Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-13792 | |
Entity Registrant Name | Global Industrial Company | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 11-3262067 | |
Entity Address, Address Line One | 11 Harbor Park Drive | |
Entity Address, City or Town | Port Washington | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11050 | |
City Area Code | 516 | |
Local Phone Number | 608-7000 | |
Title of 12(b) Security | Common Stock ($.01 par value) | |
Trading Symbol | GIC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 38,027,625 | |
Entity Central Index Key | 0000945114 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 44.9 | $ 28.5 |
Accounts receivable, net | 140.5 | 108 |
Inventories | 164.3 | 179.4 |
Prepaid expenses and other current assets | 9.7 | 9.8 |
Total current assets | 359.4 | 325.7 |
Property, plant and equipment, net | 20.6 | 21 |
Operating lease right-of-use assets | 90.7 | 90.3 |
Deferred income taxes | 9.9 | 9.9 |
Goodwill and intangible assets | 71.5 | 6.6 |
Other assets | 1.9 | 1.7 |
Total assets | 554 | 455.2 |
Current liabilities: | ||
Accounts payable | 118.8 | 96.9 |
Accrued expenses and other current liabilities | 58.3 | 43.2 |
Short-term debt | 40.3 | 0.6 |
Operating lease liabilities | 13.9 | 12.4 |
Total current liabilities | 231.3 | 153.1 |
Operating lease liabilities | 88 | 89.1 |
Other liabilities | 2.9 | 2.6 |
Total liabilities | 322.2 | 244.8 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Preferred stock | 0 | 0 |
Common stock | 0.4 | 0.4 |
Additional paid-in capital | 202.3 | 201.2 |
Treasury stock | (18.9) | (19.5) |
Retained earnings | 45.3 | 25.9 |
Accumulated other comprehensive income | 2.7 | 2.4 |
Total shareholders’ equity | 231.8 | 210.4 |
Total liabilities and shareholders’ equity | $ 554 | $ 455.2 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 325.8 | $ 318.5 | $ 599.6 | $ 607.1 |
Cost of sales | 212.9 | 205.5 | 388.3 | 386.3 |
Gross profit | 112.9 | 113 | 211.3 | 220.8 |
Selling, distribution & administrative expenses | 83.8 | 82.5 | 164.4 | 160.8 |
Operating income from continuing operations | 29.1 | 30.5 | 46.9 | 60 |
Interest and other expense, net | 0.3 | 0.3 | 0.5 | 0.7 |
Income from continuing operations before income taxes | 28.8 | 30.2 | 46.4 | 59.3 |
Provision for income taxes | 7.3 | 7.6 | 11.6 | 14.9 |
Net income from continuing operations | 21.5 | 22.6 | 34.8 | 44.4 |
Net (loss) income from discontinued operations, net of tax | 0 | 0.2 | (0.1) | 0.4 |
Net income | $ 21.5 | $ 22.8 | $ 34.7 | $ 44.8 |
Net income per common share from continuing operations: | ||||
Basic (in dollars per share) | $ 0.56 | $ 0.59 | $ 0.91 | $ 1.16 |
Diluted (in dollars per share) | 0.56 | 0.59 | 0.91 | 1.16 |
Net (loss) income per common share from discontinued operations: | ||||
Basic (in dollars per share) | 0 | 0.01 | 0 | 0.01 |
Diluted (in dollars per share) | 0 | 0.01 | 0 | 0.01 |
Net income per common share: | ||||
Basic (in dollars per share) | 0.56 | 0.60 | 0.91 | 1.17 |
Diluted (in dollars per share) | $ 0.56 | $ 0.60 | $ 0.91 | $ 1.17 |
Weighted average common and common equivalent shares: | ||||
Basic (in shares) | 38.1 | 38 | 38.1 | 37.9 |
Diluted (in shares) | 38.2 | 38.1 | 38.2 | 38 |
Dividends declared (in dollars per share) | $ 0.20 | $ 0.18 | $ 0.40 | $ 0.36 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 21.5 | $ 22.8 | $ 34.7 | $ 44.8 |
Other comprehensive income: | ||||
Foreign currency translation | 0.2 | (0.4) | 0.3 | (0.3) |
Total comprehensive income | $ 21.7 | $ 22.4 | $ 35 | $ 44.5 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities: | |||||
Net income from continuing operations | $ 21.5 | $ 22.6 | $ 34.8 | $ 44.4 | |
Adjustments to reconcile net income from continuing operations to net cash provided by (used in) operating activities: | |||||
Depreciation and amortization | 2.6 | 1.8 | |||
Provision for credit losses | 1.4 | 1 | |||
Stock-based compensation | 1.2 | 2.4 | |||
Provision for deferred taxes | 0.1 | (0.3) | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (16.9) | (29.5) | |||
Inventories | 25.6 | (33) | |||
Prepaid expenses and other assets | 0.4 | (0.3) | |||
Income taxes payable | 3.6 | (6.1) | |||
Accounts payable | 8.9 | 14.5 | |||
Accrued expenses, other current liabilities and other liabilities | 3.8 | 3 | |||
Net cash provided by (used in) operating activities from continuing operations | 65.5 | (2.1) | |||
Net cash used in operating activities from discontinued operations | (0.2) | 0 | |||
Net cash provided by (used in) operating activities | 65.3 | (2.1) | |||
Cash flows from investing activities: | |||||
Purchases of property, plant and equipment | (1.4) | (2.1) | |||
Purchase of Indoff LLC, net of cash acquired | (72.3) | 0 | |||
Net cash used in investing activities from continuing operations | (73.7) | (2.1) | |||
Cash flows from financing activities: | |||||
Proceeds from short-term borrowings | 50.6 | 95.4 | |||
Repayment of short-term borrowings | (10.9) | (69.9) | |||
Dividends paid | (15.3) | (13.9) | |||
Proceeds from issuance of common stock | 0.3 | 0.7 | |||
Payment of payroll taxes on stock-based compensation through shares withheld | (0.5) | (0.4) | |||
Proceeds from the issuance of common stock from employee stock purchase plan | 0.7 | 0.6 | |||
Net cash provided by financing activities from continuing operations | 24.9 | 12.5 | |||
Effects of exchange rates on cash | (0.1) | (0.2) | |||
Net increase in cash | 16.4 | 8.1 | |||
Cash and cash equivalents – beginning of period | 28.5 | 15.4 | $ 15.4 | ||
Cash and cash equivalents – end of period | $ 44.9 | $ 23.5 | 44.9 | 23.5 | 28.5 |
Supplemental disclosures of non-cash investing and financing activities: | |||||
Right-of-use asset obtained in exchange for operating lease obligations, operating leases | $ 5.9 | $ 34.6 | $ 34.5 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained (Deficit) Earnings | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Dec. 31, 2021 | 37,854 | |||||
Beginning balance at Dec. 31, 2021 | $ 153.6 | $ 0.4 | $ 195.8 | $ (20.4) | $ (25.5) | $ 3.3 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 1 | 1 | ||||
Issuance of restricted stock (in shares) | 22 | |||||
Issuance of restricted stock | 0 | (0.4) | 0.4 | |||
Stock withheld for employee taxes (in shares) | (11) | |||||
Stock withheld for employee taxes | (0.4) | (0.4) | ||||
Proceeds from issuance of common stock (in shares) | 29 | |||||
Proceeds from issuance of common stock | 0.7 | 0.1 | 0.6 | |||
Issuance of shares under employee stock purchase plan (in shares) | 23 | |||||
Issuance of shares under employee stock purchase plan | 0.6 | 0.6 | ||||
Dividends | (6.8) | (6.8) | ||||
Change in cumulative translation adjustment | 0.1 | 0.1 | ||||
Net income | 22 | 22 | ||||
Ending balance (in shares) at Mar. 31, 2022 | 37,917 | |||||
Ending balance at Mar. 31, 2022 | 170.8 | $ 0.4 | 197.1 | (19.8) | (10.3) | 3.4 |
Beginning balance (in shares) at Dec. 31, 2021 | 37,854 | |||||
Beginning balance at Dec. 31, 2021 | 153.6 | $ 0.4 | 195.8 | (20.4) | (25.5) | 3.3 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Change in cumulative translation adjustment | (0.3) | |||||
Net income | 44.8 | |||||
Ending balance (in shares) at Jun. 30, 2022 | 37,928 | |||||
Ending balance at Jun. 30, 2022 | 187.7 | $ 0.4 | 198.3 | (19.6) | 5.6 | 3 |
Beginning balance (in shares) at Mar. 31, 2022 | 37,917 | |||||
Beginning balance at Mar. 31, 2022 | 170.8 | $ 0.4 | 197.1 | (19.8) | (10.3) | 3.4 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 1.4 | 1.4 | ||||
Issuance of restricted stock (in shares) | 10 | |||||
Issuance of restricted stock | 0 | (0.2) | 0.2 | |||
Proceeds from issuance of common stock (in shares) | 1 | |||||
Dividends | (6.9) | (6.9) | ||||
Change in cumulative translation adjustment | (0.4) | (0.4) | ||||
Net income | 22.8 | 22.8 | ||||
Ending balance (in shares) at Jun. 30, 2022 | 37,928 | |||||
Ending balance at Jun. 30, 2022 | 187.7 | $ 0.4 | 198.3 | (19.6) | 5.6 | 3 |
Beginning balance (in shares) at Dec. 31, 2022 | 37,961 | |||||
Beginning balance at Dec. 31, 2022 | 210.4 | $ 0.4 | 201.2 | (19.5) | 25.9 | 2.4 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 0.6 | 0.6 | ||||
Issuance of restricted stock (in shares) | 36 | |||||
Issuance of restricted stock | 0 | (0.6) | 0.6 | |||
Stock withheld for employee taxes (in shares) | (14) | |||||
Stock withheld for employee taxes | (0.4) | (0.1) | (0.3) | |||
Proceeds from issuance of common stock (in shares) | 3 | |||||
Proceeds from issuance of common stock | 0.1 | 0 | 0.1 | |||
Issuance of shares under employee stock purchase plan (in shares) | 31 | |||||
Issuance of shares under employee stock purchase plan | 0.7 | 0.7 | ||||
Dividends | (7.7) | (7.7) | ||||
Change in cumulative translation adjustment | 0.1 | 0.1 | ||||
Net income | 13.2 | 13.2 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 38,017 | |||||
Ending balance at Mar. 31, 2023 | 217 | $ 0.4 | 201.8 | (19.1) | 31.4 | 2.5 |
Beginning balance (in shares) at Dec. 31, 2022 | 37,961 | |||||
Beginning balance at Dec. 31, 2022 | 210.4 | $ 0.4 | 201.2 | (19.5) | 25.9 | 2.4 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Change in cumulative translation adjustment | 0.3 | |||||
Net income | 34.7 | |||||
Ending balance (in shares) at Jun. 30, 2023 | 38,031 | |||||
Ending balance at Jun. 30, 2023 | 231.8 | $ 0.4 | 202.3 | (18.9) | 45.3 | 2.7 |
Beginning balance (in shares) at Mar. 31, 2023 | 38,017 | |||||
Beginning balance at Mar. 31, 2023 | 217 | $ 0.4 | 201.8 | (19.1) | 31.4 | 2.5 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | 0.6 | 0.6 | ||||
Issuance of restricted stock (in shares) | 8 | |||||
Issuance of restricted stock | 0 | (0.1) | 0.1 | |||
Stock withheld for employee taxes (in shares) | (2) | |||||
Stock withheld for employee taxes | (0.1) | (0.1) | 0 | |||
Proceeds from issuance of common stock (in shares) | 8 | |||||
Proceeds from issuance of common stock | 0.2 | 0.1 | 0.1 | |||
Dividends | (7.6) | (7.6) | ||||
Change in cumulative translation adjustment | 0.2 | 0.2 | ||||
Net income | 21.5 | 21.5 | ||||
Ending balance (in shares) at Jun. 30, 2023 | 38,031 | |||||
Ending balance at Jun. 30, 2023 | $ 231.8 | $ 0.4 | $ 202.3 | $ (18.9) | $ 45.3 | $ 2.7 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of Global Industrial Company, 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 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. The Company operates and is internally managed in one reportable business segment. The Company sells a wide array of industrial and MRO products, markets the Company has served since 1949. Because of the large number of products and product categories the Company offers, providing information on the amount of revenue derived from transactions with external customers for each product or groupings of product is impractical. On May 19, 2023 the Company acquired 100% of the outstanding equity interests of Indoff LLC ("Indoff"), a business-to-business direct marketer of material handling products, commercial interiors and business products with operations in North America, for approximately $72.6 million in cash, $5.2 million of which was placed into an escrow account for two years to secure the sellers’ indemnification obligations under the purchase agreement. Under the terms of the escrow agreement the escrow amount will be reduced to $2.5 million on the one year anniversary of the closing date. This acquisition expands the Company's presence in the MRO market in North America. The Indoff accounts are included in the accompanying consolidated financial statements from the date of acquisition. 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, 2023 and the results of operations for the three and six month periods ended June 30, 2023 and 2022, statements of comprehensive income for the three and six month periods ended June 30, 2023 and 2022, cash flows for the six month periods ended June 30, 2023 and 2022 and changes in shareholders’ equity for the three and six month periods ended June 30, 2023 and 2022. The December 31, 2022 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, 2022. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2022 and for the year then ended included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The results for the six month period ended June 30, 2023 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 quarters ended on July 1, 2023 and July 2, 2022, respectively. The second quarters of both 2023 and 2022 included 13 weeks and the first six months of both 2023 and 2022 included 26 weeks. Recent Accounting Pronouncements Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”). These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure. There were no accounting pronouncements issued in the quarter or with future effective dates that are either applicable or are expected to have a material impact on the Company's Condensed Consolidated Financial Statements. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition | Acquisition On May 19, 2023 the Company acquired 100% of the outstanding equity interests of Indoff, a business-to-business direct marketer of material handling products, commercial interiors and business products with operations in North America, for approximately $72.6 million in cash, $5.2 million of which was placed into an escrow account for two years to secure the sellers’ indemnification obligations under the purchase agreement. Under the terms of the escrow agreement the escrow amount will be reduced to $2.5 million on the one year anniversary of the closing date. This acquisition expands the Company's presence in the MRO market in North America. The acquisition was accounted for as a business combination using the acquisition method of accounting, which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. The fair value assigned to the identified intangible assets acquired were based on assumptions and estimates made by management. The total associated transaction costs of the acquisition were $0.7 million and were recorded in selling, distribution and administrative expenses in the Condensed Consolidated Statement of Operations. For book purposes, the Company will be amortizing the customer lists and trademark assets over a ten-year period which will result in approximately $3.0 million in annual amortization expense. The acquisition was an asset acquisition for tax purposes and as such, the customer lists, trademarks and goodwill resulting from this acquisition will be tax deductible over a fifteen-year period. The Indoff accounts are included in the accompanying consolidated financial statements from the date of acquisition. The Company prepared a preliminary purchase price fair value allocation to the assets acquired and liabilities assumed in the acquisition. These fair value allocations have not yet been finalized, principally related to the measurement of the acquired net working capital and the valuation of the acquired intangible assets. Amounts below could change, potentially materially, as we finalize the valuations of the assets acquired and liabilities assumed. The following table details the preliminary fair values as of the acquisition date (in millions): Purchase price: $ 72.6 Less: Cash 0.3 Accounts receivable 16.8 Inventories 10.3 Prepaid expenses and other current assets 2.5 Property, plant and equipment 0.3 Operating lease right-of-use assets 0.8 Customer lists 24.1 Trademarks 6.2 Other assets 0.1 Total identifiable assets acquired $ 61.4 Accounts payable (12.9) Accrued expenses and other current liabilities (4.7) Deferred revenue (5.5) Operating lease liabilities (0.8) Total identifiable liabilities acquired $ (23.9) Net identifiable assets acquired 37.5 Goodwill $ 35.1 Total net assets acquired $ 72.6 The amount allocated to goodwill reflects the benefits the Company expects to realize from the growth of the acquisition’s operations. The Indoff accounts are included in the accompanying consolidated financial statements from the date of acquisition. For the three and six months ended June 30, 2023, Indoff generated approximately $23.9 million in revenue and approximately $0.9 million of net income. The Company’s unaudited pro forma revenue and net income for the three and six month periods ended June 30, 2023 and 2022 below have been prepared as if the Indoff acquisition had occurred on January 1, 2022 (in millions). Three Months Ended Six Months Ended 2023 2022 2023 2022 Net sales $ 346.1 $ 366.3 $ 662.1 $ 689.4 Net income from continuing operations $ 21.7 $ 24.7 $ 36.4 $ 47.4 The unaudited pro forma financial information above is not necessarily indicative of what the Company’s consolidated results actually would have been if the acquisition had been completed at the beginning of the respective periods. In addition, the unaudited pro forma information above does not attempt to project the Company’s future results. The following table provides information related to the goodwill and intangible assets (indefinite-lived and definite-lived) updated for the Indoff acquisition (in millions): June 30, December 31, 2023 2022 Goodwill $ 40.6 $ 5.5 Definite-lived intangibles 30.2 0.4 Indefinite-lived intangibles 0.7 0.7 Balance $ 71.5 $ 6.6 As of June 30, 2023 goodwill was $40.6 million which increased from December 31, 2022 due to the second quarter acquisition of Indoff. The Company also acquired intangible assets of $30.3 million from Indoff. The following table summarizes information related to the Company's definite-lived intangible assets as of June 30, 2023 (in millions): Amortization Gross Carrying Accumulated Net Book Value Weighted Average Useful Life Client lists 10 yrs $ 26.1 $ 2.0 $ 24.1 9.8 Trademarks 10 yrs 6.2 0.1 6.1 9.9 Total $ 32.3 $ 2.1 $ 30.2 9.8 The following table summarizes information related to the Company's definite-lived intangible assets as of December 31, 2022 (in millions): Amortization Gross Carrying Accumulated Net Book Value Weighted Average Useful Life Client lists 10 yrs $ 2.0 $ 1.6 $ 0.4 2.1 Total $ 2.0 $ 1.6 $ 0.4 2.1 The Company recorded an additional $0.4 million of intangible amortization expense in the second quarter of 2023 related to the Indoff acquisition. As of June 30, 2023, estimated amortization expense for intangible assets for future years is as follows (in millions): 2023 remainder $ 1.7 2024 3.2 2025 3.0 2026 3.0 2027 3.0 Thereafter $ 16.3 Total $ 30.2 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 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 30, 2023 and 2022, respectively (in millions): Three Months Ended Six Months Ended 2023 2022 2023 2022 Net sales: United States $ 308.1 $ 299.8 $ 565.3 $ 567.0 Canada 17.7 18.7 34.3 40.1 Consolidated $ 325.8 $ 318.5 $ 599.6 $ 607.1 |
Credit Losses
Credit Losses | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Credit Losses | Credit Losses The Company’s trade accounts receivable is one portfolio comprised of commercial businesses as well as public sector organizations operating in the U.S. and, to a lesser extent, Canada. The Company develops its allowances for credit losses, which represent an estimate of expected losses over the remaining contractual life of its receivables, considering customer financial condition, historical loss experience with its customers, current market economic conditions and forecasts of future economic conditions when appropriate. When the Company becomes aware of a customer's inability to meet its financial obligation, a specific reserve is recorded to reduce the receivable to the expected amount to be collected. For the balance of its trade receivables, the Company uses a loss rate method to estimate its credit loss reserve. Historical loss experience rates are calculated using receivable write-offs over a trailing twelve-month period and comparing that to the average receivable balances over the same period. That rate is applied to the current accounts receivable portfolio, excluding accounts that have been specifically reserved. Any write-offs incurred are recorded against the established reserves. The Company grants credit to commercial business customers using an electronic application process that evaluates the customer's detailed credit report, reference responses, availability under credit facilities, existing liens, tenure of management and business history, among other factors. Credit terms are typically net 30 days payment required with larger businesses eligible for up to net 90 day terms, if qualified. The following is a rollforward of the allowances for credit losses related to trade accounts receivable for June 30, 2023 (in millions): June 30, 2023 Balance at beginning of period $ 2.3 Current period provision 1.4 Write-offs - trade accounts receivable (1.2) Balance at end of period $ 2.5 The following is a rollforward of the allowances for credit losses related to trade receivables for the year ended December 31, 2022 (in millions): December 31, 2022 Balance at beginning of period $ 2.5 Current period provision 1.6 Write-offs - trade accounts receivable (1.8) Balance at end of period $ 2.3 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company has operating and finance leases for office and warehouse facilities, headquarters, call centers, machinery and certain computer and communications equipment which provide the right to use the underlying assets in exchange for agreed upon lease payments, determined by the payment schedule contained in each lease. The Company’s lease portfolio consists primarily of operating leases which expire at various dates through 2032. In the second quarter of 2023, the Company recorded a right-of-use ("ROU") asset and related lease liability of approximately $5.1 million related to an extension of an existing warehouse facility in the U.S. consisting of approximately 317,000 square feet. The lease extension is for a three year term unless terminated earlier as provided in the lease. In addition, as part of the Indoff acquisition, ROU assets and related lease liabilities of $0.8 million were recorded. These operating leases include two administrative office locations and one distribution center which expire at various dates through 2027. These properties aggregate to approximately 31,800 square feet of space. The Company's operating lease costs, included in continuing operations, was $4.2 million and $3.6 million for the three months ended June 30, 2023 and 2022, respectively, and $8.4 million and $6.9 million for the six months ended June 30, 2023 and 2022, respectively. Information relating to operating leases for continuing and discontinued operations updated for the lease extension and Indoff acquisition as of June 30, 2023 and December 31, 2022 : Six Months Ended June 30, Year Ended December 31, 2023 2022 Weighted Average Remaining Lease Term Operating leases 7.6 years 8.2 years Weighted Average Discount Rate Operating leases 5.4 % 5.4 % ROU assets obtained in exchange for operating lease obligations (in millions) $ 5.9 $ 34.5 Maturities of lease liabilities were as follows (in millions): Year Ending December 31 Operating Leases 2023 (adjusted for six months of payments) $ 9.5 2024 19.0 2025 17.8 2026 15.6 2027 11.8 2028 12.0 Thereafter 41.0 Total lease payments 126.7 Less: interest (24.8) Total present value of lease liabilities $ 101.9 |
Net Income (Loss) per Common Sh
Net Income (Loss) per Common Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Net income (loss) per common share - basic was calculated based upon the weighted average number of common shares outstanding during the respective periods presented using the two-class method of computing earnings per share. The two-class method was used as the Company has outstanding restricted stock with rights to dividend participation for unvested shares. Undistributed net income is allocated between common shares outstanding and participating securities to the extent that each security may share in earnings as if all of the earnings for the period had been distributed. Undistributed net losses are not allocated to our participating securities as these participating securities do not have a contractual obligation to share in losses. Net income (loss) per common share - diluted was calculated based upon the weighted average number of common shares outstanding and included the equivalent shares for dilutive options outstanding during the respective periods, including unvested options. The dilutive effect of outstanding options and restricted stock issued by the Company is reflected in net income per share - diluted using the treasury stock method. Under the treasury stock method, options will only have a dilutive effect when the average market price of common stock during the period exceeds the exercise price of the options. The following table presents the computation of basic and diluted net income (loss) per share under the two-class method for the three and six months ended June 30, 2023 and 2022 (in millions, except for per share amounts): Three Months Ended Six Months Ended 2023 2022 2023 2022 Net income from continuing operations $ 21.5 $ 22.6 34.8 44.4 Less: Distributed net income available to participating securities 0.0 0.0 (0.1) (0.1) Less: Undistributed net income available to participating securities (0.1) (0.1) (0.1) (0.1) Numerator for basic net income per share: Undistributed and distributed net income available to common shareholders $ 21.4 $ 22.5 $ 34.6 $ 44.2 Add: Undistributed net income allocated to participating securities 0.1 0.1 0.1 0.1 Less: Undistributed net income reallocated to participating securities (0.1) (0.1) (0.1) (0.1) Numerator for diluted net income per share: Undistributed and distributed net income available to common shareholders $ 21.4 $ 22.5 34.6 44.2 Denominator: Weighted average shares outstanding for basic net income per share 38.1 38.0 38.1 37.9 Effect of dilutive securities 0.1 0.1 0.1 0.1 Weighted average shares outstanding for diluted net income per share 38.2 38.1 38.2 38.0 Net income per share from continuing operations: Basic $ 0.56 $ 0.59 $ 0.91 $ 1.16 Diluted $ 0.56 $ 0.59 $ 0.91 $ 1.16 Net (loss) income from discontinued operations $ 0.0 $ 0.2 $ (0.1) $ 0.4 Less: Undistributed net income available to participating securities 0.0 0.0 0.0 0.0 Numerator for basic net (loss) income per share: Undistributed and distributed net (loss) income available to common shareholders $ 0.0 $ 0.2 $ (0.1) $ 0.4 Add: Undistributed net income allocated to participating securities 0.0 0.0 0.0 0.0 Less: Undistributed net income reallocated to participating securities 0.0 0.0 0.0 0.0 Numerator for diluted net (loss) income per share: Undistributed and distributed net (loss) income available to common shareholders $ 0.0 $ 0.2 $ (0.1) $ 0.4 Net (loss) income per share from discontinued operations: Basic $ 0.00 $ 0.01 $ 0.00 $ 0.01 Diluted $ 0.00 $ 0.01 $ 0.00 $ 0.01 Net income per share: Basic $ 0.56 $ 0.60 $ 0.91 $ 1.17 Diluted $ 0.56 $ 0.60 $ 0.91 $ 1.17 Potentially dilutive securities 0.3 0.1 0.3 0.1 |
Credit Facilities and Short-ter
Credit Facilities and Short-term Debt | 6 Months Ended |
Jun. 30, 2023 | |
Line of Credit Facility [Abstract] | |
Credit Facilities and Short-term Debt | Credit Facilities and Short-term DebtThe Company maintains a $125.0 million secured revolving credit facility with one financial institution. This facility has a five-year term, maturing on October 19, 2026 and provides for borrowings in the United States. The credit agreement contains certain operating, financial and other covenants, including limits on annual levels of capital expenditures, availability tests related to payments of dividends and stock repurchases and fixed charge coverage tests related to acquisitions. The revolving credit agreement requires that a minimum level of availability be maintained. If such availability is not maintained, the Company will be required to maintain a fixed charge coverage ratio (as defined). The borrowings under the agreement are subject to borrowing base limitations of up to 85% of eligible accounts receivable and the inventory advance rate computed as the lesser of 65% or 85% of the net orderly liquidation value (“NOLV”). Borrowings are secured by substantially all of the Borrower’s assets, as defined, including all accounts, accounts receivable, inventory and certain other assets, subject to limited exceptions, including the exclusion of certain foreign assets from the collateral. The interest rate under the amended and restated facility is computed at applicable market rates based on the Secured Overnight Financing Rate (“SOFR”), the Federal Reserve Bank of New York (“NYFRB”) or the Prime Rate, plus an applicable margin. The applicable margin varies based on borrowing base availability. As of June 30, 2023, eligible collateral under the credit agreement was $123.7 million, total availability was $121.1 million, total outstanding letters of credit was $1.4 million, total excess availability was $79.4 million and outstanding borrowings totaling $40.3 million. The Company was in compliance with all of the covenants of the credit agreement as of June 30, 2023. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value standards establish the fair value hierarchy to prioritize the inputs used in valuation techniques. There are three levels to the fair value hierarchy (Level 1 is the highest priority and Level 3 is the lowest priority): Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly. Level 3 - Unobservable inputs which are supported by little or no market activity. Financial instruments consist primarily of investments in cash, trade accounts receivable, debt and accounts payable. The Company determines the fair value of financial instruments based on interest rates available to the Company. At June 30, 2023 and December 31, 2022, the carrying amounts of cash, accounts receivable and accounts payable are considered to be representative of their respective fair values due to their short-term nature. The carrying amounts of outstanding debt is considered to be representative of its respective fair values due to its variable interest rate. Cash is classified as Level 1 within the fair value hierarchy. The fair value with respect to goodwill and indefinite-lived intangible assets are measured in connection with the Company’s annual impairment testing. The Company operates in one 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. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Legal Proceedings The Company and its subsidiaries are from time to time involved in various lawsuits, claims, investigations and proceedings which may include commercial, employment, tax, customs and trade, customer, vendor, personal injury, creditors rights and health and safety law matters, which are handled and defended in the ordinary course of business. In addition, the Company is from time to time subjected to various assertions, claims, proceedings and requests for damages and/or indemnification concerning sales channel practices and intellectual property matters, including patent infringement suits involving technologies that are incorporated in a broad spectrum of products the Company sells or that are incorporated in the Company’s e-commerce sales channels, as well as trademark/copyright infringement claims. The Company is also audited by (or has initiated voluntary disclosure agreements with) various U.S. federal and state authorities, as well as Canadian authorities, concerning potential income tax and/or sales tax. These matters are in various stages of investigation, negotiation and/or litigation. 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, 2023 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, 2023 any reasonably possible losses in excess of the amounts accrued would be material to the financial statements. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements of Global Industrial Company, 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. |
Recent Accounting Pronouncements | 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. There were no accounting pronouncements issued in the quarter or with future effective dates that are either applicable or are expected to have a material impact on the Company's Condensed Consolidated Financial Statements. |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Acquisition Fair Value | The following table details the preliminary fair values as of the acquisition date (in millions): Purchase price: $ 72.6 Less: Cash 0.3 Accounts receivable 16.8 Inventories 10.3 Prepaid expenses and other current assets 2.5 Property, plant and equipment 0.3 Operating lease right-of-use assets 0.8 Customer lists 24.1 Trademarks 6.2 Other assets 0.1 Total identifiable assets acquired $ 61.4 Accounts payable (12.9) Accrued expenses and other current liabilities (4.7) Deferred revenue (5.5) Operating lease liabilities (0.8) Total identifiable liabilities acquired $ (23.9) Net identifiable assets acquired 37.5 Goodwill $ 35.1 Total net assets acquired $ 72.6 |
Schedule of Pro Forma Acquisition Information | The Company’s unaudited pro forma revenue and net income for the three and six month periods ended June 30, 2023 and 2022 below have been prepared as if the Indoff acquisition had occurred on January 1, 2022 (in millions). Three Months Ended Six Months Ended 2023 2022 2023 2022 Net sales $ 346.1 $ 366.3 $ 662.1 $ 689.4 Net income from continuing operations $ 21.7 $ 24.7 $ 36.4 $ 47.4 |
Schedule of Goodwill and Intangibles Acquired | The following table provides information related to the goodwill and intangible assets (indefinite-lived and definite-lived) updated for the Indoff acquisition (in millions): June 30, December 31, 2023 2022 Goodwill $ 40.6 $ 5.5 Definite-lived intangibles 30.2 0.4 Indefinite-lived intangibles 0.7 0.7 Balance $ 71.5 $ 6.6 |
Schedule of Finite-Lived Intangible Assets | The following table summarizes information related to the Company's definite-lived intangible assets as of June 30, 2023 (in millions): Amortization Gross Carrying Accumulated Net Book Value Weighted Average Useful Life Client lists 10 yrs $ 26.1 $ 2.0 $ 24.1 9.8 Trademarks 10 yrs 6.2 0.1 6.1 9.9 Total $ 32.3 $ 2.1 $ 30.2 9.8 The following table summarizes information related to the Company's definite-lived intangible assets as of December 31, 2022 (in millions): Amortization Gross Carrying Accumulated Net Book Value Weighted Average Useful Life Client lists 10 yrs $ 2.0 $ 1.6 $ 0.4 2.1 Total $ 2.0 $ 1.6 $ 0.4 2.1 |
Schedule of Future Amortization Expense of Intangible Assets | As of June 30, 2023, estimated amortization expense for intangible assets for future years is as follows (in millions): 2023 remainder $ 1.7 2024 3.2 2025 3.0 2026 3.0 2027 3.0 Thereafter $ 16.3 Total $ 30.2 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company's revenue from continuing operations by geography for the three and six months ended June 30, 2023 and 2022, respectively (in millions): Three Months Ended Six Months Ended 2023 2022 2023 2022 Net sales: United States $ 308.1 $ 299.8 $ 565.3 $ 567.0 Canada 17.7 18.7 34.3 40.1 Consolidated $ 325.8 $ 318.5 $ 599.6 $ 607.1 |
Credit Losses (Tables)
Credit Losses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Allowance for Credit Losses on Trade Accounts Receivable | The following is a rollforward of the allowances for credit losses related to trade accounts receivable for June 30, 2023 (in millions): June 30, 2023 Balance at beginning of period $ 2.3 Current period provision 1.4 Write-offs - trade accounts receivable (1.2) Balance at end of period $ 2.5 The following is a rollforward of the allowances for credit losses related to trade receivables for the year ended December 31, 2022 (in millions): December 31, 2022 Balance at beginning of period $ 2.5 Current period provision 1.6 Write-offs - trade accounts receivable (1.8) Balance at end of period $ 2.3 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of ROU, Remaining Lease Term and Discount Rate | Information relating to operating leases for continuing and discontinued operations updated for the lease extension and Indoff acquisition as of June 30, 2023 and December 31, 2022 : Six Months Ended June 30, Year Ended December 31, 2023 2022 Weighted Average Remaining Lease Term Operating leases 7.6 years 8.2 years Weighted Average Discount Rate Operating leases 5.4 % 5.4 % ROU assets obtained in exchange for operating lease obligations (in millions) $ 5.9 $ 34.5 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities were as follows (in millions): Year Ending December 31 Operating Leases 2023 (adjusted for six months of payments) $ 9.5 2024 19.0 2025 17.8 2026 15.6 2027 11.8 2028 12.0 Thereafter 41.0 Total lease payments 126.7 Less: interest (24.8) Total present value of lease liabilities $ 101.9 |
Net Income (Loss) per Common _2
Net Income (Loss) per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share, Basic and Diluted | The following table presents the computation of basic and diluted net income (loss) per share under the two-class method for the three and six months ended June 30, 2023 and 2022 (in millions, except for per share amounts): Three Months Ended Six Months Ended 2023 2022 2023 2022 Net income from continuing operations $ 21.5 $ 22.6 34.8 44.4 Less: Distributed net income available to participating securities 0.0 0.0 (0.1) (0.1) Less: Undistributed net income available to participating securities (0.1) (0.1) (0.1) (0.1) Numerator for basic net income per share: Undistributed and distributed net income available to common shareholders $ 21.4 $ 22.5 $ 34.6 $ 44.2 Add: Undistributed net income allocated to participating securities 0.1 0.1 0.1 0.1 Less: Undistributed net income reallocated to participating securities (0.1) (0.1) (0.1) (0.1) Numerator for diluted net income per share: Undistributed and distributed net income available to common shareholders $ 21.4 $ 22.5 34.6 44.2 Denominator: Weighted average shares outstanding for basic net income per share 38.1 38.0 38.1 37.9 Effect of dilutive securities 0.1 0.1 0.1 0.1 Weighted average shares outstanding for diluted net income per share 38.2 38.1 38.2 38.0 Net income per share from continuing operations: Basic $ 0.56 $ 0.59 $ 0.91 $ 1.16 Diluted $ 0.56 $ 0.59 $ 0.91 $ 1.16 Net (loss) income from discontinued operations $ 0.0 $ 0.2 $ (0.1) $ 0.4 Less: Undistributed net income available to participating securities 0.0 0.0 0.0 0.0 Numerator for basic net (loss) income per share: Undistributed and distributed net (loss) income available to common shareholders $ 0.0 $ 0.2 $ (0.1) $ 0.4 Add: Undistributed net income allocated to participating securities 0.0 0.0 0.0 0.0 Less: Undistributed net income reallocated to participating securities 0.0 0.0 0.0 0.0 Numerator for diluted net (loss) income per share: Undistributed and distributed net (loss) income available to common shareholders $ 0.0 $ 0.2 $ (0.1) $ 0.4 Net (loss) income per share from discontinued operations: Basic $ 0.00 $ 0.01 $ 0.00 $ 0.01 Diluted $ 0.00 $ 0.01 $ 0.00 $ 0.01 Net income per share: Basic $ 0.56 $ 0.60 $ 0.91 $ 1.17 Diluted $ 0.56 $ 0.60 $ 0.91 $ 1.17 Potentially dilutive securities 0.3 0.1 0.3 0.1 |
Basis of Presentation (Details)
Basis of Presentation (Details) $ in Millions | 6 Months Ended | |
May 19, 2023 USD ($) | Jun. 30, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of reportable segments | segment | 1 | |
Indoff LLC | ||
Business Acquisition [Line Items] | ||
Percentage of voting interests acquired (as a percent) | 100% | |
Payments made in cash | $ 72.6 | |
Escrow deposit | $ 5.2 | |
Imdemnification obligation period | 2 years | |
Reduction in escrow deposits | $ 2.5 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
May 19, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 40.6 | $ 40.6 | $ 5.5 | |
Indoff LLC | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interests acquired (as a percent) | 100% | |||
Payments made in cash | $ 72.6 | |||
Escrow deposit | $ 5.2 | |||
Imdemnification obligation period | 2 years | |||
Reduction in escrow deposits | $ 2.5 | |||
Transaction costs | $ 0.7 | |||
Finite-lived intangible asset, useful life | 10 years | |||
Amortization of intangible assets | $ 3 | 0.4 | ||
Tax deductible period | 15 years | |||
Revenue of acquiree since acquisition date | 23.9 | 23.9 | ||
Net income of acquiree since acquisition date | $ 0.9 | 0.9 | ||
Goodwill | $ 35.1 | |||
Intangible assets acquired | $ 30.3 |
Acquisition - Schedule of Busin
Acquisition - Schedule of Business Acquisition (Details) - USD ($) $ in Millions | May 19, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Liabilities | |||
Goodwill | $ 40.6 | $ 5.5 | |
Indoff LLC | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 72.6 | ||
Less: | |||
Cash | 0.3 | ||
Accounts receivable | 16.8 | ||
Inventories | 10.3 | ||
Prepaid expenses and other current assets | 2.5 | ||
Property, plant and equipment | 0.3 | ||
Operating lease right-of-use assets | 0.8 | ||
Other assets | 0.1 | ||
Total identifiable assets acquired | 61.4 | ||
Liabilities | |||
Accounts payable | (12.9) | ||
Accrued expenses and other current liabilities | (4.7) | ||
Deferred revenue | (5.5) | ||
Operating lease liabilities | (0.8) | ||
Total identifiable liabilities acquired | (23.9) | ||
Net identifiable assets acquired | 37.5 | ||
Goodwill | 35.1 | ||
Total net assets acquired | 72.6 | ||
Indoff LLC | Customer lists | |||
Less: | |||
Intangibles assets | 24.1 | ||
Indoff LLC | Trademarks | |||
Less: | |||
Intangibles assets | $ 6.2 |
Acquisition - Schedule of Pro F
Acquisition - Schedule of Pro Forma Information (Details) - Indoff LLC - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 346.1 | $ 366.3 | $ 662.1 | $ 689.4 |
Net income from continuing operations | $ 21.7 | $ 24.7 | $ 36.4 | $ 47.4 |
Acquisition - Schedule of Finit
Acquisition - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets Acquired (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Business Combination and Asset Acquisition [Abstract] | ||
Goodwill | $ 40.6 | $ 5.5 |
Definite-lived intangibles | 30.2 | 0.4 |
Indefinite-lived intangibles | 0.7 | 0.7 |
Balance | $ 71.5 | $ 6.6 |
Acquisition - Schedule of Fin_2
Acquisition - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Gross Carrying Amount | $ 32.3 | $ 2 |
Accumulated Amortization | 2.1 | 1.6 |
Net Book Value | $ 30.2 | $ 0.4 |
Weighted Average Useful Life | 9 years 9 months 18 days | 2 years 1 month 6 days |
Client lists | ||
Business Acquisition [Line Items] | ||
Amortization Period (Years) | 10 years | 10 years |
Gross Carrying Amount | $ 26.1 | $ 2 |
Accumulated Amortization | 2 | 1.6 |
Net Book Value | $ 24.1 | $ 0.4 |
Weighted Average Useful Life | 9 years 9 months 18 days | 2 years 1 month 6 days |
Trademarks | ||
Business Acquisition [Line Items] | ||
Amortization Period (Years) | 10 years | |
Gross Carrying Amount | $ 6.2 | |
Accumulated Amortization | 0.1 | |
Net Book Value | $ 6.1 | |
Weighted Average Useful Life | 9 years 10 months 24 days |
Acquisition - Schedule of Fin_3
Acquisition - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Dec. 31, 2022 |
Business Combination and Asset Acquisition [Abstract] | ||
2023 remainder | $ 1.7 | |
2024 | 3.2 | |
2025 | 3 | |
2026 | 3 | |
2027 | 3 | |
Thereafter | 16.3 | |
Net Book Value | $ 30.2 | $ 0.4 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Net sales | $ 325.8 | $ 318.5 | $ 599.6 | $ 607.1 | |
Performance obligation | 0 | 0 | $ 0 | ||
Reportable geographical components | United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | 308.1 | 299.8 | 565.3 | 567 | |
Reportable geographical components | Canada | |||||
Disaggregation of Revenue [Line Items] | |||||
Net sales | $ 17.7 | $ 18.7 | $ 34.3 | $ 40.1 |
Credit Losses (Details)
Credit Losses (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Allowance for Credit Losses [Roll Forward] | ||
Balance at beginning of period | $ 2.3 | $ 2.5 |
Current period provision | 1.4 | 1.6 |
Write-offs - trade accounts receivable | (1.2) | (1.8) |
Balance at end of period | $ 2.5 | $ 2.3 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) ft² property | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) ft² property | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease right-of-use assets | $ 90.7 | $ 90.7 | $ 90.3 | ||
Total present value of lease liabilities | 101.9 | 101.9 | |||
Operating lease cost | 4.2 | $ 3.6 | 8.4 | $ 6.9 | |
Existing U.S. Warehouse Facility | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease right-of-use assets | 5.1 | 5.1 | |||
Total present value of lease liabilities | $ 5.1 | $ 5.1 | |||
Distribution facility, area (in sq ft) | ft² | 317,000 | 317,000 | |||
Operating lease term of contract (in years) | 3 years | 3 years | |||
Indoff LLC | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease right-of-use assets | $ 0.8 | $ 0.8 | |||
Distribution facility, area (in sq ft) | ft² | 31,800 | 31,800 | |||
Indoff LLC | Administrative office lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Number of properties subject to lease | property | 2 | 2 | |||
Indoff LLC | Distribution center lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Number of properties subject to lease | property | 1 | 1 |
Leases - Lease Expense (Details
Leases - Lease Expense (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||
Operating leases, weighted average remaining lease term (in years) | 7 years 7 months 6 days | 8 years 2 months 12 days | |
Operating leases, weighted average discount rate (as a percent) | 5.40% | 5.40% | |
ROU assets obtained in exchange for operating lease obligations | $ 5.9 | $ 34.6 | $ 34.5 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 (adjusted for six months of payments) | $ 9.5 |
2024 | 19 |
2025 | 17.8 |
2026 | 15.6 |
2027 | 11.8 |
2028 | 12 |
Thereafter | 41 |
Total lease payments | 126.7 |
Less: interest | (24.8) |
Total present value of lease liabilities | $ 101.9 |
Net Income (Loss) per Common _3
Net Income (Loss) per Common Share - Schedule of Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net income from continuing operations | $ 21.5 | $ 22.6 | $ 34.8 | $ 44.4 |
Less: Distributed net income available to participating securities | 0 | 0 | (0.1) | (0.1) |
Less: Undistributed net income available to participating securities | (0.1) | (0.1) | (0.1) | (0.1) |
Numerator for basic net income per share: | ||||
Undistributed and distributed net income available to common shareholders | 21.4 | 22.5 | 34.6 | 44.2 |
Add: Undistributed net income allocated to participating securities | 0.1 | 0.1 | 0.1 | 0.1 |
Less: Undistributed net income reallocated to participating securities | (0.1) | (0.1) | (0.1) | (0.1) |
Numerator for diluted net income per share: | ||||
Undistributed and distributed net income available to common shareholders | $ 21.4 | $ 22.5 | $ 34.6 | $ 44.2 |
Denominator: | ||||
Weighted average shares outstanding for basic net income per share (in shares) | 38.1 | 38 | 38.1 | 37.9 |
Effect of dilutive securities (in shares) | 0.1 | 0.1 | 0.1 | 0.1 |
Weighted average shares outstanding for diluted net income per share (in shares) | 38.2 | 38.1 | 38.2 | 38 |
Net income per share from continuing operations: | ||||
Basic (in dollars per share) | $ 0.56 | $ 0.59 | $ 0.91 | $ 1.16 |
Diluted (in dollars per share) | $ 0.56 | $ 0.59 | $ 0.91 | $ 1.16 |
Net (loss) income from discontinued operations | ||||
Net (loss) income from discontinued operations | $ 0 | $ 0.2 | $ (0.1) | $ 0.4 |
Less: Undistributed net income available to participating securities | 0 | 0 | 0 | 0 |
Undistributed and distributed net (loss) income available to common shareholders | 0 | 0.2 | (0.1) | 0.4 |
Less: Undistributed net income reallocated to participating securities | 0 | 0 | 0 | 0 |
Undistributed and distributed net (loss) income available to common shareholders | $ 0 | $ 0.2 | $ (0.1) | $ 0.4 |
Net (loss) income per share from discontinued operations: | ||||
Basic (in dollars per share) | $ 0 | $ 0.01 | $ 0 | $ 0.01 |
Diluted (in dollars per share) | 0 | 0.01 | 0 | 0.01 |
Net income per share - Basic (in dollars per share) | 0.56 | 0.60 | 0.91 | 1.17 |
Net income per share - Diluted (in dollars per share) | $ 0.56 | $ 0.60 | $ 0.91 | $ 1.17 |
Potentially dilutive securities (in shares) | 0.3 | 0.1 | 0.3 | 0.1 |
Credit Facilities and Short-t_2
Credit Facilities and Short-term Debt (Details) | 6 Months Ended | ||
Nov. 30, 2022 USD ($) financialInstitution | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Line of Credit Facility [Line Items] | |||
Short-term debt | $ 40,300,000 | $ 600,000 | |
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 125,000,000 | $ 123,700,000 | |
Number of financial institutions | financialInstitution | 1 | ||
Revolving credit facility term (in years) | 5 years | ||
Percentage of inventory advance rate (as a percent) | 65% | ||
Percentage of inventory advance rate of net orderly liquidation value (as a percent) | 85% | ||
Total availability under the credit facility | $ 121,100,000 | ||
Letters of credit outstanding | 1,400,000 | ||
Total excess availability under the credit facility | 79,400,000 | ||
Short-term debt | $ 40,300,000 | ||
Revolving Credit Facility | Maximum | |||
Line of Credit Facility [Line Items] | |||
Percentage of eligible accounts receivable for borrowings (as a percent) | 85% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | 6 Months Ended |
Jun. 30, 2023 reporting_unit | |
Fair Value Disclosures [Abstract] | |
Number of reporting units | 1 |