GLOBAL INDUSTRIAL : Management’s Discussion and Analysis of Financial Condition and


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; 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,
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, 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 could delay
receipt of needed product and result in 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;
•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
•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;
•liquidity constraints on our vendors or customers;
•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 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
•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;


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