Investor/Media Contacts:
Mike Smargiassi/ Ryan Golden
The Plunkett Group
212-739-6729
mike@theplunkettgroup.com/ ryan@theplunkettgroup.com



GLOBAL INDUSTRIAL COMPANY
Condensed Consolidated Statements of Operations – Unaudited
(In millions, except per share amounts)
 
 Quarter Ended
 September 30, 		Nine Months Ended
 September 30,
 2023202220232022
Net sales$354.6 $298.5 $954.2 $905.6 
Cost of sales238.3 191.9 626.6 578.2 
Gross profit116.3 106.6 327.6 327.4 
Gross margin32.8 %35.7 %34.3 %36.2 %
Selling, distribution and administrative expenses88.1 79.1 252.5 239.9 
Operating income from continuing operations28.2 27.5 75.1 87.5 
Operating margin8.0 %9.2 %7.9 %9.7 %
Interest and other expense, net0.7 0.6 1.2 1.3 
Income from continuing operations before income taxes27.5 26.9 73.9 86.2 
Provision for income taxes6.8 6.6 18.4 21.5 
Net income from continuing operations20.7 20.3 55.5 64.7 
Net income (loss) from discontinued operations0.0 (0.1)(0.1)0.3 
Net income $20.7 $20.2 $55.4 $65.0 
Net income per common share from continuing operations:  
Basic$0.54 $0.53 $1.45 $1.70 
Diluted$0.54 $0.53 $1.44 $1.69 
Net income (loss) per common share from discontinued operations:
Basic$0.00 $0.00 $0.00 $0.01 
Diluted$0.00 $0.00 $0.00 $0.01 
Net income per common share:
Basic$0.54 $0.53 $1.45 $1.71 
Diluted$0.54 $0.53 $1.44 $1.70 
Weighted average common and common equivalent shares:  
Basic38.1 38.0 38.1 38.0 
Diluted38.2 38.1 38.2 38.1 


GLOBAL INDUSTRIAL COMPANY
Condensed Consolidated Balance Sheets – Unaudited
(In millions)
 September 30,December 31,
 20232022
Current assets:  
Cash and cash equivalents$34.3 $28.5 
Accounts receivable, net136.8 108.0 
Inventories153.8 179.4 
Prepaid expenses and other current assets13.0 9.8 
Total current assets337.9 325.7 
Property, plant and equipment, net20.3 21.0 
Operating lease right-of-use assets87.0 90.3 
Goodwill and intangibles70.7 6.6 
Other assets11.9 11.6 
Total assets$527.8 $455.2 
Current liabilities: 
Accounts payable and accrued expenses$181.1 $140.1 
Short-term debt0.0 0.6 
Operating lease liabilities13.9 12.4 
Total current liabilities195.0 153.1 
Operating lease liabilities84.1 89.1 
Other liabilities2.5 2.6 
Shareholders’ equity246.2 210.4 
Total liabilities and shareholders’ equity$527.8 $455.2 




GLOBAL INDUSTRIAL COMPANY
Condensed Consolidated Statements of Cash Flows - Unaudited
(In millions)
 Nine Months Ended
September 30,
 20232022
CASH FLOWS FROM OPERATING ACTIVITIES:   
Net income from continuing operations$55.5 $64.7 
Adjustments to reconcile net income from continuing operations to net cash provided by (used in) operating activities: 
Depreciation and amortization4.5 2.8 
Stock-based compensation2.1 3.4 
Provision for deferred taxes(0.1)(0.6)
Change in working capital39.3 (48.6)
Other, net2.5 1.8 
Net cash provided by operating activities from continuing operations
103.8 23.5 
Net cash used in operating activities from discontinued operations(0.1)(0.1)
Net cash provided by operating activities
103.7 23.4 
CASH FLOWS FROM INVESTING ACTIVITIES:   
Purchases of property, plant and equipment(3.3)(4.9)
Purchase of Indoff, net of cash acquired(72.3)0.0 
Net cash used in investing activities from continuing operations
(75.6)(4.9)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayments) proceeds of short-term borrowings
(0.6)5.5
Dividends paid(23.0)(20.8)
Stock-based compensation share issuances, net1.3 1.7 
Net cash used in financing activities from continuing operations
(22.3)(13.6)
EFFECT OF EXCHANGE RATE CHANGES ON CASH0.0 (0.3)
NET INCREASE IN CASH5.8 4.6 
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD28.5 15.4 
CASH AND CASH EQUIVALENTS – END OF PERIOD $34.3 $20.0 



v3.23.3
Cover Page
Oct. 31, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 31, 2023
Entity Registrant Name Global Industrial Company
Entity Incorporation, State or Country Code DE
Entity File Number 1-13792
Entity Tax Identification Number 11-3262067
Entity Address, Address Line One 11 Harbor Park Drive
Entity Address, City or Town Port Washington
Entity Address, State or Province NY
Entity Address, Postal Zip Code 11050
City Area Code (516)
Local Phone Number 608-7000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock ($.01 par value)
Trading Symbol GIC
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0000945114
Amendment Flag false
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