10-Q 1 msm-20240302.htm 10-Q msm-20240302
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

FORM 10-Q
______________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 2, 2024
OR
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 1-14130
__________________
MSC INDUSTRIAL DIRECT CO., INC.
(Exact name of registrant as specified in its charter)
__________________
New York
(State or other jurisdiction of
incorporation or organization)
11-3289165
(I.R.S. Employer Identification No.)
515 Broadhollow Road, Suite 1000, Melville, New York
(Address of principal executive offices)
11747
(Zip Code)
(516) 812-2000
(Registrant’s telephone number, including area code)
__________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share MSM New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated
filer o
Non-accelerated filer o
Smaller reporting
company o
Emerging growth
company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of March 15, 2024, 56,300,611 shares of Class A Common Stock of the registrant were outstanding.



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains forward‑looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Discussions containing such forward‑looking statements may be found in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 3, “Quantitative and Qualitative Disclosures About Market Risk” of Part I and Item 1, “Legal Proceedings” and Item 1A, “Risk Factors” of Part II of this Report, as well as within this Report generally. The words “will,” “may,” “believes,” “anticipates,” “thinks,” “expects,” “estimates,” “plans,” “intends” and similar expressions are intended to identify forward‑looking statements. In addition, statements which refer to expectations, projections or other characterizations of future events or circumstances, statements involving a discussion of strategy, plans or intentions, statements about management’s assumptions, projections or predictions of future events or market outlook and any other statement other than a statement of present or historical fact are forward‑looking statements. We expressly disclaim any obligation to publicly disclose any revisions to these forward‑looking statements to reflect events or circumstances occurring subsequent to filing this Report with the United States Securities and Exchange Commission (the “SEC”), except to the extent required by applicable law. These forward‑looking statements are subject to risks and uncertainties, including, without limitation, those discussed in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 3, “Quantitative and Qualitative Disclosures About Market Risk” of Part I and Item 1, “Legal Proceedings” and Item 1A, “Risk Factors” of Part II of this Report, as well as in Item 1A, “Risk Factors” of Part I and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of Part II of our Annual Report on Form 10-K for the fiscal year ended September 2, 2023. In addition, new risks may emerge from time to time and it is not possible for management to predict such risks or to assess the impact of such risks on our business or financial results. Accordingly, future results may differ materially from historical results or from those discussed or implied by these forward‑looking statements. Given these risks and uncertainties, the reader should not place undue reliance on these forward‑looking statements. These risks and uncertainties include, but are not limited to, the following:

general economic conditions in the markets in which we operate;
changing customer and product mixes;
volatility in commodity and energy prices, the impact of prolonged periods of low, high or rapid inflation, and fluctuations in interest rates;
competition, including the adoption by competitors of aggressive pricing strategies or sales methods;
industry consolidation and other changes in the industrial distribution sector;
our ability to realize the expected benefits from our investment and strategic plans;
our ability to realize the expected cost savings and benefits from our restructuring activities and structural cost reductions;
the retention of key management personnel;
the credit risk of our customers;
the risk of customer cancellation or rescheduling of orders;
difficulties in calibrating customer demand for our products, which could cause an inability to sell excess products ordered from manufacturers resulting in inventory write-downs or could conversely cause inventory shortages of such products;
work stoppages, labor shortages or other disruptions, including those due to extreme weather conditions, at transportation centers, shipping ports, our headquarters or our customer fulfillment centers;
disruptions or breaches of our information technology systems or violations of data privacy laws;
our ability to attract, train and retain qualified sales and customer service personnel and metalworking and specialty sales specialists;
the risk of loss of key suppliers or contractors or key brands or supply chain disruptions;
changes to governmental trade or sanctions policies, including the impact from significant import restrictions or tariffs or moratoriums on economic activity with certain countries or regions;
risks related to opening or expanding our customer fulfillment centers;
our ability to estimate the cost of healthcare claims incurred under our self-insurance plan;
litigation risk due to the nature of our business;
risks associated with the integration of acquired businesses or other strategic transactions;
financial restrictions on outstanding borrowings;
our ability to maintain our credit facilities or incur additional borrowings on terms we deem attractive;
the failure to comply with applicable environmental, health and safety laws and regulations and other laws and regulations applicable to our business;
the outcome of government or regulatory proceedings;



goodwill and other indefinite-lived intangible assets recorded as a result of our acquisitions could become impaired;
our common stock price may be volatile due to factors outside of our control;
the significant influence that our principal shareholders will continue to have over our decisions; and
our ability to realize the desired benefits from the Reclassification (as defined in Note 9, “Shareholders’ Equity”).



MSC INDUSTRIAL DIRECT CO., INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 2, 2024
TABLE OF CONTENTS
Page
Item 5.
i


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
MSC INDUSTRIAL DIRECT CO., INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
March 2,
2024
September 2,
2023
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $22,227 $50,052 
Accounts receivable, net of allowance for credit losses of $20,260 and $22,747, respectively
428,699 435,421 
Inventories 685,373 726,521 
Prepaid expenses and other current assets 128,614 105,519 
Total current assets 1,264,913 1,317,513 
Property, plant and equipment, net 330,765 319,660 
Goodwill 722,101 718,174 
Identifiable intangibles, net 106,833 110,641 
Operating lease assets61,943 65,909 
Other assets 14,839 12,237 
Total assets $2,501,394 $2,544,134 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current portion of debt including obligations under finance leases$257,829 $229,935 
Current portion of operating lease liabilities21,686 21,168 
Accounts payable 208,111 226,299 
Accrued expenses and other current liabilities 142,804 172,034 
Total current liabilities 630,430 649,436 
Long-term debt including obligations under finance leases294,474 224,391 
Noncurrent operating lease liabilities41,230 45,924 
Deferred income taxes and tax uncertainties 131,761 131,801 
Total liabilities 1,097,895 1,051,552 
Commitments and Contingencies
Shareholders’ Equity:
MSC Industrial Shareholders’ Equity:
Preferred Stock; $0.001 par value; 5,000,000 shares authorized; none issued and outstanding
  
Class A Common Stock (one vote per share); $0.001 par value; 100,000,000 shares authorized; 57,600,348 and 48,075,100 shares issued, respectively
58 48 
Class B Common Stock (10 votes per share); $0.001 par value; 0 shares authorized; 0 and 8,654,010 shares issued and outstanding, respectively
 9 
Additional paid-in capital 1,059,405 849,502 
Retained earnings 463,874 755,007 
Accumulated other comprehensive loss (17,340)(17,725)
Class A treasury stock, at cost, 1,299,705 and 1,230,960 shares, respectively
(115,488)(107,677)
Total MSC Industrial shareholders’ equity 1,390,509 1,479,164 
Noncontrolling interest12,990 13,418 
Total shareholders’ equity1,403,499 1,492,582 
Total liabilities and shareholders’ equity $2,501,394 $2,544,134 
See accompanying Notes to Condensed Consolidated Financial Statements.
1


MSC INDUSTRIAL DIRECT CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
Thirteen Weeks EndedTwenty-Six Weeks Ended
March 2,
2024
March 4,
2023
March 2,
2024
March 4,
2023
Net sales $935,348 $961,632 $1,889,317 $1,919,377 
Cost of goods sold 546,737 564,937 1,107,589 1,124,883 
Gross profit 388,611 396,695 781,728 794,494 
Operating expenses 291,235 280,630 581,868 560,325 
Restructuring and other costs6,181 1,783 7,097 3,877 
Income from operations 91,195 114,282 192,763 230,292 
Other income (expense):
Interest expense (6,951)(5,956)(12,271)(12,875)
Interest income 43 151 168 251 
Other expense, net (4,332)(2,299)(9,387)(3,639)
Total other expense(11,240)(8,104)(21,490)(16,263)
Income before provision for income taxes 79,955 106,178 171,273 214,029 
Provision for income taxes 18,390 26,863 40,580 53,502 
Net income 61,565 79,315 130,693 160,527 
Less: Net (loss) income attributable to noncontrolling interest(282)175 (504)73 
Net income attributable to MSC Industrial$61,847 $79,140 $131,197 $160,454 
Per share data attributable to MSC Industrial:
Net income per common share:
Basic $1.10 $1.42 $2.33 $2.87 
Diluted $1.10 $1.41 $2.32 $2.86 
Weighted-average shares used in computing net income per common share:
Basic 56,32555,88056,37755,885
Diluted 56,46756,00156,59556,074
See accompanying Notes to Condensed Consolidated Financial Statements.
2


MSC INDUSTRIAL DIRECT CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Thirteen Weeks EndedTwenty-Six Weeks Ended
March 2,
2024
March 4,
2023
March 2,
2024
March 4,
2023
Net income, as reported $61,565 $79,315 $130,693 $160,527 
Other comprehensive income, net of tax:
Foreign currency translation adjustments 57 2,549 461 3,819 
Comprehensive income(1)
61,622 81,864 131,154 164,346 
Comprehensive income attributable to noncontrolling interest:
Net loss (income)282 (175)504 (73)
Foreign currency translation adjustments(120)(800)(76)(1,135)
Comprehensive income attributable to MSC Industrial$61,784 $80,889 $131,582 $163,138 
(1)There were no material taxes associated with other comprehensive income during the thirteen- and twenty-six-week periods ended March 2, 2024 and March 4, 2023.
See accompanying Notes to Condensed Consolidated Financial Statements.
3


MSC INDUSTRIAL DIRECT CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except per share data)
(Unaudited)
Thirteen Weeks EndedTwenty-Six Weeks Ended
March 2,
2024
March 4,
2023
March 2,
2024
March 4,
2023
Class A Common Stock
Beginning Balance$58 $49 $48 $48 
Associate Incentive Plans    1 
Repurchase and retirement of Class A Common Stock  (1) 
Reclassification of Class B Common Stock to Class A Common Stock  11  
Ending Balance58 49 58 49 
Class B Common Stock
Beginning Balance 9 9 9 
Reclassification of Class B Common Stock to Class A Common Stock   (9) 
Ending Balance 9  9 
Additional Paid-in Capital
Beginning Balance1,052,729 814,493 849,502 798,408 
Associate Incentive Plans6,703 9,800 21,740 25,915 
Repurchase and retirement of Class A Common Stock(27)(25)(241)(55)
Reclassification of Class B Common Stock to Class A Common Stock  188,404  
Ending Balance1,059,405 824,268 1,059,405 824,268 
Retained Earnings
Beginning Balance464,962 703,565 755,007 681,292 
Net Income61,847 79,140 131,197 160,454 
Repurchase and retirement of Class A Common Stock(15,728)(12,240)(139,042)(26,522)
Regular cash dividends declared on Class A Common Stock(46,772)(37,269)(93,964)(74,639)
Regular cash dividends declared on Class B Common Stock (6,837) (13,674)
Reclassification of Class B Common Stock to Class A Common Stock  (188,406) 
Dividend equivalents declared, net of cancellations(435)(533)(918)(1,085)
Ending Balance463,874 725,826 463,874 725,826 
Accumulated Other Comprehensive Loss
Beginning Balance(17,277)(22,186)(17,725)(23,121)
Foreign Currency Translation Adjustment(63)1,749 385 2,684 
Ending Balance(17,340)(20,437)(17,340)(20,437)
Treasury Stock
Beginning Balance(115,399)(109,592)(107,677)(106,202)
Associate Incentive Plans788 1,014 1,582 1,851 
Repurchase of Class A Common Stock(877)(203)(9,393)(4,430)
Ending Balance(115,488)(108,781)(115,488)(108,781)
Total Shareholders’ Equity Attributable to MSC Industrial1,390,509 1,420,934 1,390,509 1,420,934 
Noncontrolling Interest
Beginning Balance13,152 12,082 13,418 11,849 
Foreign Currency Translation Adjustment120 800 76 1,135 
Net (Loss) Income(282)175 (504)73 
Ending Balance12,990 13,057 12,990 13,057 
Total Shareholders’ Equity$1,403,499 $1,433,991 $1,403,499 $1,433,991 
Dividends declared per Class A Common Share$0.83 $0.79 $1.66 $1.58 
Dividends declared per Class B Common Share$ $0.79 $ $1.58 
See accompanying Notes to Condensed Consolidated Financial Statements.
4


MSC INDUSTRIAL DIRECT CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Twenty-Six Weeks Ended
March 2,
2024
March 4,
2023
Cash Flows from Operating Activities:
Net income $130,693 $160,527 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 40,372 37,223 
Amortization of cloud computing arrangements703 468 
Non-cash operating lease cost11,020 9,883 
Stock-based compensation 9,889 9,969 
Loss on disposal of property, plant and equipment236 249 
Non-cash changes in fair value of estimated contingent consideration441  
Provision for credit losses 2,354 5,490 
Expenditures for cloud computing arrangements (6,298)(154)
Changes in operating assets and liabilities:
Accounts receivable 6,468 273,835 
Inventories 44,476 (27,787)
Prepaid expenses and other current assets (22,714)(6,895)
Operating lease liabilities(11,234)(9,820)
Other assets2,813 (897)
Accounts payable and accrued liabilities(49,308)(35,651)
Total adjustments 29,218 255,913 
Net cash provided by operating activities 159,911 416,440 
Cash Flows from Investing Activities:
Expenditures for property, plant and equipment (43,783)(40,571)
Cash used in acquisitions, net of cash acquired (9,868)(20,533)
Net cash used in investing activities (53,651)(61,104)
Cash Flows from Financing Activities:
Repurchases of Class A Common Stock(148,677)(31,007)
Payments of regular cash dividends (93,964)(88,313)
Proceeds from sale of Class A Common Stock in connection with Associate Stock Purchase Plan 2,327 2,332 
Proceeds from exercise of Class A Common Stock options 8,251 12,775 
Borrowings under credit facilities297,000 208,000 
Payments under credit facilities(202,000)(403,000)
Borrowings under financing obligations3,850 1,061 
Payments under Shelf Facility Agreements and Private Placement Debt (50,000)
Other, net(1,064)(1,171)
Net cash used in financing activities (134,277)(349,323)
Effect of foreign exchange rate changes on cash and cash equivalents 192 65 
Net (decrease) increase in cash and cash equivalents (27,825)6,078 
Cash and cash equivalents—beginning of period 50,052 43,537 
Cash and cash equivalents—end of period $22,227 $49,615 
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes $55,743 $58,641 
Cash paid for interest $11,996 $10,327 
See accompanying Notes to Condensed Consolidated Financial Statements.
5


MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
Note 1. Basis of Presentation
The unaudited Condensed Consolidated Financial Statements have been prepared by the management of MSC Industrial Direct Co., Inc. (together with its wholly owned subsidiaries and entities in which it maintains a controlling financial interest, “MSC Industrial” or the “Company”) and in the opinion of management include all normal recurring adjustments necessary to present fairly the Company’s financial position as of March 2, 2024 and September 2, 2023, results of operations for the thirteen- and twenty-six weeks ended March 2, 2024 and March 4, 2023, and cash flows for the twenty-six weeks ended March 2, 2024 and March 4, 2023. The financial information as of September 2, 2023 was derived from the Company’s audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 2, 2023.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the SEC. The Company, however, believes that the disclosures contained in this Report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a Quarterly Report on Form 10-Q and are adequate to make the information presented not misleading. The unaudited Condensed Consolidated Financial Statements and these Notes to Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 2, 2023.
Fiscal Year
The Company operates on a 52/53-week fiscal year ending on the Saturday closest to August 31st of each year. References to “fiscal year 2024” refer to the period from September 3, 2023 to August 31, 2024, which is a 52-week fiscal year. References to “fiscal year 2023” refer to the period from September 4, 2022 to September 2, 2023, which is a 52-week fiscal year. The fiscal quarters ended March 2, 2024 and March 4, 2023 refer to the thirteen weeks ended as of those dates.
Principles of Consolidation
The unaudited Condensed Consolidated Financial Statements include the accounts of MSC Industrial Direct Co., Inc., its wholly owned subsidiaries and entities in which it maintains a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation.
Reclassifications
Reclassifications were made to the unaudited Condensed Consolidated Statement of Cash Flows for the first half of fiscal year 2023 to conform with the current year presentation.
Accounting Standards Not Yet Adopted
In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires entities, including those with a single reporting segment, to disclose significant segment expenses that are regularly provided to the chief operating decision maker, among other provisions. The ASU is effective for fiscal year periods beginning after December 15, 2023, including subsequent interim periods, with early adoption permitted, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. The ASU primarily enhances and expands both the income tax rate reconciliation disclosure and the income taxes paid disclosure. The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is
6


MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
currently evaluating the standard to determine the impact of adoption on its consolidated financial statements and disclosures.

In March 2024, the SEC issued its final rule on the enhancement and standardization of climate-related disclosures for investors. These wide-ranging disclosures require annual disclosure of material greenhouse gas emissions as well as disclosure of governance, risk management and strategy related to material climate-related risks. Within the notes to financial statements, the final rule requires disclosure of expenditures recognized, subject to certain thresholds, attributable to severe weather. Outside of the financial statements, the final rule requires qualitative and quantitative disclosures about material scope 1 and scope 2 greenhouse gas emissions. Also required is disclosure of the risk management process and the oversight practices of the Board of Directors and management related to climate-related risks. The final rule follows a compliance phase-in timeline, with the first requirements required to be adopted for the Company’s fiscal year 2026, followed in later years by greenhouse gas-related requirements. The Company is currently evaluating the rule to determine the impact on its consolidated financial statements and disclosures.
Note 2. Revenue
Revenue Recognition
Net sales include product revenue and shipping and handling charges, net of estimated sales returns and any related sales incentives. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. All revenue is recognized when the Company satisfies its performance obligations under the contract, which is determined to occur when the customer obtains control of the products, and invoicing occurs at approximately the same point in time. The Company’s product sales have standard payment terms that do not exceed one year. The Company considers shipping and handling as activities to fulfill its performance obligations. Substantially all of the Company’s contracts have a single performance obligation, to deliver products, and are short-term in nature. The Company estimates product returns based on historical return rates. Total accrued sales returns were $8,464 and $8,632 as of March 2, 2024 and September 2, 2023, respectively, and are reported as accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheets. Sales taxes and value-added taxes in foreign jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales.
Consideration Payable to Customers
The Company offers customers sales incentives, which primarily consist of volume rebates, and upfront sign-on payments. These volume rebates and sign-on payments are not in exchange for a distinct good or service and result in a reduction of net sales from the goods transferred to the customer at the later of when the related revenue is recognized or when the Company promises to pay the consideration. The Company estimates its volume rebate accruals and records its sign-on payments based on various factors, including contract terms, historical experience, and performance levels. Total accrued sales incentives, primarily related to volume rebates, were $23,500 and $31,954 as of March 2, 2024 and September 2, 2023, respectively, and are included in accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheets. Sign-on payments, not yet recognized as a reduction of net sales, are recorded in prepaid expenses and other current assets in the unaudited Condensed Consolidated Balance Sheets and were $3,551 and $3,733 as of March 2, 2024 and September 2, 2023, respectively.
Contract Assets and Liabilities
The Company records a contract asset when it has a right to payment from a customer that is conditioned on events other than the passage of time. The Company records a contract liability when customers prepay but the Company has not yet satisfied its performance obligations. The Company did not have material contract assets or liabilities as of March 2, 2024 and September 2, 2023.
Disaggregation of Revenue
The Company has determined that it operates as one operating and reportable segment as a distributor of metalworking and maintenance, repair and operations products and services. The conclusion of a single reporting segment is based on the nature of the products the Company sells to its diverse customer base, the distribution footprint and the regulatory environment in which Company operates.
7


MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
The Company serves a large number of customers of various types and in diverse industries, which are subject to different economic and industry factors. The Company’s presentation of net sales by customer end-market, customer type and geography most reasonably depicts how the nature, amount, timing and uncertainty of Company revenue and cash flows are affected by economic and industry factors. The Company does not disclose net sales information by product category as it is impracticable to do so as a result of its numerous product offerings and the way its business is managed.
The following table presents the Company’s percentage of revenue by customer end-market for the thirteen- and twenty-six-week periods ended March 2, 2024 and March 4, 2023:
Thirteen Weeks Ended Twenty-Six Weeks Ended
March 2, 2024March 4, 2023March 2, 2024March 4, 2023
Manufacturing Heavy48 %49 %47 %49 %
Manufacturing Light21 %20 %21 %20 %
Public Sector8 %8 %9 %8 %
Retail/Wholesale8 %7 %8 %7 %
Commercial Services4 %4 %4 %4 %
Other (1)
11 %12 %11 %12 %
Total 100 %100 %100 %100 %

(1)The Other category primarily includes individual customer and small business net sales not assigned to a specific industry classification.

The Company groups customers into three categories by type of customer: national account, public sector and core and other. National account customers include Fortune 1000 companies, large privately held companies, and international companies doing business in North America. Public sector customers are governments and their instrumentalities such as federal agencies, state governments, and public sector healthcare providers. Federal government customers include the United States Marine Corps, the United States Coast Guard, the United States Postal Service, the United States General Services Administration, the United States Department of Defense, the United States Department of Energy, large and small military bases, Veterans Affairs hospitals, and correctional facilities. The Company has individual state and local contracts, as well as contracts through partnerships with several state co-operatives. Core and other customers are those customers that are not national account customers or public sector customers.

The following table presents the Company’s percentage of revenue by customer type for the thirteen- and twenty-six-week periods ended March 2, 2024 and March 4, 2023:
Thirteen Weeks Ended (1)
Twenty-Six Weeks Ended (1)
March 2, 2024March 4, 2023March 2, 2024March 4, 2023
National Account Customers38 %36 %37 %36 %
Public Sector Customers 8 %8 %9 %8 %
Core and Other Customers54 %56 %54 %56 %
Total100 %100 %100 %100 %
(1)Includes a reclassification of certain customers during the second quarter of fiscal year 2024, primarily between national account customers and core and other customers.
8


MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
The Company’s revenue originating from the following geographic areas was as follows for the thirteen- and twenty-six-week periods ended March 2, 2024 and March 4, 2023:
Thirteen Weeks EndedTwenty-Six Weeks Ended
March 2, 2024March 4, 2023March 2, 2024March 4, 2023
United States95 %95 %95 %95 %
Mexico2 %2 %2 %2 %
Canada2 %1 %2 %2 %
North America 99 %98 %99 %99 %
Other foreign countries1 %2 %1 %1 %
Total 100 %100 %100 %100 %
Note 3. Net Income per Share
Basic net income per share is computed by dividing net income by the weighted-average number of shares of the Company’s Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), and the Company’s Class B Common Stock, par value $0.001 per share (“Class B Common Stock” and, together with Class A Common Stock, “Common Stock”), outstanding during the period. In the first quarter of fiscal year 2024, all Class B Common Stock was reclassified, exchanged and converted into Class A Common Stock in connection with the Reclassification. See Note 9, “Shareholders’ Equity” for additional information. Diluted net income per share is computed by dividing net income by the weighted-average number of shares of Common Stock outstanding during the period, including potentially dilutive shares of Common Stock equivalents outstanding during the period. The dilutive effect of potential shares of Common Stock is determined using the treasury stock method. The following table sets forth the computation of basic and diluted net income per common share under the treasury stock method for the thirteen- and twenty-six-week periods ended March 2, 2024 and March 4, 2023:
Thirteen Weeks EndedTwenty-Six Weeks Ended
March 2,
2024
March 4,
2023
March 2,
2024
March 4,
2023
Numerator:
Net income attributable to MSC Industrial, as reported$61,847 $79,140 $131,197 $160,454 
Denominator:
Weighted-average shares outstanding for basic net income per share56,325 55,880 56,377 55,885 
Effect of dilutive securities142 121 218 189 
Weighted-average shares outstanding for diluted net income per share56,467 56,001 56,595 56,074 
Net income per share:
Basic$1.10 $1.42 $2.33 $2.87 
Diluted$1.10 $1.41 $2.32 $2.86 
Potentially dilutive securities152158225
Potentially dilutive securities attributable to outstanding share-based awards are excluded from the calculation of diluted net income per share when the combined exercise price and average unamortized fair value are greater than the average market price of Class A Common Stock, and, therefore, their inclusion would be anti-dilutive.
9


MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
Note 4. Stock-Based Compensation
The Company accounts for all stock-based payments in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation—Stock Compensation,” as amended. Stock-based compensation expense included in Operating expenses for the thirteen- and twenty-six-week periods ended March 2, 2024 and March 4, 2023 was as follows:
Thirteen Weeks EndedTwenty-Six Weeks Ended
March 2,
2024
March 4,
2023
March 2,
2024
March 4,
2023
Stock options$ $ $ $101 
Restricted stock units (1)
3,777 3,957 8,052 7,668 
Performance share units (1)
832 945 1,653 2,040 
Associate Stock Purchase Plan79 77 184 160 
Stock-based compensation expense4,688 4,979 9,889 9,969 
Deferred income tax benefit(1,079)(1,259)(2,343)(2,492)
Stock-based compensation expense, net$3,609 $3,720 $7,546 $7,477 
(1)Includes equity award acceleration costs associated with associate severance and separation, which are included in Restructuring and other costs in the unaudited Condensed Consolidated Statements of Income for the thirteen- and twenty-six-week periods ended March 2, 2024. See Note 10, “Restructuring and Other Costs” for additional information.
Stock Options
Subsequent to the stock option grant in fiscal year 2019, the Company discontinued its grants of stock options. The fair value of each option grant in previous fiscal years was estimated on the date of grant using the Black-Scholes option pricing model.
A summary of the Company’s stock option activity for the twenty-six-week period ended March 2, 2024 is as follows:
SharesWeighted-Average Exercise Price per ShareWeighted-Average Remaining Contractual Term (in
years)
Aggregate Intrinsic Value
Outstanding on September 2, 2023218$81.60 
Granted  
Exercised (103)80.25 
Canceled/Forfeited/Expired 
Outstanding on March 2, 2024115$82.81 1.5$2,006 
Exercisable on March 2, 2024115$82.81 1.5$2,006 
The aggregate intrinsic value of options exercised, which represents the difference between the exercise price and the market value of Class A Common Stock measured at each individual exercise date, during the twenty-six-week periods ended March 2, 2024 and March 4, 2023 was $1,784 and $1,563, respectively. There were no unrecognized stock‑based compensation costs related to stock options at March 2, 2024.
Performance Share Units
In fiscal year 2020, the Company began granting performance share units (“PSUs”) as part of its long-term stock-based compensation program. PSUs cliff vest after a three-year performance period based on the achievement of specific
10


MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
performance goals as set forth in the applicable award agreement. Based on the extent to which the performance goals are achieved, vested shares may range from 0% to 200% of the target award amount.
The following table summarizes all transactions related to PSUs under the MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan (the “2015 Omnibus Incentive Plan”) and the MSC Industrial Direct Co., Inc. 2023 Omnibus Incentive Plan (the “2023 Omnibus Incentive Plan”) (based on target award amounts) for the twenty-six-week period ended March 2, 2024:
SharesWeighted-Average Grant Date Fair Value
Non-vested PSUs at September 2, 2023112$81.81 
Granted4597.78 
PSU adjustment (1)
2374.79 
Vested (46)74.79 
Canceled/Forfeited(2)84.31 
Non-vested PSUs at March 2, 2024 (2)
132$88.39 

(1)PSU adjustment represents the net PSUs awarded above or below their target grants resulting from the achievement of performance goals above or below the performance targets established at grant. One grant goal was achieved at 200% of its target based on fiscal year 2021 through fiscal year 2023 financial results.
(2)Excludes approximately 6 shares of accrued incremental dividend equivalent rights on outstanding PSUs granted under the 2015 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan.
Restricted Stock Units
A summary of the Company’s non-vested restricted stock unit (“RSU”) award activity under the 2015 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan for the twenty-six-week period ended March 2, 2024 is as follows:
SharesWeighted-Average Grant Date Fair Value
Non-vested RSUs at September 2, 2023467$80.98 
Granted19198.13 
Vested (186)80.52 
Canceled/Forfeited (17)86.15 
Non-vested RSUs at March 2, 2024 (1)
455$88.19 
(1)Excludes approximately 28 shares of accrued incremental dividend equivalent rights on outstanding RSUs granted under the 2015 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan.
The fair value of each PSU and RSU is the closing stock price on the New York Stock Exchange of Class A Common Stock on the date of grant. PSUs are expensed over the three-year performance period of each respective grant and RSUs are expensed over the vesting period of each respective grant. Forfeitures of share-based awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimated forfeitures. The Company uses historical data to estimate pre-vesting PSU and RSU forfeitures and records stock-based compensation expense only for PSU and RSU awards that are expected to vest. Upon vesting, and, in the case of the PSUs, subject to the achievement of specific performance goals, a portion of the PSU and RSU awards may be withheld to satisfy the statutory income tax withholding obligation, and the remaining PSUs and RSUs will be settled in shares of Class A Common Stock. These awards accrue dividend equivalents on the underlying PSUs and RSUs (in the form of additional stock units) based on dividends declared on Class A Common Stock, and these dividend equivalents are paid to the award recipient in the form of unrestricted shares of Class A Common Stock on the vesting dates of the underlying PSUs and RSUs, subject, in the case of the dividend equivalents on the underlying PSUs, to the same performance vesting requirements. The unrecognized stock-based compensation costs related to the PSUs and RSUs at March 2, 2024 were $6,000 and $34,006, respectively, which are expected to be recognized over a weighted-average period of 1.7 and 3.0 years, respectively.
11


MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
Note 5. Fair Value
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 below fair value hierarchy prioritizes the inputs used to measure fair value into three levels, with Level 1 being of the highest priority. The three levels of inputs used to measure fair value are as follows:
Level 1—    Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2—    Include other inputs that are directly or indirectly observable in the marketplace.
Level 3—    Unobservable inputs which are supported by little or no market activity.
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and outstanding indebtedness. Cash and cash equivalents include investments in a money market fund which are reported at fair value. The fair value of money market funds is determined using quoted prices for identical investments in active markets, which are considered to be Level 1 inputs within the fair value hierarchy. The Company uses a market approach to determine the fair value of its debt instruments, utilizing quoted prices in active markets, interest rates and other relevant information generated by market transactions involving similar instruments. Therefore, the inputs used to measure the fair value of the Company’s debt instruments are classified as Level 2 within the fair value hierarchy. The reported carrying amounts of the Company’s financial instruments approximated their fair values as of March 2, 2024 and March 4, 2023.
During the thirteen- and twenty-six-week periods ended March 2, 2024 and March 4, 2023, the Company had no material remeasurements of non-financial assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition.
Note 6. Accounts Receivable
Accounts receivables at March 2, 2024 and September 2, 2023 consisted of the following:
March 2,
2024
September 2,
2023
Accounts receivable$448,959 $458,168 
Less: allowance for credit losses20,260 22,747 
Accounts receivable, net$428,699 $435,421 

In the second quarter of fiscal year 2023, the Company entered into a Receivables Purchase Agreement (the “RPA”), by and among MSC A/R Holding Co., LLC, a wholly owned subsidiary of the Company (the “Receivables Subsidiary”), as seller, the Company, as master servicer, certain purchasers from time to time party thereto (collectively, the “Purchasers”), and Wells Fargo Bank, National Association, as administrative agent. Under the RPA, the Receivables Subsidiary may sell receivables to the Purchasers in amounts up to $300,000. During the second quarter of fiscal year 2023, the amount sold to the Purchasers was $300,000 which was derecognized from the Condensed Consolidated Balance Sheet as of that date. The RPA matures on December 19, 2025 and is subject to customary termination events related to transactions of this type.

The Company continues to be involved with the receivables sold to the Purchasers by providing collection services. As cash is collected on sold receivables, the Receivables Subsidiary continuously sells new qualifying receivables to the Purchasers so that the total principal amount outstanding of receivables sold is approximately $300,000. The total principal amount outstanding of receivables sold was approximately $300,000 as of March 2, 2024 and September 2, 2023. The amount of receivables pledged as collateral as of March 2, 2024 and September 2, 2023 was $348,848 and $352,385, respectively.
12


MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
The following table summarizes the activity and amounts outstanding under the RPA for the thirteen- and twenty-six-week periods ended March 2, 2024 and March 4, 2023:
Thirteen Weeks EndedTwenty-Six Weeks Ended
March 2,
2024
March 4,
2023
March 2,
2024
March 4,
2023
Receivables sold under the RPA$316,877 $543,124 $629,857 $543,124 
Cash collected on sold receivables under the RPA$316,877 $243,121 $629,857 $243,121 
The receivables sold incurred fees due to the Purchasers of $4,616 and $9,227 during the thirteen- and twenty-six-week periods ended March 2, 2024, respectively, and $3,323 during both the thirteen- and twenty-six-week periods ended March 4, 2023, which were recorded within Other expense, net in the unaudited Condensed Consolidated Statements of Income. The financial covenants under the RPA are substantially the same as those under the Credit Facilities, the Private Placement Debt and the Shelf Facility Agreements (each, as defined below). See Note 8, “Debt” for more information about these financial covenants.
Note 7. Acquisitions

SMRT Asset Acquisition

In December 2023, the Company acquired certain intellectual property assets from Schmitz Manufacturing Research & Technology LLC (“SMRT”), a leading company in mechanical, aerospace and manufacturing engineering. The acquired assets relate to SMRT’s technology assets for the United States manufacturing industry. With this investment, the Company intends to enhance its ability to create and advance technology for the United States machining industry to strengthen its market leadership in metalworking.

This acquisition was accounted for as an asset acquisition, as the fair value of the gross assets acquired is concentrated in the value of the SMRT intellectual property intangible assets. The total cost of the acquisition was $2,894, inclusive of approximately $145 of transaction-related costs and $1,200 of deferred consideration payable to the sellers, in accordance with the asset purchase agreement. The Company allocated the total cost of the acquisition to intellectual property intangible assets and assigned the assets a useful life of five years.

Acquisition of KAR

In January 2024, the Company acquired 100% of the outstanding shares of privately held KAR Industrial Inc. (“KAR”), a Canada-based metalworking distributor, for aggregate consideration of $8,903, which includes cash paid of $8,303, subject to certain post-closing adjustments, and contingent consideration to be paid out of $747, which had a present value of $600 as of the acquisition date based on a Monte Carlo Simulation approach. Total cash consideration funded by the Company came from available cash resources.

KAR specializes in measuring and cutting tools, machine tool accessories and other manufacturing-related supplies across Canada’s industrial landscape. The Company expects to capitalize on KAR’s metalworking expertise, knowledge of the Canadian market and value-added services by offering KAR’s customers access to the full breadth of MSC Industrial’s product portfolio, including E-commerce capabilities.

This acquisition was accounted for as a single business acquisition pursuant to ASC Topic 805, “Business Combinations” (“ASC Topic 805”). As required by ASC Topic 805, the Company allocated the consideration to assets and liabilities based on their estimated fair value at the acquisition date. The Company’s purchase accounting as of March 2, 2024 is preliminary primarily due to the pending final valuation and an expected working capital adjustment to the purchase price.

13


MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
The following table summarizes the amounts of identified assets acquired and liabilities assumed based on their estimated fair value at the acquisition date:


Cash $129 
Inventories3,130 
Accounts receivable1,987 
Prepaid expenses and other current assets 115 
Identifiable intangibles971 
Goodwill 3,885 
Property, plant and equipment45 
Total assets acquired$10,262 
Accounts payable 1,196 
Accrued liabilities163 
Total liabilities assumed$1,359 
Total purchase price consideration$8,903 

Acquired identifiable intangible assets with a fair value of $971 consisted of customer relationships of $747 with useful lives of 10 years and trade names of $224 with useful lives of five years. The goodwill amount of $3,885 represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed. The primary items that generated the goodwill were the premiums paid by the Company for the right to control the business acquired and the benefit of expanding the Company’s metalworking footprint within the Canadian market. This goodwill will not be amortized and will be included in the Company’s periodic test for impairment at least annually. The goodwill is non-deductible for income tax purposes.

The amount of combined revenue and income before provision for income taxes from KAR included in the unaudited Condensed Consolidated Statements of Income for the thirteen- and twenty-six-week periods ended March 2, 2024 was $2,476 and $99, respectively. In addition, for the thirteen- and twenty-six-week periods ended March 2, 2024, the Company incurred non-recurring transaction and integration costs relating to the acquisition totaling $465, which are included in Operating expenses in the unaudited Condensed Consolidated Statements of Income.
14


MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
Note 8. Debt
Debt at March 2, 2024 and September 2, 2023 consisted of the following:
March 2,
2024
September 2,
2023
Amended Revolving Credit Facility$120,000 $50,000 
Uncommitted Credit Facilities205,000 180,000 
Long-Term Note Payable4,750 4,750 
Private Placement Debt:
2.90% Senior Notes, Series B, due July 28, 2026
100,000 100,000 
3.79% Senior Notes, due June 11, 2025
20,000 20,000 
2.60% Senior Notes, due March 5, 2027
50,000 50,000 
2.40% Series 2019A Notes, due March 5, 2024 (1)
50,000 50,000 
Financing arrangements3,106 127 
Obligations under finance leases295 475 
Less: unamortized debt issuance costs(848)(1,026)
Total debt, including obligations under finance leases$552,303 $454,326 
Less: current portion(257,829)
(2)
(229,935)
(3)
Total long-term debt, including obligations under finance leases$294,474 $224,391 
(1)Represents private placement debt issued under the Shelf Facility Agreements.
(2)Consists of $205,000 from the Uncommitted Credit Facilities (as defined below), $50,000 from the 2.40% Series 2019A Notes, due March 5, 2024, $3,045 from financing arrangements, $129 from obligations under finance leases and net of unamortized debt issuance costs of $345 expected to be amortized in the next 12 months.
(3)Consists of $180,000 from the Uncommitted Credit Facilities, $50,000 from the 2.40% Series 2019A Notes, due March 5, 2024, $37 from financing arrangements, $249 from obligations under finance leases and net of unamortized debt issuance costs of $351 expected to be amortized in the next 12 months.
Amended Revolving Credit Facility
In April 2017, the Company entered into a $600,000 revolving credit facility, which was subsequently amended and extended in August 2021 (as amended and extended, the “Amended Revolving Credit Facility”). The Amended Revolving Credit Facility, which matures on August 24, 2026, provides for a five-year unsecured revolving loan facility on a committed basis. The interest rate for borrowings under the Amended Revolving Credit Facility is based on either the Adjusted Term SOFR Rate (as defined in the Amended Revolving Credit Facility) or a base rate, plus a spread based on the Company’s consolidated leverage ratio at the end of each fiscal reporting quarter. The Company currently elects to have loans under the Amended Revolving Credit Facility bear interest based on the Adjusted Term SOFR Rate with one-month interest periods.
The Amended Revolving Credit Facility permits up to $50,000 to be used to fund letters of credit. The Amended Revolving Credit Facility also permits the Company to initiate one or more incremental term loan facilities and/or to increase the revolving loan commitments in an aggregate amount not to exceed $300,000. Subject to certain limitations, each such incremental term loan facility or revolving loan commitment increase will be on terms as agreed to by the Company, the administrative agent and the lenders providing such financing. Outstanding letters of credit were $6,304 and $5,269 at March 2, 2024 and September 2, 2023, respectively.
Uncommitted Credit Facilities
During the second quarter of fiscal year 2024, the Company extended two of its three uncommitted credit facilities. The third uncommitted credit facility is expected to be extended in the third quarter of fiscal year 2024. These facilities (collectively, the “Uncommitted Credit Facilities” and, together with the Amended Revolving Credit Facility, the
15


MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
“Credit Facilities”) total $208,000 in aggregate maximum uncommitted availability, under which $205,000 and $180,000 were outstanding at March 2, 2024 and September 2, 2023, respectively, and are included in Current portion of debt including obligations under finance leases in the unaudited Condensed Consolidated Balance Sheets. The interest rate on the Uncommitted Credit Facilities is based on the Secured Overnight Financing Rate. Borrowings under the Uncommitted Credit Facilities are due at the end of the applicable interest period, which is typically one month but may be up to six months and may be rolled over to a new interest period at the option of the applicable lender. The Company’s lenders have, in the past, been willing to roll over the principal amount outstanding under the Uncommitted Credit Facilities at the end of each interest period but are not obligated to do so. Each Uncommitted Credit Facility matures within one year of entering into such Uncommitted Credit Facility and contains certain limited covenants which are substantially the same as the limited covenants contained in the Amended Revolving Credit Facility. All of the Uncommitted Credit Facilities are unsecured and rank equally in right of payment with the Company’s other unsecured indebtedness.
During the twenty-six-week period ended March 2, 2024, the Company borrowed an aggregate $297,000 and repaid an aggregate $202,000 under the Credit Facilities. As of March 2, 2024 and September 2, 2023, the weighted-average interest rates on borrowings under the Credit Facilities were 6.23% and 6.17%, respectively.
Private Placement Debt
In July 2016, the Company completed the issuance and sale of $100,000 aggregate principal amount of 2.90% Senior Notes, Series B, due July 28, 2026; in June 2018, the Company completed the issuance and sale of $20,000 aggregate principal amount of 3.79% Senior Notes, due June 11, 2025; and, in March 2020, the Company completed the issuance and sale of $50,000 aggregate principal amount of 2.60% Senior Notes, due March 5, 2027 (collectively, the “Private Placement Debt”). Interest is payable semiannually at the fixed stated interest rates. All of the Private Placement Debt is unsecured.
Shelf Facility Agreements
In January 2018, the Company entered into Note Purchase and Private Shelf Agreements with MetLife Investment Advisors, LLC (the “MetLife Note Purchase Agreement”) and PGIM, Inc. (the “Prudential Note Purchase Agreement” and, together with the MetLife Note Purchase Agreement, the “Shelf Facility Agreements”). Each of the MetLife Note Purchase Agreement and the Prudential Note Purchase Agreement provides for an uncommitted facility for the issuance and sale of up to an aggregate total of $250,000 of unsecured senior notes, at a fixed rate. As of March 2, 2024, $50,000 aggregate principal amount of 2.40% Series 2019A Notes, due March 5, 2024, was outstanding under notes issued in private placements pursuant to the Shelf Facility Agreements.
Subsequent to the fiscal quarter ended March 2, 2024, the Company paid $50,000 to satisfy its obligation on the 2.40% Series 2019A Notes, due March 5, 2024, associated with the Shelf Facility Agreements.
Covenants
Each of the Credit Facilities, the Private Placement Debt and the Shelf Facility Agreements imposes several restrictive covenants. As of March 2, 2024, the Company was in compliance with the operating and financial covenants of the Credit Facilities, the Private Placement Debt and the Shelf Facility Agreements.
Note 9. Shareholders’ Equity
Common Stock Repurchases and Treasury Stock
In June 2021, the Board of Directors of the Company (the “Board”) terminated the existing share repurchase plan and authorized a new share repurchase plan (the “Share Repurchase Plan”) to purchase up to 5,000 shares of Class A Common Stock. There is no expiration date for the Share Repurchase Plan. As of March 2, 2024, the maximum number of shares of Class A Common Stock that were available for repurchase under the Share Repurchase Plan was 2,278 shares. The Share Repurchase Plan allows the Company to repurchase shares at any time and in any increments it deems appropriate in accordance with Rule 10b-18 under the Exchange Act.
16


MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
During the thirteen- and twenty-six-week periods ended March 2, 2024, the Company repurchased 175 shares and 1,542 shares, respectively, of Class A Common Stock for $16,632 and $148,677, respectively. From these totals, 9 shares and 96 shares, respectively, were repurchased by the Company to satisfy the Company’s associates’ tax withholding liability associated with its stock-based compensation program and are reflected at cost as treasury stock in the unaudited Condensed Consolidated Financial Statements for the thirteen- and twenty-six-week periods ended March 2, 2024 and the remainder were immediately retired. During the thirteen- and twenty-six-week periods ended March 4, 2023, the Company repurchased 152 shares and 385 shares, respectively, of Class A Common Stock for $12,468 and $31,007, respectively. From these totals, 2 shares and 54 shares, respectively, were repurchased by the Company to satisfy the Company’s associates’ tax withholding liability associated with its stock-based compensation program and are reflected at cost as treasury stock in the unaudited Condensed Consolidated Financial Statements for the thirteen- and twenty-six-week periods ended March 4, 2023 and the remainder were immediately retired.
The Company reissued 14 shares and 27 shares of treasury stock during the thirteen- and twenty-six-week periods ended March 2, 2024, respectively, and reissued 17 shares and 31 shares of treasury stock during the thirteen- and twenty-six-week periods ended March 4, 2023, respectively, to fund the MSC Industrial Direct Co., Inc. Amended and Restated Associate Stock Purchase Plan.
Dividends on Common Stock
The Company paid aggregate regular cash dividends of $1.66 per share totaling $93,964 for the twenty-six-week period ended March 2, 2024. For the twenty-six-week period ended March 4, 2023, the Company paid aggregate regular cash dividends of $1.58 per share totaling $88,313.
On March 26, 2024, the Board declared a regular cash dividend of $0.83 per share, payable on April 23, 2024, to shareholders of record at the close of business on April 9, 2024. The dividend is expected to result in aggregate payments of $46,730, based on the number of shares outstanding at March 15, 2024.
Reclassification
In the first quarter of fiscal year 2024, the Company completed its previously announced reclassification (the “Reclassification”) of the Common Stock to eliminate the Class B Common Stock, effective at the time that the Company’s Restated Certificate of Incorporation was duly filed with the Secretary of State of the State of New York (the “Effective Time”), as contemplated by that certain Reclassification Agreement, dated as of June 20, 2023 (the “Reclassification Agreement”), with Mitchell Jacobson, Erik Gershwind, other members of the Jacobson / Gershwind family and certain entities affiliated with the Jacobson / Gershwind family (collectively, the “Jacobson / Gershwind Family Shareholders”). Pursuant to the Reclassification, each share of Class B Common Stock issued and outstanding immediately prior to the Effective Time was reclassified, exchanged and converted into 1.225 shares of Class A Common Stock. The issuance of Class A Common Stock in connection with the Reclassification was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S‐4 (File No. 333-273418).
As contemplated by the Reclassification Agreement, a number of corporate governance changes were implemented, including the following:

the Jacobson / Gershwind Family Shareholders have the right to designate (i) two individuals (one of whom will be Mr. Erik Gershwind so long as he is the Company’s Chief Executive Officer) for nomination for election to the Board so long as the Jacobson / Gershwind Family Shareholders own 10% or more of the issued and outstanding shares of Class A Common Stock and (ii) one individual for nomination for election to the Board so long as the Jacobson / Gershwind Family Shareholders own less than 10% but more than 5% of the issued and outstanding shares of Class A Common Stock;
the Jacobson / Gershwind Family Shareholders have each granted an irrevocable proxy authorizing the Company to vote such pro rata portion of shares of Class A Common Stock beneficially owned by the Jacobson / Gershwind Family Shareholders or their permitted transferees in excess of 15% of the issued and outstanding shares of Class A Common Stock in proportion to the votes of other holders (i.e., excluding any Jacobson / Gershwind Family Shareholders and their permitted transferees) entitled to vote and that do in fact vote;
certain standstill and lock-up provisions for the Jacobson / Gershwind Family Shareholders;
17


MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
the transition of the approval standard for certain significant transactions (including mergers, asset sales, share exchanges and dissolution) from a two-thirds supermajority to a majority of the issued and outstanding shares of Class A Common Stock entitled to vote thereon;
the adoption of a “majority of the votes cast” standard for uncontested director elections; and
the designation of (i) the New York Supreme Court as the exclusive forum for (a) certain derivative claims, (b) claims asserting breach of fiduciary duties, (c) claims pursuant to the New York Business Corporation Law, the Company’s Restated Certificate of Incorporation or the Company’s Third Amended and Restated By-Laws or (d) claims governed by the internal affairs doctrine and (ii) the U.S. federal district courts as the exclusive forum for claims under the Securities Act.
Note 10. Restructuring and Other Costs
Optimization of Company Operations and Profitability Improvement
The Company continues to identify opportunities for improvements in its workforce realignment, strategy and staffing, and its focus on performance management, to ensure it has the right skill sets and number of associates to execute its long-term vision. As such, the Company extends voluntary and involuntary severance and separation benefits to certain associates in order to facilitate its workforce realignment that qualify as exit and disposal costs under accounting principles generally accepted in the United States of America. In the second quarter of fiscal year 2024, Restructuring and other costs principally consisted of severance and separation charges relating to an associate voluntary termination program.

In addition, from time to time, the Company incurs certain expenses that are an integral component of, and directly attribute to, its restructuring activities, which do not qualify as exit and disposal costs under accounting principles generally accepted in the United States of America. These include professional and consulting-related costs directly associated with the optimization of the Company’s operations and profitability improvement, which are also included in Restructuring and other costs in the unaudited Condensed Consolidated Statements of Income.
The following table summarizes Restructuring and other costs for the thirteen- and twenty-six-week periods ended March 2, 2024 and March 4, 2023:
Thirteen Weeks EndedTwenty-Six Weeks Ended
March 2,
2024
March 4,
2023
March 2,
2024
March 4,
2023
Consulting-related costs$998 $1,540 $1,074 $3,115 
Associate severance and separation costs4,904 243 5,640 762 
Equity award acceleration costs associated with severance 279  383  
Total Restructuring and other costs$6,181 $1,783 $7,097 $3,877 
Liabilities associated with Restructuring and other costs are included in Accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheet as of March 2, 2024. The following table summarizes activity related to liabilities associated with Restructuring and other costs for the twenty-six-week period ended March 2, 2024:
Consulting-related costsAssociate severance and separation costsTotal
Balance at September 2, 2023$100 $1,037 $1,137 
Additions1,074 5,640 6,714 
Payments and other adjustments(1,057)(1,448)(2,505)
Balance at March 2, 2024$117 $5,229 $5,346 
18


MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
(Unaudited)
Note 11. Income Taxes
During the twenty-six-week period ended March 2, 2024, there were no material changes in unrecognized tax benefits.
During fiscal year 2023, the Company received funds related to Employee Retention Credit (“ERC”) claims previously submitted. As there is no authoritative guidance under accounting principles generally accepted in the United States of America on accounting for government assistance to for-profit business entities, the Company accounts for the ERC by analogy to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance. Management determined the probability threshold has not been met for $5,129 of the funds received in fiscal year 2023, and, as such, that portion of the funds remains in accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheet as of March 2, 2024. This amount will be recognized in the unaudited Condensed Consolidated Statement of Income when the probability threshold has been met, which the Company has determined to be the earlier of a completed audit or the lapse of the relevant statute of limitations.
The Company’s effective tax rate was 23.7% for the twenty-six-week period ended March 2, 2024, as compared to 25.0% for the twenty-six-week period ended March 4, 2023. The decrease in the effective tax rate was primarily due to a higher tax benefit from stock-based compensation. The effective tax rate is higher than the federal statutory tax rate primarily due to state taxes.
Note 12. Legal Proceedings
In the ordinary course of business, there are various claims, lawsuits and pending actions against the Company incidental to the operation of its business. Although the outcome of these matters, both individually and in aggregate, is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity.
Note 13: Subsequent Events

Subsequent to the fiscal quarter ended March 2, 2024, the Company commenced its plan to sell its 468,000 square foot customer fulfillment center in Columbus, Ohio. The closure is part of the Company’s strategic realignment efforts to optimize its distribution network and enhance operational efficiency.

The Company is in the initial stages of developing its plan to sell the asset, such as initiating a search for a buyer and actively marketing the asset for sale. The Company will also assess if the criteria to classify the building as held for sale will be met in the next quarterly reporting period. The fair value is expected to be in excess of the carrying amounts of approximately $20,628 and $4,097 of the building and building improvements and land assets, respectively.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following is intended to update the information contained in MSC Industrial Direct Co., Inc.’s (together with its wholly owned subsidiaries and entities in which it maintains a controlling financial interest, “MSC,” “MSC Industrial,” the “Company,” “we,” “us” or “our”) Annual Report on Form 10-K for the fiscal year ended September 2, 2023 and presumes that readers have access to, and will have read, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part II of such Annual Report on Form 10-K.
Our Business

MSC is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (“MRO”) products and services. We help our customers drive greater productivity, profitability and growth with inventory management and other supply chain solutions and deep expertise from more than 80 years of working with customers across industries. We offer approximately 2.4 million active, saleable stock-keeping units through our catalogs; our brochures; our E-commerce channels, including our website, www.mscdirect.com (the “MSC website”); our inventory management solutions; and our customer care centers, customer fulfillment centers, regional inventory centers and warehouses. We service our customers from six customer fulfillment centers, 10 regional inventory centers, 41 warehouses, and four manufacturing locations. We continue to implement our strategies to gain market share, generate new customers, increase sales to existing customers, and diversify our customer base.

Our business model focuses on providing overall procurement cost reduction and just-in-time delivery to meet our customers’ needs. Many of our products are carried in stock, and orders for these in-stock products are typically fulfilled the day on which the order is received.

We focus on offering inventory, process and procurement solutions that reduce MRO supply chain costs and improve plant floor productivity for our customers. We will seek to continue to achieve cost reductions throughout our business through cost-saving strategies and increased leverage from our existing infrastructure, and to continue to provide additional procurement cost-saving solutions to our customers through technology such as our Electronic Data Interchange (“EDI”) systems, vendor-managed inventory (“VMI”) systems and vending programs. Our vending machines in service totaled 25,854 as of March 2, 2024, compared to 23,286 as of March 4, 2023, and our In-Plant programs totaled 312 locations as of March 2, 2024, compared to 224 as of March 4, 2023. Our sales force, which focuses on a more complex and high-touch role, drives value for our customers by enabling them to achieve higher levels of growth, profitability and productivity. Our field sales and service associate headcount was 2,640 as of March 2, 2024, compared to 2,574 as of March 4, 2023.
Highlights
Highlights during the twenty-six weeks ended March 2, 2024 include the following:
We generated $159.9 million of cash from operations, compared to $416.4 million for the same period in the prior fiscal year. The decline was primarily due to the $300.0 million Receivables Purchase Agreement (the “RPA”) entered into during the second quarter of fiscal year 2023.
We had net borrowings of $95.0 million on our credit facilities, private placement debt and shelf facility agreements, compared to net payments of $245.0 million for the same period in the prior fiscal year.
We paid out an aggregate $94.0 million in regular cash dividends, compared to an aggregate $88.3 million in regular cash dividends for the same period in the prior fiscal year.
We repurchased $148.7 million of MSC’s Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), compared to $31.0 million for the same period in the prior fiscal year. The higher share repurchase volume was primarily to offset the share dilution resulting from the Reclassification (as defined below).
We acquired certain intellectual property assets from Schmitz Manufacturing Research & Technology LLC (“SMRT”) for aggregate consideration of $2.9 million.
We acquired KAR Industrial Inc. (“KAR”) for aggregate consideration of $8.9 million, subject to certain post-closing adjustments.
We incurred $7.1 million in restructuring and other costs, compared to $3.9 million for the same period in the prior fiscal year, consisting of voluntary and involuntary associate severance and separation costs and consulting-related costs.
In the first quarter of fiscal year 2024, we completed our previously announced reclassification (the “Reclassification”) of our common stock to eliminate our Class B Common Stock, par value $0.001 per share (“Class B Common Stock”). Pursuant to the Reclassification, each issued and outstanding share of Class B Common Stock was reclassified, exchanged and converted into 1.225 shares of Class A Common Stock. See
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Note 9, “Shareholders’ Equity” in the Notes to Condensed Consolidated Financial Statements for additional information.
Our Strategy    
Our Company-wide initiative, referred to as “Mission Critical,” which focused on market share capture and improved profitability came to a close at the end of fiscal year 2023. We successfully executed on our Mission Critical initiatives, which included solidifying our market-leading metalworking business, with an emphasis on selling our product portfolio, expanding our solutions, improving our digital and E-commerce capabilities and diversifying our customers and end markets. The next phase of our mission critical journey is anchored in three pillars: maintaining the momentum of the first phase of the Mission Critical program and our existing growth drivers, increasing our focus on both core customers and Original Equipment Manufacturer fasteners, and driving productivity improvements and reducing operating expenses as a percentage of sales. To accomplish the next phase of our mission critical journey, we will leverage investments in advanced analytics to improve supply chain performance, maintain momentum from our category line reviews and upgrade our digital core to unlock productivity within our order-to-cash and procure-to-pay processes. In the second quarter of fiscal year 2024, we launched web pricing changes and are in the process of rolling out our E-commerce enhancements.

Our primary objective is to grow sales profitably while offering our customers highly technical and high-touch solutions to solve their most complex challenges on the plant floor. We have experienced success to date as measured by the growth rates of our high-touch programs, such as vending and in-plant programs, and the rate of new customer implementations. Our strategy is to complete the transition from being a spot-buy supplier to a mission-critical partner to our customers. We will selectively pursue strategic acquisitions that expand or complement our business in new and existing markets or further enhance the value and offerings we provide.
Business Environment
The United States economy has experienced various macroeconomic pressures including an elevated inflationary environment, sustained high interest rates and general economic and political uncertainty. Such pressures have impacted, and may continue to impact in the future, the Company’s business, financial condition and results of operations. During the first and second quarters of fiscal year 2024, the Company experienced softening demand for the products and services it offers as evidenced by the decrease in the average IP Index (as defined below) during the second quarter. High finished goods inventories in the auto industry, lingering impacts from the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America strike and an extended calendar year-end holiday shutdown further softened customer demand and led many of our customers to reduce inventory rather than purchase new products during the second quarter.
We utilize various indices when evaluating the level of our business activity, including the Industrial Production (“IP”) Index. Approximately 69% and 68% of our revenues came from sales in the manufacturing sector during the thirteen- and twenty-six-week periods ended March 2, 2024, respectively. Through statistical analysis, we have found that trends in our customers’ activity have correlated to changes in the IP Index. The IP Index measures short-term changes in industrial production. Growth in the IP Index from month to month indicates growth in the manufacturing, mining and utilities industries. The IP Index over the three months ended February 2024 and the average for the three- and 12-month periods ended February 2024 were as follows:
PeriodIP Index
December102.7
January 102.2
February 102.3
Fiscal Year 2024 Q2 Average102.4
12-Month Average102.8
The average IP Index for the three months ended February 2024 of 102.4 improved relative to the adjusted average from the prior fiscal year quarter of 102.2 but declined relative to the adjusted average from the first fiscal quarter of 2024 of 102.9, which indicates a decline in manufacturing output during the period. General economic uncertainty remains driven by an elevated inflationary environment, sustained high interest rates and political uncertainty. As we see
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the IP Index continue to fluctuate, we will monitor the current economic conditions for the impact on our customers and markets and assess both risks and opportunities that may affect our business and operations.
Thirteen-Week Period Ended March 2, 2024 Compared to the Thirteen-Week Period Ended March 4, 2023
The table below summarizes the Company’s results of operations both in dollars (in thousands) and as a percentage of net sales for the periods indicated:
Thirteen Weeks Ended
March 2, 2024March 4, 2023Change
$%$%$%
Net sales $935,348 100.0 %$961,632 100.0 %$(26,284)(2.7)%
Cost of goods sold 546,737 58.5 %564,937 58.7 %(18,200)(3.2)%
Gross profit 388,611 41.5 %396,695 41.3 %(8,084)(2.0)%
Operating expenses 291,235 31.1 %280,630 29.2 %10,605 3.8 %
Restructuring and other costs6,181 0.7 %1,783 0.2 %4,398 246.7 %
Income from operations 91,195 9.7 %114,282 11.9 %(23,087)(20.2)%
Total other expense(11,240)(1.2)%(8,104)(0.8)%(3,136)38.7 %
Income before provision for income taxes 79,955 8.5 %106,178 11.0 %(26,223)(24.7)%
Provision for income taxes 18,390 2.0 %26,863 2.8 %(8,473)(31.5)%
Net income 61,565 6.6 %79,315 8.2 %(17,750)(22.4)%
Less: Net (loss) income attributable to noncontrolling interest(282)0.0 %175 0.0 %(457)(261.1)%
Net income attributable to MSC Industrial$61,847 6.6 %$79,140 8.2 %$(17,293)(21.9)%
Net Sales
Net sales decreased 2.7%, or $26.3 million, to $935.3 million for the thirteen-week period ended March 2, 2024, as compared to $961.6 million for the same period in the prior fiscal year. The $26.3 million decrease in net sales was comprised of $43.6 million of lower sales volume, partially offset by $8.8 million from improved pricing, inclusive of changes in customer and product mix, discounting and other items, $6.4 million of net sales from fiscal year 2023 and 2024 acquisitions and $2.1 million of favorable foreign exchange impact. Of the $26.3 million decrease in net sales during the thirteen-week period ended March 2, 2024, sales to our core and other customers decreased by $30.5 million, partially offset by an increase in sales to our national account customers of $3.8 million and an increase in sales to our public sector customers of $0.4 million.
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The table below shows, among other things, the change in our average daily sales (“ADS”) by total Company, by customer end-market and by customer type for the thirteen-week periods ended March 2, 2024 and March 4, 2023, each as compared to the same period in the prior fiscal year:
ADS Percentage Change
(Unaudited)
Thirteen Weeks Ended
March 2, 2024March 4, 2023
Net Sales (in thousands)$935,348 $961,632 
Sales Days63 63 
ADS (1) (in millions)
$14.8 $15.3 
Total Company ADS Percent Change (2)
(2.7)%11.5 %
Manufacturing Customers ADS Percent Change (2)
(3.6)%10.0 %
Manufacturing Customers Percent of Total Net Sales69 %69 %
Non-Manufacturing Customers ADS Percent Change (2)
(0.8)%15.1 %
Non-Manufacturing Customers Percent of Total Net Sales31 %31 %
National Account Customers ADS Percent Change (2)(3)
1.1 %18.8 %
National Account Customers Percent of Total Net Sales (3)
38 %36 %
Public Sector Customers ADS Percent Change (2)(3)
0.6 %18.7 %
Public Sector Customers Percent of Total Net Sales (3)
%%
Core and Other Customers ADS Percent Change (2)(3)
(5.7)%6.3 %
Core and Other Customers Percent of Total Net Sales (3)
54 %56 %

(1)ADS is calculated using the number of business days in the United States for the periods indicated. The Company believes ADS is a key performance indicator because it shows the effectiveness of the Company’s selling performance on a consistent basis between periods.
(2)Percent reflects the change from the 2023 fiscal period to the 2024 fiscal period and the change from the 2022 fiscal period to the 2023 fiscal period, respectively.
(3)Includes a reclassification of certain customers during the second quarter of fiscal year 2024, primarily between national account customers and core and other customers.
We believe that our ability to transact business with our customers directly through the MSC website as well as through various other electronic portals gives us a competitive advantage over smaller suppliers. Sales made through our E-commerce platforms, including sales made through EDI systems, VMI systems, Extensible Markup Language ordering-based systems, vending, hosted systems and other electronic portals, represented 63.2% of consolidated net sales for the thirteen-week period ended March 2, 2024, as compared to 62.0% of consolidated net sales for the same period in the prior fiscal year.
Gross Profit
Gross profit of $388.6 million for the thirteen-week period ended March 2, 2024 decreased $8.1 million, or 2.0%, compared to the same period in the prior fiscal year. Gross profit margin was 41.5% for the thirteen-week period ended March 2, 2024, as compared to 41.3% for the same period in the prior fiscal year. The decrease in gross profit was primarily a result of lower sales volume, as described above. The increase in gross profit margin resulted primarily from the impact of our gross margin countermeasures, including our category line reviews, which more than offset negative price-cost impacts during the quarter.
Operating Expenses
Operating expenses increased 3.8%, or $10.6 million, to $291.2 million for the thirteen-week period ended March 2, 2024, as compared to $280.6 million for the same period in the prior fiscal year. Operating expenses were 31.1% of net sales for the thirteen-week period ended March 2, 2024, as compared to 29.2% for the same period in the prior fiscal year. The increase in operating expenses was primarily attributable to higher payroll and payroll-related costs, expenses
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from our recent acquisitions and investments supporting our digital initiatives and solutions growth, partially offset by a decrease in freight expense.
Payroll and payroll-related costs for the thirteen-week period ended March 2, 2024 were 57.1% of total operating expenses, as compared to 56.8% for the same period in the prior fiscal year. Payroll and payroll-related costs, which include salary, incentive compensation, sales commission and fringe benefit costs, increased $6.8 million for the thirteen-week period ended March 2, 2024. The majority of this increase compared to the same period in the prior fiscal year was due to increased salary expense, primarily attributable to higher associate headcount to support our strategic growth investments and annual merit increases.
Freight expense was $36.5 million for the thirteen-week period ended March 2, 2024, as compared to $39.5 million for the same period in the prior fiscal year. The primary driver of the decrease in freight expense was a decrease in sales volume.
Restructuring and Other Costs

We incurred $6.2 million in restructuring and other costs for the thirteen-week period ended March 2, 2024, as compared to $1.8 million for the same period in the prior fiscal year. Restructuring and other costs primarily consist of associate severance and separation costs, consulting-related costs and equity award acceleration costs associated with severance related to the Company’s associate voluntary termination program and the optimization of the Company’s operations and profitability improvement. See Note 10, “Restructuring and Other Costs” in the Notes to Condensed Consolidated Financial Statements for additional information.
Income from Operations
Income from operations decreased 20.2%, or $23.1 million, to $91.2 million for the thirteen-week period ended March 2, 2024, as compared to $114.3 million for the same period in the prior fiscal year. Income from operations as a percentage of net sales decreased to 9.7% for the thirteen-week period ended March 2, 2024, as compared to 11.9% for the same period in the prior fiscal year. The decrease in income from operations as a percentage of net sales was primarily attributable to, as described above, a higher level of restructuring and other costs and an increase in operating expenses as a percentage of net sales, partially offset by a higher gross profit margin during the thirteen-week period ended March 2, 2024.
Total Other Expense

Total other expense increased 38.7%, or $3.1 million, to $11.2 million for the thirteen-week period ended March 2, 2024, as compared to $8.1 million for the same period in the prior fiscal year. The increase was primarily due to higher interest rates on our credit facilities and fees incurred associated with the RPA entered into during the second quarter of fiscal year 2023.
Provision for Income Taxes
The Company’s effective tax rate for the thirteen-week period ended March 2, 2024 was 23.0%, as compared to 25.3% for the same period in the prior fiscal year. The decrease in the effective tax rate was primarily due to a higher tax benefit from stock-based compensation.
Net Income
The factors which affected net income for the thirteen-week period ended March 2, 2024, as compared to the same period in the prior fiscal year, have been discussed above.
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Twenty-Six-Week Period Ended March 2, 2024 Compared to the Twenty-Six-Week Period Ended March 4, 2023
The table below summarizes the Company’s results of operations both in dollars (in thousands) and as a percentage of net sales for the periods indicated:
Twenty-Six Weeks Ended
March 2, 2024March 4, 2023Change
$%$%$%
Net sales $1,889,317 100.0 %$1,919,377 100.0 %$(30,060)(1.6)%
Cost of goods sold 1,107,589 58.6 %1,124,883 58.6 %(17,294)(1.5)%
Gross profit 781,728 41.4 %794,494 41.4 %(12,766)(1.6)%
Operating expenses 581,868 30.8 %560,325 29.2 %21,543 3.8 %
Restructuring and other costs7,097 0.4 %3,877 0.2 %3,220 83.1 %
Income from operations 192,763 10.2 %230,292 12.0 %(37,529)(16.3)%
Total other expense(21,490)(1.1)%(16,263)(0.8)%(5,227)32.1 %
Income before provision for income taxes 171,273 9.1 %214,029 11.2 %(42,756)(20.0)%
Provision for income taxes 40,580 2.1 %53,502 2.8 %(12,922)(24.2)%
Net income 130,693 6.9 %160,527 8.4 %(29,834)(18.6)%
Less: Net (loss) income attributable to noncontrolling interest(504)0.0 %73 0.0 %(577)(790.4)%
Net income attributable to MSC Industrial$131,197 6.9 %$160,454 8.4 %$(29,257)(18.2)%
Net Sales
Net sales decreased 1.6%, or $30.1 million, to $1,889.3 million for the twenty-six-week period ended March 2, 2024, as compared to $1,919.4 million for the same period in the prior fiscal year. The $30.1 million decrease in net sales was comprised of $73.3 million of lower sales volume, partially offset by $24.3 million from improved pricing, inclusive of changes in customer and product mix, discounting and other items, $14.2 million of net sales from fiscal year 2023 and 2024 acquisitions and $4.7 million of favorable foreign exchange impact. Of the $30.1 million decrease in net sales during the twenty-six-week period ended March 2, 2024, sales to our core and other customers decreased by $51.6 million, partially offset by an increase in sales to our national account customers of $14.6 million and an increase in sales to our public sector customers of $6.9 million.
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The table below shows, among other things, the change in our ADS by total Company, by customer end-market, and by customer type for the twenty-six-week periods ended March 2, 2024 and March 4, 2023, each as compared to the same period in the prior fiscal year:
ADS Percentage Change
(Unaudited)
Twenty-Six Weeks Ended
March 2, 2024March 4, 2023
Net Sales (in thousands)$1,889,317 $1,919,377 
Sales Days125125
ADS (1) (in millions)
$15.1 $15.4 
Total Company ADS Percent Change (2)
(1.6)%12.2 %
Manufacturing Customers ADS Percent Change (2)
(2.8)%10.5 %
Manufacturing Customers Percent of Total Net Sales68 %69 %
Non-Manufacturing Customers ADS Percent Change (2)
1.2 %