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 June 30, ~~2021~~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~~common stock as of July ~~30, 2021~~29, 2022 was ~~37,736,866.~~37,927,597.

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	2011
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3021
Item 4.	Controls and Procedures	3122

Part II	Other Information
Item 1.	Legal Proceedings	3223
Item 1A.	Risk Factors	23
Item 6.	Exhibits	3324

	Signatures	3425

Table of Contents

Available Information

We maintain an internet ~~web site~~website at ~~investors.globalindustrial.com.~~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 ~~from~~on the SEC’s website ~~(www.sec.gov)~~(www.sec.gov). ~~The~~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, among others, the following corporate governance documents with respect to the Company (the “Corporate Governance Documents”):

•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 ~~web site,~~website, https://investors.globalindustrial.com.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Global Industrial Company

Condensed Consolidated Balance Sheets

(In millions)


		June 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
		(Unaudited)					(Unaudited)
ASSETS:	ASSETS:					ASSETS:
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	41.6	$	22.4	Cash and cash equivalents	$	23.5	$	15.4
Accounts receivable, net	Accounts receivable, net	111.2		102.3		Accounts receivable, net	135.1		106.8
Inventories	Inventories	131.4		132.3		Inventories	205.7		172.8
Prepaid expenses and other current assets	Prepaid expenses and other current assets	8.1		6.8		Prepaid expenses and other current assets	7.8		6.4

Total current assets	Total current assets	292.3		263.8		Total current assets	372.1		301.4

Property, plant and equipment, net	Property, plant and equipment, net	16.8		16.6		Property, plant and equipment, net	16.8		16.5
Operating lease right-of-use assets	Operating lease right-of-use assets	74.1		77.3		Operating lease right-of-use assets	97.8		68.8
Deferred income taxes	Deferred income taxes	10.3		7.6		Deferred income taxes	10.5		10.3
Goodwill and intangibles		6.9		7.0
Other assets		2.4		2.6
Goodwill, intangibles and other assets						Goodwill, intangibles and other assets	8.2		8.0

Total assets	Total assets	$	402.8	$	374.9	Total assets	$	505.4	$	405.0

LIABILITIES AND SHAREHOLDERS’ EQUITY:	LIABILITIES AND SHAREHOLDERS’ EQUITY:					LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	130.1	$	125.4	Accounts payable	$	128.7	$	114.4

Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	50.1		50.7		Accrued expenses and other current liabilities	48.8		50.5
Short-term debt						Short-term debt	30.0		4.5
Operating lease liabilities	Operating lease liabilities	10.1		10.3		Operating lease liabilities	11.9		10.5
Total current liabilities	Total current liabilities	190.3		186.4		Total current liabilities	219.4		179.9

Operating lease liabilities						Operating lease liabilities	95.9		68.5
Other liabilities	Other liabilities	4.3		4.5		Other liabilities	2.4		3.0
Operating lease liabilities		73.7		77.2
Total liabilities	Total liabilities	268.3		268.1		Total liabilities	317.7		251.4

Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	0		0

Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Preferred stock	Preferred stock	0.0		0.0		Preferred stock	0.0		0.0
Common stock	Common stock	0.4		0.4		Common stock	0.4		0.4
Additional paid-in capital	Additional paid-in capital	193.8		193.5		Additional paid-in capital	198.3		195.8
Treasury stock	Treasury stock	(21.9)		(24.0)		Treasury stock	(19.6)		(20.4)
Retained (deficit) earnings		(41.4)		(66.5)
Retained earnings (deficit)						Retained earnings (deficit)	5.6		(25.5)
Accumulated other comprehensive income	Accumulated other comprehensive income	3.6		3.4		Accumulated other comprehensive income	3.0		3.3
Total shareholders’ equity	Total shareholders’ equity	134.5		106.8		Total shareholders’ equity	187.7		153.6
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	402.8	$	374.9	Total liabilities and shareholders’ equity	$	505.4	$	405.0

See Notes to Condensed Consolidated Financial Statements.

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Global Industrial Company

Condensed Consolidated Statements of Operations (Unaudited)

(In millions, except per share amounts)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Net sales	Net sales	$	272.6	$	242.1	$	523.7	$	469.4	Net sales	$	318.5	$	272.6	$	607.1	$	523.7
Cost of sales	Cost of sales	174.6		157.3		348.4		307.9		Cost of sales	205.5		174.6		386.3		348.4
Gross profit	Gross profit	98.0		84.8		175.3		161.5		Gross profit	113.0		98.0		220.8		175.3
Selling, distribution & administrative expenses	Selling, distribution & administrative expenses	73.3		64.7		144.0		129.9		Selling, distribution & administrative expenses	82.5		73.3		160.8		144.0

Operating income from continuing operations	Operating income from continuing operations	24.7		20.1		31.3		31.6		Operating income from continuing operations	30.5		24.7		60.0		31.3
Interest and other (income) expense, net		0.1		0.0		0.2		0.2
Interest and other expense, net										Interest and other expense, net	0.3		0.1		0.7		0.2

Income from continuing operations before income taxes	Income from continuing operations before income taxes	24.6		20.1		31.1		31.4		Income from continuing operations before income taxes	30.2		24.6		59.3		31.1
Provision for income taxes	Provision for income taxes	3.5		4.8		4.5		7.8		Provision for income taxes	7.6		3.5		14.9		4.5
Net income from continuing operations	Net income from continuing operations	21.1		15.3		26.6		23.6		Net income from continuing operations	22.6		21.1		44.4		26.6
Net income from discontinued operations		0.9		1.1		10.6		1.0
Net income from discontinued operations, net of tax										Net income from discontinued operations, net of tax	0.2		0.9		0.4		10.6
Net income	Net income	$	22.0	$	16.4	$	37.2	$	24.6	Net income	$	22.8	$	22.0	$	44.8	$	37.2

Net income per common share from continuing operations:	Net income per common share from continuing operations:									Net income per common share from continuing operations:
Basic	Basic	$	0.56	$	0.41	$	0.70	$	0.62	Basic	$	0.59	$	0.56	$	1.16	$	0.70
Diluted	Diluted	$	0.55	$	0.40	$	0.70	$	0.62	Diluted	$	0.59	$	0.55	$	1.16	$	0.70
Net income per common share from discontinued operations:	Net income per common share from discontinued operations:									Net income per common share from discontinued operations:
Basic	Basic	$	0.02	$	0.03	$	0.28	$	0.03	Basic	$	0.01	$	0.02	$	0.01	$	0.28
Diluted	Diluted	$	0.02	$	0.03	$	0.28	$	0.03	Diluted	$	0.01	$	0.02	$	0.01	$	0.28
Net income per common share:	Net income per common share:									Net income per common share:
Basic	Basic	$	0.58	$	0.44	$	0.98	$	0.65	Basic	$	0.60	$	0.58	$	1.17	$	0.98
Diluted	Diluted	$	0.57	$	0.43	$	0.98	$	0.65	Diluted	$	0.60	$	0.57	$	1.17	$	0.98

Weighted average common and common equivalent shares:	Weighted average common and common equivalent shares:									Weighted average common and common equivalent shares:
Basic	Basic	37.7		37.5		37.7		37.6		Basic	38.0		37.7		37.9		37.7
Diluted	Diluted	37.9		37.6		37.9		37.8		Diluted	38.1		37.9		38.0		37.9

Dividends declared	Dividends declared	$	0.16	$	0.14	$	0.32	$	1.28	Dividends declared	$	0.18	$	0.16	$	0.36	$	0.32

See Notes to Condensed Consolidated Financial Statements.

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Global Industrial Company

Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In millions)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Net income	Net income	$	22.0	$	16.4	$	37.2	$	24.6	Net income	$	22.8	$	22.0	$	44.8	$	37.2
Other comprehensive income:	Other comprehensive income:									Other comprehensive income:
Foreign currency translation	Foreign currency translation	0.1		0.0		0.2		(0.2)		Foreign currency translation	(0.4)		0.1		(0.3)		0.2
Total comprehensive income	Total comprehensive income	$	22.1	$	16.4	$	37.4	$	24.4	Total comprehensive income	$	22.4	$	22.1	$	44.5	$	37.4

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

Global Industrial Company

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In millions)


		Six Months Ended June 30,					Six Months Ended June 30,
		2021		2020			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income from continuing operations	Net income from continuing operations	$	26.6	$	23.6	Net income from continuing operations	$	44.4	$	26.6
Adjustments to reconcile net income from continuing operations to net cash provided by (used in) operating activities:	Adjustments to reconcile net income from continuing operations to net cash provided by (used in) operating activities:					Adjustments to reconcile net income from continuing operations to net cash provided by (used in) operating activities:
Depreciation and amortization	Depreciation and amortization	1.9		2.1		Depreciation and amortization	1.8		1.9

Provision for credit losses	Provision for credit losses	1.2		0.9		Provision for credit losses	1.0		1.2
Stock-based compensation	Stock-based compensation	1.4		1.8		Stock-based compensation	2.4		1.4
Benefit from deferred taxes	Benefit from deferred taxes	(2.7)		(0.1)		Benefit from deferred taxes	(0.3)		(2.7)

Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable	Accounts receivable	(10.0)		(23.2)		Accounts receivable	(29.5)		(10.0)
Inventories	Inventories	1.1		(20.1)		Inventories	(33.0)		1.1
Prepaid expenses and other assets	Prepaid expenses and other assets	(1.4)		(2.4)		Prepaid expenses and other assets	(0.3)		(1.4)
Income taxes payable	Income taxes payable	(3.3)		8.1		Income taxes payable	(6.1)		(3.3)
Accounts payable	Accounts payable	6.6		14.9		Accounts payable	14.5		6.6
Accrued expenses, other current liabilities and other liabilities	Accrued expenses, other current liabilities and other liabilities	(0.9)		7.8		Accrued expenses, other current liabilities and other liabilities	3.0		(0.9)
Net cash provided by operating activities from continuing operations		20.5		13.4
Net cash (used in) provided by operating activities from continuing operations						Net cash (used in) provided by operating activities from continuing operations	(2.1)		20.5
Net cash provided by operating activities from discontinued operations	Net cash provided by operating activities from discontinued operations	11.8		1.0		Net cash provided by operating activities from discontinued operations	0.0		11.8
Net cash provided by operating activities		32.3		14.4
Net cash (used in) provided by operating activities						Net cash (used in) provided by operating activities	(2.1)		32.3

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(2.1)		(0.4)		Purchases of property, plant and equipment	(2.1)		(2.1)

Net cash used in investing activities	Net cash used in investing activities	(2.1)		(0.4)		Net cash used in investing activities	(2.1)		(2.1)

Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from short-term borrowings	Proceeds from short-term borrowings	19.6		0.0		Proceeds from short-term borrowings	95.4		19.6
Repayment of short-term borrowings	Repayment of short-term borrowings	(19.6)		0.0		Repayment of short-term borrowings	(69.9)		(19.6)
Dividends paid	Dividends paid	(12.5)		(48.6)		Dividends paid	(13.9)		(12.5)
Proceeds from issuance of common stock	Proceeds from issuance of common stock	2.5		0.3		Proceeds from issuance of common stock	0.7		2.5
Payment of payroll taxes on stock-based compensation through shares withheld	Payment of payroll taxes on stock-based compensation through shares withheld	(2.0)		(0.3)		Payment of payroll taxes on stock-based compensation through shares withheld	(0.4)		(2.0)
Proceeds from the issuance of common stock from employee stock purchase plan	Proceeds from the issuance of common stock from employee stock purchase plan	0.5		0.4		Proceeds from the issuance of common stock from employee stock purchase plan	0.6		0.5

Purchase of treasury shares		0.0		(4.8)
Net cash used in financing activities		(11.5)		(53.0)

Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	12.5		(11.5)

Effects of exchange rates on cash	Effects of exchange rates on cash	0.0		(0.1)		Effects of exchange rates on cash	(0.2)		0.0

Net increase (decrease) in cash		18.7		(39.1)
Cash, cash equivalents and restricted cash– beginning of period		24.0		97.2
Net increase in cash						Net increase in cash	8.1		18.7
Cash, cash equivalents and restricted cash – beginning of period						Cash, cash equivalents and restricted cash – beginning of period	15.4		24.0
Cash, cash equivalents and restricted cash – end of period	Cash, cash equivalents and restricted cash – end of period	$	42.7	$	58.1	Cash, cash equivalents and restricted cash – end of period	$	23.5	$	42.7

~~See Notes to Condensed Consolidated Financial Statements.~~

Table of Contents


Supplemental disclosures:	Supplemental disclosures:					Supplemental disclosures:
Reconciliation of cash, cash equivalents and restricted cash:	Reconciliation of cash, cash equivalents and restricted cash:					Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	Cash and cash equivalents	$	41.6	$	58.1	Cash and cash equivalents	$	23.5	$	41.6
Restricted cash (1)	Restricted cash (1)	1.1		0.0		Restricted cash (1)	0.0		1.1
Cash, cash equivalents and restricted cash	Cash, cash equivalents and restricted cash	$	42.7	$	58.1	Cash, cash equivalents and restricted cash	$	23.5	$	42.7

(1)The Company has restricted cash collateralizing letters of credit outstanding of $1.1 million, which are recorded in 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		$	2.6	$	4.1
(1)The Company had restricted cash collateralizing letters of credit outstanding of $0 and $1.1 million, at June 30, 2022 and 2021, respectively, which is recorded in Goodwill, intangibles and other assets in the accompanying Condensed Consolidated Balance Sheets.						(1)The Company had restricted cash collateralizing letters of credit outstanding of $0 and $1.1 million, at June 30, 2022 and 2021, respectively, which is 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	$	34.6	$	2.6

See Notes to Condensed Consolidated Financial Statements.

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Global Industrial Company

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

(In ~~millions)~~millions, except share data in thousands)


		Common Stock														Common Stock
		Number of Shares Outstanding	Amount		Additional Paid-in Capital		Treasury Stock		Retained (Deficit) Earnings		Accumulated Other Comprehensive Income (Loss)		Total Equity			Number of Shares Outstanding	Amount		Additional Paid-in Capital		Treasury Stock		Retained (Deficit) Earnings		Accumulated Other Comprehensive Income (Loss)		Total Equity
Balances, January 1, 2021		37,552	$	0.4	$	193.5	$	(24.0)	$	(66.5)	$	3.4	$	106.8
Balances, January 1, 2022															Balances, January 1, 2022	37,854	$	0.4	$	195.8	$	(20.4)	$	(25.5)	$	3.3	$	153.6
Stock-based compensation expense	Stock-based compensation expense				0.4								0.4		Stock-based compensation expense				1.0								1.0
Issuance of restricted stock	Issuance of restricted stock	65			(1.1)		1.1						0.0		Issuance of restricted stock	22			(0.4)		0.4						0.0
Stock withheld for employee taxes	Stock withheld for employee taxes	(47)					(1.9)						(1.9)		Stock withheld for employee taxes	(11)					(0.4)						(0.4)
Proceeds from issuance of common stock	Proceeds from issuance of common stock	119			(0.2)		2.5						2.3		Proceeds from issuance of common stock	29			0.1		0.6						0.7
Issuance of shares under employee stock purchase plan	Issuance of shares under employee stock purchase plan	29			0.5								0.5		Issuance of shares under employee stock purchase plan	23			0.6								0.6
Dividends	Dividends								(6.0)				(6.0)		Dividends								(6.8)				(6.8)

Change in cumulative translation adjustment	Change in cumulative translation adjustment										0.1		0.1		Change in cumulative translation adjustment										0.1		0.1
Net income	Net income								15.2				15.2		Net income								22.0				22.0
Balances, March 31, 2021		37,718	$	0.4	$	193.1	$	(22.3)	$	(57.3)	$	3.5	$	117.4
Balances, March 31, 2022															Balances, March 31, 2022	37,917	$	0.4	$	197.1	$	(19.8)	$	(10.3)	$	3.4	$	170.8
Stock-based compensation expense	Stock-based compensation expense				1.0								$	1.0	Stock-based compensation expense				1.4								$	1.4
Issuance of restricted stock	Issuance of restricted stock	8			(0.1)		0.1						0.0		Issuance of restricted stock	10			(0.2)		0.2						0.0
Stock withheld for employee taxes		(4)					(0.1)						(0.1)

Proceeds from issuance of common stock	Proceeds from issuance of common stock	15			(0.2)		0.4						0.2		Proceeds from issuance of common stock	1			0.0		0.0						0.0

Dividends	Dividends								(6.1)				(6.1)		Dividends								(6.9)				(6.9)

Change in cumulative translation adjustment	Change in cumulative translation adjustment										0.1		0.1		Change in cumulative translation adjustment										(0.4)		(0.4)
Net income	Net income								$	22.0			22.0		Net income								22.8				22.8
Balances, June 30, 2021		37,737	$	0.4	$	193.8	$	(21.9)	$	(41.4)	$	3.6	$	134.5
Balances, June 30, 2022															Balances, June 30, 2022	37,928	$	0.4	$	198.3	$	(19.6)	$	5.6	$	3.0	$	187.7

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		Common Stock														Common Stock
		Number of Shares Outstanding	Amount		Additional Paid-in Capital		Treasury Stock		Retained (Deficit) Earnings		Accumulated Other Comprehensive Income (Loss)		Total Equity			Number of Shares Outstanding	Amount		Additional Paid-in Capital		Treasury Stock		Retained (Deficit) Earnings		Accumulated Other Comprehensive Income (Loss)		Total Equity
Balances, January 1, 2020		37,679	$	0.4	$	189.7	$	(20.4)	$	2.8	$	3.0	$	175.5
Balances, January 1, 2021															Balances, January 1, 2021	37,552	$	0.4	$	193.5	$	(24.0)	$	(66.5)	$	3.4	$	106.8
Stock-based compensation expense	Stock-based compensation expense				1.0								1.0		Stock-based compensation expense				0.4								0.4
Issuance of restricted stock	Issuance of restricted stock	36			(0.6)		0.6						0.0		Issuance of restricted stock	65			(1.1)		1.1						0.0
Stock withheld for employee taxes	Stock withheld for employee taxes	(15)					(0.3)						(0.3)		Stock withheld for employee taxes	(47)					(1.9)						(1.9)
Proceeds from issuance of common stock	Proceeds from issuance of common stock	30			(0.2)		0.5						0.3		Proceeds from issuance of common stock	119			(0.2)		2.5						2.3
Issuance of shares under employee stock purchase plan	Issuance of shares under employee stock purchase plan	23			0.4								0.4		Issuance of shares under employee stock purchase plan	29			0.5								0.5
Dividends	Dividends								(43.3)				(43.3)		Dividends								(6.0)				(6.0)
Purchase of treasury shares		(233)					(3.9)						(3.9)

Change in cumulative translation adjustment	Change in cumulative translation adjustment										(0.2)		(0.2)		Change in cumulative translation adjustment										0.1		0.1
Net income	Net income								8.2				8.2		Net income								15.2				15.2

Balances, March 31, 2020		37,520	$	0.4	$	190.3	$	(23.5)	$	(32.3)	$	2.8	$	137.7
Balances, March 31, 2021															Balances, March 31, 2021	37,718	$	0.4	$	193.1	$	(22.3)	$	(57.3)	$	3.5	$	117.4
Stock-based compensation expense	Stock-based compensation expense				0.8								0.8		Stock-based compensation expense				1.0								1.0
Issuance of restricted stock	Issuance of restricted stock	5			(0.1)		0.1						0.0		Issuance of restricted stock	8			(0.1)		0.1						0.0

Stock withheld for employee taxes															Stock withheld for employee taxes	(4)					(0.1)						(0.1)
Proceeds from issuance of common stock															Proceeds from issuance of common stock	15			(0.2)		0.4						0.2

Dividends	Dividends								(5.3)				(5.3)		Dividends								(6.1)				(6.1)
Purchase of treasury shares		(50)					(0.9)						(0.9)

Change in cumulative translation adjustment															Change in cumulative translation adjustment										0.1		0.1
Net income	Net income								16.4				16.4		Net income		`						22.0				22.0
Balances, June 30, 2020		37,475	$	0.4	$	191.0	$	(24.3)	$	(21.2)	$	2.8	$	148.7
Balances, June 30, 2021															Balances, June 30, 2021	37,737	$	0.4	$	193.8	$	(21.9)	$	(41.4)	$	3.6	$	134.5

See Notes to Condensed Consolidated Financial Statements.

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Global Industrial Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

1.Basis of Presentation

The accompanying condensed consolidated financial statements of Global Industrial Company, ~~formerly known as Systemax Inc.,~~collectively with its subsidiaries (the "Company") are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America are not required in these interim financial statements and have been condensed or omitted. All significant intercompany accounts and transactions have been eliminated in consolidation.

Global Industrial Company, through its operating subsidiaries, is a value-added industrial ~~distributor.~~distributor of more than a million industrial and maintenance, repair and operation ("MRO") products in North America going to market through a system of branded e-commerce websites and relationship marketers. Global Industrial Company operates and is internally managed in 1 reportable business segment. The Company sells a wide array of industrial and ~~maintenance, repair and operations ("MRO")~~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.

The ~~Company's~~Company’s discontinued operations ~~include~~consist of its former North American Technology Group business, which was sold in December 2015 and has been winding down its operations since then. For the three and six month periods ended June 30, ~~2021,~~2022, net income from discontinued operations totaled ~~$0.9~~$0.2 million and ~~$10.6~~$0.4 million, respectively (see Note 4, Discontinued ~~Operations and Special (Gains) Charges)~~Operations). For the three and six month periods ended June 30, ~~2020,~~2021, net income from discontinued operations totaled ~~$1.1~~$0.9 million and ~~$1.0~~$10.6 million, respectively.

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 June 30, ~~2021~~2022 and the results of operations for the three and six month periods ended June 30, ~~2021~~2022 and ~~2020,~~2021, statements of comprehensive income ~~(loss)~~ for the three and six month periods ended June 30, ~~2021~~2022 and ~~2020,~~2021, cash flows for the six month periods ended June 30, ~~2021~~2022 and ~~2020~~2021 and changes in shareholders’ equity for the three and six month periods ended June 30, ~~2021~~2022 and ~~2020.~~2021. The December 31, ~~2020~~2021 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, ~~2020.~~2021.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, ~~2020~~2021 and for the year then ended included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021. The results for the six month period ended June 30, ~~2021~~2022 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 second ~~quarter~~quarters ended on July 2, 2022 and July 3, 2021, ~~and June 27, 2020.~~respectively. The second quarters of both ~~2021~~2022 and ~~2020~~2021 included 13 weeks and the first six months of both ~~2021~~2022 and ~~2020~~2021 included 26 weeks.

~~Related Party Transactions~~

For the six months ended June 30, 2021, the Company recorded approximately $3.0 million in professional fee expense from a law firm which employs an immediate family member of one of the Company's Vice Chairmen. These fees were contingent fees paid upon receipt of $15.0 million in restitution received in the Company's discontinued operations. Amounts outstanding at June 30, 2021 were de minimis and are recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

~~Table of Contents~~

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.

~~On January 1, 2021~~There were no accounting pronouncements issued in the ~~Company adopted ASU 2019-12,~~ ~~Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.~~ This ASU clarifies and simplifies accounting for income taxes by eliminating certain exceptions for intraperiod tax allocation principles and the methodology for calculating income tax rates in an interim period, among other updates. The adoption of this ASU did notquarter or with future effective dates that are either applicable or are expected to have a material impact on the Company's ~~financial position or results of operations.~~Condensed Consolidated Financial Statements.

~~On January 1, 2021, the Company adopted ASU 2020-10,~~ ~~Codification Improvements.~~ This ASU amends a variety of topics in the Codification to improve consistency and clarify the guidance. The effective date of this ASU is for fiscal years and interim periods beginning after December 15, 2020. The adoption of this ASU did not have a material impact on the Company's financial position or results of operations.

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2.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 and six months ended ~~June~~ June��30, ~~2021~~2022 and ~~2020,~~2021, respectively (in millions):


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Net sales:	Net sales:									Net sales:
United States	United States	$	253.6	$	226.0	$	487.1	$	441.3	United States	$	299.8	$	253.6	$	567.0	$	487.1
Canada	Canada	19.0		16.1		36.6		28.1		Canada	18.7		19.0		40.1		36.6
Consolidated	Consolidated	$	272.6	$	242.1	$	523.7	$	469.4	Consolidated	$	318.5	$	272.6	$	607.1	$	523.7

The Company will record a contract liability in cases where customers pay in advance of the ~~Company satisfying~~Company's satisfaction of its performance obligation. The Company did 0tnot have any material unsatisfied performance obligations or liabilities as of June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

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3.Credit Losses

The Company’s trade accounts receivable is one portfolio ~~comprised~~comprising of commercial businesses as well as public sector organizations operating in the U.S. and, to a ~~much~~ 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~~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~~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 June 30, ~~2021~~2022 (in millions):


	June 30, ~~2021~~2022
Balance at beginning of period	$	~~1.7~~2.5
Current period provision	~~1.2~~1.0
Write-offs - trade accounts receivable	~~(0.9)~~(0.8)

Balance at end of period	$	~~2.0~~2.7

The following is a rollforward of the allowances for credit losses related to trade receivables for the year ended December 31, ~~2020~~2021 (in millions):


	December 31, ~~2020~~2021
Balance at beginning of period	$	~~6.8~~1.7
Current period provision	~~1.2~~2.8
Write-offs - trade accounts receivable	~~(0.7)~~(2.0)
Write-offs - notes and other receivables*	~~(5.6)~~

Balance at end of period	$	~~1.7~~2.5

*~~$5.6 million of reserves related to notes and other receivables originated in 2016 and this balance was written off in the second quarter of 2020.~~

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4.Discontinued Operations ~~and Special (Gains) Charges~~

In the second quarter ended June 30, ~~2021,~~2022, the Company's discontinued operations recorded ~~a de minimis amount of special charges and recorded approximately $1.8 million in benefit from settlement of payable accounts offset by operating expenses~~net income of approximately ~~$0.4~~$0.2 million ~~and approximately $0.5 million~~primarily related to the resolution of ~~income tax expense.~~certain liabilities. For the six months ended June 30, ~~2021,~~2022, the Company's discontinued operations ~~received approximately $15.0 million in restitution receipts,~~ recorded $2.3 million in benefit from settlement of payable accounts and received approximately $0.1 million in vendor settlements. Offsetting these amounts for the six months ended June 30, 2021 was approximately $3.0 million of professional fees related to the ongoing restitution proceedings, operating expensesnet income of approximately $0.4 million ~~and approximately $3.4 million~~primarily related to the resolution of ~~income tax expense.~~certain liabilities. The Company expects that total additional exit charges related to discontinued operations after this quarter may aggregate up to $0.5 million.

In the second quarter ended June 30, ~~2020,~~2021, the Company's discontinued operations ~~received~~recorded a de minimis amount of special charges and recorded approximately ~~$1.9~~$1.8 million ~~in restitution receipts and $0.1 million in vendor settlements~~related to the resolution of certain liabilities offset by operating expenses of approximately $0.4 million ~~of professional fees~~ and ~~recorded~~ approximately $0.5 million offor provision for income ~~tax expense.~~taxes. For the six months ended June 30, ~~2020,~~2021, the Company's discontinued operations received approximately ~~$1.9~~$15.0 million in restitution receipts ~~and~~offset by approximately $3.0 million of related professional fees, recorded approximately $0.1 million in vendor settlements ~~offset by approximately $0.5 million of professional fees~~ and recorded approximately ~~$0.5~~$2.3 million in benefit related to resolution of certain liabilities. Discontinued operations also recorded approximately $0.4 million of operating expenses and approximately $3.4 million for provision for income ~~tax expense.~~taxes.

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5. Leases

The ~~following table details liabilities~~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 2032. In the second quarter of 2022, the Company recorded a Right of Use ("ROU") asset and related lease liability of $34.6 million related to a new distribution facility in Canada consisting of approximately 334,000 square feet. The lease is for ten years term unless terminated earlier as provided in the ~~exit~~lease.

The Company's operating lease costs, included in continuing operations, was $3.6 million and $3.5 million for the three months ended June 30, 2022 and 2021, respectively, and $6.9 million for both of the ~~sold businesses that remain~~six months ended June 30, 2022 and 2021, respectively.

Information relating to operating leases for continuing and discontinued operations updated for the Canadian lease as of June 30, 2022 and December 31, 2021 :


	Six Months Ended June 30,			Year Ended December 31,
	2022			2021
Weighted Average Remaining Lease Term
Operating leases	8.6 years			8.1 years

Weighted Average Discount Rate
Operating leases	5.1		%	5.2		%

ROU assets obtained in exchange for operating lease obligations (in millions)	$	34.6		$	2.6

Maturities of lease liabilities were as follows (in millions):

~~Accrued exit costs~~

~~Balance January 1, 2021~~

~~2.8~~

~~Charged to expense~~

~~0.2~~

~~Paid or otherwise settled~~

~~(0.3)~~

~~Balance June 30, 2021~~

~~2.7~~


Year Ending December 31	Operating Leases
2022 (adjusted for six months of payments)	$	7.8
2023	17.6
2024	16.6
2025	15.6
2026	13.8
2027	11.6
Thereafter	52.9
Total lease payments	135.9
Less: interest	(28.1)
Total present value of lease liabilities	$	107.8

~~The following table details liabilities related to the exit costs of the sold businesses that remained for 2020 (in millions):~~

~~Accrued exit costs~~

~~Balance January 1, 2020~~

~~2.8~~

~~Charged to expense~~

~~0.4~~

~~Paid or otherwise settled~~

~~(0.4)~~

~~Balance December 31, 2020~~

~~2.8~~

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5.6.Net Income per Common Share

Net income 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 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 per share under the two-class method for the three and six months ended June 30, ~~2021~~2022 and ~~2020~~2021 (in millions, except for per share amounts):

Three Months Ended
June 30, Six Months Ended
June 30,
2021 2020 2021 2020
Net income from continuing operations $ 21.1 $ 15.3 $ 26.6 $ 23.6
Less: Distributed net income available to participating securities 0.0 0.0 0.0 (0.3)
Less: Undistributed net income available to participating securities (0.1) (0.1) (0.1) 0.0
Numerator for basic net income per share:
Undistributed and distributed net income available to common shareholders $ 21.0 $ 15.2 $ 26.5 $ 23.3
Add: Undistributed net income allocated to participating securities 0.1 0.1 0.1 0.0
Less: Undistributed net income reallocated to participating securities (0.1) (0.1) (0.1) 0.0
Numerator for diluted net income per share:
Undistributed and distributed net income available to common shareholders $ 21.0 $ 15.2 $ 26.5 $ 23.3
Denominator:
Weighted average shares outstanding for basic net income per share 37.7 37.5 37.7 37.6
Effect of dilutive securities 0.2 0.1 0.2 0.2
Weighted average shares outstanding for diluted net income per share 37.9 37.6 37.9 37.8
Net income per share from continuing operations:
Basic $ 0.56 $ 0.41 $ 0.70 $ 0.62
Diluted $ 0.55 $ 0.40 $ 0.70 $ 0.62
Net income from discontinued operations $ 0.9 $ 1.1 $ 10.6 $ 1.0
Less: Undistributed net income available to participating securities 0.0 0.0 (0.1) 0.0
Numerator for basic net income per share:

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											Three Months Ended June 30,				Six Months Ended June 30,
											2022		2021		2022		2021
Net income from continuing operations										Net income from continuing operations	$	22.6	$	21.1	44.4		26.6
Less: Distributed net income available to participating securities										Less: Distributed net income available to participating securities	0.0		0.0		(0.1)		0.0
Less: Undistributed net income available to participating securities										Less: Undistributed net income available to participating securities	(0.1)		(0.1)		(0.1)		(0.1)
Numerator for basic net income per share:										Numerator for basic net income per share:
Undistributed and distributed net income available to common shareholders	Undistributed and distributed net income available to common shareholders	$	0.9	$	1.1	$	10.5	$	1.0	Undistributed and distributed net income available to common shareholders	$	22.5	$	21.0	$	44.2	$	26.5

Add: Undistributed net income allocated to participating securities	Add: Undistributed net income allocated to participating securities	0.0		0.0		0.1		0.0		Add: Undistributed net income allocated to participating securities	0.1		0.1		0.1		0.1
Less: Undistributed net income reallocated to participating securities	Less: Undistributed net income reallocated to participating securities	0.0		0.0		(0.1)		0.0		Less: Undistributed net income reallocated to participating securities	(0.1)		(0.1)		(0.1)		(0.1)

Numerator for diluted net income per share:										Numerator for diluted net income per share:
Undistributed and distributed net income available to common shareholders										Undistributed and distributed net income available to common shareholders	$	22.5	$	21.0	44.2		26.5
Denominator:										Denominator:
Weighted average shares outstanding for basic net income per share										Weighted average shares outstanding for basic net income per share	38.0		37.7		37.9		37.7
Effect of dilutive securities										Effect of dilutive securities	0.1		0.2		0.1		0.2
Weighted average shares outstanding for diluted net income per share										Weighted average shares outstanding for diluted net income per share	38.1		37.9		38.0		37.9
Net income per share from continuing operations:										Net income per share from continuing operations:
Basic										Basic	$	0.59	$	0.56	$	1.16	$	0.70
Diluted										Diluted	$	0.59	$	0.55	$	1.16	$	0.70

Net income from discontinued operations										Net income from discontinued operations	$	0.2	$	0.9	$	0.4	$	10.6
Less: Undistributed net income available to participating securities										Less: Undistributed net income available to participating securities	0.0		0.0		0.0		(0.1)
Numerator for basic net income per share:										Numerator for basic net income per share:
Undistributed and distributed net income available to common shareholders										Undistributed and distributed net income available to common shareholders	$	0.2	$	0.9	$	0.4	$	10.5
Add: Undistributed net income allocated to participating securities										Add: Undistributed net income allocated to participating securities	0.0		0.0		0.0		0.1
Less: Undistributed net income reallocated to participating securities										Less: Undistributed net income reallocated to participating securities	0.0		0.0		0.0		(0.1)
Numerator for diluted net income per share:	Numerator for diluted net income per share:									Numerator for diluted net income per share:
Undistributed and distributed net income available to common shareholders	Undistributed and distributed net income available to common shareholders	$	0.9	$	1.1	$	10.5	$	1.0	Undistributed and distributed net income available to common shareholders	$	0.2	$	0.9	$	0.4	$	10.5

Net income per share from discontinued operations:	Net income per share from discontinued operations:									Net income per share from discontinued operations:
Basic	Basic	$	0.02	$	0.03	$	0.28	$	0.03	Basic	$	0.01	$	0.02	$	0.01	$	0.28
Diluted	Diluted	$	0.02	$	0.03	$	0.28	$	0.03	Diluted	$	0.01	$	0.02	$	0.01	$	0.28

Net income per share:	Net income per share:									Net income per share:
Basic	Basic	$	0.58	$	0.44	$	0.98	$	0.65	Basic	$	0.60	$	0.58	$	1.17	$	0.98
Diluted	Diluted	$	0.57	$	0.43	$	0.98	$	0.65	Diluted	$	0.60	$	0.57	$	1.17	$	0.98

Potentially dilutive securities	Potentially dilutive securities	0.1		0.6		0.1		0.6		Potentially dilutive securities	0.1		0.1		0.1		0.1

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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 ~~where~~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.

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6.7.Credit Facilities and Short-term Debt

The Company maintains a ~~$75~~$75.0 million secured revolving credit facility with 1 financial institution, which has a ~~five~~five- year term, maturing on October ~~28, 2021~~19, 2026 and provides for borrowings in the United States. ~~The Company is in the process of renewing this facility on similar terms and expects to extend the term of the agreement for five years before its expiration in October 2021.~~ 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 60% 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 London interbank offered rate (“LIBOR”), 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 June 30, ~~2021,~~2022, eligible collateral under the credit agreement was $75.0 million, total availability was $72.4 million, total outstanding letters of credit was $1.1 million, total outstanding borrowings was $30.0 million and total excess availability was $72.5 million, and there were 0 outstanding borrowings. The Company has restricted cash collateralizing letters of credit outstanding of $1.1 million at June 30, 2021 recorded within Other assets on the accompanying Condensed Consolidated Balance Sheets.$41.3 million. The Company was in compliance with all of the covenants of the credit agreement as of June 30, ~~2021.~~2022.

7.8.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~~activity.

Financial instruments consist primarily of investments in cash, trade accounts receivable, outstanding debt and accounts payable. The Company determines the fair value of financial instruments based on interest rates available to the Company. At June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, the carrying amounts of cash, accounts receivable, outstanding debt 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, ~~non-amortizing intangibles~~definite and ~~long-lived~~indefinite-lived intangible assets isare measured in connection with the Company’s annual impairment testing. The Company operates in 1 reporting unit and in the fourth quarter of each year performs a quantitative assessment of its goodwill by comparing the Company's fair market value, or market capitalization, to the carrying value of the Company, including goodwill, to determine if impairment exists. Any excess of the carrying amount over fair value would be charged to impairment expense.

Long-lived assets are assets used in the Company’s operations and include ~~definite-lived intangible assets,~~ leasehold improvements, warehouse and similar property used to generate sales and cash flows. ~~Long-lived~~If indicators of impairment are identified, long-lived assets are tested for impairment utilizing a recoverability test. The recoverability test compares the carrying value of an asset group to the undiscounted cash flows directly attributable to the asset group over the life of the primary asset. If the undiscounted cash flows of an asset group is less than the carrying value of the asset group, the fair value of the asset group is then measured. If the fair value is also determined to be less than the carrying value of the asset group, the asset group is impaired.

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8.~~Stock Repurchases~~

In July 2018 the Company's Board of Directors approved a share repurchase program with a repurchase authorization of up to 2000000 shares of the Company's common stock. During the first six months of 2021, 0 shares were repurchased.

During the second quarter of 2020, the Company repurchased 50,201 common shares for approximately $0.9 million and for the six months ended June 30, 2020, the Company repurchased approximately 283,450 common shares for approximately $4.8 million under its shares repurchase authorization.

9.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~~federal and state authorities, as well as Canadian authorities, concerning potential income tax ~~sales tax~~ and/or ~~"unclaimed property" liabilities.~~sales tax. These matters are in various stages of investigation, negotiation and/or litigation. The Company's discontinued operations are also being audited by an entity representing 27 states seeking recovery of “unclaimed property” and has received separate demands from 19 states requesting payments of their claimed amounts. The Company has complied with the unclaimed property audit, has provided requested information and has corresponded with the states regarding possible further discussions. 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 material 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 June 30, ~~2021~~2022 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 June 30, ~~2021~~2022 any reasonably possible losses in excess of the amounts accrued would be material to the financial statements.

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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;~~conditions, including effects of rising inflation; 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 the Coronavirus pandemic, 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;

•the temporary closing of many businesses, and reduced business activity, during the Coronavirus pandemic has negatively impacted the general economy, and decreased customer purchasing volume, generally, which negatively affected our business and may do so in future quarters until general business activity reaches pre-pandemic levels;

•additionally governmental mandated shutdowns of or restrictions on entities deemed to be non-essential businesses has negatively impacted sales of our products to those businesses and will continue to impact our sales as long as these restrictions are in place;

•the extent to which the Coronavirus pandemic continues to impact our operations and financial results will depend on numerous evolving factors including: the duration of the pandemic, our ability to keep our distribution centers operating productively and with minimal down time for Coronavirus safety and remediation efforts, governmental actions such as “stay at home” or “shelter in place” regulations or guidelines, that have been and continue to be taken in response to the pandemic, the impact, duration and severity of the pandemic on economic activity, how long it will take to return to more historic levels of economic growth, and the effect of the economic downturn on our customers and customer demand for our products;

•factors affecting the global supply chain and the shipping and distribution of products imported to the United States by us or our domestic vendors, such as extreme weather conditions, global availability of shipping containers, port congestion, and freight and fuel costs have adversely impacted our results and could continue to do so;

•these increases in freight and shipping costs have from time to time impacted our margins to the extent the increases could not be passed along to customers in a timely manner and may impact our margins again in the future;

•our reliance on common carrier delivery services for shipping inventoried merchandise to customers and our reliance on drop ship deliveries directly to customers by our product vendors for products we do not hold in inventory has also been adversely affected by these supply chain challenges;

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•delays in the timely availability of products from our suppliers has in the past and could in the future delay receipt of needed product, ~~and result~~resulting in delayed or lost sales;

•~~in this regard,~~ 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;

•quarantines, factory slowdowns or shutdowns, border closings and travel restrictions resulting from the Coronavirus pandemic have in the past and could in the future adversely affect the timely availability of products, resulting in delayed or lost sales;

•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;

•~~quarantines, factory slowdowns~~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 ~~shutdowns, border closings~~disrupted global product supply chains and ~~travel restrictions resulting from~~haveaffected our ability to timely receive and ship products, which have and could adversely impact sales;

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•other critical factors affecting the ~~Coronavirus~~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;~~sales, as well as adversely affecting our margins;

•~~liquidity constraints~~our reliance on common carrier delivery services for shipping inventoried merchandise to customers;

•our reliance on drop ship deliveries directly to customers by our product vendors ~~or customers;~~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~~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 and at a time this market is undergoing competitive changes due to the Coronavirus pandemic;

•we expect to pursue acquisitions 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;

•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, ~~including our own ability to maintain satisfactory credit agreements and to renew credit facilities,~~ could impact both our and our customers’ ability to fund purchases and conduct operations in the ordinary course; ~~and~~

•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, ~~could adversely affect~~there can be no assurance that such events would not have such impact on our business and results of ~~operation in the future.~~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 ~~2020,~~2021, describe certain factors, among others, that could contribute to or cause such differences.

Overview

~~Continuing Operations~~

Global Industrial Company, through its ~~operating~~ subsidiaries, is a value-added industrial distributor of more than a million industrial and ~~maintenance, repair and operations ("MRO")~~MRO products 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 sells a wide array of industrial and MRO products, which are marketed in North America. 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:~~

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~~these products are~~design and marketed as private ~~label~~brand products under the trademarks: GlobalTM, GlobalIndustrial.comTM, NexelTM, ParamountTM and InterionTM..

See Note 2 ~~of Notes~~ to ~~Condensed Consolidated Financial Statements~~the condensed consolidated financial statements for additional financial information about our business' geographic operations.

Discontinued Operations

~~See Note 1 and Note 4~~As disclosed above, the operating results of ~~Notes to Condensed Consolidated Financial Statements for further detail on~~ discontinued ~~operations.~~operations in the accompanying financial statements are from the NATG business sold in 2015.

Operating Conditions

The North American industrial products market is highly fragmented and we compete against 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, ~~2020~~2021 and the other information provided in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020.~~2021.

The ~~Company had a continued strong top line performance~~Company's net sales accelerated in the second quarter aswith revenue ~~increased 12.6%~~increasing 16.8% to ~~$272.6. million, its fourth consecutive~~over $318 million. Sales performance included strong results led by sales in the United States, and included growth across nearly all product categories in the quarter. Customer demand was strong across each month in the quarter, ~~of double digit growth. Sales reflect a strong pricing environment as well as~~and performance was highlighted by leading growth in ~~most core categories. Sales~~our managed sales channels. Results reflected a continuation of ~~pandemic related products~~our strategy to realign our strategic account managers, and ~~supplies declined substantially on both a year over year~~ongoing efforts to drive new business customer acquisition in key end market verticals inclusive of commercial enterprise, public sector and ~~sequential basis as businesses reopened and safety measures were eased across our selling markets. Weekly revenue accelerated as we moved through~~healthcare. Gross margins in the quarter ~~however, as our prior year sales improved into June, our rate of growth slowed~~pulled back from 30% plus in April, to low single digits in May and June. Gross margin, including both product and freight margin improved substantially on both a year over year and sequential basis. Freight margin pressuresrecord levels in the first quarter ~~were largely transitional~~ as ~~we moved~~the company continued to ~~a new third party logistics ("3PL") partner, and we completed that transition earlier than previously anticipated. Most~~evaluate price positions in light of ~~those costs did not recur during the second quarter. Product margins also showed improvement primarily associated with an improved mix into fulfillment~~changing inventory availability, impacts of record fuel surcharges in ~~stock and private label goods,~~domestic transportation, as well as ~~incremental price capture more than offsetting~~the flow through of some higher cost inventory that had been acquired in early 2022 to assure product ~~cost increases taken~~availability for our customers. These negative margin pressures were partially offset by a continued shift in ~~the quarter. In the period, the timing of cost and price increases, including the benefit of selling through lower cost first in, first out ("FIFO") inventory provided a premium~~product sales to our ~~gross margin. This timing benefit will not be as impactful~~private brands, which traditionally carry higher margin profiles than competing national brands. Selling, distribution and administrative ("SD&A") management remained disciplined and delivered operating leverage in ~~future quarters, but the company's goal is to maintain a price~~key expense categories within our distribution and ~~cost balance as we navigate this inflationary market, while at the same time offering a competitive price position.~~

logistics costs, compensation costs, and marketing costs, resulting in operating income of $30.5 million and operating margin nearing 10%.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and revenues and expenses during the period. SignificantOur significant accounting policies ~~employed by~~are described in Note 1 to the ~~Company, including the use of estimates, were presented in the Notes to~~ Consolidated Financial Statements included in Item 15 of the Company’s ~~2020~~2021 Annual Report on Form 10-K.

~~Critical~~ Certain accounting policies ~~are those that are most important to the presentation of our financial condition and results of operations,~~ require management’s most difficult, subjective and complex judgments, and involve uncertainties. The accounting policies that have been identified as critical to our business operations and understanding the results of operations pertain to leases, revenue recognition; accounts receivable and allowance for credit losses; inventory valuation; goodwill and intangible assets; long-lived assets; and income taxes. The application of each of these critical accounting policies and estimates was discussed in Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. There have been no significant changes in the application of ~~critical accounting~~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, allowances for credit losses, inventory valuation and income taxes as policies that entail significant judgments or ~~estimates during 2021.~~estimates. Management believes that full consideration has been given to all relevant circumstances that we may be subject to, and the ~~condensed~~ consolidated financial statements of the Company accurately reflect ~~management’s~~management's best estimate of the consolidated results of operations, financial position and cash flows of the Company for the ~~periods~~years presented. ~~Because of the uncertainty~~

There were no material changes in these estimates, actual results could differ from estimates used in applying the critical accounting policies. We are not aware of any reasonably likely events or circumstances which would result in different amounts being reported that would materially affect the Company’s ~~financial condition or results of operations~~significant accounting policies during the second quarter and six month period ended June 30, 2022.

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Highlights from Q2 ~~2021~~2022 and Year to Date Q2 ~~2021~~2022

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.

Second Quarter 2022 Summary:

•Consolidated sales increased ~~12.6%~~16.8% to ~~$272.6~~$318.5 million for the second quarter of ~~2021~~2022 compared to ~~$242.1~~$272.6 million last year. ~~Consolidated~~Sales increased 16.9% on an average daily sales ~~increased 11.6% to $523.7 million compared to $469.4 million last year~~basis for the ~~six months~~second quarter ended June 30, 2022. Average daily sales is calculated based upon the number of selling days in each period, with Canadian sales converted to U.S. dollars using the current year's average exchange rate. There were 64 selling days in the U.S. in each of the second quarters of 2022 and 2021, respectively, and, in Canada, there were 62 selling days in the second quarter of 2022 as compared to 63 selling days in the second quarter of 2021.

•Consolidated gross margin declined to 35.5% for the second quarter of 2022 compared to 36.0% last year.

•Consolidated operating income from continuing operations increased ~~22.9%~~23.5% to ~~$24.7~~$30.5 million for the second quarter of ~~2021~~2022 compared to ~~$20.1~~$24.7 million last year. ~~Consolidated operating income decreased 0.9% to $31.3 million compared to $31.6 million last year for the six months ended June 30, 2021.~~

•Net income per diluted share from continuing operations increased ~~37.5%~~7.3% to ~~$0.55~~$0.59 for the second quarter of ~~2021~~2022 compared to ~~$0.40~~$0.55 last ~~year and~~year.

Year to Date Q2 2022 Summary:

•Consolidated sales increased ~~12.9%~~15.9% to ~~$0.70~~$607.1 million for the six months ended June 30, ~~2021~~2022 compared to ~~$0.62~~$523.7 million last year. Sales increased 15.9% on an average daily sales basis for the six months ended June 30, 2022. There were 129 selling days in the U.S. and 126 selling days in Canada for the six months ended 2022 and 2021, respectively.

•Consolidated gross margin increased to 36.4% for the six months ended June 30, 2022 compared to 33.5% last year.

•Consolidated operating income from continuing operations increased 91.7% to $60.0 million for the six months ended June 30, 2022 compared to $31.3 million last year.

•Net income per diluted share from continuing operations ~~was benefited in~~increased 65.7% to $1.16 for the ~~quarter and year~~six months ended June 30, 2022 compared to ~~date by approximately $0.09 per share as the result of the reversal of valuation allowances against the Company's Canadian net operating losses and other deferred tax assets.~~$.70 last year.

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Results of Operations

Three and Six Months Ended June 30, ~~2021~~2022 compared to the Three and Six Months Ended June 30, ~~2020~~2021(1)

Key Performance Indicators* (in ~~millions)~~millions except for percentages and per share amounts):


		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended June 30,			Six Months Ended June 30,
		2021	2020	% Change	2021	2020	% Change		2022	2021	% Change	2022	2021	% Change
Net sales of continuing operations:	Net sales of continuing operations:							Net sales of continuing operations:

Consolidated net sales	Consolidated net sales	$272.6	$242.1	12.6%	$523.7	$469.4	11.6%	Consolidated net sales	$318.5	$272.6	16.8%	$607.1	$523.7	15.9%
Consolidated gross profit	Consolidated gross profit	$98.0	$84.8	15.6%	$175.3	$161.5	8.5%	Consolidated gross profit	$113.0	$98.0	15.3%	$220.8	$175.3	26.0%
Consolidated gross margin	Consolidated gross margin	36.0%	35.0%	1.0%	33.5%	34.4%	(0.9)%	Consolidated gross margin	35.5%	36.0%	(0.5)%	36.4%	33.5%	2.9%
Consolidated SD&A costs	Consolidated SD&A costs	$73.3	$64.7	13.3%	$144.0	$129.9	10.9%	Consolidated SD&A costs	$82.5	$73.3	12.6%	$160.8	$144.0	11.7%
Consolidated SD&A costs as a % of net sales	Consolidated SD&A costs as a % of net sales	26.9%	26.7%	0.2%	27.5%	27.7%	(0.2)%	Consolidated SD&A costs as a % of net sales	25.9%	26.9%	(1.0)%	26.5%	27.5%	(1.0)%
Operating income from continuing operations:	Operating income from continuing operations:							Operating income from continuing operations:

Consolidated operating income	Consolidated operating income	$24.7	$20.1	22.9%	$31.3	$31.6	(0.9)%	Consolidated operating income	$30.5	$24.7	23.5%	$60.0	$31.3	91.7%

Consolidated operating margin from continuing operations	Consolidated operating margin from continuing operations	9.1%	8.3%	0.8%	6.0%	6.7%	(0.7)%	Consolidated operating margin from continuing operations	9.6%	9.1%	0.5%	9.9%	6.0%	3.9%
Effective income tax rate**		14.2%	23.9%	(9.7)%	14.5%	24.8%	(10.3)%
Effective income tax rate								Effective income tax rate	25.2%	14.2%	11.0%	25.1%	14.5%	10.6%
Net income from continuing operations	Net income from continuing operations	$21.1	$15.3	37.9%	$26.6	$23.6	12.7%	Net income from continuing operations	$22.6	$21.1	7.1%	$44.4	$26.6	66.2%
Net margin from continuing operations		7.7%	6.3%	1.4%	5.1%	5.0%	0.1%
Net income margin from continuing operations								Net income margin from continuing operations	7.1%	7.7%	(0.6)%	7.3%	5.1%	2.2%
Net income per diluted share from continuing operations	Net income per diluted share from continuing operations	$0.55	$0.40	37.5%	$0.70	$0.62	12.9%	Net income per diluted share from continuing operations	$0.59	$0.55	7.3%	$1.16	$0.70	65.7%
Net income from discontinued operations	Net income from discontinued operations	$0.9	$1.1	(18.2)%	$10.6	1.0	960.0%	Net income from discontinued operations	$0.2	$0.9	(77.8)%	$0.4	10.6	(96.2)%
Net income per diluted share from discontinued operations								Net income per diluted share from discontinued operations	$0.01	$0.02	(50.0)%	0.01	0.28	(96.4)%

*excludes discontinued operations (See Note 4 of Notes to Condensed Consolidated Financial Statements).

**During the second quarter of 2021, the Company reversed approximately $3.4 million, or $0.09 per diluted share, in valuation allowances against the net operating losses and deferred tax assets of its Canadian subsidiary.


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 ~~quarter~~quarters ended on July 2, 2022 and July 3, 2021, respectively, and ~~June 27, 2020. The~~the second ~~quarter~~quarters of both 2022 and 2021 ~~and 2020~~each included 13 weeks and the first six months of both ~~2021~~2022 and ~~2020~~2021 included 26 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 64 selling days in the U.S. in each of the second quarters of 2022 and 2021, respectively, and in Canada, there were 62 selling days in the second quarter of 2022 as compared to 63 selling days in the second quarter of 2021. There were 129 selling days in the U.S. and 126 selling days in Canada for the six months ended 2022 and 2021, respectively.

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Management’s discussion and analysis that follows will include current operations and discontinued operations.

NET SALES

The Company's net sales increased ~~12.6%~~16.8% during the quarter ended June 30, ~~2021 as the Company's sales reflect strong sales of seasonal products, a beneficial pricing environment,~~2022 and strong customer demand for our private label products. Total customer demand in the second quarter outpaced our realized growth rate of 12.6% as open orders increased as we moved through the period due to supply chain constraints which delayed our ability to fulfill select orders. Demand accelerated as we moved through the quarter on an absolute basis, however, our rate of growth slowed to approximately 3% in June due to both the previously mentioned increase in open orders as well as the fact that our prior year comparatives showed improvement due to the surge of demand for safety and other personal protective equipment ("PPE") product last year. For the six months ended June 30, 2021, net sales increased 11.6% reflecting a continued recovery in core categories and solid customer demand for our private label products.

U.S. sales increased 12.2% in the quarter ended June 30, 2021 compared to the same period in 2020 and Canada sales were up approximately 18.0%, 4.9% in local currency. Consolidated average daily sales increased 12.6% compared to the same period last year. For the six months ended June 30, 2021, U.S. sales increased 10.4% compared to the same period in 2020 and Canada sales were up approximately 30.2%, 19.0% in local currency. Consolidated average daily sales15.9% for the six months ended June 30, ~~2021 increased 10.8%~~2022 as compared to the same ~~period last year.~~periods in 2021. The Company's sales reflect a continuing strong customer demand environment and a leading performance by our managed sales group. U.S. sales increased 18.2% for the quarter and 16.4% for the first six months of 2022 compared to the same periods in 2021. Canada sales, in local currency, were up 2.4% and 11.8%, respectively. In USD, Canada sales declined 1.6% for the second quarter and increased 9.6% for the first six months of 2022. Consolidated average daily sales increased 16.9% during the quarter ended June 30, 2022 and increased 15.9% for the six months ended June 30, 2022.

There were 64 selling days in the ~~United States~~U.S. in each of the second quarters of 2022 and 2021, respectively, and in Canada, there were 62 selling days in the second quarter of ~~2021 and 2020 and 129 selling days in the first six months of 2021~~2022 as compared to ~~128 selling days in 2020. In Canada there were~~ 63 selling days in the second quarter of 2021 ~~and 2020~~. There were 129 selling days in the U.S. and 126 selling days in Canada for the ~~first~~ six months ofended 2022 and 2021, ~~and 2020.~~respectively.

GROSS MARGIN

Gross margin is dependent on variables such as product mix including sourcing and category, 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 ~~have in the past and~~ may ~~in the future~~ result in fluctuations in gross margin. The Company expects to see continued margin variability due to the current economic environment, inflationary pressures on both transportation and raw material costs, ~~changes in mix as a result of the normalization of our customer’s demand of PPE~~ and ~~other related products, and historical seasonality.~~pricing pressures caused by inflated inventory levels.

Gross margin ~~improved~~declined by ~~100~~50 basis points in the second quarter of ~~2021 as~~2022 compared to the second quarter of ~~2020 and improved by 520 basis points sequentially as compared to~~2021 reflecting the ~~first quarter~~impact of ~~2021. Improvement on a year over year basis was primarily the result of mix between in stock and private label products,~~freight fuel surcharges, certain promotional activities, as well as ~~price capture which provided a net margin benefit as sell price was realized in advance~~the flow through of ~~selling through~~some higher cost ~~inventory. These changes also contributed to~~inventory, which were partially offset by the ~~sequential quarterly improvement, but were supplemented by a reduction~~continued increase in transportation costs as we completed our 3PL conversion early in May, as well as a significantly reduced impact of changes to our inventory reserve that were recognized in the first quarter related to the write down of certain PPE products.private brand sales mix. Gross margin ~~declined approximately 90~~increased 290 basis points for the six months ended June 30, ~~2021 attributable~~2022, driven by the continued normalization of freight margins as compared to ~~multiple factors including an inventory write-down~~the transitory costs incurred in the first six months of ~~$2.7 million~~2021 related to ~~certain PPE products, transitional costs incurred when moving~~the transition to ~~our 3PL~~a new less-than-truckload ("LTL") freight partner, ~~and continued ocean freight pricing pressures~~ partially offset by ~~favorable product margins as~~freight fuel surcharges incurred in the second quarter of 2022. Other contributing factors to our increased gross margin for the six months ended June 30, 2022 include higher margin private ~~label offering captured~~brands capturing a larger share of our sales ~~mix. Margin variability is still likely period~~mix and a reduction in inventory adjustments as compared to ~~period as inflationary pressures~~a write-down of certain personal protection equipment products occurred in ~~product costs, domestic transportation, and ocean freight rates continue to be a risk to~~ the ~~business.~~

first quarter last year.

SELLING, DISTRIBUTION AND ADMINISTRATIVE EXPENSES (“SD&A”)

~~SD&A costs as a percentage of sales increased 20 basis points compared to~~For the second quarter of 2020. In the second quarter of 2021, the significant cost increases primarily reflect the increased marketing investment of approximately $2.5 million to support customer demand shift to core product linesthree and private label and away from PPE, partially offset by fixed cost leverage as sales volume grew. Other cost increases include increased salary, healthcare and other employee related costs of approximately $1.8 million, increased consulting and professional fees of approximately $1.2 million related to our continuing customer centric strategy initiatives and our e-commerce optimization project, and increased temporary labor costs of approximately $0.9 million as distribution center labor availability remains tight. Additional increased rent and related costs of approximately $0.6 million and increased dues and subscription fees of approximately $0.4 million.

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six month periods ended June 30, 2022, SD&A costs as a percentage of sales decreased 20100 basis points compared to the ~~six months ended June 30, 2020.~~same periods in 2021. This improved SD&A leverage primarily reflects targeted SD&A discipline and fixed cost leverage resulting from the sales growth in the ~~period. Significant~~quarter. In the second quarter of 2022, the significant cost ~~increases~~decreases include lower contract services and consulting and professional fees of approximately ~~$3.7~~$0.2 million. Offsetting these decreased costs was approximately $4.2 million ofrelated to increased salary ~~healthcare~~ and ~~other employee~~ related costs, of which approximately $2.1 million ofrelated to higher variable compensation directly related to the Company's financial performance, increased temporary ~~help/~~help ~~wanted advertising spend in certain~~and recruitment costs of ~~our warehouses and back office functions, $2.3~~approximately $0.6 million, of increased ~~net~~ internet advertising spend of approximately $2.3 million, net catalog and trade show costs of approximately $0.1 million related to ~~support customer demand shift~~our national trade show held in June 2022 and increased insurance costs of approximately $0.2 million. For the six months ended June 30, 2022, the significant cost decreases include lower contract services of approximately $0.3 million. Offsetting these decreased costs was approximately $9.3 million related to ~~core product lines and private label products, $1.0 million of~~ increased ~~rent~~salary and related costs, ~~offset by an insurance recovery~~of which approximately $4.9 million related to higher variable compensation directly related to the Company's financial performance, increased internet advertising spend of approximately ~~$0.4~~$3.5 million, net catalog and trade show costs of approximately $0.2 million related to our national trade show held in June 2022 and increased insurance costs of approximately $0.3 million.

DISCONTINUED OPERATIONS ~~AND SPECIAL CHARGES~~

For the three and six month periods ended June 30, 2022, the Company's discontinued operations recorded net income of approximately $0.2 million and $0.4 million, respectively, primarily related to the resolution of certain liabilities. The Company expects that total additional exit charges related to discontinued operations after this quarter may aggregate up to $0.5 million.

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In the second quarter ended June 30, 2021, the Company's discontinued operations recorded a de minimis amount of special charges and recorded approximately $1.8 million in benefit ~~from settlement~~related to the resolution of ~~payable accounts~~certain liabilities offset by operating expenses of approximately $0.4 million and approximately $0.5 million offor provision for income ~~tax expense.~~taxes. For the six months ended June 30, 2021, the Company's discontinued operations received approximately $15.0 million in restitution receipts ~~recorded $2.3~~offset by approximately $3.0 million ~~in benefit from settlement~~ of ~~payable accounts and received~~related professional fees, recorded approximately $0.1 million in vendor ~~settlements. Offsetting these amounts for the six months ended June 30, 2021 was~~settlements and recorded approximately ~~$3.0~~$2.3 million ~~of professional fees~~in benefit related to the ~~ongoing restitution proceedings, operating expenses~~resolution of certain liabilities. Discontinued operations also recorded approximately $0.4 million of operating expenses and approximately $3.4 million offor provision for income ~~tax expense. The Company expects that total additional exit charges related to discontinued operations after this quarter may aggregate up to $0.5 million.~~

In the second quarter ended June 30, 2020, the Company's discontinued operations received approximately $1.9 million in restitution receipts and $0.1 million in vendor settlements offset by approximately $0.4 million of professional fees and recorded approximately $0.5 million of income tax expense. For the six months ended June 30, 2020, the Company's discontinued operations received approximately $1.9 million in restitution receipts and $0.1 million in vendor settlements offset by approximately $0.5 million of professional fees and recorded approximately $0.5 million in income tax expense.taxes.

OPERATING MARGIN

Operating margin for the three ~~months~~and six month periods ended June 30, ~~2021~~2022 improved by 8050 basis points ~~compared to the second quarter in 2020. As discussed above, this improvement was driven by improved gross margins, partially offset by a slight increase in SD&A expense as a percentage of sales.~~

~~Operating margin for the six months ended June 30, 2021 declined by 70~~and 390 basis points, respectively, compared to the same ~~period~~periods in ~~2020. This decline~~2021. As discussed above, the three and six month increase was driven by ~~primarily by gross~~continued normalization of freight margins ~~partially~~ offset by freight fuel surcharges, certain promotional activities, flow through of some higher cost inventory, favorable product margins as our higher margin private brands captured a ~~slight decrease in~~larger share of our sales mix, and SD&A ~~expense as a percentage of sales.~~leverage.

INTEREST AND OTHER ~~(INCOME)~~ EXPENSE, NET

Interest and other ~~(income)~~ expense, net from continuing operations was $0.3 million in the second quarter of 2022 compared to $0.1 million in the second quarter of 2021 and ~~a de minimis amount in the second quarter of 2020. For~~for the six months ended June 30, ~~2021~~2022 and ~~2020,~~2021, interest and other ~~(income)~~ expense, net from continuing operations was $0.7 million and $0.2 million, respectively, which primarily related to interest and foreign ~~currency~~ exchange losses.

INCOME TAXES

For the three and six month periods ended June 30, 2022, the Company reported income taxes in continuing operations of approximately $7.6 million and $14.9 million, respectively, related to its U.S., Canada and India operations including tax expense for certain U.S. states.

In the three month period ended June 30, 2021, the Company reported income taxes in continuing operations of approximately $3.5 million. The second quarter 2021 tax rate was benefited by the reversal of valuation allowances against the Company's Canadian net operating losses and other deferred tax assets of approximately $3.4 million, or $0.09 per diluted share, as well as excess benefits from stock option exercises of approximately $0.1 million. The Company reversed these valuation allowances as it ~~now believes~~believed it iswas more likely than not that the net operating losses and deferred tax assets of its Canadian subsidiary ~~will~~would be realized. In the six month period ended June 30, 2021, the Company reported income taxes in continuing operations of approximately $4.5 million. The six month 2021 tax rate was benefited by the above mentioned reversal of valuation allowances of approximately $3.4 million, or $0.09 per diluted share, as well as excess benefits from stock option exercises of approximately $0.5 million.

In the three month period ended June 30, 2020, the Company reported income taxes in continuing operations of approximately $4.8 million related to its U.S. and India operations including tax expense for certain U.S. states. The second quarter 2020 tax rate was benefited by pre-tax income in Canada of approximately $1.2 million. For Canadian tax purposes, the Company has full valuation allowances against the deferred tax assets, including net operating losses, of its Canadian subsidiary and taxable

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income is fully offset by these net operating losses. In the six month period ended June 30, 2020, the Company reported income taxes in continuing operations of approximately $7.8 million related to its U.S. and India operations including tax expense for certain U.S. states.

Financial Condition, Liquidity and Capital Resources

The following tables present selected liquidity data and historical cash flows (in millions):

Selected liquidity data


		June 30, 2021		December 31, 2020		$ Change			June 30, 2022		December 31, 2021		$ Change
Cash and cash equivalents	Cash and cash equivalents	$	41.6	$	22.4	$	19.2	Cash and cash equivalents	$	23.5	$	15.4	$	8.1
Accounts receivable, net	Accounts receivable, net	$	111.2	$	102.3	$	8.9	Accounts receivable, net	$	135.1	$	106.8	$	28.3
Inventories	Inventories	$	131.4	$	132.3	$	(0.9)	Inventories	$	205.7	$	172.8	$	32.9
Prepaid expenses and other current assets	Prepaid expenses and other current assets	$	8.1	$	6.8	$	1.3	Prepaid expenses and other current assets	$	7.8	$	6.4	$	1.4
Accounts payable	Accounts payable	$	130.1	$	125.4	$	4.7	Accounts payable	$	128.7	$	114.4	$	14.3

Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	$	50.1	$	50.7	$	(0.6)	Accrued expenses and other current liabilities	$	48.8	$	50.5	$	(1.7)
Short-term debt								Short-term debt	$	30.0	$	4.5	$	25.5
Operating lease liabilities	Operating lease liabilities	$	10.1	$	10.3	$	(0.2)	Operating lease liabilities	$	11.9	$	10.5	$	1.4
Working capital	Working capital	$	102.0	$	77.4	$	24.6	Working capital	$	152.7	$	121.5	$	31.2

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Historical Cash Flows


		Six Months Ended June 30,					Six Months Ended June 30,
		2021		2020			2022		2021
Net cash provided by operating activities from continuing operations		$	20.5	$	13.4
Net cash (used in) provided by operating activities from continuing operations						Net cash (used in) provided by operating activities from continuing operations	$	(2.1)	$	20.5
Net cash provided by operating activities from discontinued operations	Net cash provided by operating activities from discontinued operations	$	11.8	$	1.0	Net cash provided by operating activities from discontinued operations	$	0.0	$	11.8
Net cash used in investing activities from continuing operations	Net cash used in investing activities from continuing operations	$	(2.1)	$	(0.4)	Net cash used in investing activities from continuing operations	$	(2.1)	$	(2.1)

Net cash used in financing activities from continuing operations		$	(11.5)	$	(53.0)
Net cash provided by (used in) financing activities from continuing operations						Net cash provided by (used in) financing activities from continuing operations	$	12.5	$	(11.5)

Effects of exchange rates on cash	Effects of exchange rates on cash	$	0.0	$	(0.1)	Effects of exchange rates on cash	$	(0.2)	$	0.0
Net increase (decrease) in cash and cash equivalents		$	18.7	$	(39.1)
Net increase in cash and cash equivalents						Net increase in cash and cash equivalents	$	8.1	$	18.7

Our primary liquidity needs are to support working capital requirements in our business, ~~and to fund~~including inflationary cost pressure within inventory, funding recently declared and any future dividends, funding capital expenditures and inventory purchases related to a new distribution center lease in Canada, debt repayment, continuing investment in upgrading and expanding our technological capabilities and information technology infrastructure specifically related to our e-commerce shopping experience and sales force productivity and automation, continuing investment in upgrading and expanding our distribution footprint and funding acquisitions. We rely principally upon operating cash flow to meet these needs. We currently believe that current cash on hand, ~~and~~ 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 inclusive of a continuation of current business conditions.~~months. We ~~also~~ 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 ~~$24.6~~$31.2 million primarily related to increased ~~cash,~~inventory balances, accounts receivable, ~~and~~ reduced accrued expenses and other current liabilities partially offset by increased short-term debt and accounts payable balances. Our debt position reflects increased borrowings to meet working capital needs related to inventory investments to support longer lead times in our supply chain. Accounts receivable days outstanding were 38.2 in 2022 compared to 36.4 in 2021, inventory turns were 4.0 in 2022 compared to ~~38.0 in 2020. Inventory turns were~~ 5.4 in 2021 ~~and 2020~~ and accounts payable days outstanding were 62.9 in 2022 compared to 67.5 in ~~2021 compared to 71.9 in 2020.~~2021. We expect that future accounts receivable, inventory and accounts payable balances will fluctuate with net sales and the product mix of our net sales.

Operating Activities

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Net cash ~~provided by~~used in operating activities from continuing operations was ~~$20.5~~$2.1 million compared to ~~$13.4~~$20.5 million ~~resulting from~~provided in 2021, attributable to changes in our working capital accounts which used ~~$7.9~~$51.4 million in cash ~~in 2021~~ compared to ~~$14.9~~$7.9 million used in ~~2020,~~2021, primarily the result of the changes in inventory, accounts receivable, ~~income taxes~~accounts payable, accrued expenses, other current liabilities and ~~accounts payable~~other liabilities balances. Cash generated from net income adjusted by other non-cash items, provided $49.3 million in 2022 compared to $28.4 million ~~compared to $28.3 million~~provided by these items in ~~2020~~2021 primarily due to higher net income generated in the six months ended June 30, ~~2021 offset~~2022. Net cash provided by operating activities from discontinued operations was de minimis for the ~~reversal of the valuation allowances against the~~six months ended June 30, 2022 and net ~~operating losses and deferred tax assets of our Canadian subsidiary. Net~~ cash provided by operating activities from discontinued operations was $11.8 million for the six months ended June 30, ~~2021 and $1.0 million for the six months ended June 30, 2020.~~2021.

Investing Activities

Net cash used in investing activities totaled $2.1 million and was ~~primarily~~used for warehouse machinery and equipment, ~~for the recent expansion of~~primarily related to our ~~New Jersey~~new Canadian distribution ~~center.~~center, leasehold improvements, computer equipment and software. Net cash used in investing activities in ~~2020~~2021 totaled ~~$0.4~~$2.1 million primarily for ~~leasehold improvements,~~ warehouse machinery and equipment ~~and molds.~~related to our New Jersey distribution center.

Financing Activities

Net cash provided by financing activities totaled $12.5 million in 2022 primarily related to the net proceeds from short-term borrowings of $25.5 million. Proceeds from the issuance of common stock from employee stock purchase plan totaled $0.6 million and proceeds from the issuance of common stock from stock option exercises, net of payments for payroll taxes through shares withheld, totaled $0.3 million. Dividends paid related to the regular quarterly dividend of $0.18 per share declared in

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February 2022 and May 2022 which totaled approximately $13.9 million. Net cash used in financing activities in 2021 totaled $11.5 million ~~in 2021~~ primarily related to the regular quarterly dividend of $0.16 per share, which totaled ~~approximately~~ $12.5 million. Proceeds from the issuance of common stock from stock option exercises, net of payments for payroll taxes through shares withheld totaled $0.5 million and proceeds from the issuance of common stock from our employee stock purchase plan totaled $0.5 million. Net cash used in financing activities in 2020 totaled $53.0 million primarily related to the special dividend of $1.00 declared in February 2020 and the regular quarterly dividends of $0.14 per share, which totaled approximately $48.6 million and repurchases of treasury shares of $4.8 million. Proceeds from the issuance of common stock from employee stock purchase plan was $0.4 million and proceeds from stock option exercises was $0.3 million, offset by payments of payroll taxes on stock-based compensation through shares withheld of $0.3 million.

The Company maintains a $75.0 million secured revolving credit facility with one financial institution, which has a five year term, maturing on October ~~28, 2021~~19, 2026 and provides for borrowings in the United States. ~~The Company is in the process of renewing this facility on similar terms and expects to extend the term of the agreement for five years before its expiration in October 2021.~~ 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 60% 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 London interbank offered rate (“LIBOR”), 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 June 30, ~~2021,~~2022, eligible collateral under the credit agreement was $75.0 million, total availability was $72.4 million, total outstanding letters of credit was $1.1 million, total outstanding borrowings was $30.0 million and total excess availability was $72.5 million and there were no outstanding borrowings. The Company has restricted cash collateralizing letters of credit outstanding of $1.1 million at June 30, 2021 recorded within Other assets on the accompanying Condensed Consolidated Balance Sheets.$41.3 million. The Company was in compliance with all of the covenants of the credit agreement as of June 30, ~~2021.~~

We also have certain obligations with various parties that include commitments to make future payments. Our principal commitments at June 30, 2021 consisted of payments under operating leases for certain of our real property and equipment and payments under employment, product and other service agreements. For the six months ended June 30, 2021, the Company entered into a lease for new office space, additional warehouse space, and renewed warehouse and two office space leases. Right of Use assets recorded related to these transactions were approximately $2.6 million.2022.

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.

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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 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.~~resources, cash flow from operations and borrowing under our current credit facility. In ~~2021~~2022 we anticipate capital expenditures in the range of ~~$5.0~~$7.0 to ~~$7.0~~$9.0 million, though at this time we are not contractually committed to incur these expenditures.

~~Historically~~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 inusing 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 ~~equivalent~~equivalents that have maturities of less than three months and in non-interest bearing accounts that partially offset banking fees. As of June 30, ~~2021,~~2022, we had no investments with maturities of greater than three months. Accordingly, we do not believe that our ~~investments~~cash balances have significant exposure to interest rate risk. At June 30, ~~2021~~2022 cash balances held in foreign subsidiaries totaled approximately ~~$5.7~~$5.5 million. These balances are held in local country ~~banks.~~banks and are held primarily to support local working capital needs. The Company had in excess of ~~$109~~$59 million of liquidity (cash ~~restricted cash~~ and undrawn line of credit) in the U.S. as of June 30, ~~2021.~~2022.

~~Off-balance Sheet Arrangements.~~Material Cash Requirements

~~The Company has not created,~~We are obligated under non-cancelable operating leases for the rental of our facilities and certain of our equipment which expires at various dates through 2032. As of June 30, 2022 we were obligated for approximately $107.8 million under these non-cancelable leases. In 2022 we anticipate remaining cash expenditures of approximately $7.8 million for these operating leases. We have sublease agreements for unused space we lease in the United States. In the event the sub lessee is ~~not~~unable to fulfill its obligations, we would be responsible for remaining rents due under the leases.

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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 June 30, 2022, we had $1.1 million of standby letters of credit outstanding.

We are party to ~~any special-purpose or off-balance sheet entities for~~certain litigation, the ~~purpose~~outcome of ~~raising capital, incurring debt or operating the Company’s business. The Company does~~which we believe, based on discussions with legal counsel, will not have ~~any arrangements or relationships with entities that are not~~a material adverse effect on our condensed consolidated ~~into the~~ financial ~~statements that are reasonably likely to materially affect the Company’s liquidity or the availability of capital resources.~~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 June 30, ~~2021~~2022 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 June 30, ~~2021, there were no~~2022, $30.0 million was outstanding ~~balances~~ 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 June 30, ~~2021.~~2022. Based upon this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective.

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.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting during the quarterly period ended June 30, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, the Company’s 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 9, 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 2021 Annual Report on Form 10-K.

There were no material changes to the Company’s risk factors during the second quarter and six months ended June 30, 2022.

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Item 6. Exhibits


10.1			Amendment No. 2, dated as of June 28, 2022, to the Third Amended and Restated Credit Agreement by and among Global Industrial Company (f/k/a Systemax Inc.) and certain affiliates thereof, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (filed herewith)

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)

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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: August ~~5, 2021~~2, 2022	By:	/s/ Barry Litwin
		Barry Litwin
		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: August ~~5, 2021~~2, 2022	By:	/s/ Thomas Clark
		Thomas Clark
		Senior Vice President and Chief Financial Officer

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