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, 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;
•delays in the timely availability of products from our suppliers has in the
past and could in the future delay receipt of needed product, resulting in
delayed or lost sales;
•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;
•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 disrupted global product supply
chains and have affected our ability to timely receive and ship products, which
have and could adversely impact sales;
•other critical factors affecting the 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, as well as adversely affecting our margins;
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•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 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 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, could impact both our and our customers' ability to fund purchases
and conduct operations in the ordinary course;
•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, there can be no assurance that
such events would not have such impact on our business and results of 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 2022, describe certain factors, among
others, that could contribute to or cause such differences.

Overview

Global Industrial Company, through its subsidiaries, is a value-added industrial
distributor of more than a million industrial and MRO products in North America
going to market through a system of branded e-commerce websites and relationship
marketers.

Continuing Operations

The Company sells a wide array of industrial and MRO products, including its own
Global Industrial Exclusive BrandsTM, 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 and marketed as private brand products under the
trademarks: GlobalTM, GlobalIndustrial.comTM, NexelTM, ParamountTM and
InterionTM..

See Note 2 to the condensed consolidated financial statements for additional financial information about our business' geographic operations.


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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, 2022 and the other information provided in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Business Outlook



The Company's net sales declined in the first quarter by 5.1% to $273.8 million.
First quarter performance reflects a continuation of the recent soft demand
environment, with average daily sales declining 3.7%. Price was neutral in the
period and volume remained muted, reflecting cautionary purchase behavior,
specifically within our core small and medium business customer base. These
trends have continued into the second quarter. We recorded strong growth from
our largest accounts in the quarter and customer retention remained healthy
overall, which we believe reflects the value of our one-to-one managed sales
organization. Sales in the United States were down 3.7% and sales in Canada, in
local currency, were off by 17.3%. Excluding the benefit of a large one time
deal last year, Canada sales declined 6.4% in local currency. Gross margin in
the first quarter of 2023 was 35.9%, a slight decline from sequential quarter
results, but as expected, off from record results in the first quarter of 2022.
Product margin was solid and expanded each month as we moved through the
quarter, reflecting a continuation of the benefit we are receiving from lower
cost inventory flowing into our cost of sales. The Company expects to see
continued margin variability due to the current economic environment,
inflationary pressures and historical seasonality. Selling, distribution and
administrative ("SD&A") primarily reflects the fixed cost nature of the
business, including compensation expense which included the impact of our
previously announced reduction in force, planned marketing investment and the
expansion of our distribution network. We continue to maintain strong cost
controls, and will evaluate additional steps to optimize our structure.


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Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 1 to the Consolidated
Financial Statements included in Item 15 of the Company's 2022 Annual Report on
Form 10-K. Certain accounting policies require the application of 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
and inventory valuation as policies that entail significant judgments or
estimates. Management believes that full consideration has been given to all
relevant circumstances that we may be subject to, and the consolidated financial
statements of the Company accurately reflect management's best estimate of the
consolidated results of operations, financial position and cash flows of the
Company for the years presented.

There were no material changes in the Company's significant accounting policies during the first quarter ended March 31, 2023.



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. See Note 1 of Notes to Condensed Consolidated Financial Statements,
Recent Accounting Pronouncements.

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Highlights from Q1 2023 compared to Q1 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.

First Quarter 2023 Summary:



•Consolidated sales decreased 5.1% to $273.8 million compared to $288.6 million
last year. Sales decreased 3.7% on an average daily sales basis. 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. and 63 selling days in
Canada compared to 65 selling days in the U.S. and 64 selling days in Canada in
the first quarter of 2022.
•Consolidated gross margin declined to 35.9% for the first quarter of 2023
compared to 37.4% last year.
•Consolidated operating income from continuing operations decreased 39.7% to
$17.8 million compared to $29.5 million last year.
•Net income per diluted share from continuing operations decreased 38.6% to
$0.35 compared to $0.57 last year.




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Results of Operations

Three Months Ended March 31, 2023 compared to the Three Months Ended March 31, 2022



Key Performance Indicators* (in millions except for percentages and per share
amounts):
                                                                           Three Months Ended March 31,
                                                                                                                                                  %
                                                                                                         2023                2022               Change

Net sales of continuing operations:



Consolidated net sales                                                                                  $273.8              $288.6              (5.1)%
Consolidated gross profit                                                                                $98.4              $107.8              (8.7)%
Consolidated gross margin                                                                                35.9%              37.4%               (1.5)%
Consolidated SD&A costs                                                                                  $80.6              $78.3                2.9%
Consolidated SD&A costs as a % of net sales                                                              29.4%              27.1%                2.3%

Operating income from continuing operations:



Consolidated operating income                                                                            $17.8              $29.5              (39.7)%

Consolidated operating margin from continuing operations                                                 6.5%               10.2%               (3.7)%
Effective income tax rate                                                                                24.4%              25.1%               (0.7)%
Net income from continuing operations                                                                    $13.3              $21.8              (39.0)%
Net income margin from continuing operations                                                             4.9%                7.6%               (2.7)%
Net income per diluted share from continuing operations                                                  $0.35              $0.57              (38.6)%



*excludes discontinued operations

* Global Industrial Company manages its business and reports using a 52-53 week fiscal

year that ends at midnight on the Saturday closest to December 31. For clarity of

presentation, fiscal years and quarters are described as if they ended on the last day

of the respective calendar month. The actual fiscal quarters ended April 1, 2023 and

April 2, 2022, respectively, and the first quarters of both 2023 and 2022 each included

13 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. In the first quarter of 2023, there were 64 selling days in the U.S. and 63

selling days in Canada compared to 65 selling days in the U.S. and 64 selling days in

Canada in the first quarter of 2022.



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Table of Contents Management's discussion and analysis that follows includes current operations.

NET SALES



The Company's net sales decreased 5.1% during the quarter ended March 31, 2023
as compared to the same period in 2022. The Company's sales reflect a
continuation of a soft demand environment experienced in the second half of
2022. Price was neutral in the period and volume remained muted, reflecting
cautionary purchasing behavior, specifically within our core small and medium
business customer base. Demand softened as we moved through the quarter and we
have seen a continuation of this trend into the second quarter of 2023. U.S.
sales decreased 3.7% for the quarter compared to the same periods in 2022.
Canada sales, in local currency, were down 17.3%. Excluding the benefit of a
large one time deal in 2022, Canada sales were down 6.4%, in local currency,
compared to the first quarter of 2022. Consolidated average daily sales
decreased 3.7% during the quarter.

There were 64 selling days in the U.S. and 63 selling days in Canada in the first quarter of 2023 compared to 65 selling days in the U.S. and 64 selling days in Canada in the first quarter of 2022.

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 may result in fluctuations in gross margin.
The Company expects to see continued margin variability due to the current
economic environment, inflationary pressures and historical seasonality.

Gross margin declined by 150 basis points in the first quarter of 2023 compared
to the first quarter of 2022. The first quarter of 2022 benefited from strong
price realization and lower inventory cost flow through, both of which have now
waned. Product margin trends improved as we moved through the quarter, as we
benefited from lower total landing cost of imported inventory products,
primarily the result of lower ocean freight costs.

SELLING, DISTRIBUTION AND ADMINISTRATIVE EXPENSES ("SD&A")



For the three month period ended March 31, 2023, SD&A costs as a percentage of
sales increased 230 basis points compared to the same period in 2022. This
increase reflects the impact of the previously announced reduction in force of
approximately $1.1 million, e-commerce and other technological enhancements and
increased marketing efforts. In the first quarter of 2023, the cost increases
include increased salary and related costs of approximately $0.7 million,
including the previously announced reduction in force, offset by savings in
temporary help spend of approximately $0.7 million. Other cost increases include
approximately $1.2 million related to our increased marketing efforts and
approximately $1.1 million of increased costs related to our Canadian
distribution center offset by cost savings in contract services, consulting,
professional fees of approximately $0.5 million.

OPERATING MARGIN



Operating margin for the three month periods ended March 31, 2023 declined 370
basis points compared to the same period in 2022. As discussed above, the
decline was driven by the sales decrease in the quarter, lower gross margin as
compared to the record gross margin in the first quarter of 2022, the fixed cost
nature of our SD&A and approximately $1.1 million in costs related to our
previously announced reduction in force.

INTEREST AND OTHER EXPENSE, NET



Interest and other expense, net from continuing operations was $0.2 million in
the first quarter of 2023 compared to $0.4 million in the first quarter of 2022
primarily related to higher borrowings in the first quarter of 2022.

INCOME TAXES

For the three month periods ended March 31, 2023, the Company reported income taxes in continuing operations of approximately $4.3 million related to its U.S., Canada and India operations including tax expense for certain U.S. states.

In the three month period ended March 31, 2022, the Company reported income taxes in continuing operations of approximately $7.3 million.


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Financial Condition, Liquidity and Capital Resources



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

Selected liquidity data

                                                  March 31,       December 31,
                                                     2023             2022           $ Change
Cash and cash equivalents                        $     48.2      $        28.5      $   19.7
Accounts receivable, net                         $    113.7      $       108.0      $    5.7
Inventories                                      $    166.1      $       179.4      $  (13.3)
Prepaid expenses and other current assets        $      7.4      $         9.8      $   (2.4)
Accounts payable                                 $    103.6      $        

96.9 $ 6.7



Accrued expenses and other current liabilities   $     40.0      $        43.2      $   (3.2)
Short-term debt                                  $      0.0      $         0.6      $   (0.6)
Operating lease liabilities                      $     12.2      $        12.4      $   (0.2)
Working capital                                  $    179.6      $       172.6      $    7.0



Historical Cash Flows

                                                                                  Three Months Ended
                                                                                      March 31,
                                                                                2023                2022

Net cash provided by (used in) operating activities from continuing operations

$    28.5              $  (14.0)

Net cash used in operating activities from discontinued operations $

    (0.2)             $   (0.1)

Net cash used in investing activities from continuing operations $

    (0.7)             $   (1.1)

Net cash (used in) provided by financing activities from continuing operations

$    (7.9)             $   14.4

Effects of exchange rates on cash                                         $     0.0              $    0.0
Net increase (decrease) in cash and cash equivalents                      $    19.7              $   (0.8)



Our primary liquidity needs are to support working capital requirements in our
business, including inflationary cost pressure within inventory, funding
recently declared and any future dividends, funding capital expenditures and
inventory purchases related to our new distribution center in Canada, continuing
investment in upgrading and expanding our technological capabilities
specifically related to additional functionality and enhanced navigation of our
new web platform, continuing investment in upgrading our distribution facilities
and funding acquisitions.  We rely principally upon operating cash flow to meet
these needs. We currently believe that current cash on hand, 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. We 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 $7.0 million primarily related to increased cash
and cash equivalent and accounts receivable balances, decreased accrued expenses
and other current liabilities balances offset by decreased inventory, prepaid
expenses and other current asset balances and increased accounts payable
balances. Accounts receivable days outstanding were 38.3 in 2023 compared to
37.8 in 2022, inventory turns were 4.0 in 2023 compared to 4.3 in 2022 and
accounts payable days outstanding were 54.6 in 2023 compared to 65.9 in 2022.
We expect that future accounts receivable, inventory and accounts payable
balances will fluctuate with net sales and the product mix of our net sales.

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Operating Activities

Net cash provided by operating activities from continuing operations was $28.5
million compared to $14.0 million used in 2022, attributable to changes in our
working capital accounts which provided $12.9 million in cash compared to $38.2
million used in 2022, primarily the result of the changes in inventory, accounts
payable, accrued expenses, other current liabilities and other liabilities and
accounts receivable. Cash generated from net income adjusted by other non-cash
items, provided $15.6 million in 2023 compared to $24.2 million provided by
these items in 2022 primarily due to higher net income generated in the first
three months ended March 31, 2022 compared to 2023. Net cash used in operating
activities from discontinued operations was $0.2 million and $0.1 million for
the three months ended March 31, 2023 and March 31, 2022, respectively.

Investing Activities



Net cash used in investing activities totaled $0.7 million and was used for
warehouse machinery and equipment, primarily related to our new Canadian
distribution center, leasehold improvements, computer equipment and molds. Net
cash used in investing activities in 2022 totaled $1.1 million primarily for
warehouse machinery and equipment, leasehold improvements, computer equipment
and software.

Financing Activities

Net cash used in financing activities totaled $7.9 million in 2023 primarily
related to the regular quarterly dividend of $0.20 per common share which
totaled approximately $7.7 million and repayments of short-term debt of
approximately $0.6 million. Proceeds from the issuance of common stock from the
employee stock purchase plan totaled $0.7 million and proceeds from stock option
exercises totaled $0.1 million, offset by payments for payroll taxes through
shares withheld, which totaled $0.4 million. Net cash provided by financing
activities in 2022 totaled $14.4 million primarily related to the net proceeds
from short-term borrowings of $20.5 million. Proceeds from the issuance of
common stock from our 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 primarily related to the regular quarterly dividend of $0.18 per
common share declared in February 2022 which totaled approximately $7.0 million.

The Company maintains a $125.0 million secured revolving credit facility with
one financial institution, which 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 March 31, 2023, eligible
collateral under the credit agreement was $120.6 million, total availability was
$118.0 million, total outstanding letters of credit was $1.4 million, total
excess availability was $116.6 million and no outstanding borrowings. The
Company was in compliance with all of the covenants of the credit agreement as
of March 31, 2023.

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.

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.

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, cash flow from operations and borrowing under our current


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credit facility.  In 2023 we anticipate capital expenditures in the range of
$6.0 to $8.0 million, though at this time we are not contractually committed to
incur these expenditures.

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 using 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
equivalents that have maturities of less than three months and in non-interest
bearing accounts that partially offset banking fees. As of March 31, 2023, we
had no investments with maturities of greater than three months. Accordingly, we
do not believe that our cash balances have significant exposure to interest rate
risk.  At March 31, 2023 cash balances held in foreign subsidiaries totaled
approximately $4.4 million. These balances are held in local country banks and
are held primarily to support local working capital needs. The Company had over
$160 million of liquidity (cash and undrawn line of credit) in the U.S. as of
March 31, 2023.

Material Cash Requirements

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 March 31, 2023 we were obligated for approximately $98.4 million
under these non-cancelable leases. In 2023 we anticipate remaining cash
expenditures of approximately $13.1 million for these operating leases. We have
sublease agreements for unused space, as well as excess space in facilities we
are currently occupying in the United States and Canada. In the event the sub
lessee is unable to fulfill its obligations, we would be responsible for
remaining rents due under the leases.

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 March 31, 2023, we had $1.4 million of standby letters of credit outstanding.



We are party to certain litigation, the outcome of which we believe, based on
discussions with legal counsel, will not have a material adverse effect on our
condensed consolidated financial statements.

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