Back Cover PRINTER: Please build in the spine. NOTE: There will be NO spine copy.
Front of Gatefold Flap
Flap is .375 scant for easy fold-out. Magenta DOES NOT PRINT.
$4.00
MISSION CRITICAL
PARTNERSHIPS
DRIVING VALUE
MSC INDUSTRIAL SUPPLY CO.
515 Broadhollow Road, Suite 1000
Melville, New York 11747
516.812.2000
www.mscdirect.com
NYSE listed: MSM
2023 ANNUAL REPORT
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$4.50
$3.50
$3.00
$2.50
$7.00
$6.00
$4.50
$5.00
$4.00
$4.00
$3.00
$2.00
$3.00
$1.00
$2.50
$500
$7.00
$400
$6.00
$300
$5.00
$4.00
$200
$3.00
$100
$2.00
$1.00
$800
$500
$600
$400
$400
$300
$200
$200
$0
$100
$800
$600
$400
$200
$0
NET SALES (IN BILLIONS)
2021
2022
2023
NET SALES (IN BILLIONS)
DILUTED EARNINGS PER SHARE
DRIVING VALUE WITH MISSION CRITICAL PARTNERSHIPS
NET SALES (IN BILLIONS)
For over 80 years, we have been helping manufacturers be the best that they can be.
Being Mission Critical means being core to our customers, being extremely connected
$4.00
to their businesses and helping to drive their success. We partner with all sizes of
businesses to drive growth, productivity and savings. Thank you to our dedicated team
of more than 7,000 associates who all play an important role in helping MSC be a
$3.50
mission critical partner.
2021
2022
2023
2021
2022
2023
2021
2022
2023
DILUTED EARNINGS PER SHARE
OPERATING INCOME (IN MILLIONS)
NET SALES (IN BILLIONS)
DILUTED EARNINGS PER SHARE
2021
2022
2023
2021
2022
2023
2021
2022
2023
2021
2022
2023
OPERATING INCOME (IN MILLIONS)
CASH FLOW FROM OPERATIONS
(IN MILLIONS)
DILUTED EARNINGS PER SHARE
OPERATING INCOME (IN MILLIONS)
2021
2022
2023
2021
2022
2023
2021
2022
2023
2021
2022
2023
CASH FLOW FROM OPERATIONS
(IN MILLIONS)
OPERATING INCOME (IN MILLIONS)
CASH FLOW FROM OPERATIONS
(IN MILLIONS)
2021
2022
2023
2021
2022
2023
2021
2022
2023
CASH FLOW FROM OPERATIONS
(IN MILLIONS)
2021
2022
2023
$4.50
$3.50
$3.00
$2.50
$7.00
$6.00
$4.50
$5.00
$4.00
$4.00
$3.00
$3.50
$2.00
$3.00
$1.00
$2.50
$500
$7.00
$400
$6.00
$300
$5.00
$4.00
$200
$3.00
$100
$2.00
$1.00
$800
$500
$600
$400
$400
$300
$200
$200
$0
$100
$800
$600
$400
$200
$0
Back Cover PRINTER: Please build in the spine. NOTE: There will be NO spine copy.
Front of Gatefold Flap
Flap is .375 scant for easy fold-out. Magenta DOES NOT PRINT.
$4.00
NET SALES (IN BILLIONS)
$4.50
$3.50
$3.00
$2.50
2021
2022
2023
NET SALES (IN BILLIONS)
DILUTED EARNINGS PER SHARE
DRIVING VALUE WITH MISSION CRITICAL PARTNERSHIPS
NET SALES (IN BILLIONS)
$7.00
For over 80 years, we have been helping manufacturers be the best that they can be.
Being Mission Critical means being core to our customers, being extremely connected
$4.00
to their businesses and helping to drive their success. We partner with all sizes of
businesses to drive growth, productivity and savings. Thank you to our dedicated team
of more than 7,000 associates who all play an important role in helping MSC be a
$6.00
$4.50
$5.00
$4.00
$4.00
$3.00
$3.50
$4.50
$3.50
$3.00
mission critical partner.
$2.50
2021
2022
2023
$2.00
$3.00
$1.00
$2.50
2021
2022
2023
2021
2022
2023
MISSION CRITICAL
PARTNERSHIPS
DRIVING VALUE
MSC INDUSTRIAL SUPPLY CO.
515 Broadhollow Road, Suite 1000
Melville, New York 11747
516.812.2000
www.mscdirect.com
NYSE listed: MSM
2023 ANNUAL REPORT
DILUTED EARNINGS PER SHARE
OPERATING INCOME (IN MILLIONS)
NET SALES (IN BILLIONS)
$7.00
DILUTED EARNINGS PER SHARE
$500
$6.00
$4.50
$5.00
$4.00
$4.00
$3.00
$3.50
$2.00
$3.00
$1.00
$2.50
2021
2022
2023
2021
2022
2023
$7.00
$400
$6.00
$300
$5.00
$4.00
$200
$3.00
$100
$2.00
$1.00
2021
2022
2023
2021
2022
2023
OPERATING INCOME (IN MILLIONS)
CASH FLOW FROM OPERATIONS
(IN MILLIONS)
DILUTED EARNINGS PER SHARE
$500
OPERATING INCOME (IN MILLIONS)
$800
$7.00
$400
$6.00
$300
$5.00
$4.00
$200
$3.00
$100
$2.00
$1.00
2021
2022
2023
2021
2022
2023
$500
$600
$400
$400
$300
$200
$200
$0
$100
2021
2022
2023
2021
2022
2023
CASH FLOW FROM OPERATIONS
(IN MILLIONS)
OPERATING INCOME (IN MILLIONS)
$800
CASH FLOW FROM OPERATIONS
(IN MILLIONS)
2021
2022
2023
2021
2022
2023
2021
2022
2023
$800
$600
$400
$200
$0
$500
$600
$400
$400
$300
$200
$200
$0
$100
$800
$600
$400
$200
$0
CASH FLOW FROM OPERATIONS
(IN MILLIONS)
2021
2022
2023
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Flap is .375 scant for easy fold-out. Magenta DOES NOT PRINT.
Inside of Gatefold/ RIGHT Panel
Inside Back Cover
DEAR SHAREHOLDERS
In fiscal year 2023, our company continued building
upon a track record of successful execution by
delivering another year of strong growth and
operational excellence. Despite a complex macro
environment, which became more uncertain as the
fiscal year progressed, we delivered strong growth in
average daily sales (ADS) of 11.2% and outpaced the
Industrial Production (IP) Index by more than 1,000
basis points. This growth was fueled by the continued
expansion across several areas of our business through
the execution of our Mission Critical initiatives.
Within our solutions offerings, we continued to
capture market share with ADS growth in the mid- and
high-teens through vending and In-Plant solutions,
respectively. In our Public Sector channel, we made
significant progress by securing new wins that drove
related sales growth above 45% and we continue
to see plenty of runway for future growth. Within
E-commerce, we strengthened our digital presence
through an exclusive agreement with MachiningCloud
that brings MSC closer to the earlier manufacturing
stages of our customers. Additionally, E-commerce
ADS grew 10% in the fiscal year.
We made strategic inorganic investments for long-
term growth through the acquisitions of Buckeye
Industrial Supply and Tru-Edge Grinding that expanded
our geographical reach and service capabilities. Early
results are encouraging, and we are making great
progress integrating these businesses into the MSC
platform. Looking ahead, our M&A strategy will focus
on acquisitions that fit within our strategic, financial,
and cultural filters to drive further shareholder value.
As many of you may recall, in fiscal year 2020, we
introduced our Mission Critical program with a focus
on improving profitability and market share capture by
the IP index, well above our stated goal of 400 basis
landscape, including high-growth areas that require
points. Combined with over $100 million in achieved
our technical expertise, such as aerospace, medical,
cost savings, this year’s diluted earnings per share of
and electric vehicle markets.
$6.11, improved 35% over the three-year period or 11%
compounded annually. Our strong performance in fiscal
year 2023 resulted in us achieving every three-year
Mission Critical performance target presented in fiscal
2020, a significant milestone for MSC as we continue to
reshape into a more efficient and profitable company.
In closing, I am beyond grateful to be working with
such an amazing team of over 7,000 colleagues who
have all played a tremendous role in reinventing MSC
into a mission critical partner. I would like to thank
each of our associates as well as our customers and
suppliers for their trust and partnership. We believe
We achieved another milestone this year in taking
the future is bright at MSC and I look forward to
steps to improve our governance structure. In October
updating you throughout the year on our progress in
2023, MSC completed the reclassification transaction
executing on our company’s momentum and creating
with its controlling family, including myself, and
value for all stakeholders.
leveraging our portfolio strengths and metalworking
expertise, expanding solutions, growing E-commerce,
and diversifying the business. We also demonstrated
our confidence in the company’s trajectory, foundational
strengths, and “Built To Make You Better” brand
promise by establishing three-year performance targets.
We achieved notable growth in several areas across
the business with compounded annual growth rates
(CAGRs) over the three-year period of 10% across
our vending installed base, 35% in sales through
In-Plant customer locations, and 9% in both Class C
consumable products and E-commerce sales. We
also made significant progress in our diversification
efforts with Public Sector sales growing at a 7% CAGR
over the three-year period and currently represents
approximately 10% of company sales. Additionally,
we saw improvement in metalworking as related
sales produced a 9% CAGR over the past three years.
Lastly, it’s worth noting that we strengthened our
metalworking position by adding new technologies
and capabilities such as MSC MillMax® and tool
regrinding services. Together, this growth drove total
company ADS to perform 570 basis points above
eliminated its dual-class share structure. We strongly
believe this decision will broaden our scope of
investors and ultimately make MSC a more attractive
investment. Our family retains a large economic stake
in the company and is confident in MSC’s future.
Looking ahead, although our initial Mission Critical
program was successfully completed, we are not
pressing pause. The next phase of our Mission Critical
strategy will be a transformation journey that takes a
continuous improvement mindset across three pillars,
one of which includes maintaining initial Mission
Critical program momentum. Additionally, we will be
adding new elements of growth, including reenergizing
our core customer base through strategic actions such
as improving our E-commerce experience. Lastly, we
will focus on optimizing our cost to serve customers by
improving network performance and productivity.
This strategy resonates well with the growing
drumbeat inside the organization as demonstrated by
the recent associate engagement pulse score in the top
decile. Our strategic direction, combined with MSC’s
strong culture, gives me a great deal of confidence in
our ability to generate longstanding profitable growth
and strengthen MSC’s position as a mission critical
partner across the North American manufacturing
Report on Form 10-K.
Note: Please see “Cautionary Note Regarding Forward-Looking
Statements” beginning on page 1 of the accompanying Annual
$4.0B
Net Sales
8%
20-Yr Sales CAGR
11%
20-Year EPS CAGR
>900M
Returned to Shareholders
(over the last 3 years)
Respectfully,
Erik Gershwind
President and Chief Executive Officer
EXECUTIVE OFFICERS
Erik Gershwind
President and Chief Executive Officer
Kristen Actis-Grande
Executive Vice President and Chief Financial Officer
Elizabeth Bledsoe
Senior Vice President and Chief People Officer
Neal Dongre
John Hill
Martina McIsaac
Kimberly Shacklett
Vice President, General Counsel and Corporate Secretary
Senior Vice President and Chief Digital Information Officer
Executive Vice President and Chief Operating Officer
Senior Vice President, Sales & Customer Success
CORPORATE INFORMATION
BOARD OF DIRECTORS
Erik Gershwind
Louise Goeser
Mitchell Jacobson
Michael Kaufmann
Steven Paladino
Philip Peller
Rahquel Purcell
Rudina Seseri
President and Chief Executive Officer
Chief Executive Officer
Non-Executive Chairman of the Board
Former Chief Executive Officer
Retired Partner
Chief Transformation Officer, North America
Founder and Managing Partner
MSC Industrial Supply Co.
LKG Enterprises
MSC Industrial Supply Co.
Cardinal Health, Inc.
Arthur Andersen LLP
L’Oréal S.A.
Glasswing Ventures, LLC
Retired Executive Vice President and Chief Financial Officer
Henry Schein, Inc.
CORPORATE INFORMATION
Annual Meeting
Investor Relations Contact
Registrar and Transfer Agent
The 2024 Annual Meeting of
Ryan Mills
MSC Industrial Supply Co.
Shareholders will be held virtually
MSC Industrial Supply Co.
c/o Computershare Investor Services
via live audio webcast on Wednesday,
704.987.5231
PO Box 43006
January 24, 2024 at 9:00 a.m. (ET).
Copies of our Annual Report on
Providence, Rhode Island 02940-3006
Company Headquarters
MSC Industrial Supply Co.
515 Broadhollow Road, Suite 1000
Melville, New York 11747
MSC Industrial Supply Co.
525 Harbour Place Drive
Davidson, North Carolina 28036
Website
www.mscdirect.com
Form 10-K for the fiscal year ended
September 2, 2023 are downloadable
at https://investor.mscdirect.com/
annual-reports and available
without charge, upon request.
Independent Registered Public
Accounting Firm
Ernst & Young LLP
Jericho, New York
Legal Counsel
Moore & Van Allen PLLC
Charlotte, North Carolina
Common Stock Listed
MSC Industrial Supply Co.’s Class A
Common Stock is traded on the
New York Stock Exchange under
the symbol “MSM.”
Dividend Policy
MSC has instituted a policy of regular
quarterly cash dividends to shareholders.
Currently, the quarterly dividend
rate is $0.83 per share, or $3.32
per share annually.
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Back of Gatefold Flap
Flap is .375 scant for easy fold-out. Magenta DOES NOT PRINT.
Inside of Gatefold/ RIGHT Panel
Inside Back Cover
DEAR SHAREHOLDERS
In fiscal year 2023, our company continued building
upon a track record of successful execution by
delivering another year of strong growth and
operational excellence. Despite a complex macro
environment, which became more uncertain as the
fiscal year progressed, we delivered strong growth in
average daily sales (ADS) of 11.2% and outpaced the
Industrial Production (IP) Index by more than 1,000
basis points. This growth was fueled by the continued
expansion across several areas of our business through
the execution of our Mission Critical initiatives.
Within our solutions offerings, we continued to
capture market share with ADS growth in the mid- and
high-teens through vending and In-Plant solutions,
respectively. In our Public Sector channel, we made
significant progress by securing new wins that drove
related sales growth above 45% and we continue
to see plenty of runway for future growth. Within
E-commerce, we strengthened our digital presence
through an exclusive agreement with MachiningCloud
that brings MSC closer to the earlier manufacturing
stages of our customers. Additionally, E-commerce
ADS grew 10% in the fiscal year.
We made strategic inorganic investments for long-
term growth through the acquisitions of Buckeye
Industrial Supply and Tru-Edge Grinding that expanded
our geographical reach and service capabilities. Early
results are encouraging, and we are making great
progress integrating these businesses into the MSC
platform. Looking ahead, our M&A strategy will focus
on acquisitions that fit within our strategic, financial,
and cultural filters to drive further shareholder value.
leveraging our portfolio strengths and metalworking
expertise, expanding solutions, growing E-commerce,
and diversifying the business. We also demonstrated
our confidence in the company’s trajectory, foundational
strengths, and “Built To Make You Better” brand
promise by establishing three-year performance targets.
We achieved notable growth in several areas across
the business with compounded annual growth rates
(CAGRs) over the three-year period of 10% across
our vending installed base, 35% in sales through
In-Plant customer locations, and 9% in both Class C
consumable products and E-commerce sales. We
also made significant progress in our diversification
efforts with Public Sector sales growing at a 7% CAGR
over the three-year period and currently represents
approximately 10% of company sales. Additionally,
we saw improvement in metalworking as related
sales produced a 9% CAGR over the past three years.
Lastly, it’s worth noting that we strengthened our
metalworking position by adding new technologies
As many of you may recall, in fiscal year 2020, we
and capabilities such as MSC MillMax® and tool
introduced our Mission Critical program with a focus
regrinding services. Together, this growth drove total
on improving profitability and market share capture by
company ADS to perform 570 basis points above
the IP index, well above our stated goal of 400 basis
points. Combined with over $100 million in achieved
cost savings, this year’s diluted earnings per share of
$6.11, improved 35% over the three-year period or 11%
compounded annually. Our strong performance in fiscal
year 2023 resulted in us achieving every three-year
Mission Critical performance target presented in fiscal
2020, a significant milestone for MSC as we continue to
reshape into a more efficient and profitable company.
We achieved another milestone this year in taking
steps to improve our governance structure. In October
2023, MSC completed the reclassification transaction
with its controlling family, including myself, and
eliminated its dual-class share structure. We strongly
believe this decision will broaden our scope of
investors and ultimately make MSC a more attractive
investment. Our family retains a large economic stake
in the company and is confident in MSC’s future.
Looking ahead, although our initial Mission Critical
program was successfully completed, we are not
pressing pause. The next phase of our Mission Critical
strategy will be a transformation journey that takes a
continuous improvement mindset across three pillars,
one of which includes maintaining initial Mission
Critical program momentum. Additionally, we will be
adding new elements of growth, including reenergizing
our core customer base through strategic actions such
as improving our E-commerce experience. Lastly, we
will focus on optimizing our cost to serve customers by
improving network performance and productivity.
This strategy resonates well with the growing
drumbeat inside the organization as demonstrated by
the recent associate engagement pulse score in the top
decile. Our strategic direction, combined with MSC’s
strong culture, gives me a great deal of confidence in
our ability to generate longstanding profitable growth
and strengthen MSC’s position as a mission critical
partner across the North American manufacturing
landscape, including high-growth areas that require
our technical expertise, such as aerospace, medical,
and electric vehicle markets.
In closing, I am beyond grateful to be working with
such an amazing team of over 7,000 colleagues who
have all played a tremendous role in reinventing MSC
into a mission critical partner. I would like to thank
each of our associates as well as our customers and
suppliers for their trust and partnership. We believe
the future is bright at MSC and I look forward to
updating you throughout the year on our progress in
executing on our company’s momentum and creating
value for all stakeholders.
Respectfully,
Erik Gershwind
President and Chief Executive Officer
Note: Please see “Cautionary Note Regarding Forward-Looking
Statements” beginning on page 1 of the accompanying Annual
Report on Form 10-K.
$4.0B
Net Sales
8%
20-Yr Sales CAGR
11%
20-Year EPS CAGR
>900M
Returned to Shareholders
(over the last 3 years)
CORPORATE INFORMATION
BOARD OF DIRECTORS
Erik Gershwind
Louise Goeser
Mitchell Jacobson
Michael Kaufmann
Steven Paladino
Philip Peller
Rahquel Purcell
Rudina Seseri
President and Chief Executive Officer
Chief Executive Officer
Non-Executive Chairman of the Board
Former Chief Executive Officer
Retired Partner
Chief Transformation Officer, North America
Founder and Managing Partner
MSC Industrial Supply Co.
LKG Enterprises
MSC Industrial Supply Co.
Cardinal Health, Inc.
Arthur Andersen LLP
L’Oréal S.A.
Glasswing Ventures, LLC
Retired Executive Vice President and Chief Financial Officer
Henry Schein, Inc.
EXECUTIVE OFFICERS
Erik Gershwind
President and Chief Executive Officer
Kristen Actis-Grande
Executive Vice President and Chief Financial Officer
Elizabeth Bledsoe
Senior Vice President and Chief People Officer
Neal Dongre
John Hill
Martina McIsaac
Kimberly Shacklett
Vice President, General Counsel and Corporate Secretary
Senior Vice President and Chief Digital Information Officer
Executive Vice President and Chief Operating Officer
Senior Vice President, Sales & Customer Success
CORPORATE INFORMATION
Annual Meeting
Investor Relations Contact
Registrar and Transfer Agent
The 2024 Annual Meeting of
Ryan Mills
MSC Industrial Supply Co.
Shareholders will be held virtually
MSC Industrial Supply Co.
c/o Computershare Investor Services
via live audio webcast on Wednesday,
704.987.5231
PO Box 43006
January 24, 2024 at 9:00 a.m. (ET).
Copies of our Annual Report on
Providence, Rhode Island 02940-3006
Company Headquarters
MSC Industrial Supply Co.
515 Broadhollow Road, Suite 1000
Melville, New York 11747
MSC Industrial Supply Co.
525 Harbour Place Drive
Davidson, North Carolina 28036
Website
www.mscdirect.com
Form 10-K for the fiscal year ended
September 2, 2023 are downloadable
at https://investor.mscdirect.com/
annual-reports and available
without charge, upon request.
Independent Registered Public
Accounting Firm
Ernst & Young LLP
Jericho, New York
Legal Counsel
Moore & Van Allen PLLC
Charlotte, North Carolina
Common Stock Listed
MSC Industrial Supply Co.’s Class A
Common Stock is traded on the
New York Stock Exchange under
the symbol “MSM.”
Dividend Policy
MSC has instituted a policy of regular
quarterly cash dividends to shareholders.
Currently, the quarterly dividend
rate is $0.83 per share, or $3.32
per share annually.
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FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 10-K
__________________________________
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 2, 2023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to______
Commission File Number: 1-14130
__________________________________
MSC INDUSTRIAL DIRECT CO., INC.
(Exact name of registrant as specified in its charter)
__________________________________
New York
(State or other jurisdiction of
incorporation or organization)
515 Broadhollow Road, Suite 1000, Melville, New York
(Address of principal executive offices)
11-3289165
(I.R.S. Employer
Identification No.)
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 class
Class A Common Stock, par value $0.001 per share
Trading Symbol(s)
MSM
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
__________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No
The aggregate market value of Class A Common Stock held by non-affiliates of the registrant as of March 3, 2023 was approximately $3,944,227,738.
As of October 6, 2023, 57,241,468 shares of Class A Common Stock of the registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement to be filed with the United States Securities and Exchange Commission in connection with the registrant’s 2024 Annual
Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described herein.
MSC INDUSTRIAL DIRECT CO., INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED SEPTEMBER 2, 2023
TABLE OF CONTENTS
PART I
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
ITEM 1.
BUSINESS
ITEM 1A.
RISK FACTORS
ITEM 1B.
UNRESOLVED STAFF COMMENTS
ITEM 2.
ITEM 3.
ITEM 4.
PART II
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6.
ITEM 7.
[RESERVED]
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8.
ITEM 9.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
ITEM 9A.
CONTROLS AND PROCEDURES
ITEM 9B.
OTHER INFORMATION
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11.
EXECUTIVE COMPENSATION
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 16.
FORM 10-K SUMMARY
SIGNATURES
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I.
This Annual Report on Form 10-K (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 1 of Part I and Item 7 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 1A of Part I and Item 7 of Part II of this Report. 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:
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general economic conditions in the markets in which we operate;
changing customer and product mixes;
volatility in commodity, energy and labor 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, including our transition
from being a spot-buy supplier to a mission-critical partner to our customers;
our ability to realize the expected cost savings and benefits from our restructuring activities and structural
cost reductions;
the retention of certain key management personnel;
the credit risk of our customers;
higher inflation and fluctuations in interest rates;
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, including due to
import restrictions or global geopolitical conditions;
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
applicable to our business;
the outcome of government or regulatory proceedings;
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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 below).
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ITEM 1. BUSINESS.
General
MSC Industrial Direct Co., Inc. (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”) is a leading North American
distributor of a broad range of metalworking and maintenance, repair and operations (“MRO”) products and services. With
a history of driving innovation in industrial product distribution for more than 80 years, we help solve our manufacturing
customers’ metalworking, MRO and operational challenges. Through our technical metalworking expertise and inventory
management and other supply chain solutions, our team of more than 7,000 associates helps to keep our customers’
manufacturing operations up and running and to improve their efficiency, productivity and profitability.
We serve a broad range of customers throughout the United States, Canada, Mexico and the United Kingdom,
from individual machine shops to Fortune 1000 manufacturing companies to government agencies such as the United
States General Services Administration and the United States Department of Defense. We operate a sophisticated network
of six customer fulfillment centers, 10 regional inventory centers 38 warehouses (36 in North America and two in Europe)
and four manufacturing locations, including two locations acquired in the January 2023 acquisition of Buckeye and Tru-
Edge (each, as defined below). Our customer fulfillment centers are located in or near Harrisburg, Pennsylvania; Atlanta,
Georgia; Elkhart, Indiana; Columbus, Ohio; Reno, Nevada; and Hanover Park, Illinois.
We offer approximately 2.4 million active, saleable stock-keeping units (“SKUs”) through our catalogs; our
brochures; our E-commerce channels, including our website, https://www.mscdirect.com (the “MSC website”); our
inventory management solutions; and our customer care centers, customer fulfillment centers, regional inventory centers
and warehouses. We carry many of the products we sell in our inventory, so that orders for these in-stock products are
processed and fulfilled the day the order is received. We offer next-day delivery nationwide for qualifying orders placed by
8 p.m. Eastern Time (excluding Class C Consumables category products). Our customers can choose among many
convenient ways to place orders: the MSC website, eProcurement platforms, inventory management solutions (including
in-plant and vending solutions), customer care centers and direct communication with our telesales and outside sales
associates. Additionally, MSC’s robust sourcing capabilities and vast supplier base allow us to further satisfy our
customers’ needs outside of our current product offerings.
We believe our value-added solutions approach to driving our customers’ success serves to differentiate MSC
from traditional transaction-focused distributors. We endeavor to save our customers money when they partner with us for
their metalworking, MRO, Class C Consumables and Original Equipment Manufacturer (“OEM”) product needs. We focus
on building strong partnerships with our customers to help them improve their productivity, profitability and growth. We do
this in a variety of ways:
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our experienced team includes customer care representatives, metalworking specialists, safety specialists,
fluid connector specialists, inventory management specialists, in-plant and technical support teams and
experienced sales associates focused on driving our customers’ success by reducing their operational costs;
our robust systems and transactional data enable us to provide insights to our customers to help them take
costs out of their supply chains and operations;
our extensive product inventory enables our customers to deal with fewer suppliers, streamlining their
purchasing work and reducing their administrative costs;
our timely shipping enables our customers to reduce their inventory investment and carrying costs;
our purchasing process consolidates multiple purchases into a single order, providing a single invoice for
multiple purchases over time and offering direct shipments to specific departments and personnel at one or
more facilities, which reduces our customers’ administrative costs;
our extensive E-commerce capabilities provide sophisticated search and transaction capabilities, access to
real-time inventory, customer-specific pricing, workflow management tools, customized reporting and other
features. We can also interface directly with many metalworking applications, marketplaces and purchasing
portals;
our “Better MRO” digital platform delivers knowledge and insights to our customers that assist their
associates and their business operations;
our collaboration efforts with key supplier partners and their research and development teams deliver value
and productivity on the plant floor;
our inventory management solutions enable our customers to carry less inventory and still significantly limit
situations when critical items are out of stock;
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our proprietary software solution, called Ap Op® (Application Optimization), enables our metalworking
specialists to document productivity savings for customers for a range of applications, including grinding,
milling, turning, threading, sawing, hole-making, metalworking fluids and other manufacturing process
improvements;
our exclusive service, MSC MillMax®, focuses on maximizing milling productivity and lowering cost while
reducing the milling optimization process to a fraction of the time, which helps customers increase material
removal rates, reduce cycle times, improve surface finishes and extend tool life, leading to improved
productivity, quality and profits; and
our strategic partnership with MachiningCloud, an industry leader in manufacturing tool data, provides a one-
stop solution for manufacturing customers’ machining application needs, and MachiningCloud’s platform and
manufacturer-provided data combined with MSC’s vast product offerings and inventory availability,
streamline the purchasing process and deliver greater efficiency in customers’ production processes.
Industry Overview
MSC operates in a large, fragmented industry comprised of national, regional and local distributors, retail outlets,
small distributorships, online distributors, direct mail suppliers, large warehouse stores and manufacturers’ own sales forces
serving MRO customers.
MSC differentiates itself in the industry by being a leading distributor of metalworking products. We have
continued to expand technical support and enhance supplier relationships, especially with our metalworking products. Our
associates share their deep expertise and knowledge of metalworking and MRO products to help our customers achieve
their goals.
Nearly every industrial and service business has an ongoing need for MRO supplies. These businesses, with the
exception of the largest industrial plants, often do not have the resources to manage and monitor their MRO inventories
effectively. They spend more than necessary to purchase and track their supplies, providing an opportunity for MSC to
serve as their one-stop MRO product supplier. Even the larger facilities often store their supplies in multiple locations, so
they often carry excess inventories and duplicate purchase orders. In many organizations, multiple people often acquire the
same item in small quantities via expensive, one-off purchases, resulting in higher purchasing costs and administrative
efforts to keep track of supplies.
With limited capital availability and limited E-commerce capabilities and operating leverage, smaller industrial
distributors are under increasing pressure to consolidate and/or curtail services and product lines to remain competitive.
Their challenge represents MSC’s opportunity. We improve purchasing efficiency and reduce costs for our customers
because our offerings enable our customers to consolidate suppliers, purchase orders and invoices, and reduce inventory
tracking, stocking decisions, purchases and out-of-stock situations. In addition, through Vendor Managed Inventory
(“VMI”), Customer Managed Inventory (“CMI”) and vending solutions, we empower our customers to utilize sophisticated
inventory management solutions.
Business Strategy
MSC’s business strategy is based on helping our customers become more productive and profitable by reducing
their total costs for purchasing and using metalworking, MRO, Class C Consumables and OEM products. Leveraging our
expertise, knowledge and experience with metalworking products will continue to be a key tenet of our business strategy.
Our customer-focused culture and high-touch engagement model drive value for our customers and result in deep customer
relationships. Our business strategy includes the following key elements:
Technical Expertise and Support. We provide technical support and one-on-one service through our field sales
specialists and our centralized tech team representatives. We have a dedicated team of more than 150 metalworking and
specialty sales experts who work with customers to improve their manufacturing processes and efficiency, as well as a
technical support team that provides assistance to our sales teams and customers via phone and email. These metalworking
and specialty sales experts are customer-facing and work side-by-side with our customers to perform onsite need analysis
and to identify productivity improvement opportunities. We utilize our Ap Op® proprietary software to capture the
application data and to deliver documented cost savings to our customers. Our exclusive service, MSC MillMax®, focuses
on maximizing milling productivity and lowering costs while reducing the milling optimization process to a fraction of the
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time. Our customers recognize the value of a distributor that can provide technical support to improve their operations and
productivity.
Inventory Management Solutions. Our approach starts with a thorough customer assessment. Our expert
associates develop and recommend solutions that provide exceptional value to the customer. Depending on the customer’s
size and needs, we customize options to address complexity and processes, as well as specific products, technical issues
and cost targets. The options include eProcurement, VMI, CMI, vending, tool crib control or in-plant solutions. Our world-
class sourcing, logistics and business systems provide predictable, reliable and scalable service.
Broad Selection of Products. Customers want a full range of product options, even as they look to reduce the
number of suppliers they partner with. We provide “good-better-best” alternatives, comprising a spectrum of brand name,
MSC exclusive brand and generic MRO products. MSC’s broad selection of products enables customers to choose the right
combination of price and quality on every purchase to meet their needs.
Same-Day Shipping and Next-Day Delivery. We guarantee same-day shipping of our core metalworking and
MRO products, enabling customers to reduce supply inventories. We fulfill our same-day shipment guarantee for in-stock
products about 99% of the time. We offer next-day delivery nationwide for qualifying orders placed by 8 p.m. Eastern Time
(excluding Class C Consumables sales channel products). We know that our customers value this service, and areas
accessible by next-day delivery generate significantly greater sales for MSC than areas where next-day delivery is not
available.
Superior Customer Service. Our commitment to customer service starts with our many associates who share their
deep expertise and knowledge of metalworking, MRO, Class C Consumables and OEM products to help our customers
achieve greater success. We invest in sophisticated information systems and provide extensive training to empower our
associates to better support our customers. Using our proprietary customer support software, our customer care
representatives can: inform customers on a real-time basis of product availability; recommend substitute products; verify
credit information; receive special, custom or manufacturer direct orders; cross-check inventory items using previously
entered customer product codes; and arrange or provide technical assistance. We offer: customized billing; customer
savings reports; electronic data interchange ordering; E-commerce capabilities; bulk discounts; and stocking of specialty
items requested by customers.
Commitment to Technological Innovation. We embrace technological innovations to support our customers,
which in turn propels our growth, improves our customer service and reduces our operating costs. The innovations make
our buying practices more effective, improve our automated inventory replenishment and streamline order fulfillment.
MSC’s proprietary software helps our customers and sales representatives determine the availability of products in real
time and evaluate alternative products and pricing. Our warehouses are automated through the use of advanced systems and
robotics platforms that allow us to rapidly process orders for next-day delivery, with greater efficiency.
We also continually upgrade our distribution methods and systems and provide comprehensive electronic ordering
capabilities to support our customers’ purchase order processing. We continue to invest in our VMI, CMI and vending
solutions that streamline customer replenishment and trim our customers’ inventories. Our vending solutions include
different kinds of machines, such as storage lockers or carousels, which can stand alone or be combined with other
machines. MSC vending machines use network or web-based software to enable customers to gain inventory visibility,
save time and drive profitability.
Digital Technologies and the MSC Website. The MSC website contains a searchable online catalog with
electronic ordering capabilities and provides personalized real-time inventory availability, online bill payment, delivery
tracking status and other enhancements, including work-flow management tools. The user-friendly search engine on the
MSC website allows customers to find SKUs by keyword, part description, competitive part number, vendor number or
brand. Information can also be found detailing MSC’s in-plant and other inventory management solutions. The MSC
website is a key component of our strategy to reduce our customers’ transaction costs and delivery time.
Competitive Pricing. Customers increasingly evaluate their total procurement costs, of which our industrial
supplies are an important component. As a result, we strategically adjust our customer pricing to maintain competitiveness,
while capturing the value of our comprehensive services.
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Growth Strategy
Our growth strategy includes a number of initiatives to gain market share and reposition MSC from being a spot-
buy supplier to a mission-critical partner to our customers. These initiatives include the following:
Expanding and enhancing our metalworking capabilities to aggressively penetrate customers in heavy and
light manufacturing. MSC is a leading distributor of metalworking products in North America. We have continued to
expand technical support and enhance supplier relationships. We are continuing to develop high-performance metalworking
products marketed under MSC exclusive brands, providing high-value product alternatives for our customers. Our
metalworking field specialists and centralized technical support team members have diverse backgrounds in machining,
programming, management and engineering. They help our customers select the right tool for the job from our deep
supplier base and exclusive brands.
Expanding programs for our public sector and national account customers. Our public sector program is
focused on becoming an industry leader and trusted advisor to key public sector end customers. Although MSC has been
providing metalworking and MRO supplies to the commercial sector for more than 80 years, we recognize the importance
of diversifying into the public sector. Over the last few years, MSC has invested in our public sector programs and
expanded into several large contracts with federal, state and local agencies, and we expect to continue to expand the scope
of our public sector programs to leverage our recent success and position MSC for future growth.
We provide customized national account programs for larger customers, often on an enterprise-wide basis. These
national account customers value our ability to support their procurement needs electronically to reduce their transactional
costs. Our dedicated national account managers and operations experts provide supply chain solutions that reduce these
customers’ total costs of procurement and ownership through increased visibility into their MRO purchases and improved
management. We demonstrate these savings by providing these customers with detailed reporting at both the enterprise and
site level.
Increasing sales from existing customers and generating new customers with various value-added programs.
Our value-added programs include business needs analysis, inventory management solutions and workflow management
tools. Our customers particularly value our industrial vending solutions that can accommodate a range of products from
precision cutting tools to MRO supplies. We are increasing investments in vending, VMI and our growing in-plant
solutions program.
Enhancing E-commerce capabilities. The MSC website is a business-to-business oriented, horizontal
marketplace serving the metalworking and MRO market. The MSC website allows customers to enjoy added convenience
without sacrificing customized service. The MSC website is a key component of our strategy to reduce customers’
transaction costs and internal requisition time. MSC continues to evaluate the MSC website and solicit customer feedback,
making on-going improvements to ensure that it remains a premier website in our marketplace. The MSC website provides
advanced features, such as order approval (workflow) and purchase order control, that our customers interact with in order
to derive business value beyond merely placing an order. Many large customer accounts transact business with MSC using
eProcurement solution providers that sell a suite of E-commerce products. We have associations with many of these
providers and continue to evaluate and expand our eProcurement capabilities.
Selectively pursuing strategic acquisitions and investments. MSC is a leader in the highly fragmented industrial
distribution market with significant opportunities for organic and acquisitive growth. We selectively pursue strategic
acquisitions that deepen our metalworking expertise, extend our capabilities into strategic adjacencies, such as OEM
fasteners, hardware and components, and expand our markets in North America. We also seek to target investments in
businesses and other ventures that we believe offer opportunities for growth and improved operational performance for our
business.
In January 2023, the Company acquired certain assets and assumed certain liabilities of Buckeye Industrial Supply
Co. (“Buckeye”), an Ohio-based metalworking distributor, and Tru-Edge Grinding, Inc. (“Tru-Edge”), an Ohio-based
custom tool manufacturer. Buckeye primarily serves the metalworking needs of large manufacturers. MSC Industrial plans
to build on Buckeye’s technical, high-touch relationships and value-added services by offering customers access to its
extensive product portfolio to support customers’ full metalworking and MRO needs. Tru-Edge brings new capabilities to
MSC Industrial, including the design and manufacture of parts from scratch with a strong focus in the automotive and
medical markets. The Company expects to drive revenue growth in its existing Midwest manufacturing customer base by
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leveraging the services provided by Tru-Edge. The Company believes the technical expertise and value-added services
provided by Tru-Edge will support its effort to drive cost savings for its customers.
Increasing the size and improving the productivity of our direct sales force. We have invested resources to give
our sales representatives more time with our customers and have provided increased support to drive customer productivity
improvements and deliver a personalized experience for our customers. At September 2, 2023, our field sales and service
associate headcount was 2,572. We believe that our sales force investment has played a critical role in the overall success
of the Company’s revenue performance. Our sales force, focusing 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.
Increasing the number of product lines and productive SKUs. We offer approximately 2.4 million active,
saleable SKUs through our distribution and E-commerce channels, including the MSC website, inventory management
solutions, catalogs, brochures, customer care centers, customer fulfillment centers, regional inventory centers and
warehouses. The majority of products sold are third-party manufactured products; however, SKUs sold under MSC private
label brands approximate 13% of net sales. We are increasing the breadth and depth of our product offerings and pruning
non-value-added SKUs. In fiscal year 2023, we added approximately 240,000 SKUs, net of SKU removals, to our active,
saleable SKU count. We also leverage the depth and breadth of MSC’s product portfolio within our Class C Consumables
sales channel. We plan to continue adding SKUs in fiscal year 2024.
Improving our marketing programs. MSC has built an extensive buyer database, which we harness via both
human and artificial intelligence to target our marketing to the best prospects. We supplement the efforts of our sales force
through the use of digital and traditional marketing tactics. Our industry-specific expertise allows us to focus our outreach
on the most promising growth areas.
Improving our excellent customer service. MSC consistently receives top quartile customer satisfaction ratings,
according to customer surveys. By working to anticipate our customers’ needs, we strive to exceed our customers’
expectations. This focus on our customers’ needs enables us to achieve our goal to stand apart in the market. We use
customer comment cards, surveys and other customer outreach tools, using their feedback to improve the overall customer
experience.
Intellectual Property
We conduct business under various trademarks and service marks. We protect these trademarks by maintaining
registrations in the United States, Canada and elsewhere. We also file for and obtain patents and use confidentiality and
other agreements with customers, associates, consultants and others in order to protect our proprietary information.
Although we do not believe our operations are substantially dependent upon any of our intellectual property, we consider
our intellectual property to be valuable to our business.
Products and Supplier Services
Our broad range of metalworking and MRO products includes cutting tools, measuring instruments, tooling
components, metalworking products, fasteners, flat stock, raw materials, abrasives, machinery hand and power tools, safety
and janitorial supplies, plumbing supplies, materials handling products, power transmission components and electrical
supplies. Our large and growing number of SKUs makes us an increasingly valuable partner to our customers as they look
to rationalize their supplier base. Our assortment from multiple product suppliers and MSC exclusive brands, prices and
quality levels enables our customers to select from “good-better-best” options on nearly all of their purchases. Our
extensive network of suppliers provides us access to technical application, safety, training certifications and many other
value-added services for our customers. We stand apart from our competitors by offering brand name, MSC exclusive
brand and generic products, depth in our core product lines and competitive pricing.
We purchase substantially all of our products directly from more than 3,000 suppliers. No single supplier
accounted for more than 5% of our total purchases in fiscal year 2023, 2022 or 2021.
Customer Fulfillment Centers and Distribution Network
We continue to invest in the enhancement of our distribution efficiency and capabilities. When our customers
order an in-stock product online or via phone, we ship it the day the order is placed about 99% of the time. We do that
through our six customer fulfillment centers, 10 regional inventory centers and 38 warehouses. Some specialty or custom
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items and very large orders are shipped directly from the manufacturer. We manage our primary customer fulfillment
centers via computer-based SKU tracking systems and radio frequency devices that locate specific stock items to make the
selection process more efficient. Our warehouses are predominantly from our acquired subsidiaries. Similar to our
customer fulfillment centers, these warehouses primarily handle the stocking and fulfillment of inventory. However, in
some cases, these locations also operate as subsidiary headquarters and provide office space for sales associates.
Sales and Marketing
We serve individual machine shops, Fortune 1000 companies, government agencies and manufacturers of all
sizes. With some of our recent acquisitions, such as All Integrated Solutions, Inc. and Tower Fasteners, LLC (“Tower
Fasteners”), we have increased our presence in the OEM fasteners, hardware and components business. We have also
significantly increased our presence in the VMI space within the Class C Consumables sales channel. VMI involves not
only selling the Class C Consumables, but also managing appropriate stock levels for the customer, fulfilling replenishment
orders, putting away the stock, and maintaining a clean and organized inventory area.
MSC’s public sector customers include 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. We have individual state and local contracts, as well as contracts through
partnerships with several state co-operatives.
Our national account program includes Fortune 1000 companies, large privately held companies, and international
companies primarily doing business in North America. We have identified hundreds of additional national account
prospects and have given our sales team tools to ensure we are targeting prospective customers that best fit the MSC
model.
We have implemented advanced analytics and significantly increased the return on our marketing investments
designed to acquire new customers and increase our share of business with current customers. The majority of our efforts
are focused on search engine marketing, email marketing and online advertising to align with our customers’ buying
behavior. We utilize traditional marketing methods, such as catalogs and direct mail, on a selective basis. We use our own
contact database together with external information to target buyers with the highest likelihood to buy.
Our sales representatives are highly trained and experienced individuals who build relationships with customers,
assist customers in reducing costs, provide and coordinate technical support, coordinate special orders and shipments with
vendors, and update customer account profiles in our information systems databases. Our marketing approach centers on
the ability of our sales representatives, armed with our comprehensive databases as a resource, to respond effectively to the
customers’ needs. When a customer interacts with MSC, the sales representative has immediate access to that customer’s
company and specific buyer profile, which includes billing and purchasing track records, and plant and industry
information. Meanwhile, the sales representative has access to inventory levels on every SKU we carry.
Our associates at our customer care centers undergo an intensive seven-week training course, followed up by
regular training seminars and workshops. We monitor and evaluate our sales associates at regular intervals through quality
monitoring, customer satisfaction surveys and net promoter score feedback. We also provide our sales associates with
technical training by our in-house specialists and product vendors. We maintain a separate technical support group
dedicated to answering customer inquiries and assisting our customers with product operation information and finding the
most efficient solutions to manufacturing problems.
Virtual Customer Care Hubs
As part of our enhanced customer support model implemented in fiscal year 2021, we transitioned from our
branch office network to virtual customer care hubs. Our virtual customer care hubs continue to play an integral role in
obtaining new accounts and penetrating existing ones.
Digital and Traditional Marketing
Our primary method of presenting products and solutions is the MSC website and our digital marketing programs,
which include tactics such as search engine marketing, email marketing, social media and online advertising. These
programs align with the ever-evolving buying behavior of our customers and are designed to maximize marketing
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productivity and return on marketing dollars spent. While digital is our primary means of marketing, we leverage catalogs,
sales collateral and promotional brochures where appropriate. We use these methods to target customers in specific areas,
such as metal fabrication, facilities management, and safety and janitorial, with a more focused selection of products or
solutions.
Customer Service
One of our goals is to make purchasing our products as convenient and effortless as possible. During the fiscal
year ended September 2, 2023, customers submitted approximately 61.1% of their orders digitally through our E-
commerce platforms (the MSC website, vending machines and eProcurement). The remaining orders are primarily placed
via telephone, email and fax. The efficient handling of orders is a critical aspect of our business. Order entry and
fulfillment occurs at our main customer care centers, mostly located at our customer fulfillment centers. Customer care
phone representatives enter non-digital orders into computerized order processing systems. In the event of a local or
regional situation, our communications system will reroute customer exchanges to an alternative location. When an order
enters the system, a credit check is performed; if the credit is approved, the order is usually transmitted to the customer
fulfillment center closest to the customer. Customers are invoiced for merchandise and shipping and handling promptly
after shipment.
Information Systems
MSC’s information systems are an integral part of driving growth and delivering our full value proposition to our
customers. In today’s digital world, our systems allow our customers to conduct business with us securely across multiple
channels and in the way they want. In addition, our systems enable data visibility for faster decision making, which drives
operational efficiency and supports a flexible remote workforce across the globe.
Our E-commerce environment is continually being upgraded and enhanced with a focus on delivering an
exceptional online customer experience. We plan to achieve this by utilizing state-of-the-art cloud technologies, developing
an industry leading search engine, deploying an integrated digital marketing platform and further enriching our product
data.
In response to shifts in the labor market, we also look to accelerate automation in our customer fulfillment centers.
In fiscal year 2019, we introduced a patented robotic packing solution, and we are in the process of deploying advanced
robotic picking technology to several customer fulfillment centers.
Most of our information systems operate in real time over a secure wide area network, letting each customer
fulfillment center and virtual customer care hub share information and monitor daily progress on sales activity, credit
approvals, inventory levels, stock balancing, vendor returns, order fulfillment and other key performance measures. We
maintain a sophisticated buying and inventory management system that monitors all of our SKUs and automatically
purchases inventory from vendors for replenishment, based on proprietary forecasting models. We also maintain an
Electronic Data Interchange (“EDI”) and XML purchasing program with our vendors to boost order placement efficiency,
reduce order cycle processing time, and increase order accuracy.
As part of our commitment to creating services that fuel the potential of our customers, we develop and maintain a
suite of proprietary VMI digital solutions. These VMI digital solutions allow our customers to focus on their core business,
while MSC manages their inventory ordering, fulfillment and replenishment. Our various VMI digital solutions are
customizable to meet both simple and complex customer needs. Our scanning solutions integrate scanner accumulated
orders directly into our Sales Order Entry system and the MSC website. Our CMI enables customers to simply and
effectively replenish inventory by submitting orders directly to the MSC website. Our customized vending solutions are
used by customers in manufacturing plants to help them achieve supply chain and shop floor optimization, through
inventory optimization and reduced tooling and labor costs. All of our digital solutions function directly as front-end
ordering systems for our e-Portal-based customers. These solutions take advantage of advanced technologies built upon the
latest innovations in E-commerce and wireless and cloud-based computing.
Our core business systems run in a highly distributed computing environment and utilize world-class software and
hardware platforms from key partners. We utilize disaster recovery techniques and procedures, which are consistent with
best practices in enterprise information technology (“IT”). With many of our associates shifting to a remote work model
beginning in fiscal year 2020, we deployed secure home computing assets and implemented collaboration software to
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enable interconnected teams and scalable video conferencing for large virtual gatherings. Our focus in fiscal year 2024
onwards will be to optimize the hybrid associate work experience.
We believe that our current systems and practice of implementing regular updates are adequate to support our
current needs. Over the next few years, we will also be upgrading and migrating many of our systems to take advantage of
the flexibility and controls offered by cloud computing platforms while downsizing our on-premise data center footprint.
Recent cloud migrations include commercial off-the-shelf enterprise systems as well as our E-commerce infrastructure.
Our sales representatives are equipped with proprietary mobile technology that allows them to tap into MSC’s
supply chain directly from our customers’ manufacturing plants and make sure that critical inventory is always on site and
available. In addition, we are enhancing our customer websites and portals to reflect this new mobile reality at a pace in
line with customer adoption of mobile technology.
Our customer care centers are powered via state-of-the-art telephony, case management and workforce
optimization platforms. The features within the platforms create a seamless environment equipped with advanced
applications that assist our associates in optimizing our customers’ experience. The architecture has established a dynamic
infrastructure that is scalable both in terms of operations and future capabilities. We are continuing to implement additional
functionality aimed at enhancing the engagement and personalization of the customer experience regardless of the contact
method chosen.
MSC is actively leveraging artificial intelligence (“AI”) in various areas to improve customer experiences and
drive efficiencies in areas such as time-series forecasting models for financial planning, AI-driven recommendations for
our customer-care team, order error processing, natural language processing to automate product taxonomy classification
and AI-driven chatbots for our associates to quickly find relevant information. We continue to take steps to understand,
secure and pilot this technology in additional areas within the Company. We believe our strategic alignment with leading
vendors in this space will position MSC well for a future where AI technology will be integrated into many aspects of
MSC’s business.
Competition
The MRO supply industry is a large, fragmented industry that is highly competitive. We face competition from
traditional channels of distribution, such as retail outlets, dealers and wholesalers, regional and national distributors
utilizing direct sales forces, manufacturers of MRO supplies, large warehouse stores and large direct mail distributors. We
also face substantial competition in the online distribution space that competes with price transparency and includes both
traditional distributors and non-traditional, web-based E-commerce competitors. In addition, new entrants in the MRO
supply industry could increase competition. We believe that sales of MRO supplies will become more concentrated over
the next several years, which may make MRO supply distribution more competitive. Some of our competitors challenge us
with a greater variety of product offerings, greater financial resources, additional services, or a combination of these
factors. In the industrial products market, customer purchasing decisions are based primarily on one or more of the
following criteria: price, product selection, product availability, technical support relationship, level of service and
convenience. We believe we compete effectively on all such criteria. Our industry has seen consolidation in recent years.
The trend of our industry toward consolidation could 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 and gross profit on products.
Seasonality
During any given time, we may be impacted by our industrial customers’ plant shutdowns, particularly during the
summer months (our fiscal fourth quarter), as well as the winter months for the Christmas and New Year holiday period
(our fiscal second quarter). In addition, we may be impacted by weather-related disruptions.
Compliance with Health and Safety and Environmental Laws and Regulations
Our operations are subject to and affected by a variety of federal, state, local and non-U.S. health and safety and
environmental laws and regulations relating to the discharge, treatment, storage, disposal, investigation and remediation of
certain materials, substances and wastes. We continually assess our compliance status and management of environmental
matters to ensure that our operations are compliant with all applicable environmental laws and regulations.
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Operating and maintenance costs associated with environmental compliance and management of sites are a
normal and recurring part of our operations. With respect to all other matters that may currently be pending, in the opinion
of management, based on our analysis of relevant facts and circumstances, compliance with applicable environmental laws
and regulations is not likely to have a material adverse effect upon our capital expenditures, earnings or competitive
position.
Human Capital Resources
As of September 2, 2023, we employed 7,377 associates worldwide, of which approximately 7,131 were full-time
and 246 were part-time. No associate is represented by a labor union. Approximately 90% of our workforce is based in the
United States. MSC has not experienced any major work stoppages and considers associate relations to be good.
Our goal is to attract, develop and retain a talented team of associates inspired by our greater purpose of fueling
the potential of our stakeholders. We believe a career at MSC includes:
•
•
Purpose – MSC helps to fuel the industrial economy, propel our stakeholders’ success, and contribute to our
customers’ growth.
People and Respect – MSC cares about people. We strive to offer a positive work environment, with people
you like and leaders you can respect.
• Health and Well-being – MSC offers many available options for our associates and their families to be
healthy and plan for the future.
• Rewards and Recognition – Appreciation for our associates’ contributions and the opportunity to share
financially and intrinsically in MSC’s success.
• Growth – The opportunity to learn, take risks and develop a career.
At MSC, we refer to our workforce as our team of “associates,” rather than employees, because we believe that
our associates have a stake in our success. We rely on each other to be as dedicated to MSC as MSC is dedicated to each
associate. This is a critical part of our expectations of our associates and a unique part of our culture.
Health and Safety
MSC’s safety vision is to build a culture in which safety is a top value across all levels of the organization, and
that every associate has the right and responsibility to continually seek to prevent injuries and build a safe environment for
everyone. Our leadership team is highly engaged through our Safety Leadership System in identifying trends in our
incidents throughout the network and working collaboratively with our safety professionals to effectively reduce incidents
involving our associates and to make MSC one of the safest places to work.
In calendar year 2022, the Company’s Occupational Safety and Health Administration (“OSHA”) Total
Recordable Incident Rate was 1.72 and the Company’s OSHA Lost Time Incident Rate was 0.62 based upon the number of
incidents per 100 associates (or per 200,000 work hours). The Company’s rates fall well below the Total Recordable
Incident Rate and the Lost Time Incident Rate of the North American Industry Classification System, which were 2.10 and
0.70, respectively. The success of our Safety Leadership System was additionally validated through the completion and re-
certification to the ISO 45001 Standard in our Columbus, Ohio customer fulfillment center in November 2022. We are
expanding our efforts to achieve ISO 45001 certification throughout the supply chain network in the coming years.
Diversity, Equity and Inclusion
MSC is committed to promoting a respectful, diverse workplace, constructive collaboration, innovative creativity,
and genuine leadership. We believe that our culture and our business benefit greatly from the rich combination of
experience, creativity and perspective that our diverse workforce provides. Our associates’ differences – the individual
characteristics, work styles, beliefs and backgrounds – make us strong and equip us to better serve our customers. Because
we are dedicated to an environment of equal opportunity, we partner with several outreach organizations that help us in our
recruitment efforts such as: Hiring our Heroes, minority-owned organizations, women-owned organizations, local and state
workforce services, and vocational rehab centers. Additionally, MSC continues to grow its business resource groups,
known as Inclusion Circles, with membership growing to more than 1,000 associates combined. Each Inclusion Circle is
sponsored by a member of the MSC leadership team. These include WIN (Women’s Inclusion Network), Veterans, BIG
(Black Inclusion Group), Pride, ABLE, GEN (Generational Empowerment Network) and HOLA (Hispanic Organization
for Leadership and Advancement).
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As of September 2, 2023, our U.S. associate population by gender, ethnic and racial attributes was as follows:
U.S. Associate
Population
Male Female White
Hispanic/La
tino
Black/Africa
n American Asian
American
Indian/Alask
an Native
Native
Hawaiian/Ot
her Pacific
Islander
Two or
More
Races
Not
Available
59.9 %
Individual
Contributor
Middle
Management 63.9 %
Director and
Above
Total U.S.
Associate
Population
71.1 %
60.5 %
40.1 % 71.5 %
10.0 %
12.8 %
2.2 %
36.1 % 82.6 %
4.9 %
8.7 %
1.9 %
28.9 % 85.2 %
0.8 %
6.6 %
7.4 %
0.7 %
0.3 %
— %
0.3 %
2.4 %
0.3 %
1.2 %
— %
— %
0.1 %
0.1 %
— %
39.5 % 73.0 %
9.3 %
12.2 %
2.3 %
0.6 %
0.3 %
2.2 %
0.1 %
Talent Acquisition and Development
MSC focuses on creating opportunities for associate growth, development and training education, offering a
comprehensive talent program that continues throughout an associate’s career. MSC believes that its future success is
highly dependent upon the Company’s continued ability to attract, retain and motivate associates. As part of its efforts in
these areas, the Company offers competitive compensation and benefits to meet the diverse needs of team members and
support their health and well-being, financial future and work-life balance. Associates are given access to health plan
resources, disease management, tobacco cessation, parental support, stress management and weight loss programs. In
addition, MSC provides to its associates retirement savings, paid holidays and time off, educational assistance and income
protection benefits, as well as a variety of other programs.
MSC also offers through MSC University various learning and development opportunities in support of associate
career growth and success through a variety of offerings, including virtual classrooms and webinars, instructor-led courses,
informal work groups, e-learning, books and articles, and more. These opportunities can drive improvement, facilitate
career development, provide coaching and mentoring opportunities, and enhance communication skills. The average
training hours completed by MSC associates in fiscal year 2023 increased nearly 18% year over year to over 20 hours per
individual. Additionally, MSC’s tuition assistance program covers educational costs and provides eligible associates the
financial assistance to obtain a graduate or undergraduate degree while working.
Available Information
The Company’s website is https://www.mscdirect.com. We make available, free of charge, on or through the
investor relations portion of our website, https://investor.mscdirect.com, our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these reports, as well as proxy statements
and other information, as soon as reasonably practicable after such documents are electronically filed with, or furnished to,
the SEC. We also make available, on our website, the charters of the committees of our Board of Directors, the Code of
Ethics, the Code of Business Conduct and the Corporate Governance Guidelines pursuant to SEC requirements and New
York Stock Exchange (“NYSE”) listing standards. The information on our website, or linked to or from our website, is not
incorporated by reference into, and does not constitute a part of, this Report or any other documents we file with, or furnish
to, the SEC.
We use the investor relations portion of our website, https://investor.mscdirect.com, to distribute information,
including as a means of disclosing material, non-public information, and for complying with our disclosure obligations
under Regulation FD. We routinely post and make accessible financial and other information regarding the Company on
our website. Accordingly, investors should monitor the investor relations portion of our website,
https://investor.mscdirect.com, in addition to our press releases, SEC filings and other public communications.
ITEM 1A. RISK FACTORS.
In addition to the other information in this Report, the following factors should be considered in evaluating the
Company and its business. Our future operating results depend upon many factors and are subject to various risks and
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uncertainties. The known material risks and uncertainties which may cause our operating results to vary from anticipated
results or which may negatively affect our operating results and profitability are as follows:
Risks Related to Our Business
Our business depends heavily on the operating levels of our customers and the economic factors that affect them, including
general economic conditions.
Many of the primary markets for the products and services we sell are subject to cyclical fluctuations that affect
demand for goods and materials that our customers produce. Consequently, demand for our products and services has been,
and will continue to be, influenced by most of the same economic factors that affect demand for and production of our
customers’ products.
When, as occurs in economic downturns, current or prospective customers reduce production levels because of
lower demand or tight credit conditions, their need for our products and services diminishes. Selling prices and terms of
sale with our customers come under pressure, which may adversely affect the profitability and the durability of customer
relationships. Credit losses increase as well. Volatile economic and credit conditions also make it more difficult for
distributors, as well as customers and suppliers, to forecast and plan future business activities and may prevent them from
ordering our products as frequently or in the quantities they otherwise would. We may experience adverse impacts to our
business as a result of any economic recession or slowing in the rate of growth.
Additionally, macroeconomic conditions may impact the proper functioning of financial and capital markets,
foreign currency exchange rates, commodity and energy prices, labor and supply costs, and interest rates. We have also
been affected by macroeconomic conditions specific to the principal end markets that we serve, including as the result of
work stoppages and organized labor activity. Any or all of these factors may impact us, our customers, and their demand
for our products.
In addition, as various sectors of our industrial customer base face increased foreign competition, and in fact lose
business to foreign competitors or shift their operations overseas in an effort to reduce expenses, we may face increased
difficulty in growing and maintaining our market share and growth prospects.
Changes in our customer and product mix, or adverse changes to the cost of goods we sell, could cause our gross margin
percentage to fluctuate or decrease.
From time to time, we experience changes in our customer mix and in our product mix. Changes in our customer
mix have resulted from various factors, such as geographic expansion, daily selling activities within current geographic
markets, and targeted selling activities to new customers. Changes in our product mix have also resulted from various
factors, such as marketing activities to existing customers, needs communicated to us from existing and prospective
customers and business acquisitions. As our national account and government customer program sales grow, we will face
continued pressures on maintaining gross margin because these customers receive lower pricing due to their higher level of
purchases from us. In addition, our continued expansion of our vending program and other E-commerce platforms places
pressure on our gross margin. We may also be subject to price increases from our suppliers and independent freight carriers
that we may not be able to pass along to our customers, particularly in periods of high or rapid inflation.
Volatility in commodity, energy and labor prices may adversely affect operating margins.
In times of commodity, energy and labor price increases, we may be subject to price increases from our suppliers
and independent freight carriers that we are unable to pass along to our customers. Raw material costs used in our
suppliers’ products (steel, tungsten, etc.) and energy and labor costs may increase, which may result in increased
production costs for our suppliers that they pass along to us. The fuel costs of our independent freight carriers have been
volatile. Our suppliers and independent freight carriers typically look to pass increased costs along to us through price
increases. When we are forced to accept these price increases, we may not be able to pass them along to our customers,
resulting in lower margins.
In addition to increases in commodity, energy and labor prices, decreases in those costs, particularly if severe,
could also adversely impact us by creating deflation in selling prices, which could cause our gross profit margin to
deteriorate, or by negatively impacting customers in certain industries, which could cause our sales to those customers to
decline.
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Inflation impacts the costs at which we can procure products and our ability to increase prices at which we sell to
customers over time. Prolonged periods of low inflation or deflation could adversely affect our ability to increase the prices
at which we sell to customers. Periods of high or rapid inflation, such as the historically high levels of inflation the United
States has experienced recently, may also cause the prices that our suppliers and independent freight carriers charge to
increase rapidly or unpredictably. We may not be able to pass along increased costs due to inflation in full or synchronously
to customers, which may result in lower margins or changes in our relationships with customers.
We operate in a highly competitive industry, which is evolving and consolidating, which could adversely affect our business
and financial results.
The MRO supply industry, although consolidating, still remains a large, fragmented industry that is highly
competitive. We face competition from traditional channels of distribution, such as retail outlets, small dealerships,
regional and national distributors utilizing direct sales forces, manufacturers of MRO supplies, large warehouse stores and
larger direct mail distributors. We believe that sales of MRO supplies will continue to concentrate over the next several
years, which may make MRO supply distribution more competitive. Some of our competitors challenge us with a greater
variety of product offerings, greater financial resources, additional services, or a combination of these factors. In addition,
we also face the risk of companies which operate primarily outside of our industry entering our marketplace.
Our industry is evolving at an accelerated pace. If we do not have the agility and flexibility to effectively respond
to this accelerated pace of industry changes, our strategy could be put at risk resulting in a loss of market share. We also
face substantial competition in the online distribution space that competes with price transparency. Increased competition
from online retailers (particularly those major internet providers who can offer a wide range of products and rapid
delivery), and the adoption by competitors of aggressive pricing strategies or sales methods, could cause us to lose market
share or reduce our prices, adversely affecting our sales, margins and profitability.
Traditional MRO suppliers are attempting to consolidate the market through internal expansion or acquisitions or
mergers with other industrial suppliers, or a combination of both. This consolidation allows suppliers to improve efficiency
and spread fixed costs over a greater number of sales, and to achieve other benefits derived from economies of scale. The
trend of our industry toward consolidation could 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 and gross profit on products. These trends may adversely affect our sales, margins and profitability.
In order to operate more efficiently, control costs and improve profitability, we incurred approximately $7.9
million in restructuring and other costs in fiscal year 2023, primarily consisting of consulting-related costs and associate
severance and separation costs associated with the optimization of the Company’s operations and profitability
improvement. There can be no assurance that these actions will achieve their intended benefits.
As a supplier to the U.S. government and public sector, we are subject to certain laws and regulations which may increase
our costs of doing business and which subject us to certain compliance requirements and potential liabilities.
As a supplier to the U.S. government and public sector, which currently represents approximately 10% of total
Company revenue, we must comply with certain laws and regulations, including the Trade Agreements Act, the Buy
American Act and the Federal Acquisition Regulation, relating to the formation, administration and performance of U.S.
government contracts. These laws and regulations affect how we do business with government customers and, in some
instances, impose added compliance and other costs on our business. From time to time, we are subject to governmental or
regulatory inquiries or audits relating to our compliance with these laws and regulations. A violation of these specific laws
and regulations, as well as others, could result in the imposition of fines and penalties or the termination of our U.S.
government contracts and could harm our reputation and cause our business to suffer.
Our business is exposed to the credit risk of our customers, which could adversely affect our operating results.
We perform periodic credit evaluations of our customers’ financial condition, and collateral is generally not
required. We evaluate the collectability of accounts receivable based on numerous factors, including past transaction
history with customers and their creditworthiness, and we provide a reserve for accounts that we believe to be
uncollectible. A significant deterioration in the economy or the financial condition of our customers, including as a result of
higher inflation and fluctuations in interest rates, geopolitical events or macroeconomic events, could have an adverse
effect on our ability to collect our accounts receivable, including longer payment cycles and increased collection costs and
defaults.
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Failure to accurately forecast customer demand and timely purchase inventory could lead to excess inventories or
inventory shortages, which could result in decreased operating margins, reduced cash flows and harm to our business.
To meet anticipated demand for our products, we may purchase products from manufacturers outside of our
typical programs, including payment terms, and in advance of customer orders, which we hold in inventory and resell to
customers. We are subject to the risk that we may be unable to sell excess products ordered from manufacturers. Inventory
levels in excess of customer demand due to the difficulty of calibrating demand for such products, the concentration of
demand for a limited number of SKUs, difficulties in product sourcing, including due to supply chain disruptions affecting
us and our suppliers, or rapid changes in demand may result in inventory impairment or write-downs, and the sale of excess
inventory at discounted prices could have an adverse effect on our operating results, financial condition and cash flows.
Conversely, if we underestimate customer demand for our products or if our manufacturers fail to supply products we
require at the time we need them, including due to supply chain disruptions affecting us and our suppliers, we may
experience inventory shortages. Inventory shortages might delay shipments to customers and negatively impact customer
relationships.
The risk of cancellation or rescheduling of orders may cause our operating results to fluctuate.
The cancellation or rescheduling of orders may cause our operating results to fluctuate. Although we strive to
maintain relationships with our customers, there is an ongoing risk that orders may be cancelled or rescheduled due to
fluctuations in our customers’ business needs or purchasing budgets, including changes in national and local government
budgets. Additionally, although our customer base is diverse, ranging from individual machine shops to Fortune 1000
companies and large governmental agencies, the cancellation or rescheduling of significant orders by larger customers may
still have a material adverse effect on our operating results from time to time.
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 may adversely affect our ability to obtain
inventory and make deliveries to our customers.
Our ability to provide same-day shipping and next-day delivery of our core metalworking and MRO products is
an integral component of our overall business strategy. Disruptions at transportation centers or shipping ports, including
global and domestic locations, due to third-party work stoppages or labor shortages or severe weather conditions affect
both our ability to maintain core products in inventory and to deliver products to our customers on a timely basis, which
may in turn adversely affect our customer relationships and results of operations. In addition, severe weather conditions
and work stoppages affecting the end markets we serve could adversely affect demand for our products in particularly
hard-hit regions and impact our sales and/or our ability to deliver our products.
Our business depends on our ability to attract, train and retain qualified sales and customer service personnel and
metalworking and specialty sales specialists.
Our business depends on our ability to attract, train and retain qualified sales and customer service personnel and
metalworking specialists. We greatly benefit from having associates who are familiar with the products we sell and their
applications, as well as associates, and in particular metalworking specialists, who can provide technical support to our
customers. Qualified individuals of the requisite caliber and number needed to fill these positions may be difficult to hire
and retain in sufficient numbers. Additionally, hiring and retaining such qualified individuals may be adversely impacted
by global and domestic economic uncertainty, and increased competition for such qualified individuals. If we are unable to
hire and retain associates capable of providing a high level of customer service and technical support, our operational
capabilities and ability to provide differentiated services may be adversely affected.
The loss of key suppliers or contractors or key brands could adversely affect our operating results.
We believe that our ability to offer a combination of well-known brand name products and competitively priced
exclusive brand products is an important factor in attracting and retaining customers. Our ability to offer a wide range of
products and services is dependent on obtaining adequate product supply and services from our key suppliers and
contractors. The loss of, or a substantial decrease in, the availability of products or services from key suppliers or
contractors at competitive prices, or the loss of a key brand, could cause our revenues and profitability to decrease.
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Supply chain disruptions could adversely impact our business, operating results and financial position.
Disruptions in our supply chain due to events outside of our control, including natural and human-induced
disasters, earthquakes, storms, hurricanes, floods, fires, droughts, tornados and other extreme weather, widespread
contagious diseases or viruses, geopolitical events, such as war, economic sanctions, civil unrest, rioting or terrorist attacks
in the United States or countries in which we operate, in which our key suppliers are located or through which products we
sell are transported or distributed, transportation disruptions, labor disputes or shortages, raw material shortages,
inadequate manufacturing capacity or utilization to meet demand, actions by governments and central banks that impact the
flow of international goods, and the imposition of other trade limitations, prohibitions or sanctions that increase the costs of
domestic and international trade and transportation, could restrict our ability to obtain products that our customers demand
or to meet delivery expectations, which could adversely impact our business, operating results and financial position. Any
such disruption or other catastrophic event could cause our distribution channels and networks to become limited or non-
operational, adversely impact our ability to obtain or deliver products to our customers in a timely manner, limit our ability
to meet customer demand, result in lost sales, increased costs, penalties, order cancellations or contract terminations, or
adversely impact our customer relationships. Our ability to fulfill customer orders using same-day shipping and next-day
delivery is an integral component of our business strategy upon which our customers rely, and any such disruption could
adversely impact our business, operating results and financial position.
Changes to trade policies or trade relationships could make sourcing products from overseas more difficult and/or costlier
as well as negatively affect the markets we sell into.
Changes to trade policies or trade relationships, including the imposition of significant restrictions, quotas, duties,
tariffs or moratoriums on economic activity with certain countries or regions, whether because of amendments to or the
elimination of existing trade agreements or the imposition of new or modified trade tariffs or other governmental orders or
sanctions, could have an adverse effect on our business. These changes and other changes to trade policies or trade
relationships could adversely affect our ability to secure sufficient products to service our customers and/or result in
increased product costs that we may not be able to pass on to our customers, resulting in lower margins. Additionally, these
changes could adversely affect our foreign sales.
Opening or expanding our customer fulfillment centers exposes us to risks of delays and may affect our operating results.
In the future, as part of our long-term strategic planning, we may open new customer fulfillment centers to
improve our efficiency, geographic distribution and market penetration. In addition, we intend to make, as we have in the
past, capital improvements and operational enhancements to certain of our existing customer fulfillment centers. Moving or
opening customer fulfillment centers and effecting such improvements requires a substantial capital investment, including
expenditures for real estate and construction, and opening new customer fulfillment centers requires a substantial
investment in inventory. Additionally, the opening of new customer fulfillment centers or the expansion of existing
customer fulfillment centers would have an adverse impact on operating expenses as a percentage of sales, inventory
turnover and return on investment in the periods prior to and for some time following the commencement of operations of
each new customer fulfillment center or the completion of such expansions.
We establish insurance-related healthcare reserves based on historical claims experience and actuarial estimates, which
could lead to adjustments in the future based on actual claims incurred.
We retain a significant portion of the risk under our healthcare insurance program. In fiscal year 2021, we began
self-insuring for costs associated with associates’ health needs, which is limited by stop-loss coverage. Our healthcare
insurance program accruals are determined on an actuarial basis, based on historical claims experience and an estimate of
claims incurred but not yet reported and other relevant factors. While we believe our estimation process is well designed,
every estimation process is inherently subject to limitations. Fluctuations in the frequency, magnitude or number of claims
make it difficult to predict the ultimate cost of claims and may lead to future adjustments of reported results of operations
which, depending on the magnitude of such adjustments, may significantly affect our reported results or negatively affect
the reliability of our reported results.
An interruption of operations at our headquarters or customer fulfillment centers could adversely impact our business.
Our business depends on maintaining operations at our co-located headquarters and customer fulfillment centers.
A serious, prolonged interruption due to power outage, telecommunications outage, cyber-attack, terrorist attack,
16
earthquake, storm, hurricane, flood, fire, drought, tornado and other extreme weather, widespread contagious disease or
virus or other interruption could have a material adverse effect on our business and financial results.
Goodwill and other indefinite-lived intangible assets recorded as a result of our acquisitions could become impaired.
As of September 2, 2023, our combined goodwill and other indefinite-lived intangible assets amounted to $729.3
million. To the extent we do not generate sufficient cash flows to recover the net amount of any investment in goodwill and
other indefinite-lived intangible assets recorded, the investment could be considered impaired and subject to write-off. We
expect to record further goodwill and other indefinite-lived intangible assets as a result of future acquisitions we may
complete. Future amortization of such assets or impairments, if any, of goodwill or other indefinite-lived intangible assets
would adversely affect our results of operations in any given period. If the financial performance of our business was to
decline significantly, we could incur a material non-cash charge to our income statement for the impairment of goodwill
and other indefinite-lived intangible assets.
Climate change and societal and governmental responses to climate change could adversely affect our business and
performance, including indirectly through impacts on our customers.
Concerns over the long-term impacts of climate change have led, and will continue to lead, to governmental
efforts around the world to mitigate those impacts. Consumers and businesses also may change their behavior on their own
as a result of concerns regarding the impact of climate change, governmental regulations and public perceptions. We and
our customers will need to respond to new laws and regulations as well as consumer and business preferences resulting
from climate change concerns. The impact on our customers will likely vary depending on their specific attributes,
including reliance on or role in carbon intensive activities. Among the impacts to us could be a drop in demand for our
products and services, particularly in certain sectors. Our efforts to take these risks into account, including by increasing
our business with climate-friendly companies, may not be effective in protecting us from the negative impact of new laws
and regulations or changes in consumer or business behavior.
Furthermore, climate change may present additional physical risks to our operations and lead to an increased
frequency of unusual or extreme weather conditions, which could disrupt our supply chain or harm or disrupt our
operations or those of our customers or suppliers.
Risks Related to Our Indebtedness
The terms of our credit facilities and senior notes impose operating and financial restrictions on us, which may limit our
ability to respond to changing business and economic conditions.
We currently have credit facilities and outstanding senior notes. For a description of these facilities and senior
notes, please see Note 10, “Debt” in the Notes to Consolidated Financial Statements. We are subject to various operating
and financial covenants under the credit facilities and senior notes which restrict our ability to, among other things, incur
additional indebtedness, make particular types of investments, incur certain types of liens, engage in fundamental corporate
changes, enter into transactions with affiliates or make substantial asset sales. Any failure to comply with these covenants
may constitute a breach under the credit facilities and senior notes, which could result in the acceleration of all or a
substantial portion of any outstanding indebtedness and the termination of revolving credit commitments. Additionally, as
interest rates rise, there may be fewer alternatives to our existing credit facilities for raising additional capital or such
alternatives may be more expensive.
Our inability to maintain our committed and uncommitted credit facilities could materially adversely affect our liquidity
and our business.
Our ability to manage our business and execute our business strategy is dependent, in part, on the continued
availability of financing. With respect to committed facilities, lenders may decline to renew or extend credit facilities, or
they may require stricter terms and conditions with respect to future facilities, and we may not find these terms and
conditions acceptable. With respect to uncommitted facilities, lenders may cease making loans or demand payment of
outstanding loans, which may overly restrict our ability to conduct our business successfully and adversely impact our
liquidity and financial position.
17
Risks Related to the Reclassification
The Reclassification may not achieve the desired benefits for us or our shareholders.
The long-term impacts of the Reclassification are still unknown, and the Reclassification may not result in an
increase in shareholder value or improve the liquidity and marketability of our equity. If the Reclassification is not viewed
favorably by members of the investment community, it may impair the value of our Class A Common Stock and limit its
liquidity and marketability. Furthermore, securities markets worldwide have experienced significant price and volume
fluctuations in recent years. This market volatility, as well as general economic, market or political conditions, could cause
a reduction in the market price and liquidity of shares of our Class A Common Stock.
Our principal shareholders own a significant amount of our voting stock and have rights to nominate directors to our
Board of Directors, and their interests may differ from those of our other shareholders.
So long as the Jacobson / Gershwind Family Shareholders (as defined below), collectively, have beneficial or
record ownership of at least 10% of the issued and outstanding shares of Class A Common Stock, our Board of Directors
will, subject to the procedures and limitations set forth in the Reclassification Agreement (as defined below), nominate two
individuals designated by the Jacobson / Gershwind Family Shareholders for election to the Board of Directors at any
annual meeting of our shareholders at which directors are to be elected. So long as the Jacobson / Gershwind Family
Shareholders, collectively, have beneficial or record ownership of less than 10% but 5% or more of the issued and
outstanding shares of Class A Common Stock, our Board of Directors will, subject to the procedures and limitations set
forth in the Reclassification Agreement, nominate one individual designated by the Jacobson / Gershwind Family
Shareholders for election to the Board of Directors at any annual meeting of our shareholders at which directors are to be
elected.
The amount of Class A Common Stock currently held by the Jacobson / Gershwind Family Shareholders, together
with the foregoing director nomination rights, provide the Jacobson / Gershwind Family Shareholders with significant
continued influence over our decisions. The interests of the Jacobson / Gershwind Family Shareholders with respect to
matters potentially or actually involving or affecting us and our other shareholders, such as future acquisitions, financings
and other corporate opportunities and attempts to acquire us, may differ from, or conflict with, the interests of our other
shareholders.
Risks Related to Information Technology
Maintaining our IT systems and complying with data privacy laws may incur significant, recurring costs.
We believe that our IT systems are an integral part of our business and growth strategies. In particular, the
COVID-19 pandemic caused us to modify our business practices, including requiring many of our office-based associates
to work from home. As a result, we are dependent upon our IT systems to operate our business and our ability to effectively
manage our business depends on the security, reliability and adequacy of our IT systems. We also depend upon our IT
systems to help process orders, to manage inventory and accounts receivable collections, to manage financial reporting, to
purchase, sell and ship products efficiently and on a timely basis, to maintain cost-effective operations, to operate our
websites and to help provide superior service to our customers. We have made and continue to make investments in
technology to protect our systems, computers, software, data and networks from attacks, damage or unauthorized access.
We also have implemented numerous security protocols in order to strengthen security, and we maintain a customary cyber
insurance policy, but there can be no assurance that breaches will not occur in the future or be covered by our insurance
policy. The costs of maintaining adequate cybersecurity safeguards for our IT systems may be significant and recurring as
technology progresses.
In addition to incurring continual costs to maintain cybersecurity, we also incur significant, recurring costs to
comply with data privacy laws. Regulatory authorities have increased their focus on how companies collect, process, use,
store, share and transmit personal data. New privacy security laws and regulations, including the United Kingdom’s Data
Protection Act 2018 (DPA), the European Union General Data Protection Regulation 2016 (GDPR) that became effective
May 2018, the California Consumer Protection Act that became effective on January 1, 2020, and other similar state
privacy laws, pose increasingly complex compliance challenges, which may increase compliance costs, and any failure to
comply with data privacy laws and regulations could result in significant penalties.
18
Disruptions or breaches of our IT systems, or violations of data privacy laws, could adversely affect us.
Our IT systems may be vulnerable to damage or disruption caused by circumstances beyond our control or
anticipation, such as catastrophic events, power outages, natural disasters, computer system or network failures, computer
viruses, and physical or electronic break-ins. In addition, our IT systems may be vulnerable to cyber-attacks, including the
use of malicious codes, worms, phishing, spyware, denial of service attacks and ransomware, all of which are rapidly
evolving and becoming increasingly sophisticated. Despite our efforts to ensure the integrity of our IT systems, as cyber-
attacks evolve and become more difficult to detect and successfully defend against, one or more cyber-attacks might defeat
the measures that we take to anticipate, detect, avoid or mitigate these threats. These cyber-attacks and any unauthorized
access or disclosure of our customers’ information could compromise and expose sensitive information and damage our
reputation. Cyber-attacks could also cause us to incur significant remediation costs, including the possibility of government
fines, disrupt our operations and divert management attention and key IT resources.
Any material cyber-attack or failure of our IT systems to perform as we anticipate could disrupt our business and
operations, result in transaction errors, the loss of data, processing inefficiencies, downtime, litigation, government
investigation or fines, substantial remediation costs (including potential liability for stolen assets or information and the
costs of repairing system damage), and the loss of sales and customers, and damage our reputation. In addition, changes to
our IT systems could disrupt our business operations. Any one or more of these consequences could have a material
adverse effect on our business, financial condition and results of operations. Additionally, our suppliers and customers also
rely upon IT systems to operate their respective businesses. If any of them experience a cyber-attack or other cyber
incident, this could adversely impact their operations, which may in turn impact or adversely affect our operations.
General Risk Factors
Our success is dependent on certain key management personnel.
Our success depends largely on the efforts and abilities of certain key members of our senior management. The
loss or disruption of the services of one or more of such key personnel could have a material adverse effect on our business
and financial results. We do not maintain any key-man insurance policies with respect to any of our executive officers.
We are subject to litigation risk due to the nature of our business, which may have a material adverse effect on our
business.
From time to time, we are involved in lawsuits or other legal proceedings that arise from business transactions or
the operation of our business. Due to the nature of our business, these proceedings may, for example, relate to product
liability claims, commercial disputes or employment matters. In addition, we could face claims over other matters, such as
claims arising from our status as a government contractor, intellectual property matters, or corporate or securities law
matters. The defense and ultimate outcome of lawsuits or other legal proceedings may result in higher operating expenses,
which could have a material adverse effect on our business, financial condition or results of operations.
We may encounter difficulties with acquisitions and other strategic transactions which could harm our business.
We have completed several acquisitions and we expect to continue to pursue acquisitions and other strategic
transactions, such as joint ventures, 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.
Acquisitions and other strategic transactions present numerous risks and challenges, which could harm our
business, including:
•
•
•
•
•
•
•
the diversion of management’s attention from the normal operation of our business;
the potential loss of key associates and customers of the acquired companies;
difficulties managing and integrating operations in geographically dispersed locations;
the potential for deficiencies in internal controls at the acquired companies;
increases in our expenses and working capital requirements, which reduce our return on invested capital;
the lack of experience operating in the geographic market or industry sector of the acquired companies; and
the exposure to unanticipated liabilities of the acquired companies.
To integrate acquired businesses, we must implement our management information systems, operating systems
and internal controls, and assimilate and manage the personnel of the acquired operations. The difficulties of this
19
integration may be further complicated by geographic distances. The integration of acquired businesses may not be
successful and could result in disruption to other parts of our business.
We are subject to environmental, health and safety laws and regulations.
We are subject to federal, state, local, foreign and provincial environmental, health and safety laws and
regulations. Fines and penalties may be imposed for non-compliance with applicable environmental, health and safety
requirements and the failure to have or to comply with the terms and conditions of required permits. The failure by us to
comply with applicable environmental, health and safety requirements could result in fines, penalties, enforcement actions,
third-party claims for property damage and personal injury, requirements to clean up property or to pay for the costs of
cleanup, or regulatory or judicial orders requiring corrective measures, which could have a material adverse effect on our
business, financial condition or results of operations. Additionally, such actions could negatively impact our reputation in
the impacted geographic market and more broadly.
Social and environmental responsibility policies and provisions may be difficult to comply with and may impose costs on
us.
There is an increasing focus on corporate social and environmental responsibility in our industry. An increasing
number of our customers have adopted, or may adopt, procurement policies that include social and environmental
responsibility provisions that their suppliers should comply with, or they may seek to include such provisions in their
procurement terms and conditions. This corporate social and environmental responsibility influence is expanding to other
stakeholders such as investors, suppliers, associates and communities. We currently voluntarily comply with the
sustainability standards set forth by various sustainability initiatives and organizations. These social and environmental
responsibility practices, policies, provisions and initiatives are subject to change, can be unpredictable, and may be difficult
and expensive for us to comply with. In addition, the failure by us to take action or otherwise comply with the policies of
our customers may negatively impact our customer relationships or reputation, which may adversely impact our business
and results of operations.
Our Third Amended and Restated By-Laws contain choice-of-forum provisions for certain claims against us, which could
increase the costs of bringing a claim or limit the ability of a shareholder to bring a claim in a judicial forum viewed by a
shareholder as favorable.
Our Third Amended and Restated By-Laws provide that, unless we consent in writing to the selection of an
alternative forum, the New York Supreme Court in the State of New York (or, if such court does not have subject matter
jurisdiction thereof, the United States District Court for the Southern District of New York or, if such court also does not
have subject matter jurisdiction thereof, such other federal district court or state courts located within the State of New
York) will, to the fullest extent permitted by law, be the sole and exclusive forum for certain claims. The foregoing
provisions will not apply to claims or causes of action brought to enforce a duty or liability created by the Securities Act of
1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any
other claim under federal securities laws (other than derivative actions brought to enforce any duty or liability created by
the Exchange Act) for which the federal courts have exclusive federal or concurrent state and federal jurisdiction. In
addition, the Third Amended and Restated By-Laws provide that, unless we consent in writing to the selection of an
alternative forum, the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and
exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.
These choice-of-forum provisions may increase costs for a shareholder pursuing any such claim or limit a
shareholder’s ability to bring a claim in a judicial forum that such shareholder finds favorable for disputes with us or any of
our directors, officers or other employees, which may discourage such lawsuits even though an action, if successful, might
benefit our shareholders. In addition, the courts designated under these choice-of-forum provisions may reach different
judgments or results than would other courts, including courts where a shareholder would otherwise choose to bring the
action, and such judgments or results may be more favorable to us than to our shareholders. If a court were to find these
choice-of-forum provisions inapplicable or unenforceable in an action, we may incur additional costs associated with
resolving such action in other jurisdictions, which could adversely affect our business, liquidity, financial condition and/or
results of operations.
20
Our common stock price may be volatile.
We believe factors such as fluctuations in our operating results or the operating results of our competitors, changes
in economic conditions in the market sectors in which our customers operate, notably the durable and non-durable goods
manufacturing industry, which accounts for a substantial portion of our revenues, and changes in general market
conditions, including as a result of inflation, rising interest rates and geopolitical events, could cause the market price of
our Class A Common Stock to fluctuate substantially.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
We have customer fulfillment centers in or near the following locations:
Location
Harrisburg, Pennsylvania
Atlanta, Georgia
Elkhart, Indiana
Columbus, Ohio
Reno, Nevada
Hanover Park, Illinois
Approx.
Sq. Ft.
821,000
721,000
545,000
468,000
419,000
288,000
Operational
Date
1997
1990
1996
2014
1999
2003
Leased/
Owned
Owned
Owned
Owned
Owned
Owned
Leased
We maintain 38 warehouses, of which 36 are located in North America and two are located in Europe. This count
includes locations which were previously referred to as either branches or customer fulfillment centers. Of these locations,
two are new to MSC as a result of the acquisition of Buckeye and Tru-Edge during fiscal year 2023. Our warehouses range
in size from approximately 1,000 to 110,000 square feet. We also maintain four manufacturing locations, two of which
were acquired as part of the Buckeye and Tru-Edge acquisition during fiscal year 2023. These manufacturing locations
range in size from approximately 2,000 to 23,000 square feet. We also maintain 10 regional inventory centers, all of which
are located in the United States, which vary in size from approximately 7,000 to 58,000 square feet. Most of these
warehouses, regional inventory centers and manufacturing locations are leased. These leases are for varying periods, with
the longest extending to fiscal year 2031. The aggregate annual lease payments on the leased customer fulfillment centers,
warehouses, regional inventory centers and manufacturing locations in fiscal year 2023 were approximately $12.3 million.
ITEM 3. LEGAL PROCEEDINGS.
For information related to legal proceedings, see the discussion under the caption “Legal Proceedings” in Note 16,
“Commitments and Contingencies” in the Notes to Consolidated Financial Statements.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
21
PART II.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
MSC’s Class A Common Stock is traded on the NYSE under the symbol “MSM.”
In 2003, our Board of Directors instituted a policy of paying regular quarterly cash dividends to our shareholders.
The Company paid aggregate annual regular cash dividends of $3.16 per share in fiscal year 2023 and $3.00 per share in
fiscal year 2022. The Company expects its practice of paying quarterly cash dividends on its common stock will continue,
although the payment of future dividends is at the discretion of the Company’s Board of Directors and will depend upon
the Company’s earnings, capital requirements, financial condition and other factors.
On October 11, 2023, the Company’s Board of Directors declared a regular cash dividend of $0.83 per share,
payable on November 28, 2023 to shareholders of record at the close of business on November 14, 2023. The dividend is
expected to result in aggregate payments of $47.5 million, based on the number of shares outstanding at October 6, 2023.
The approximate number of holders of record of MSC’s Class A Common Stock as of October 6, 2023 was 546.
Purchases of Equity Securities
The following table sets forth repurchases by the Company of its outstanding shares of Class A Common Stock,
which are listed on the NYSE, during the quarter ended September 2, 2023:
Period
6/4/2023-7/4/2023
7/5/2023-8/3/2023
8/4/2023-9/2/2023
Total
____________________
Total Number of
Shares
Purchased (1)
Average Price
Paid Per Share (2)
95.51
96.00
100.81
2,214 $
129,596 $
516,236 $
648,046
Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
Maximum
Number of
Shares that May
Yet Be Purchased
Under the
Plans or
Programs (3)
—
129,500
515,756
645,256
4,369,279
4,239,779
3,724,023
(1) During the quarter ended September 2, 2023, 2,790 shares of our Class A Common Stock were withheld by the Company as payment to satisfy our
associates’ tax withholding liability associated with our share-based compensation program and are included in the total number of shares purchased.
(2) Activity is reported on a trade date basis.
(3) On June 29, 2021, the Company’s Board of Directors terminated the MSC Stock Repurchase Plan, which was established during fiscal year 1999, and
authorized a new share repurchase program (the “Share Repurchase Program”) to purchase up to 5,000,000 shares of the Company’s Class A Common
Stock. There is no expiration date for the Share Repurchase Program. As of September 2, 2023, the maximum number of shares of the Company’s
Class A Common Stock that may yet be repurchased under the Share Repurchase Program was 3,724,023 shares.
Performance Graph
The following stock price performance graph and accompanying information is not deemed to be “soliciting
material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any filings under the
Securities Act or the Exchange Act or be subject to the liabilities of Section 18 of the Exchange Act, regardless of any
general incorporation language in any such filing.
The following graph compares the cumulative total return on an investment in our Class A Common Stock with
the cumulative total return on an investment in each of the S&P Midcap 400 Index and the Dow Jones US Industrial
Supplier Index.
The graph assumes that $100 was invested at the closing price of our Class A Common Stock on the NYSE and
each index on September 1, 2018 and assumes that all dividends paid on such securities during the applicable fiscal years
22
were reinvested. Indices are calculated on a month-end basis. The comparisons in this table are based on historical data and
are not intended to forecast or to be indicative of the possible future performance of our Class A Common Stock.
Cumulative Total Shareholder Return
for the Period from September 1, 2018 through September 2, 2023
*$100 invested on 9/1/2018 in stock or index, including reinvestment of dividends
9/1/2018
8/31/2019
8/29/2020
8/28/2021
9/3/2022
9/2/2023
MSC Industrial Direct Co., Inc.
S&P Midcap 400 Index
Dow Jones US Industrial Supplier Index
100.00
100.00
100.00
81.78
93.57
86.23
90.16
98.52
120.05
124.63
141.86
147.62
119.03
124.58
145.84
159.78
141.38
185.72
ITEM 6. [RESERVED]
23
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
Overview
MSC is a leading North American distributor of a broad range of metalworking and MRO products and services.
We help our customers drive greater productivity, profitability and growth with approximately 2.4 million products,
inventory management and other supply chain solutions, and deep expertise from more than 80 years of working with
customers across industries. We continue to implement our strategies to gain market share, generate new customers,
increase sales to existing customers, and diversify our customer base.
Our experienced team of more than 7,000 associates works with our customers to help drive results for their
businesses, from keeping operations running efficiently today to continuously rethinking, retooling and optimizing for a
more productive tomorrow. We offer approximately 2.4 million active, saleable SKUs through our catalogs; our brochures;
our E-commerce channels, including 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, 38 warehouses and four manufacturing locations. 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.
Our business model focuses on providing overall procurement cost reduction and just-in-time delivery to meet our
customers’ needs. 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-savings strategies and increased leverage from our existing infrastructure, and continue to provide
additional procurement cost-savings solutions to our customers through technology such as our VMI, CMI and vending
programs. Our field sales and service associate headcount was 2,572 at September 2, 2023 compared to 2,536 at
September 3, 2022 and 2,398 at August 28, 2021.
The chart below displays a two-year comparison of our net sales from fiscal year 2022 through fiscal year 2023:
(1) Pricing and other is comprised of changes in customer and product mix, discounting and other items.
(2) Fiscal years 2023 and 2022 had 252 and 258 sales days, respectively.
24
Highlights
Highlights during fiscal year 2023 include the following:
• We generated $699.6 million of cash from operations compared to $246.2 million in fiscal year 2022. The
increase was primarily from the $300.0 million Receivables Purchase Agreement (the “RPA”) entered into
during fiscal year 2023.
• We had net payments of $340.0 million on our credit facilities, private placement debt and shelf facility
agreements compared to net borrowings of $9.5 million in fiscal year 2022. Proceeds from the RPA were
primarily utilized to pay down debt on our credit facilities.
• We repurchased $95.8 million of MSC’s Class A Common Stock, par value $0.001 per share (“Class A
Common Stock”), compared to $27.4 million in fiscal year 2022.
• We paid out an aggregate $176.7 million in regular cash dividends, compared to an aggregate $167.4 million
•
in regular cash dividends in fiscal year 2022.
In January 2023, we acquired Buckeye and Tru-Edge for aggregate consideration of $22.4 million, which
includes cash paid of $20.5 million and the fair value of contingent consideration to be paid out of $2.3
million, net of a post-closing working capital adjustment in the amount of $0.4 million received from the
sellers.
• We incurred $7.9 million in restructuring and other costs compared to $15.8 million in fiscal year 2022.
Restructuring and other costs primarily consist of consulting-related costs and associate severance and
separation costs associated with the optimization of the Company’s operations and profitability improvement.
Recent Developments
Progress on Mission Critical
As previously disclosed, we initiated a Company-wide project, which we refer to as “Mission Critical,” to
accelerate market share capture and improve profitability over the period through fiscal year 2023. To realize growth, one
of our Mission Critical initiatives, we began and expect to continue investing in our market-leading metalworking business
by adding to our metalworking specialist team, introducing value-added services to our customers, expanding our vending,
VMI and in-plant solutions programs, building out our sales force, and diversifying our customers and end-markets. We
also are focused on improving profitability through the implementation of various pricing strategies and critical structural
cost reductions in order to improve return on invested capital. We anticipate that the cost reductions will be comprised of
savings in the areas of sales and service, supply chain and general and administrative expenses, and include initiatives to
optimize our distribution center network and real estate footprint, renegotiate supplier contracts, and redesign our talent
acquisition and retention approach. While Mission Critical was tied to three-year financial targets ending in fiscal year
2023, the key focus areas of Mission Critical, including profitable growth, an improved operating model, and technological
improvement, remain critical and ever-evolving initiatives at the Company. Maintaining a continuous improvement
mindset remains a key tenet of our strategy going forward.
Impact of Economic Trends
The United States economy has experienced and continues to experience disruptions in the supply of certain
products and services and tight conditions in the labor market. These disruptions and conditions have contributed to an
inflationary environment which, while falling, remains elevated and has affected the price and, at times, the availability of
certain products and services necessary for the Company’s operations, including fuel, labor and certain products the
Company sells or the inputs for such products. Such disruptions and conditions have impacted, and may continue to impact
in the future, the Company’s business, financial condition and results of operations.
As a result of recent high inflation and periodic supply chain disruptions, the Company continues to implement
price realization strategies in response to increased costs the Company faces and has invested in improved warehouse
automation to mitigate the effects of labor inflation. The category line review process initiated in the second quarter of
fiscal year 2023 continues to progress and shows early signs of improvements in supply chain efficiency, customer
experience and supplier engagement. Furthermore, in light of disruptions to availability and increased or uncertain shipping
times, the Company is maintaining higher purchasing levels than it did prior to its fiscal year 2020 in order to ensure
sufficient inventory supply to meet customer demand.
25
Reclassification
On January 31, 2023, the Board of Directors of the Company (the “Board”) received a proposal (the “Proposal”)
from the Company’s controlling shareholders, the Jacobson / Gershwind family, to exchange each of their shares of Class B
Common Stock, par value $0.001 per share (“Class B Common Stock” and, together with Class A Common Stock,
“Common Stock”), for shares of Class A Common Stock, reclassify the Class B Common Stock and the Class A Common
Stock into a single class of common stock and eliminate the current dual-class share structure (the “Reclassification”). The
Board formed a Special Committee composed entirely of independent and disinterested directors to evaluate the Proposal,
which was advised by independent financial and legal advisors.
On June 21, 2023, the Company announced that it had reached an agreement with the Jacobson / Gershwind
family with respect to the Reclassification, in support of which, the Company entered into a 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”).
In October 2023, we completed the Reclassification as contemplated by the Reclassification Agreement. Pursuant
to the Reclassification, each share of Class B Common Stock issued and outstanding immediately prior to the time that the
Company’s Amended and Restated Certificate of Incorporation was duly filed with the Secretary of State of the State of
New York 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 pursuant to the Registration
Statement on Form S‐4.
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 two individuals 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 to designate 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;
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; and
the transition to a “majority of the votes cast” standard for any election of directors that is not a contested
election.
Acquisition of Buckeye and Tru-Edge
In January 2023, the Company acquired certain assets and assumed certain liabilities of Buckeye, an Ohio-based
metalworking distributor, and Tru-Edge, an Ohio-based custom tool manufacturer. Buckeye primarily serves the
metalworking needs of large manufacturers. MSC Industrial plans to build on Buckeye’s technical, high-touch relationships
and value-added services by offering customers access to its extensive product portfolio to support customers’ full
metalworking and MRO needs. Tru-Edge brings new capabilities to MSC Industrial, including the design and manufacture
of parts from scratch with a strong focus in the automotive and medical markets. The Company expects to drive revenue
growth in its existing Midwest manufacturing customer base by leveraging the services provided by Tru-Edge. The
Company believes the technical expertise and value-added services provided by Tru-Edge will support its effort to drive
cost savings for its customers.
26
Our Strategy
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. 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
We utilize various indices when evaluating the level of our business activity, including the Industrial Production
(“IP”) Index. Approximately 66% and 68% of our revenues came from sales in the manufacturing sector during the quarter
and year ended September 2, 2023, 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 September 2, 2023 and the average for the three- and 12-month periods ended
September 2, 2023 were as follows:
Period
June
July
August
Fiscal Year 2023 Q4 Average
12-month average
IP Index
102.3
103.3
103.3
103.0
102.8
The average IP Index for the 12 months ended September 2, 2023 of 102.8 increased from the adjusted average
from the prior fiscal year of 101.8, which indicated growth in manufacturing during fiscal year 2023. Favorable conditions
exist in certain end markets and volume remains stable. Despite improvements in certain areas, economic uncertainty
remains driven by higher interest rates and continued elevated levels of inflation. Recently, the United States economy has
experienced supply chain disruptions and significant levels of inflation. The Company has implemented price realization
strategies in response to increased costs the Company faces. As we see 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. See “Impact of Economic Trends” above.
27
Results of Operations
Fiscal Year Ended September 2, 2023 Compared to the Fiscal Year Ended September 3, 2022
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:
Fiscal Years Ended
September 2, 2023
(52 weeks)
September 3, 2022
(53 weeks)
Change
$
$ 4,009,282
2,366,317
1,642,965
1,151,295
7,937
—
483,733
(27,577)
$
%
100.0 % $ 3,691,893
59.0 % 2,133,645
41.0 % 1,558,248
28.7 % 1,083,862
15,805
0.2 %
(10,132)
— %
468,713
12.1 %
(17,581)
(0.7) %
$
%
100.0 % $ 317,389
57.8 % 232,672
84,717
42.2 %
67,433
29.4 %
(7,868)
0.4 %
10,132
(0.3) %
15,020
12.7 %
(9,996)
(0.5) %
456,156
113,049
343,107
11.4 %
2.8 %
8.6 %
451,132
110,650
340,482
12.2 %
3.0 %
9.2 %
5,024
2,399
2,625
%
8.6 %
10.9 %
5.4 %
6.2 %
(49.8) %
N/A(1)
3.2 %
56.9 %
1.1 %
2.2 %
0.8 %
(126)
0.0 %
696
0.0 %
(822)
(118.1) %
$ 343,233
8.6 % $ 339,786
9.2 % $
3,447
1.0 %
Net sales
Cost of goods sold
Gross profit
Operating expenses
Restructuring and other costs
Gain on sale of property
Income from operations
Total other expense
Income before provision for income
taxes
Provision for income taxes
Net income
Less: Net (loss) income attributable to
noncontrolling interest
Net income attributable to MSC
Industrial
(1) N/A is Not Applicable.
Net Sales
Net sales increased 8.6%, or $317.4 million, from the prior fiscal year. The $317.4 million increase in net sales
was comprised of $160.5 million from improved pricing, inclusive of changes in customer and product mix, discounting
and other items, $136.0 million of higher sales volume and $113.5 million of net sales from recent acquisitions, partially
offset by $92.6 million in sales attributable to six fewer selling days during fiscal year 2023. Of the $317.4 million increase
in net sales during the fiscal year ended September 2, 2023, national account customer sales increased by $123.0 million,
sales to our public sector customers increased by $122.1 million and sales to our core and other customers increased by
$72.3 million.
28
The table below shows, among other things, the annual 2023 average daily sales (“ADS”) by total company and
by customer type compared to the same periods in the prior fiscal year:
ADS Percentage Change
(Unaudited)
Thirteen-
Week
Period
Ended
Fiscal Q1
Thirteen-
Week
Period
Ended
Fiscal Q2
Thirteen-
Week
Period
Ended
Fiscal Q3
Thirteen-
Week
Period
Ended
Fiscal Q4
Fiscal Year
Ended
$
957,745 $
961,632 $ 1,054,464 $ 1,035,441 $ 4,009,282
62
15.4 $
63
15.3 $
64
16.5 $
63
16.4 $
252
15.9
$
2023 Fiscal Period
Net Sales (in thousands)
Sales Days
ADS (1) (in millions)
Total Company ADS Percent Change (2)
12.9 %
11.5 %
11.7 %
9.3 %
11.2 %
Manufacturing Customers ADS Percent
Change (2)
Manufacturing Customers Percent of
Total Net Sales
Non-Manufacturing Customers ADS
Percent Change (2)
Non-Manufacturing Customers Percent
of Total Net Sales
7.5 %
68 %
19.7 %
32 %
(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 2022 fiscal period to the 2023 fiscal period.
We believe that our ability to transact business with our customers through various electronic portals and directly
through the MSC website 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 61.1% of consolidated net sales for fiscal year
2023, compared to 61.7% of consolidated net sales for fiscal year 2022. The decline was primarily attributable to large
sales to a public sector customer that did not transact through our E-commerce platforms.
Gross Profit
Gross profit increased 5.4% to $1,643.0 million in fiscal year 2023, as compared to $1,558.2 million in fiscal year
2022. Gross profit margin was 41.0% in fiscal year 2023, as compared to 42.2% in fiscal year 2022. The increase in gross
profit was primarily a result of a higher sales level as described above and gross profits from our recent acquisitions. The
decrease in gross profit margin was primarily attributable to large sales to a public sector customer during the third and
fourth quarters of fiscal year 2023 which were transacted below our typical public sector customer margins, as well as
unfavorable customer mix as sales to our national account and public sector customers are growing at higher rates and are
typically at lower gross margins than the business as a whole.
Operating Expenses
Operating expenses increased 6.2% to $1,151.3 million in fiscal year 2023, as compared to $1,083.9 million in
fiscal year 2022. Operating expenses were 28.7% of fiscal year 2023 net sales, as compared to 29.4% for fiscal year 2022.
The increase in operating expenses was primarily attributable to an increase in payroll and payroll-related costs and
increased professional fees associated with the Reclassification. The decline in operating expenses as a percentage of net
29
sales was related to our cost savings programs and productivity improvements resulting from our Mission Critical
initiatives.
Payroll and payroll-related costs were approximately 56.1% of total operating expenses for fiscal year 2023, as
compared to approximately 57.5% for fiscal year 2022. Payroll and payroll-related costs, which include salary, incentive
compensation, sales commission, and fringe benefit costs, increased by $22.9 million for fiscal year 2023. The majority of
this increase compared to the prior fiscal year was due to increased salary expenses and fringe benefit costs, including
higher insurance-related healthcare reserves due to recent higher healthcare claims, partially offset by a lower incentive
compensation accrual.
Freight expense was $156.8 million for fiscal year 2023, as compared to $155.5 million for fiscal year 2022. The
primary drivers of the increase in freight expense were increased sales volume and higher fuel-related charges. Fuel-related
surcharges began to taper off during the second half of fiscal year 2023.
Depreciation and amortization was $74.7 million for fiscal year 2023, as compared to $69.9 million for fiscal year
2022. The primary drivers of the increase in depreciation and amortization were increased capital expenditures related to
vending programs and Mission Critical projects.
Professional fee expense was $47.9 million for fiscal year 2023, as compared to $30.3 million for fiscal year 2022.
The primary driver of the increase in professional fee expense was fees and other expenses associated with the
Reclassification, which included legal and advisory fees, printing and mailing expenses for the associated proxy statement /
prospectus, Reimbursable Expenses (as defined in the Reclassification Agreement), and filing and other fees paid to the
SEC. See “Reclassification” above for additional information.
Restructuring and Other Costs
We incurred $7.9 million in restructuring and other costs for fiscal year 2023, as compared to $15.8 million for the
prior fiscal year. Restructuring and other costs primarily consist of consulting-related costs and associate severance and
separation costs associated with the optimization of the Company’s operations and profitability improvement. See Note 14,
“Restructuring and Other Costs” in the Notes to Consolidated Financial Statements for additional information.
Gain on Sale of Property
During fiscal year 2021, the Company entered into a Purchase and Sale Agreement to sell its 170,000-square foot
Long Island Customer Service Center in Melville, New York. During fiscal year 2022, the Company disposed of the
building with a sale price of $25.5 million, which resulted in a gain on sale of property of $10.1 million after the settlement
of certain closing costs and fees, which is included in the Consolidated Statement of Income for the fiscal year ended
September 3, 2022.
Income from Operations
Income from operations increased 3.2% to $483.7 million in fiscal year 2023, as compared to $468.7 million in
fiscal year 2022. Income from operations as a percentage of net sales decreased to 12.1% in fiscal year 2023, as compared
to 12.7% in fiscal year 2022. The decrease in income from operations as a percentage of net sales was primarily
attributable to a lower gross profit margin and the impact of six fewer selling days during fiscal year 2023, both as
described above, partially offset by an improvement in operating expenses as a percentage of net sales from the prior fiscal
year and the prior fiscal year gain on sale of property which did not recur during fiscal year 2023.
Total Other Expense
Total other expense increased 56.9%, or $10.0 million, to $27.6 million for fiscal year 2023, as compared to $17.6
million for the prior fiscal year. The increase was primarily due to higher interest rates on our credit facilities and fees
incurred associated with the RPA, partially offset by the recognition of $6.6 million of Employee Retention Credit funds.
See Note 8, “Income Taxes” in the Notes to Consolidated Financial Statements for further information.
Provision for Income Taxes
Our effective tax rate for fiscal year 2023 was 24.8%, as compared to 24.5% for fiscal year 2022. See Note 8,
“Income Taxes” in the Notes to Consolidated Financial Statements for further information.
30
Net Income
The factors which affected net income for fiscal year 2023, as compared to the prior fiscal year, have been
discussed above.
Liquidity and Capital Resources
Total debt
Less: Cash and cash equivalents
Net debt
Equity
September 2,
2023
September 3,
2022
(In thousands)
$ Change
$
$
$
454,326 $
50,052
404,274 $
1,492,582 $
794,592 $
43,537
751,055 $
1,362,283 $
(340,266)
6,515
(346,781)
130,299
As of September 2, 2023, we had $50.1 million in cash and cash equivalents, substantially all with well-known
financial institutions. Historically, our primary financing needs have been to fund our working capital requirements
necessitated by our sales growth and the costs of acquisitions, new products, new facilities, facility expansions, investments
in vending solutions, technology investments, and productivity investments. Cash generated from operations, together with
borrowings under our credit facilities and net proceeds from the private placement notes, have been used to fund these
needs, to repurchase shares of Class A Common Stock from time to time, and to pay dividends to our shareholders.
As of September 2, 2023, total borrowings outstanding, representing amounts due under our credit facilities and
notes, as well as all finance leases and financing arrangements, were $454.3 million, net of unamortized debt issuance costs
of $1.0 million, as compared to total borrowings outstanding of $794.6 million, net of unamortized debt issuance costs of
$1.4 million, as of September 3, 2022. The decrease in total borrowings outstanding was driven by higher net payments
under our credit facilities, private placement notes and shelf facility agreements. Debt payments were primarily funded
through the RPA entered into during fiscal year 2023. See Note 10, “Debt” in the Notes to Consolidated Financial
Statements for more information about these balances.
We believe, based on our current business plan, that our existing cash, financial resources and cash flow from
operations will be sufficient to fund anticipated capital expenditures and operating cash requirements for at least the next
12 months. We will continue to evaluate our financial position in light of future developments, particularly those relating to
changes in macroeconomic conditions, including variations in foreign currency exchange rates, commodity and energy
prices, labor and supply costs, inflation, and interest rates, and to take appropriate action as it is warranted.
The Reclassification required significant cash outlays during fiscal year 2023. We incurred $12.4 million of non-
recurring costs and expenses for fiscal year 2023 in connection with the Reclassification. Furthermore, we repurchased and
immediately retired 645,256 shares of Class A Common Stock for $64.4 million during the fourth quarter of fiscal year
2023. We expect to continue repurchasing shares throughout fiscal year 2024, while considering market volatility and our
liquidity and financial position.
31
The table below summarizes information regarding the Company’s cash flows for the periods indicated:
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Effect of foreign exchange rate changes on cash and cash equivalents
Net increase in cash and cash equivalents
Operating Activities
Fiscal Years Ended
September 2,
2023
September 3,
2022
(In thousands)
699,582 $
(112,675)
(580,400)
8
6,515 $
246,183
(94,493)
(148,140)
(549)
3,001
$
$
Net cash provided by operating activities for fiscal years 2023 and 2022 was $699.6 million and $246.2 million,
respectively. The increase was primarily due to the following:
•
•
a decrease in the change in accounts receivable primarily attributable to the RPA entered into during fiscal
year 2023, which resulted in a decline in accounts receivable of $300.0 million; and
a smaller increase in the change in inventories as compared to the prior fiscal year.
The table below summarizes certain information regarding the Company’s operations:
Fiscal Years Ended
September 2,
2023
September 3,
2022
Working Capital (1)
Current Ratio (2)
Days’ Sales Outstanding (3)
Inventory Turnover (4)
$
(Dollars in thousands)
668,077 $
2.0
817,679
2.1
65.3
3.2
36.5
3.2
(1) Working Capital is calculated as current assets less current liabilities.
(2) Current Ratio is calculated by dividing total current assets by total current liabilities.
(3) Days’ Sales Outstanding is calculated by dividing accounts receivable by net sales, using trailing two months sales data.
(4) Inventory Turnover is calculated by dividing total cost of goods sold by inventory, using a 13-month trailing average inventory.
Working capital and the current ratio both decreased compared to September 3, 2022. The decreases were
primarily due to a decrease in accounts receivable resulting from the RPA entered into during fiscal year 2023. The RPA
reduced the accounts receivable balance by $300.0 million.
The decrease in days’ sales outstanding as of September 2, 2023, as compared to September 3, 2022, was
primarily due to the RPA entered into during fiscal year 2023.
Inventory turnover as of September 2, 2023 remained consistent with September 3, 2022.
Investing Activities
Net cash used in investing activities for fiscal years 2023 and 2022 was $112.7 million and $94.5 million,
respectively. The use of cash for both fiscal years was primarily due to expenditures for property, plant and equipment
mainly related to vending programs and Mission Critical projects. The use of cash for fiscal years 2023 and 2022 also
included cash outflows due to acquisitions, Buckeye and Tru-Edge in fiscal year 2023 and Engman-Taylor Company, Inc.
32
and Tower Fasteners in fiscal year 2022. In fiscal year 2022, investing outflows were partially offset by the net proceeds
received from the sale of the Company’s Long Island Customer Service Center.
Financing Activities
Net cash used in financing activities for fiscal years 2023 and 2022 was $580.4 million and $148.1 million,
respectively.
The components contributing to the use of cash for fiscal year 2023 were primarily the following:
•
•
•
•
$176.7 million of regular cash dividends paid during fiscal year 2023 compared to $167.4 million of regular
cash dividends paid during fiscal year 2022;
net payments under our credit facilities, private placement debt and shelf facility agreements of $340.0
million during fiscal year 2023 compared to net borrowings of $9.5 million during fiscal year 2022;
$95.8 million in aggregate repurchases of Class A Common Stock during fiscal year 2023 compared to $27.4
million in aggregate repurchases of Class A Common Stock during fiscal year 2022; and
proceeds from the exercise of Class A Common Stock options of $28.7 million during fiscal year 2023
compared to $34.7 million during fiscal year 2022.
Debt
Credit Facilities
In April 2017, the Company entered into a $600.0 million revolving credit facility, which was subsequently
amended and extended in August 2021. As of September 2, 2023, the Company also had three uncommitted credit
facilities, totaling $203.0 million of aggregate maximum uncommitted availability. See Note 10, “Debt” in the Notes to
Consolidated Financial Statements for more information about our credit facilities. As of September 2, 2023, we were in
compliance with the operating and financial covenants of our credit facilities.
Subsequent to fiscal year 2023, the Company made additional payments of $15.0 million through October 6, 2023
on its revolving credit facility. The current unused balance of $559.7 million from the revolving credit facility, which is
reduced by outstanding letters of credit, is available for working capital purposes if necessary. See Note 10, “Debt” in the
Notes to Consolidated Financial Statements for more information about these balances.
Private Placement Debt and Shelf Facility Agreements
In July 2016, we completed the issuance and sale of unsecured senior notes. In January 2018, we entered into two
note purchase and private shelf facility agreements. In June 2018 and March 2020, we entered into additional note purchase
agreements. See Note 10, “Debt” in the Notes to Consolidated Financial Statements for more information about these
transactions. During fiscal year 2023, the Company paid $50.0 million to satisfy its obligation on the 3.04% Senior Notes,
due January 12, 2023 and $75.0 million to satisfy its obligation on the 2.65% Senior Notes, Series A, due July 28, 2023.
Leases and Financing Arrangements
As of September 2, 2023, certain of our operations were conducted on leased premises. These leases are for
varying periods, with the longest extending to fiscal year 2031. In addition, we are obligated under certain equipment and
automobile operating and finance leases, which expire on varying dates through fiscal year 2029.
From time to time, we enter into financing arrangements with vendors to purchase certain information technology
equipment or software.
Capital Expenditures
We continue to invest in sales productivity initiatives, E-commerce and vending platforms, customer fulfillment
centers and distribution network, and other infrastructure and technology.
33
Future Liquidity Outlook
As of September 2, 2023, our future contractual obligations were as follows (in thousands):
Contractual Obligations
Undiscounted operating lease obligations (1)
Undiscounted finance lease obligations, net of interest (2)
Maturities of long-term debt obligations, net of interest (3)
Estimated interest on long-term debt (4)
Total contractual obligations
Fiscal Year 2024
$
23,422 $
275
50,000
9,638
83,335 $
Thereafter
49,529
237
224,750
18,659
293,175
$
(1) Certain of our operations are conducted on leased premises. These leases (most of which require us to provide for the payment of real estate taxes, insurance and other operating costs) are for varying
periods, with the longest extending to fiscal year 2031. In addition, we are obligated under certain equipment and automobile operating leases, which expire on varying dates through fiscal year 2029.
See Note 11, “Leases” in the Notes to Consolidated Financial Statements for additional information on our operating lease arrangements.
(2) As of September 2, 2023, the Company had entered into various finance leases for certain IT equipment, which expire on varying dates through fiscal year 2026. See Note 11, “Leases” in the Notes to
Consolidated Financial Statements for additional information on our finance lease arrangements.
(3) Excludes debt issuance costs.
(4) Interest payments for long-term debt are based on principal amounts and coupons or contractual rates at fiscal year-end.
As of September 2, 2023, the Company had recorded a non-current liability of $5.3 million for tax uncertainties
and interest. This amount is excluded from the table above, as the Company cannot make reliable estimates of these cash
flows by period. See Note 8, “Income Taxes” in the Notes to Consolidated Financial Statements.
We have not entered into any off-balance sheet arrangements and there are no commitments or obligations
(including, but not limited to, guarantees; retained or contingent interests in assets transferred; contractual arrangements
that support the credit, liquidity or market risk for transferred assets; or risk related to derivatives or other financial
products related to our equity securities), including contingent obligations, with unconsolidated entities or persons that had
during the periods presented herein or are reasonably likely to have a material impact on the Consolidated Financial
Statements.
Critical Accounting Estimates
We make estimates, judgments and assumptions in determining the amounts reported in the Consolidated
Financial Statements and accompanying Notes. Estimates are based on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances. The estimates are used to form the basis for
making judgments about the carrying values of assets and liabilities and the amount of revenues and expenses reported that
are not readily apparent from other sources. Actual results may differ from these estimates. Our significant accounting
policies are described in the Notes to Consolidated Financial Statements. The accounting policies described below are
impacted by our critical accounting estimates. More information on the critical accounting estimates can be found in Note
1, “Business and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements.
Allowance for Credit Losses
We perform periodic credit evaluations of our customers’ financial condition, and collateral is generally not
required. The Company considers several factors to estimate the allowance for credit losses in accounts receivable,
including the age of the receivables and the historical ratio of actual write-offs to the age of the receivables, and also
reflects the adopted accounting standard related to current expected credit losses. See Note 1, “Business and Summary of
Significant Accounting Policies” in the Notes to Consolidated Financial Statements for more information.
Inventories
Inventory is reflected at the lower of weighted-average cost or net realizable value considering future demand,
market conditions and the physical condition of the inventory. We write-down inventories for shrinkage and slow-moving
or obsolete inventory. The analysis includes inventory levels, sales information, historical write-down information, and the
on-hand quantities relative to the sales history for the product.
34
Goodwill and Other Indefinite-Lived Intangible Assets
The purchase price of an acquired company is allocated between the intangible assets and the net tangible assets
of the acquired business with the residual of the purchase price recorded as goodwill. The determination of the value of the
intangible assets acquired involves certain judgments and estimates. These judgments can include, but are not limited to,
the cash flows that an asset is expected to generate in the future and the appropriate weighted-average cost of capital. The
Company annually reviews goodwill at the reporting unit level and intangible assets that have indefinite lives for
impairment in its fiscal fourth quarter and when events or changes in circumstances indicate the carrying values of these
assets might exceed their current fair values.
Income Taxes
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that
have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are
determined based on the differences between the financial reporting and tax basis of assets and liabilities, using enacted tax
rates in effect for the year in which the differences are expected to reverse. The tax balances and income tax expense
recognized by the Company are based on management’s interpretations of the tax laws of multiple jurisdictions. Income tax
expense reflects the Company’s best estimates and assumptions regarding, among other items, the level of future taxable
income, interpretations of tax laws and uncertain tax positions.
Other
Other significant accounting policies, not involving the same level of measurement uncertainties as those
discussed above, are nevertheless important to an understanding of the financial statements. Policies such as revenue
recognition, depreciation, intangibles, long-lived assets and warranties require judgments on complex matters that are often
subject to multiple external sources of authoritative guidance such as the Financial Accounting Standards Board and the
SEC. Possible changes in estimates or assumptions associated with these policies are not expected to have a material effect
on the financial condition or results of operations of the Company. More information on these additional accounting
policies can be found in Note 1, “Business and Summary of Significant Accounting Policies” in the Notes to Consolidated
Financial Statements.
Recently Adopted Accounting Pronouncements
Refer to Note 1, “Business and Summary of Significant Accounting Policies” in the Notes to Consolidated
Financial Statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Interest Rate Risks
We are exposed to interest rate risk on our variable rate debt. During fiscal year 2023, the Company extended its
three uncommitted credit facilities. Additionally, the Company amended its committed credit facility during fiscal year
2023. See Note 10, “Debt” in the Notes to Consolidated Financial Statements for more information about the credit
facilities.
During fiscal years 2022 and 2023, we amended our committed and uncommitted credit facilities by replacing the
London InterBank Offered Rate (“LIBOR”) with the Secured Overnight Financing Rate (“SOFR”) as the primary reference
rate. As SOFR is a relatively new reference rate with a limited history, there may or may not be more volatility than other
reference rates such as LIBOR, which may result in increased borrowing costs for the Company. We will continue to
actively assess the related opportunities and risks involved in this transition.
Borrowings under our committed and uncommitted credit facilities are subject to fluctuations in the interest rate,
which have a corresponding effect on our interest expense. We are also exposed to interest rate risk arising from market
rate adjustments as they pertain to the RPA. Future sales of our finance receivables may be affected by changes in market
rates. A 100-basis point increase or decrease in interest rates would impact our interest costs and fees incurred associated
with the RPA by approximately $5.1 million under our current capital structure. We have monitored and will continue to
monitor our exposure to interest rate fluctuations.
35
In addition, our interest income is most sensitive to changes in the general level of interest rates. In this regard,
changes in interest rates affect the interest earned on our cash.
We do not currently use interest rate derivative instruments to manage exposure to interest rate changes.
Foreign Currency Risks
Approximately 95% of our sales are denominated in U.S. dollars and are primarily from customers in the United
States. As a result, currency fluctuations are currently not material to our operating results. To the extent that we engage in
more significant international sales in the future, an increase in the value of the U.S. dollar relative to foreign currencies
could make our products less competitive in international markets. We have monitored and will continue to monitor our
exposure to currency fluctuations.
36
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID:42)
CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 2, 2023 AND SEPTEMBER 3, 2022
CONSOLIDATED STATEMENTS OF INCOME FOR THE FISCAL YEARS ENDED SEPTEMBER 2,
2023, SEPTEMBER 3, 2022 AND AUGUST 28, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE FISCAL YEARS ENDED
SEPTEMBER 2, 2023, SEPTEMBER 3, 2022 AND AUGUST 28, 2021
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY FOR THE FISCAL YEARS ENDED
SEPTEMBER 2, 2023, SEPTEMBER 3, 2022 AND AUGUST 28, 2021
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE FISCAL YEARS ENDED SEPTEMBER 2,
2023, SEPTEMBER 3, 2022 AND AUGUST 28, 2021
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
38
40
41
42
43
44
46
37
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of MSC Industrial Direct Co., Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of MSC Industrial Direct Co., Inc. (the Company) as of
September 2, 2023 and September 3, 2022, the related consolidated statements of income, comprehensive income,
shareholders’ equity and cash flows for each of the three years in the period ended September 2, 2023, and the related notes
and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company at September 2, 2023 and September 3, 2022 and the results of its operations and its cash flows
for each of the three years in the period ended September 2, 2023, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of September 2, 2023, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) and our report dated October 25, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our
opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex
judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a
separate opinion on the critical audit matter or on the account or disclosure to which it relates.
38
Measurement of Inventory Valuation Reserves
Description of the Matter As of September 2, 2023, the Company’s net inventory balance was $726,521 thousand. As
more fully described in Note 1 to the consolidated financial statements, the valuation of
inventory requires management to make assumptions and judgments about the recoverability
of the inventory and its net realizable value. The Company establishes the inventory
valuation reserves for shrinkage and slow-moving or obsolete inventory. The analyses of the
required inventory valuation reserves include consideration of inventory levels, sales
information, historical write-off information, and the on-hand quantities relative to the sales
history for the product. The Company also considers factors such as the inventory age,
historic and current demand trends, and assumptions regarding future demand.
Auditing management’s analyses to determine its inventory valuation reserves were complex
as auditor judgment was necessary in evaluating the amounts that should be reserved based
on the assumptions detailed in the preceding paragraph.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of
controls over the inventory valuation reserve process, including controls over the inputs and
assumptions described above, that are used in management’s calculation.
Our audit procedures to test the adequacy of the inventory valuation reserves included,
among others, evaluating the appropriateness of management’s inputs to the inventory
valuation reserves calculation, including testing the completeness and accuracy of the data
used in management’s calculation such as historical write-off activity, inventory levels, and
sales history for each class of inventory. We compared actual write-off activity in recent
years to the inventory valuation reserve estimated by the Company in prior years to evaluate
management’s ability to accurately estimate the reserve. We also audited management’s
calculation of the inventory valuation reserves by testing the mathematical accuracy of the
Company’s reserve calculations. In addition, we performed inquiries of the Company’s
management and obtained documentation to evaluate the Company’s estimate.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Jericho, New York
October 25, 2023
39
MSC INDUSTRIAL DIRECT CO., INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
ASSETS
Current Assets:
Cash and cash equivalents
Accounts receivable, net of allowance for credit losses of $22,747 and $20,771,
respectively
Inventories
Prepaid expenses and other current assets
Total current assets
Property, plant and equipment, net
Goodwill
Identifiable intangibles, net
Operating lease assets
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current portion of debt including obligations under finance leases
Current portion of operating lease liabilities
Accounts payable
Accrued expenses and other current liabilities
Total current liabilities
Long-term debt including obligations under finance leases
Noncurrent operating lease liabilities
Deferred income taxes and tax uncertainties
Total liabilities
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; 48,075,100 and 48,447,384 shares issued, respectively
Class B Common Stock (10 votes per share); $0.001 par value; 50,000,000 shares
authorized; 8,654,010 and 8,654,010 shares issued and outstanding, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Class A treasury stock, at cost, 1,230,960 and 1,228,472 shares, respectively
Total MSC Industrial shareholders’ equity
Noncontrolling interest
Total shareholders’ equity
Total liabilities and shareholders’ equity
September 2,
2023
September 3,
2022
$
50,052 $
43,537
435,421
726,521
105,519
1,317,513
319,660
718,174
110,641
65,909
12,237
2,544,134 $
229,935 $
21,168
226,299
172,034
649,436
224,391
45,924
131,801
1,051,552
687,608
715,625
96,853
1,543,623
286,666
710,130
114,328
64,780
9,887
2,729,414
325,680
18,560
217,378
164,326
725,944
468,912
47,616
124,659
1,367,131
$
$
—
48
—
48
9
849,502
755,007
(17,725)
(107,677)
1,479,164
13,418
1,492,582
2,544,134 $
9
798,408
681,292
(23,121)
(106,202)
1,350,434
11,849
1,362,283
2,729,414
$
See accompanying Notes to Consolidated Financial Statements.
40
MSC INDUSTRIAL DIRECT CO., INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
Net sales
Cost of goods sold
Gross profit
Operating expenses
Impairment loss, net
Restructuring and other costs
Gain on sale of property
Income from operations
Other income (expense):
Interest expense
Interest income
Other (expense) income, net
Total other expense
Income before provision for income taxes
Provision for income taxes
Net income
Less: Net (loss) income attributable to noncontrolling interest
Net income attributable to MSC Industrial
Per share data attributable to MSC Industrial:
Net income per common share:
Basic
Diluted
Weighted-average shares used in computing net income per common
share:
Basic
Diluted
September 2,
2023
(52 weeks)
For the Fiscal Years Ended
September 3,
2022
(53 weeks)
August 28,
2021
(52 weeks)
$
$
$
$
4,009,282 $
2,366,317
1,642,965
1,151,295
—
7,937
—
483,733
3,691,893 $
2,133,645
1,558,248
1,083,862
—
15,805
(10,132)
468,713
(22,543)
1,034
(6,068)
(27,577)
456,156
113,049
343,107
(126)
343,233 $
(17,599)
150
(132)
(17,581)
451,132
110,650
340,482
696
339,786 $
3,243,224
1,909,709
1,333,515
994,468
5,886
31,392
—
301,769
(14,510)
66
1,054
(13,390)
288,379
70,442
217,937
1,030
216,907
6.14 $
6.11 $
6.09 $
6.06 $
3.89
3.87
55,918
56,210
55,777
56,045
55,737
56,093
See accompanying Notes to Consolidated Financial Statements.
41
MSC INDUSTRIAL DIRECT CO., INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net income, as reported
Other comprehensive income, net of tax:
Foreign currency translation adjustments
Comprehensive income (1)
Comprehensive income attributable to noncontrolling interest:
Net loss (income)
Foreign currency translation adjustments
Comprehensive income attributable to MSC Industrial
September 2,
2023
(52 weeks)
For the Fiscal Years Ended
September 3,
2022
(53 weeks)
August 28,
2021
(52 weeks)
$
343,107 $
340,482 $
217,937
7,091
350,198
126
(1,695)
348,629 $
(4,985)
335,497
(696)
(152)
334,649 $
3,852
221,789
(1,030)
(418)
220,341
$
(1) There were no material taxes associated with other comprehensive income during fiscal years 2023, 2022 and 2021.
See accompanying Notes to Consolidated Financial Statements.
42
MSC INDUSTRIAL DIRECT CO., INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands, except per share data)
Class A Common Stock
Beginning Balance
Exchange of Class B Common Stock for Class A Common Stock
Associate Incentive Plans
Repurchase and retirement of Class A Common Stock
Ending Balance
Class B Common Stock
Beginning Balance
Exchange of Class B Common Stock for Class A Common Stock
Ending Balance
Additional Paid-in Capital
Beginning Balance
Associate Incentive Plans
Repurchase and retirement of Class A Common Stock
Ending Balance
Retained Earnings
Beginning Balance
Net Income
Repurchase and retirement of Class A Common Stock
Regular cash dividends declared on Class A Common Stock
Regular cash dividends declared on Class B Common Stock
Special cash dividends declared on Class A Common Stock
Special cash dividends declared on Class B Common Stock
Dividend equivalents declared, net of cancellations
Ending Balance
Accumulated Other Comprehensive Loss
Beginning Balance
Foreign Currency Translation Adjustment
Ending Balance
Treasury Stock
Beginning Balance
Associate Incentive Plans
Repurchase of Class A Common Stock
Ending Balance
Total Shareholders’ Equity Attributable to MSC Industrial
Noncontrolling Interest
Beginning Balance
Issuance of Noncontrolling Interest
Capital Contributions
Foreign Currency Translation Adjustment
Net (Loss) Income
Ending Balance
Total Shareholders’ Equity
Dividends declared per Class A Common Share
Dividends declared per Class B Common Share
September 2,
2023
(52 weeks)
For the Fiscal Years Ended
September 3,
2022
(53 weeks)
August 28,
2021
(52 weeks)
$
$
$
$
48 $
—
1
(1)
48
9
—
9
798,408
51,257
(163)
849,502
681,292
343,233
(90,849)
(149,368)
(27,347)
—
—
(1,954)
755,007
(23,121)
5,396
(17,725)
(106,202)
3,291
(4,766)
(107,677)
1,479,164
11,849
—
—
1,695
(126)
13,418
1,492,582 $
3.16 $
3.16 $
48 $
—
—
—
48
9
—
9
740,867
57,591
(50)
798,408
532,315
339,786
(22,076)
(141,414)
(25,962)
—
—
(1,357)
681,292
(17,984)
(5,137)
(23,121)
(104,384)
3,415
(5,233)
(106,202)
1,350,434
11,001
—
—
152
696
11,849
1,362,283 $
3.00 $
3.00 $
47
1
—
—
48
10
(1)
9
690,739
50,251
(123)
740,867
749,515
216,907
(67,343)
(140,296)
(27,003)
(163,511)
(31,840)
(4,114)
532,315
(21,418)
3,434
(17,984)
(103,948)
3,359
(3,795)
(104,384)
1,150,871
5,628
3,825
100
418
1,030
11,001
1,161,872
6.50
6.50
See accompanying Notes to Consolidated Financial Statements.
43
MSC INDUSTRIAL DIRECT CO., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash Flows from Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
Non-cash operating lease cost
Stock-based compensation
Loss on disposal of property, plant and equipment
Gain on sale of property
Inventory write-down
Operating lease and fixed asset impairment due to restructuring
Non-cash changes in fair value of estimated contingent consideration
Provision for credit losses
Deferred income taxes and tax uncertainties
Changes in operating assets and liabilities, net of amounts associated with
business acquired:
Accounts receivable
Inventories
Prepaid expenses and other current assets
Operating lease liabilities
Other assets
Accounts payable and accrued liabilities
Total adjustments
Net cash provided by operating activities
Cash Flows from Investing Activities:
Expenditures for property, plant and equipment
Cash used in business acquisitions, net of cash acquired
Net proceeds from sale of property
Net cash used in investing activities
Cash Flows from Financing Activities:
Repurchases of Class A Common Stock
Payments of regular cash dividends
Payments of special cash dividends
Proceeds from sale of Class A Common Stock in connection with
Associate Stock Purchase Plan
Proceeds from exercise of Class A Common Stock options
Borrowings under credit facilities
Payments under credit facilities
Contributions from noncontrolling interest
Proceeds from other long-term debt
Payments under Shelf Facility Agreements and Private Placement Debt
Payments on finance lease and financing obligations
Other, net
Net cash used in financing activities
Effect of foreign exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents—beginning of period
44
September 2,
2023
(52 weeks)
For the Fiscal Years Ended
September 3,
2022
(53 weeks)
August 28,
2021
(52 weeks)
$
343,107 $
340,482 $
217,937
75,129
20,966
18,639
557
—
—
—
104
10,275
6,697
247,653
(4,860)
(6,918)
(21,173)
(615)
10,021
356,475
699,582
(92,493)
(20,182)
—
(112,675)
(95,779)
(176,715)
—
4,415
28,677
333,000
(548,000)
—
—
(125,000)
(2,193)
1,195
(580,400)
8
6,515
43,537
70,376
17,190
19,264
921
(10,132)
—
—
(879)
9,806
10,761
(123,571)
(81,494)
(7,429)
(17,147)
(2,258)
20,293
(94,299)
246,183
(61,373)
(57,865)
24,745
(94,493)
(27,359)
(167,376)
—
4,296
34,659
374,000
(364,500)
—
—
—
(2,466)
606
(148,140)
(549)
3,001
40,536
68,846
18,578
17,721
563
—
30,091
16,335
—
8,181
(13,611)
(73,041)
(107,037)
(10,141)
(33,312)
(1,055)
84,407
6,525
224,462
(53,746)
(22,000)
—
(75,746)
(71,261)
(167,299)
(195,351)
4,136
29,667
583,500
(399,200)
100
4,750
(20,000)
(2,584)
(205)
(233,747)
356
(84,675)
125,211
Cash and cash equivalents—end of period
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes
Cash paid for interest
$
$
$
50,052 $
43,537 $
40,536
106,962 $
22,432 $
117,038 $
16,903 $
73,116
13,995
See accompanying Notes to Consolidated Financial Statements.
45
MSC INDUSTRIAL DIRECT CO., INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts and shares in thousands, except per share data)
1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
MSC Industrial Direct Co., Inc. (together with its wholly owned subsidiaries and entities in which it maintains a
controlling financial interest, “MSC,” “MSC Industrial” or the “Company”) is a leading North American distributor of a
broad range of metalworking and maintenance, repair and operations (“MRO”) products and services, with co-located
headquarters in Melville, New York and Davidson, North Carolina. The Company has an additional office support center in
Southfield, Michigan and serves primarily domestic markets through its distribution network of six customer fulfillment
centers, 10 regional inventory centers, 38 warehouses and four manufacturing locations.
Principles of Consolidation
The 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.
Impact of Economic Trends
The United States economy has experienced and continues to experience disruptions in the supply of certain
products and services and tight conditions in the labor market. These disruptions and conditions have contributed to an
inflationary environment which, while falling, remains elevated and has affected the price and, at times, the availability of
certain products and services necessary for the Company’s operations, including fuel, labor and certain products the
Company sells or the inputs for such products. Such disruptions and conditions have impacted, and may continue to impact
in the future, the Company’s business, financial condition and results of operations.
As a result of recent high inflation and periodic supply chain disruptions, the Company continues to implement
price realization strategies in response to increased costs the Company faces and has invested in improved warehouse
automation to mitigate the effects of labor inflation. The category line review process initiated in the second quarter of
fiscal year 2023 continues to progress and shows early signs of improvements in supply chain efficiency, customer
experience and supplier engagement. Furthermore, in light of disruptions to availability and increased or uncertain shipping
times, the Company is maintaining higher purchasing levels than it did prior to its fiscal year 2020 in order to ensure
sufficient inventory supply to meet customer demand.
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 2023” refer to the period from September 4, 2022 to September 2, 2023, which is a 52-week
fiscal year. References to “fiscal year 2022” refer to the period from August 29, 2021 to September 3, 2022, which is a 53-
week fiscal year.
Use of Estimates
The preparation of financial statements, in conformity with accounting principles generally accepted in the United
States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and
assumptions used in preparing the accompanying Consolidated Financial Statements.
Cash and Cash Equivalents
The Company considers all short-term, highly liquid investments with maturities of three months or less at the
date of purchase to be cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value.
46
Concentrations of Credit Risk
The Company’s mix of receivables is diverse, selling its products primarily to end-users. The Company’s
customer base represents many diverse industries primarily concentrated in the United States. The Company performs
periodic credit evaluations of its customers’ financial condition, and collateral is generally not required. The Company
evaluates the collectability of accounts receivable based on numerous factors, including past transaction history with
customers and their creditworthiness, and the Company provides a reserve for accounts that it believes to be uncollectible.
The Company’s cash includes deposits with commercial banks. The terms of these deposits and investments
provide that all monies are available to the Company upon demand. The Company maintains the majority of its cash with
high-quality financial institutions. Deposits held with banks may exceed insurance limits. While MSC monitors the
creditworthiness of these commercial banks and financial institutions, a crisis in the U.S. financial systems could limit
access to funds and/or result in a loss of principal.
Allowance for Credit Losses
The Company establishes reserves for customer accounts that are deemed uncollectible. The allowance for credit
losses is based on several factors, including the age of the receivables and the historical ratio of actual write-offs to the age
of the receivables. These analyses also take into consideration economic conditions that may have an impact on a specific
industry, a group of customers or a specific customer. While the Company has a broad customer base, representing many
diverse industries primarily in all regions of the United States, a general economic downturn could result in higher than
expected defaults and, therefore, the need to revise estimates for bad debts.
Inventories
Inventories consist of merchandise held for resale and are stated at the lower of weighted-average cost or net
realizable value. The Company evaluates the recoverability of its slow-moving or obsolete inventories quarterly. The
Company estimates the recoverable cost of such inventory by product type and considering such factors as its age, historic
and current demand trends, the physical condition of the inventory, historical write-down information as well as
assumptions regarding future demand. The Company’s ability to recover its cost for slow-moving or obsolete inventory can
be affected by such factors as general market conditions, future customer demand, and relationships with suppliers.
Substantially all of the Company’s inventories have demonstrated long shelf lives and are not highly susceptible to
obsolescence. In addition, many of the Company’s inventory items are eligible for return under various supplier
agreements.
Property, Plant and Equipment
Property, plant and equipment and capitalized computer software are stated at cost less accumulated depreciation
and amortization. Expenditures for maintenance and repairs are charged to expense as incurred; costs of major renewals
and improvements are capitalized. At the time property and equipment are retired or otherwise disposed of, the cost and
accumulated depreciation are eliminated from the asset and accumulated depreciation accounts and the profit or loss on
such disposition is reflected in income.
Depreciation and amortization of property, plant and equipment are computed for financial reporting purposes on
the straight-line method based on the estimated useful lives of the assets. Leasehold improvements are amortized over
either their respective lease terms or their estimated useful lives, whichever is shorter. Estimated useful lives range from
three years to 40 years for leasehold improvements and buildings, three years to 10 years for computer systems, equipment
and software, and three years to 20 years for furniture, fixtures and equipment.
Capitalized computer software costs are amortized using the straight-line method over the estimated useful life.
These costs include purchased software packages, payments to vendors and consultants for the development,
implementation or modification of purchased software packages for Company use, and payroll and related costs for
associates connected with internal-use software projects. Capitalized computer software costs are included in property,
plant and equipment in the Consolidated Balance Sheets.
47
Leases
The Company’s lease portfolio includes certain real estate (customer fulfillment centers, regional inventory
centers, warehouses and manufacturing locations), automobiles and other equipment. The determination of whether an
arrangement is, or contains, a lease is performed at the inception of the arrangement. Operating leases are recorded on the
balance sheet with operating lease assets representing the right to use the underlying asset for the lease term and operating
lease liabilities representing the obligation to make lease payments arising from the lease.
For real estate leases, lease components and non-lease components, such as common area maintenance, are
grouped as a single lease component. All leases with an initial term of 12 months or less are not included on the balance
sheet. Real estate leases typically include one or more options to extend the lease. The Company regularly evaluates the
renewal options, and when it is reasonably certain of exercise, the Company includes the renewal period in its lease term.
The automobile leases contain variable lease payments based on inception and subsequent interest rate fluctuations.
When readily determinable, the Company uses the interest rate implicit in its leases to discount lease payments.
When the implicit rate is not readily determinable, as is the case with substantially all of the real estate leases, the
Company utilizes the incremental borrowing rate. The Company’s operating lease expense is recognized on a straight-line
basis over the lease term and is recorded in Operating expenses in the Consolidated Statements of Income.
Goodwill and Other Indefinite-Lived Intangible Assets
The Company’s business acquisitions typically result in the recording of goodwill and other intangible assets,
which affects the amount of amortization expense and possibly impairment write-downs that the Company may incur in
future periods. Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in
business acquisitions. The Company annually reviews goodwill at the reporting unit level and intangible assets that have
indefinite lives for impairment in its fiscal fourth quarter and when events or changes in circumstances indicate the
carrying values of these assets might exceed their current fair values.
The Company currently operates at a single reporting unit level. Events or circumstances that may result in an
impairment review include changes in macroeconomic conditions, industry and market considerations, cost fact events
affecting the reporting unit or a sustained decrease in share price. Each year, the Company may elect to perform a
qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its
carrying value. If impairment is indicated in the qualitative assessment or if management elects to initially perform a
quantitative assessment of goodwill or intangible assets, the impairment test uses a single step approach. This single step
approach compares the carrying value of a reporting unit to its fair value. If the fair value of the reporting unit exceeds its
carrying amount, goodwill and intangible assets of the reporting unit are not impaired. If the carrying amount of a reporting
unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the amount of
goodwill allocated to that reporting unit. Based on the qualitative assessments of goodwill and intangible assets that have
indefinite lives performed by the Company in its respective fiscal fourth quarters, there was no indicator of impairment for
fiscal years 2023, 2022 and 2021.
The balances and changes in the carrying amount of goodwill are as follows:
Balance as of August 28, 2021
Engman-Taylor acquisition (1)
Tower Fasteners acquisition (2)
Foreign currency translation adjustments
Balance as of September 3, 2022
Buckeye/Tru-Edge acquisition (3)
Tower Fasteners post-closing working capital adjustment (2)
Foreign currency translation adjustments
Balance as of September 2, 2023
$
$
$
692,704
6,173
12,247
(994)
710,130
7,826
123
95
718,174
(1) In June 2022, the Company acquired certain assets and assumed certain liabilities of Engman-Taylor (as defined in Note 6, “Business Combinations”).
(2) In August 2022, the Company acquired 100% of the outstanding equity of Tower Fasteners (as defined in Note 6, “Business Combinations”).
(3) In January 2023, the Company acquired certain assets and assumed certain liabilities of Buckeye and Tru-Edge (each, as defined in Note 6, “Business Combinations”).
48
The components of the Company’s intangible assets for fiscal years 2023 and 2022 are as follows:
For the Fiscal Years Ended
September 2, 2023
September 3, 2022
Gross Carrying
Amount
Accumulated
Amortization
Gross Carrying
Amount
Accumulated
Amortization
252,769 $
966
7,546
11,083
272,364 $
(157,306) $
(575)
(3,842)
—
(161,723) $
243,269 $
966
4,746
12,803
261,784 $
(144,300)
(280)
(2,876)
—
(147,456)
Weighted-
Average Useful
Life (in years)
13.1
3.4
7.9
Indefinite
12.9
$
$
Customer Relationships
Non-Compete Agreements
Trademarks
Trademarks
Total
For the fiscal year ended September 2, 2023, the Company recorded approximately $10,600 of intangible assets,
primarily consisting of the acquired customer relationships and trade names from the Buckeye and Tru-Edge acquisition.
See Note 6, “Business Combinations.” During the fiscal year ended September 2, 2023, approximately $20 in indefinite
lived intangible assets were written off related to trademarks that are no longer being utilized. Furthermore, $1,700 of
indefinite lived intangible assets were reclassified to definite lived intangible assets during fiscal year 2023. For the fiscal
year ended September 3, 2022, the Company recorded approximately $24,300 of intangible assets, primarily consisting of
the acquired customer relationships, non-compete and trademarks from the Engman-Taylor and Tower Fasteners
acquisitions. During the fiscal year ended September 3, 2022, approximately $4,329 in gross intangible assets, and any
related accumulated amortization, were written off related to trademarks that are no longer being utilized. These trademarks
were fully amortized prior to being written off.
The Company’s amortizable intangible assets are amortized on a straight-line basis, including customer
relationships, based on an approximation of customer attrition patterns and best estimates of the use pattern of the asset.
Amortization expense of the Company’s intangible assets was $14,917, $11,663 and $10,934 during fiscal years 2023,
2022 and 2021, respectively. Estimated amortization expense for each of the five succeeding fiscal years is as follows:
Fiscal Year
2024
2025
2026
2027
2028
Estimated Amortization Expense
$
14,773
14,486
14,466
14,247
11,541
Impairment of Long-Lived Assets
The Company periodically evaluates the net realizable value of long-lived assets, including definite-lived
intangible assets, operating lease right-of-use assets, and property and equipment, relying on a number of factors, including
operating results, business plans, economic projections, and anticipated future cash flows. Impairment is assessed by
evaluating the estimated undiscounted cash flows over the asset’s remaining life. If estimated cash flows are insufficient to
recover the investment, an impairment loss is recognized.
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 obligation. 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.
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
49
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.
Gross Profit
Gross profit primarily represents the difference between the sale price to the Company’s customers and the
product cost from its suppliers (net of earned rebates and discounts), including the cost of inbound freight. The cost of
outbound freight (including internal transfers), purchasing, receiving and warehousing are included in operating expenses.
Vendor Consideration
The Company receives volume rebates from certain vendors based on contractual arrangements with such
vendors. Rebates received from these vendors are recognized as a reduction to Cost of goods sold in the Consolidated
Statements of Income when the inventory is sold. In addition, the Company records cash consideration received for
advertising costs incurred to sell the vendor’s products as a reduction of the Company’s advertising costs and such
consideration is reflected in Operating expenses in the Consolidated Statements of Income. The total amount of advertising
costs, net of co-operative advertising income from vendor-sponsored programs, included in Operating expenses in the
Consolidated Statements of Income was approximately $9,124, $14,377 and $17,749 during fiscal years 2023, 2022 and
2021, respectively.
Product Warranties
The Company generally offers a maximum one year warranty, including parts and labor, for certain of its products
sold. The specific terms and conditions of those warranties vary depending upon the product sold. The Company may be
able to recoup some of these costs through product warranties it holds with its original equipment manufacturers, which
typically range from 30 to 90 days. In general, many of the Company’s general merchandise products are covered by third-
party original equipment manufacturers’ warranties. The Company’s warranty expense has been minimal.
Shipping and Handling Costs
The Company includes shipping and handling fees billed to customers in Net sales and shipping and handling
costs associated with outbound freight in Operating expenses in the Consolidated Statements of Income. The shipping and
handling costs in Operating expenses were approximately $156,844, $155,472 and $133,737 during fiscal years 2023, 2022
and 2021, respectively.
Stock-Based Compensation
In accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock
Compensation,” the Company estimates the fair value of share-based payment awards on the date of grant. The value of
awards that are ultimately expected to vest is recognized as an expense over the requisite service periods. The fair value of
the Company’s restricted stock units and performance share units is based on the closing market price of the Company’s
Class A Common Stock on the date of grant. The Company estimates the fair value of stock options granted using a Black-
Scholes option-pricing model. This model requires the Company to make estimates and assumptions with respect to the
expected term of the option, the expected volatility of the price of the Company’s Class A Common Stock and the expected
forfeiture rate. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards,
which is generally the vesting period.
The expected term is based on the historical exercise behavior of grantees, as well as the contractual life of the
option grants. The expected volatility factor is based on the volatility of the Company’s Class A Common Stock for a
period equal to the expected term of the stock option. In addition, forfeitures of share-based awards are estimated at the
time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company
uses historical data to estimate forfeitures and records stock-based compensation expense only for those awards that are
expected to vest.
Share Repurchases and Treasury Stock
Repurchased shares may be retired immediately and resume the status of authorized but unissued shares or may be
held by the Company as treasury stock. The Company accounts for treasury stock under the cost method, using the first-in,
50
first-out flow assumption, and it is included in Class A treasury stock, at cost in the Consolidated Balance Sheets. When the
Company reissues treasury stock, the gains are recorded in additional paid-in capital (“APIC”), while the losses are
recorded to APIC to the extent that the previous net gains on the reissuance of treasury stock are available to offset the
losses. If the losses are larger than the previous net gains available, then the losses are recorded to retained earnings. The
Company accounts for repurchased shares immediately retired under the constructive retirement method. When shares are
retired, the par value of the repurchased shares is deducted from common stock and the excess repurchase price over par is
deducted by allocation to both APIC and retained earnings. The amount allocated to APIC is calculated as the original cost
of APIC per share outstanding using the first-in, first-out flow assumption and is applied to the number of shares
repurchased. Any remaining amount is allocated to retained earnings.
Fair Value of Financial Instruments
The carrying values of the Company’s financial instruments, including cash and cash equivalents, receivables,
accounts payable and accrued liabilities, approximate fair value because of the short maturity of these instruments. In
addition, based on borrowing rates currently available to the Company for borrowings with similar terms, the carrying
values of the Company’s lease obligations also approximate fair value. The fair values of the Company’s long-term debt,
including current maturities, are estimated based on quoted market prices for the same or similar issues or on current rates
offered to the Company for debt of the same remaining maturities. Under this method, the Company’s fair values of any
long-term obligations were not significantly different than the carrying values at September 2, 2023 and September 3,
2022.
Foreign Currency
The local currency is the functional currency for all of MSC’s operations outside the United States. Assets and
liabilities of these operations are translated to U.S. dollars at the exchange rate in effect at the end of each period. Income
statement accounts are translated at the average exchange rate prevailing during the period. Translation adjustments arising
from the use of differing exchange rates from period to period are included as a component of other comprehensive income
within shareholders’ equity. Gains and losses from foreign currency transactions are included in net income for the period.
Income Taxes
The Company has established deferred income tax assets and liabilities for temporary differences between the
financial reporting bases and the income tax bases of its assets and liabilities at enacted tax rates expected to be in effect
when such assets or liabilities are realized or settled pursuant to the provisions of ASC Topic 740, “Income Taxes,” which
prescribes a comprehensive model for the financial statement recognition, measurement, classification and disclosure of
uncertain tax positions. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. The amounts of unrecognized tax benefits, exclusive of interest and penalties that
would affect the effective tax rate, were $5,053 and $7,719 as of September 2, 2023 and September 3, 2022, respectively.
Comprehensive Income
Comprehensive income consists of consolidated net income and foreign currency translation adjustments. Foreign
currency translation adjustments included in comprehensive income were not tax-affected as investments in international
affiliates are deemed to be permanent.
Geographic Regions
The Company’s sales and assets are predominantly generated from North American locations. For fiscal year
2023, the Company’s operations in North America represented approximately 99% of consolidated net sales, with 95% of
the total being from the Company’s operations in the United States. The remaining 1% of consolidated net sales is from the
Company’s operations in Europe.
Segment Reporting
The Company utilizes the management approach for segment disclosure, which designates the internal
organization that is used by management for making operating decisions and assessing performance as the source of its
reportable segments. The Company operates in one operating and reportable segment as a distributor of metalworking,
MRO, Class C Consumables and Original Equipment Manufacturer (“OEM”) products and services. The Company’s chief
51
operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for
purposes of allocating resources. Substantially all of the Company’s revenues and long-lived assets are in the United States.
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 manner in which its business is managed.
Business Combinations
The Company accounts for business combinations in accordance with ASC Topic 805, “Business Combinations”
(“ASC Topic 805”). ASC Topic 805 established principles and requirements for recognizing the total consideration
transferred to, and the assets acquired, liabilities assumed and any non-controlling interest in, the acquired target in a
business combination. ASC Topic 805 also provides guidance for recognizing and measuring goodwill acquired in a
business combination and requires the acquirer to disclose information that users may need to evaluate and understand the
financial impact of the business combination. See Note 6, “Business Combinations” for further discussion.
Recently Adopted Accounting Pronouncements
In November 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update
2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which
provides for additional disclosures and added transparency for entities which receive government assistance. This includes
disclosure of the type of government assistance received, the entity’s method of accounting, and the impact on the entity’s
financial statements. This guidance is effective for annual periods beginning after December 15, 2021. The guidance was
adopted by the Company for fiscal year 2023 and will be applied prospectively. See Note 8, “Income Taxes” for further
information related to the Employee Retention Credit (the “ERC”) provision provided under the Coronavirus Aid, Relief
and Economic Security Act (the “CARES Act”).
Other pronouncements issued by the FASB or other authoritative accounting standards groups with future
effective dates are either not applicable or are not expected to have a material impact on the Consolidated Financial
Statements.
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 obligation. 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 $8,632 and $7,198 as
of September 2, 2023 and September 3, 2022, respectively, and are reported as Accrued expenses and other current
liabilities in the 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 $31,954 and $25,274 as of September 2, 2023 and
September 3, 2022, respectively, and are included in Accrued expenses and other current liabilities in the 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 Consolidated Balance Sheets and were $3,733 and $2,210 as of September 2, 2023 and
September 3, 2022, respectively.
52
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
September 2, 2023 and September 3, 2022.
Disaggregation of Revenue
The Company operates in one operating and reportable segment as a distributor of metalworking and MRO
products and services. 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 manner
in which its business is managed.
The following table presents the Company’s percentage of revenue by customer end-market for fiscal years 2023
and 2022:
Manufacturing Heavy
Manufacturing Light
Public Sector
Retail/Wholesale
Commercial Services
Other (1)
Total
For the Fiscal Years Ended
September 2,
2023
(52 weeks)
September 3,
2022
(53 weeks)
48 %
20 %
10 %
7 %
4 %
11 %
100 %
49 %
21 %
8 %
7 %
4 %
11 %
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 are Fortune 1000 companies, large privately held companies, and international
companies primarily 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 fiscal years 2023 and
2022:
53
National Account Customers
Public Sector Customers
Core and Other Customers
Total
For the Fiscal Years Ended
September 2, 2023
(52 weeks)
September 3, 2022
(53 weeks)
38 %
10 %
52 %
100 %
38 %
8 %
54 %
100 %
The Company’s revenue originating from the following geographic areas was as follows for fiscal years 2023 and
2022:
United States
Mexico
Canada
North America
Other foreign countries
Total
3. FAIR VALUE
For the Fiscal Years Ended
September 2, 2023
(52 weeks)
September 3, 2022
(53 weeks)
95 %
2 %
2 %
99 %
1 %
100 %
95 %
2 %
2 %
99 %
1 %
100 %
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 September 2, 2023 and September 3,
2022.
During fiscal years 2023 and 2022, 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.
Gain on Sale of Property
During fiscal year 2021, the Company entered into a Purchase and Sale Agreement to sell its 170,000-square foot
Long Island Customer Service Center in Melville, New York. During fiscal year 2022, the Company disposed of the
building with a sale price of $25,500, which resulted in a gain on sale of property of $10,132 after the settlement of certain
54
closing costs and fees, which is included in the Consolidated Statement of Income for the fiscal year ended September 3,
2022.
4. 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. 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 fiscal years 2023, 2022 and 2021:
September 2,
2023
(52 weeks)
For the Fiscal Years Ended
September 3,
2022
(53 weeks)
August 28,
2021
(52 weeks)
Numerator:
Net income attributable to MSC Industrial as reported
$
343,233 $
339,786 $
216,907
Denominator:
Weighted-average shares outstanding for basic net income per share
Effect of dilutive securities
Weighted-average shares outstanding for diluted net income per share
Net income per share:
Basic
Diluted
Potentially dilutive securities
55,918
292
56,210
55,777
268
56,045
$
$
6.14 $
6.11 $
6.09 $
6.06 $
—
400
55,737
356
56,093
3.89
3.87
314
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.
5. ACCOUNTS RECEIVABLE
Accounts receivables at September 2, 2023 and September 3, 2022 consisted of the following:
Accounts receivable
Less: Allowance for credit losses
Accounts receivable, net
September 2,
2023
September 3,
2022
$
$
458,168 $
22,747
435,421 $
708,379
20,771
687,608
On December 19, 2022, 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 (the “Agent”). The RPA matures on December 19, 2025 and is
subject to customary termination events related to transactions of this type. Additionally, the Receivables Subsidiary also
entered into a Receivables Sale Agreement, dated as of December 19, 2022, by and between the Receivables Subsidiary, as
buyer, and Sid Tool Co., Inc., a wholly owned subsidiary of the Company, as originator.
55
Under the RPA, the Receivables Subsidiary may sell receivables to the Purchasers in amounts up to $300,000. The
receivables will be sold to the Purchasers in consideration for the Purchasers making payments of cash, which is referred to
as “capital” for purposes of the RPA, to the Receivables Subsidiary in accordance with the terms of the RPA. The
Receivables Subsidiary may sell receivables to the Purchasers so long as certain conditions are satisfied, including that, at
any date of determination, the aggregate capital paid to the Receivables Subsidiary does not exceed a “capital coverage
amount,” equal to an adjusted net receivables pool balance minus a required reserve. Each Purchaser’s share of capital
accrues yield at one-month Term SOFR (as defined in the RPA) plus a margin.
The parties intend that the conveyance of receivables to the Agent, for the ratable benefit of the Purchasers, will
constitute a purchase and sale of receivables and not a pledge for security. The Receivables Subsidiary has guaranteed to
each Purchaser and the Agent the prompt payment of sold receivables, and, to secure the prompt payment and performance
of such guaranteed obligations, the Receivables Subsidiary has granted a security interest to the Agent, for the benefit of
the Purchasers, in all assets of the Receivables Subsidiary. The assets of the Receivables Subsidiary are not available to pay
the Company’s creditors or any affiliate thereof. In the capacity as master servicer under the RPA, the Company is
responsible for administering and collecting receivables and has made customary representations, warranties, covenants
and indemnities.
The proceeds of the RPA are classified as operating activities in the Consolidated Statement of Cash Flows for the
fiscal year ended September 2, 2023 and were used to pay down balances on the Amended Revolving Credit Facility (as
defined below). Cash received from collections of sold receivables is used by the Receivables Subsidiary to fund additional
purchases of receivables on a revolving basis or to return all or any portion of outstanding capital of the Purchasers.
Subsequent collections on the pledged receivables, which have not been sold, will be classified as operating cash flows at
the time of collection.
As of September 2, 2023, the amount sold to the Purchasers was $300,000, which was derecognized from the
Consolidated Balance Sheet as of that date. As collateral against sold receivables, the Receivables Subsidiary maintains a
certain level of unsold receivables, which was $352,385 as of September 2, 2023.
Total cumulative receivables sold under the RPA were $1,157,276 as of September 2, 2023. Total cumulative cash
collections under the RPA were $857,276 as of September 2, 2023. The fair value of the sold receivables approximated
book value due to their credit quality and short-term nature, and, as a result, no gain or loss on sale of receivables was
recorded.
The receivables sold incurred fees due to the Purchasers of $12,175 for the fiscal year ended September 2, 2023,
which were recorded within Other (expense) income, net in the Consolidated Statement of Income for the fiscal year ended
September 2, 2023. 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 10, “Debt” for more
information about these financial covenants.
6. BUSINESS COMBINATIONS
Fiscal Year 2023 Acquisitions
In January 2023, the Company acquired certain assets and assumed certain liabilities of Buckeye Industrial Supply
Co. (“Buckeye”), an Ohio-based metalworking distributor, and Tru-Edge Grinding, Inc. (“Tru-Edge”), an Ohio-based
custom tool manufacturer, for aggregate consideration of $22,389, which includes cash paid of $20,500 and the fair value
of contingent consideration to be paid out of $2,294, net of a post-closing working capital adjustment in the amount of
$405 received from the sellers that was finalized during the third quarter of fiscal year 2023. Total cash consideration
funded by the Company came from available cash resources.
Buckeye primarily serves the metalworking needs of large manufacturers. MSC plans to build on Buckeye’s
technical, high-touch relationships and value-added services by offering customers access to its extensive product portfolio
to support customers’ full metalworking and MRO needs. Tru-Edge brings new capabilities to MSC, including the design
and manufacture of parts from scratch with a strong focus in the automotive and medical markets. The Company expects to
drive revenue growth in its existing Midwest manufacturing customer base by leveraging the services provided by Tru-
Edge. The Company believes the technical expertise and value-added services provided by Tru-Edge will support its effort
to drive cost savings for its customers.
56
This acquisition was accounted for as a single business acquisition pursuant to ASC Topic 805. As required by
ASC Topic 805, the Company allocated the consideration to assets and liabilities based on their fair value at the acquisition
date. The following table summarizes the amounts of identified assets acquired and liabilities assumed based on the fair
value at the acquisition date:
Inventories
Accounts receivable
Prepaid expenses and other current assets
Identifiable intangibles
Goodwill
Property, plant and equipment
Total assets acquired
Accounts payable
Accrued liabilities
Total liabilities assumed
Total purchase price consideration
$
$
$
$
1,019
2,745
27
10,600
7,826
1,291
23,508
1,090
29
1,119
22,389
Acquired identifiable intangible assets with a fair value of $10,600 consisted of customer relationships of $9,500
with useful lives of 10 years and trade names of $1,100 with useful lives of five years and 20 years for Buckeye and Tru-
Edge, respectively. The goodwill amount of $7,826 represents the excess of the purchase price over the fair value of the net
tangible and intangible assets acquired. 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 from adding a highly complementary provider of
metalworking tools and supplies, as well as design and manufacturing of parts. This goodwill will not be amortized and
will be included in the Company’s periodic test for impairment at least annually. The goodwill is deductible for income tax
purposes.
The amount of combined net sales and income before provision for income taxes from Buckeye and Tru-Edge
included in the Consolidated Statement of Income for the fiscal year ended September 2, 2023 was $20,916 and $1,655,
respectively. In addition, the Company incurred non-recurring transaction and integration costs relating to the acquisition
totaling $341, which are included in Operating expenses in the Consolidated Statement of Income for the fiscal year ended
September 2, 2023.
Fiscal Year 2022 Acquisitions
Acquisition of Certain Assets of Engman-Taylor
In June 2022, the Company acquired certain assets and assumed certain liabilities of Engman-Taylor Company,
Inc. (“Engman-Taylor”), a Menomonee Falls, Wisconsin-based distributor of metalworking tools and supplies, for
aggregate consideration of $24,838, which includes a post-closing working capital adjustment in the amount of $661 that
was paid to the Company in August 2022. Total cash consideration funded by the Company came from available cash
resources and borrowings under the Amended Revolving Credit Facility (see Note 10, “Debt”).
Acquisition of Tower Fasteners
In August 2022, the Company, through its subsidiary, All Integrated Solutions, Inc., acquired 100% of the
outstanding shares of privately held Tower Fasteners, LLC (“Tower Fasteners”), a Holtsville, New York-based distributor
of OEM fasteners and components, for aggregate consideration of $33,990, which includes a post-closing working capital
adjustment in the amount of $1,152 paid by the Company, of which $1,029 was paid in August 2022 and $123 was paid in
November 2022. Total cash consideration funded by the Company came from available cash resources and borrowings
under the Amended Revolving Credit Facility (see Note 10, “Debt”).
57
7. PROPERTY, PLANT AND EQUIPMENT
The following is a summary of property, plant and equipment and the estimated useful lives used in the
computation of depreciation and amortization:
Land
Building and improvements
Leasehold improvements
Furniture, fixtures and equipment
Computer systems, equipment and software
Number of Years
—
3 - 40
The lesser of lease term or 10
3 - 20
3 - 10
$
Less: Accumulated depreciation and amortization
Total
$
September 2,
2023
September 3,
2022
24,028 $
166,711
6,265
193,121
563,724
953,849
634,189
319,660 $
24,418
167,012
4,787
176,723
498,267
871,207
584,541
286,666
During fiscal year 2021, the Company entered into a Purchase and Sale Agreement to sell its Long Island
Customer Service Center. Prior to disposal, the related assets had a carrying value of approximately $15,300, which was
comprised of approximately $11,600 of building and improvements and $3,700 of land. During fiscal year 2022, the
Company disposed of the building with a sale price of $25,500.
The amount of capitalized interest, net of accumulated amortization, included in property, plant and equipment
was $428 and $460 at September 2, 2023 and September 3, 2022, respectively. Depreciation expense was $59,814, $58,285
and $57,199 for fiscal years 2023, 2022 and 2021, respectively.
8. INCOME TAXES
The components of income before provision for income taxes were as follows:
Domestic
Foreign
Total
$
$
The provision for income taxes is comprised of the following:
September 2,
2023
For the Fiscal Years Ended
September 3,
2022
453,563 $
2,593
456,156 $
449,389 $
1,743
451,132 $
August 28,
2021
282,478
5,901
288,379
Current:
Federal
State and local
Foreign
Deferred:
Federal
State and local
Foreign
Total
September 2,
2023
For the Fiscal Years Ended
September 3,
2022
August 28,
2021
$
$
81,187 $
21,121
1,635
103,943
8,164
1,683
(741)
9,106
113,049 $
77,761 $
19,524
1,309
98,594
11,591
1,281
(816)
12,056
110,650 $
60,988
15,237
1,327
77,552
(5,513)
(842)
(755)
(7,110)
70,442
58
Significant components of deferred tax assets and liabilities are as follows:
Deferred tax liabilities:
Depreciation
Right-of-use assets
Goodwill
Intangible amortization
Deferred tax assets:
Accounts receivable
Lease liability
Inventory
Self-insurance liability
Deferred compensation
Stock-based compensation
Other accrued expenses/reserves
Net Deferred Tax Liabilities
September 2,
2023
September 3,
2022
$
$
(40,137) $
(14,290)
(118,015)
(2,388)
(174,830)
5,047
14,595
10,356
2,988
256
5,431
11,958
50,631
(124,199) $
(41,990)
(14,898)
(111,471)
(2,568)
(170,927)
4,605
14,766
13,476
1,605
586
5,881
14,915
55,834
(115,093)
Reconciliation of the U.S. federal income tax rate to the Company’s effective income tax rate is as follows:
U.S. federal income tax rate
State income taxes, net of federal benefit
Other, net
Effective income tax rate
September 2,
2023
For the Fiscal Years Ended
September 3,
2022
21.0 %
4.3
(0.5)
24.8 %
August 28,
2021
21.0 %
4.1
(0.7)
24.4 %
21.0 %
3.9
(0.4)
24.5 %
The aggregate changes in the balance of gross unrecognized tax benefits during fiscal years 2023 and 2022 were
as follows:
Beginning Balance
Additions for tax positions relating to current year
Additions for tax positions relating to prior years
Reductions for tax positions relating to prior years
Settlements
Lapse of statute of limitations
Ending Balance
September 2,
2023
September 3,
2022
$
$
11,223 $
403
—
(816)
(178)
(2,864)
7,768 $
6,119
1,130
6,810
(626)
—
(2,210)
11,223
Included in the balance of gross unrecognized tax benefits at September 2, 2023 is $1,415 related to tax positions
for which it is reasonably possible that the total amounts could significantly change during the next 12 months. This
amount represents a potential decrease in gross unrecognized tax benefits comprised primarily of items related to expiring
statutes of limitations in state and foreign jurisdictions.
The Company recognizes interest expense and penalties in the provision for income taxes. The provision for
income taxes for fiscal years 2023, 2022 and 2021 included interest and penalties of $153, $7 and $689, respectively. The
Company had accrued $1,973 and $2,490 for interest and penalties as of September 2, 2023 and September 3, 2022,
respectively.
The United States government enacted the CARES Act to provide certain relief as a result of the COVID-19
pandemic. The CARES Act provides tax relief, along with other stimulus measures, including the ERC, which allows for
employers to claim a refundable tax credit against the employer share of social security taxes equal to 50% of qualified
wages paid to qualified employees between March 13, 2020 and December 31, 2020 and 70% of qualified wages paid to
59
qualified employees after December 31, 2020 through September 30, 2021. The ERC was designed to encourage
businesses to keep employees on the payroll during the COVID-19 pandemic. During the fiscal year ended September 2,
2023, the Company received funds related to 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. As such, the Company recorded $6,566 to
Other (expense) income, net in the Consolidated Statement of Income for the fiscal year ended September 2, 2023, as the
probability threshold had been met for these funds. Conversely, management determined the probability threshold had not
been met for $5,129 of the funds received, and, as such, that portion of the funds was recorded to Accrued expenses and
other current liabilities in the Consolidated Balance Sheet as of September 2, 2023. This amount will be recognized in the
Consolidated Statement of Income when the probability threshold has been met, which is the earlier of a completed audit or
the lapse of the relevant statute of limitations.
The CARES Act provides for the deferral of the employer-paid portion of social security payroll taxes. The
Company elected to defer the employer-paid portion of social security payroll taxes through December 31, 2020 of
$18,887. Of this amount, half was remitted in December 2021 and the remaining half was remitted in December 2022.
The Company is routinely examined by federal and state tax authorities. The Internal Revenue Service completed
an examination of the Company’s U.S. income tax returns for fiscal years 2017, 2018 and 2019, which resulted in a
settlement. The Company is subject to examination by the Internal Revenue Service from fiscal year 2020 to present. With
limited exceptions, the Company is no longer subject to state income tax examinations prior to fiscal year 2020. The
Company is also subject to examinations in various foreign jurisdictions. The statute of limitations may vary by
jurisdiction.
The Company has reinvested an immaterial amount of undistributed earnings of its foreign subsidiaries and may
be subject to additional foreign withholding taxes and U.S. state income taxes if it reverses its indefinite reinvestment
assertion on these foreign earnings in the future. All other outside basis differences not related to earnings were immaterial
to account for at this period of time and are currently considered as being permanent in duration.
9. ACCRUED LIABILITIES
Accrued liabilities consist of the following:
Accrued payroll and fringe
Accrued bonus
Accrued sales, property and income taxes
Accrued sales and rebates
Accrued restructuring and other costs
Accrued dividend equivalents
Accrued freight
Accrued repurchases of common stock
Accrued fees related to the Reclassification
Accrued ERC claims
Accrued other
Total accrued liabilities
September 2,
2023
39,717 $
17,243
13,116
40,586
1,137
4,975
4,905
8,494
5,575
5,129
31,157
172,034 $
September 3,
2022
48,078
31,961
12,377
32,472
2,714
5,843
5,144
—
—
—
25,737
164,326
$
$
60
10. DEBT
Debt at September 2, 2023 and September 3, 2022 consisted of the following:
Amended Revolving Credit Facility
Uncommitted Credit Facilities
Long-Term Note Payable
Private Placement Debt:
2.65% Senior Notes, Series A, due July 28, 2023
2.90% Senior Notes, Series B, due July 28, 2026
3.79% Senior Notes, due June 11, 2025
2.60% Senior Notes, due March 5, 2027
3.04% Senior Notes, due January 12, 2023 (1)
2.40% Series 2019A Notes, due March 5, 2024 (1)
Financing arrangements
Less: Unamortized debt issuance costs
Total debt, excluding obligations under finance leases
Less: Current portion
$
September 2,
2023
50,000
180,000
4,750
$
September 3,
2022
245,000
200,000
4,750
—
100,000
20,000
50,000
—
50,000
127
(1,026)
453,851
(229,686) (2)
224,165
$
75,000
100,000
20,000
50,000
50,000
50,000
88
(1,426)
793,412
(324,684) (3)
468,728
Total long-term debt, excluding obligations under finance leases
$
(1) Represents private placement debt issued under the Shelf Facility Agreements.
(2) Consists of $180,000 from the Uncommitted Credit Facilities (as defined below), $50,000 from the 2.40% Series 2019A Notes, due March 5, 2024, $37 from financing arrangements and net of
unamortized debt issuance costs of $351 expected to be amortized in the next 12 months.
(3) Consists of $200,000 from the Uncommitted Credit Facilities, $50,000 from the 3.04% Senior Notes, due January 12, 2023, $75,000 from the 2.65% Senior Notes, Series A, due July 28, 2023, $88 from
financing arrangements and net of unamortized debt issuance costs of $404 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, 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. Depending on the interest period the Company
selects, interest may be payable every one, two or three months. Interest is reset at the end of each interest period. 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 request 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 $5,269 at
both September 2, 2023 and September 3, 2022.
Uncommitted Credit Facilities
During fiscal year 2023, the Company extended all three of its uncommitted credit facilities. These facilities
(collectively, the “Uncommitted Credit Facilities” and, together with the Amended Revolving Credit Facility, the “Credit
Facilities”) total $203,000 in aggregate maximum uncommitted availability, under which $180,000 and $200,000 were
outstanding at September 2, 2023 and September 3, 2022, respectively, and are included in Current portion of debt
including obligations under finance leases in the 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
61
may not do so in the future. 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.
Because the interest rates on the Uncommitted Credit Facilities have recently been lower than the interest rates
which are available on the Company’s other sources of financing, the Company has used, and intends to use in the future,
the Uncommitted Credit Facilities for opportunistic refinancing of the Company’s existing indebtedness. The Company
does not presently view the Uncommitted Credit Facilities as sources of incremental debt financing of the Company due to
the uncommitted nature of the Uncommitted Credit Facilities, but reserves the right to use the Uncommitted Credit
Facilities to incur additional debt where it considers it appropriate under the then-existing credit market conditions.
During fiscal year 2023, the Company borrowed an aggregate $333,000 and repaid an aggregate $548,000 under
the Credit Facilities. As of September 2, 2023 and September 3, 2022, the weighted-average interest rates on borrowings
under the Credit Facilities were 6.17% and 3.42%, 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.
In July 2023, the Company paid $75,000 to satisfy its obligation on the 2.65% Senior Notes, Series A, due
July 28, 2023, associated with the Private Placement Debt.
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 September 2, 2023, $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.
In January 2023, the Company paid $50,000 to satisfy its obligation on the 3.04% Senior Notes, due January 12,
2023, associated with the Prudential Note Purchase Agreement.
Covenants
Each of the Credit Facilities, the Private Placement Debt and the Shelf Facility Agreements imposes several
restrictive covenants, including the requirement that the Company maintain (i) a maximum consolidated leverage ratio of
total indebtedness to EBITDA (earnings before interest expense, taxes, depreciation, amortization and stock-based
compensation) of no more than 3.00 to 1.00 (or, at the election of the Company after it consummates a material acquisition,
a four-quarter temporary increase to 3.50 to 1.00) and (ii) a minimum consolidated interest coverage ratio of EBITDA to
total interest expense of at least 3.00 to 1.00, during the terms of the Credit Facilities, the Private Placement Debt and the
Shelf Facility Agreements. As of September 2, 2023, the Company was in compliance with the operating and financial
covenants of the Credit Facilities, the Private Placement Debt and the Shelf Facility Agreements.
62
Maturities of Long-Term Debt
Fiscal Year
2024
2025
2026
2027
2028
Thereafter
Total
11. LEASES
$
Maturities of
Long-Term Debt
50,000
20,000
150,000
50,000
—
4,750
274,750
$
The Company’s lease portfolio includes certain real estate (customer fulfillment centers, regional inventory
centers, warehouses and manufacturing locations), automobiles and other equipment. The determination of whether an
arrangement is, or contains, a lease is performed at the inception of the arrangement. Operating leases are recorded on the
balance sheet with operating lease assets representing the right to use the underlying asset for the lease term and operating
lease liabilities representing the obligation to make lease payments arising from the lease. For real estate leases, the
Company has elected the practical expedient which allows lease components and non-lease components, such as common
area maintenance, to be grouped as a single lease component. The Company has also elected the practical expedient which
allows leases with an initial term of 12 months or less to be excluded from the balance sheet.
The Company does not guarantee any residual value in its lease agreements, there are no material restrictions or
covenants imposed by lease arrangements, and there are no lease transactions with related parties. Real estate leases
typically include one or more options to extend the lease. The Company regularly evaluates the renewal options, and when
it is reasonably certain of exercise, the Company includes the renewal period in its lease term. The automobile leases
contain variable lease payments based on inception and subsequent interest rate fluctuations. When readily determinable,
the Company uses the interest rate implicit in its leases to discount lease payments. When the implicit rate is not readily
determinable, as is the case with substantially all of the real estate leases, the Company utilizes the incremental borrowing
rate. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized
basis to borrow an amount equal to the lease payments under similar terms. The rate for each lease was determined using
primarily the Company’s credit spread, the lease term and currency.
The components of lease cost for fiscal years 2023 and 2022 were as follows:
Operating lease cost
Variable lease cost (benefit)
Short-term lease cost
Finance lease cost:
Amortization of leased assets
Interest on leased liabilities
Total Lease Cost
For the Fiscal Years Ended
September 2,
2023
September 3,
2022
$
$
22,935 $
339
3,236
957
18
27,485 $
19,995
(355)
4,496
1,265
48
25,449
63
Supplemental balance sheet information relating to operating and finance leases is as follows:
Assets
Operating lease assets
Finance lease assets (1)
Total leased assets
Liabilities
Current
Operating
Finance
Noncurrent
Operating
Finance
Total lease liabilities
Classification
Operating lease assets
Property, plant and equipment, net
Current portion of operating lease liabilities
Current portion of debt including obligations
under finance leases
Noncurrent operating lease liabilities
Long-term debt including obligations under
finance leases
(1) Finance lease assets are net of accumulated amortization of $2,952 and $3,447 as of September 2, 2023 and September 3, 2022, respectively.
Weighted-average remaining lease term (in years)
Operating Leases
Finance Leases
Weighted-average discount rate
Operating Leases
Finance Leases
September 2,
2023
September 3,
2022
$
$
65,909 $
473
66,382 $
64,780
1,118
65,898
$
21,168 $
18,560
249
996
45,924
47,616
226
67,567 $
184
67,356
$
September 2,
2023
September 3,
2022
4.0
2.1
3.8 %
4.5 %
4.7
1.2
3.1 %
2.7 %
The following table sets forth supplemental cash flow information related to operating and finance leases:
Operating Cash Outflows from Operating Leases
Operating Cash Outflows from Finance Leases
Financing Cash Outflows from Finance Leases
Leased assets obtained in exchange for new lease liabilities:
Operating Leases
Finance Leases
For the Fiscal Years Ended
September 2,
2023
September 3,
2022
$
$
22,779 $
18
1,019
21,060 $
317
19,535
48
1,305
33,608
17
64
As of September 2, 2023, future lease payments were as follows:
Fiscal Year (1)
2024
2025
2026
2027
2028
Thereafter
Operating Leases Finance Leases
$
23,422 $
19,093
12,555
8,226
4,133
5,522
72,951
5,859
67,092 $
Total
23,697
19,219
12,666
8,226
4,133
5,522
73,463
5,896
67,567
275 $
126
111
—
—
—
512
37
475 $
Total Lease Payments
Less: Imputed Interest
Present Value of Lease Liabilities (2)
(1) Future lease payments by fiscal year are based on contractual lease obligations.
(2) Includes the current portion of $21,168 for operating leases and $249 for finance leases.
$
As of September 2, 2023, the Company’s future lease obligations which had not yet commenced were immaterial.
The Company has various arrangements for certain property it owns under which it is the lessor. These leases meet the
criteria for operating lease classification. Lease income associated with these leases is immaterial.
12. SHAREHOLDERS’ EQUITY
Common Stock Repurchases and Treasury Stock
On June 29, 2021, the Board of Directors of the Company (the “Board”) terminated the MSC Stock Repurchase
Plan, which was established during fiscal year 1999, and authorized a new share repurchase program (the “Share
Repurchase Program”) to purchase up to 5,000 shares of Class A Common Stock. There is no expiration date for the Share
Repurchase Program. As of September 2, 2023, the maximum number of shares of Class A Common Stock that may yet be
repurchased under the Share Repurchase Program was 3,724 shares. The Share Repurchase Program allows the Company
to repurchase shares at any time and in any increments it deems appropriate in accordance with Rule 10b-18 under the
Securities Exchange Act of 1934, as amended.
During fiscal years 2023 and 2022, the Company repurchased 1,034 shares and 363 shares, respectively, of Class
A Common Stock for $95,779 and $27,359, respectively. In fiscal years 2023 and 2022, from these totals, 976 shares and
300 shares, respectively, were immediately retired and 58 shares and 63 shares, respectively, were repurchased by the
Company to satisfy the Company’s associates’ tax withholding liability associated with its share-based compensation
program and are reflected at cost as treasury stock in the Consolidated Financial Statements for fiscal years 2023 and 2022.
Shares of Class A Common Stock purchased to satisfy the Company’s associates’ tax withholding liability
associated with its share-based compensation program did not reduce the number of shares that may be repurchased under
the Share Repurchase Program. The Company reissued 56 shares and 58 shares of Class A treasury stock during fiscal
years 2023 and 2022, respectively, to fund the Associate Stock Purchase Plan (as defined below) (see Note 13, “Associate
Benefit Plans”).
Common Stock
Each holder of Class A Common Stock is entitled to one vote for each share held of record on the applicable
record date on all matters presented to a vote of shareholders, including the election of directors. Holders of Class A
Common Stock have no cumulative voting rights or preemptive rights to purchase or subscribe for any stock or other
securities and there are no redemption or sinking fund provisions with respect to such stock.
Prior to the Reclassification (as defined below), we had an additional class of common stock outstanding: Class B
Common Stock. Class B Common Stock shares were convertible into shares of Class A Common Stock on a one-to-one
basis at any time at the option of the holder, and all shares of Class B Common Stock would convert into shares of Class A
Common Stock on a one-to-one basis upon the sale of transfer of such shares of Class B Common Stock to any person who
is not a member of the Jacobson or Gershwind families or any trust not established principally for members of the Jacobson
65
or Gershwind families or to any person who is not an executor, administrator or personal representative of an estate of a
member of the Jacobson or Gershwind families. Each holder of Class B Common Stock was entitled to 10 votes per share.
See Note 17, “Subsequent Events” for additional information related to the Reclassification.
Preferred Stock
The Company has authorized 5,000 shares of preferred stock. The Board has the authority to issue the shares of
preferred stock. Shares of preferred stock may have priority over Class A Common Stock with respect to dividend or
liquidation rights, or both. As of September 2, 2023, there were no shares of preferred stock issued or outstanding.
Cash Dividend
In 2003, the Board instituted a policy of paying regular quarterly cash dividends to the Company’s shareholders.
This policy is reviewed regularly by the Board. The Company expects its practice of paying quarterly cash dividends on its
common stock will continue, although the payment of future dividends is at the discretion of the Board and will depend
upon the Company’s earnings, capital requirements, financial condition and other factors.
On October 11, 2023, the Board declared a regular cash dividend of $0.83 per share, payable on November 28,
2023, to shareholders of record at the close of business on November 14, 2023. The dividend is expected to result in
aggregate payments of $47,510, based on the number of shares outstanding at October 6, 2023.
13. ASSOCIATE BENEFIT PLANS
The Company accounts for all stock-based payments in accordance with ASC Topic 718, “Compensation—Stock
Compensation,” as amended. Stock-based compensation expense included in Operating expenses for fiscal years 2023,
2022 and 2021 was as follows:
Stock options
Restricted stock units (1)
Performance share units (1)
Associate Stock Purchase Plan
Total
Deferred income tax benefit
Stock-based compensation expense, net
$
$
101 $
14,933
3,311
294
18,639
(4,619)
14,020 $
September 2,
2023
For the Fiscal Years Ended
September 3,
2022
August 28,
2021
2,285
13,976
1,233
227
17,721
(4,324)
13,397
1,261 $
14,810
2,883
310
19,264
(4,720)
14,544 $
(1)
Includes equity award acceleration costs associated with associate severance and separation.
2023 Omnibus Incentive Plan
At the Company’s annual meeting of shareholders held on January 25, 2023, the shareholders approved the MSC
Industrial Direct Co., Inc. 2023 Omnibus Incentive Plan (the “2023 Omnibus Incentive Plan”). The 2023 Omnibus
Incentive Plan replaced the MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan (the “Prior Plan”) and, beginning
January 25, 2023, all awards are granted under the 2023 Omnibus Incentive Plan. Awards under the 2023 Omnibus
Incentive Plan may be made in the form of stock options, stock appreciation rights, restricted stock, restricted stock units,
other share-based awards, and performance cash, performance shares or performance units. All outstanding awards under
the Prior Plan will continue to be governed by the terms of the Prior Plan. Upon approval of the 2023 Omnibus Incentive
Plan, the maximum aggregate number of shares of Class A Common Stock authorized to be issued under the 2023
Omnibus Incentive Plan was 2,186 shares.
66
Stock Options
A summary of the Company’s stock option activity for fiscal year 2023 is as follows:
Outstanding - beginning of year
Granted
Exercised
Canceled/Forfeited
Outstanding - end of year
Exercisable - end of year
Shares
Weighted-
Average Exercise
Price
614 $
—
(371)
(25)
218 $
218 $
78.96
—
77.31
80.40
81.60
81.60
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 fiscal years 2023, 2022 and
2021 was $4,393, $5,855 and $5,826, respectively. There were no unrecognized stock‑based compensation costs related to
stock options at September 2, 2023.
Stock option awards outstanding under the Company’s incentive plans have been granted at exercise prices that
are equal to the market value of Class A Common Stock on the date of grant. Such options generally vest over a period of
four years and expire at seven years after the grant date. The Company recognizes compensation expense ratably over the
vesting period, net of estimated forfeitures. The Company uses the Black-Scholes option-pricing model to estimate the fair
value of stock options granted. The Company discontinued its grants of stock options in fiscal year 2020.
Stock option awards outstanding as of September 2, 2023 had exercise prices ranging from $79.60 to $83.21. As
of September 2, 2023, there were 218 stock option awards outstanding and exercisable, with a weighted-average remaining
contractual life of 1.7 years, a weighted-average exercise price of $81.60 and an intrinsic value of $4,380.
Performance Share Units
In fiscal year 2020, the Company began granting performance share units (“PSUs”) as part of its long-term share-
based compensation program. PSUs cliff vest after a three-year performance period based on the achievement of specific
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 2023 Omnibus Incentive Plan and the
Prior Plan (based on target award amounts) at September 2, 2023:
Non-vested PSUs at the beginning of the year
Granted
PSU adjustment (1)
Vested
Canceled/Forfeited
Non-vested PSUs at the end of the year (2)
Shares
Weighted-
Average Grant
Date Fair Value
80.04
82.16
76.32
76.32
82.85
81.81
88 $
51
4
(26)
(5)
112 $
(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 116% of its target based on fiscal year 2020 through fiscal year 2022 financial results.
(2) Excludes approximately 12 shares of accrued incremental dividend equivalent rights on outstanding PSUs granted under the 2023 Omnibus Incentive Plan and the Prior Plan.
The fair value of each PSU is the closing stock price on the New York Stock Exchange (the “NYSE”) of Class A
Common Stock on the date of grant. PSUs are expensed over the three-year performance 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 those estimates. The Company uses historical data to estimate PSU forfeitures and records
stock-based compensation expense only for PSU awards that are expected to vest. Upon vesting, subject to the
achievement of specific performance goals, a portion of the PSU award may be withheld to satisfy the statutory income tax
67
withholding obligation, and the remaining PSUs will be settled in shares of Class A Common Stock. These awards accrue
dividend equivalents on the underlying PSUs (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, subject to the same performance vesting requirements. The
unrecognized share-based compensation cost related to the PSUs at September 2, 2023 was $3,711 and is expected to be
recognized over a weighted-average period of 1.4 years.
Restricted Stock Units
A summary of the Company’s non-vested restricted stock unit (“RSU”) award activity under the 2023 Omnibus
Incentive Plan and the Prior Plan for fiscal year 2023 is as follows:
Non-vested RSUs at the beginning of the year
Granted
Vested
Canceled/Forfeited
Non-vested RSUs at the end of the year (1)
Shares
Weighted-
Average Grant
Date Fair Value
79.71
82.23
79.23
80.90
80.98
448 $
215
(171)
(25)
467 $
(1) Excludes approximately 48 shares of accrued incremental dividend equivalent rights on outstanding RSUs granted under the 2023 Omnibus Incentive Plan and the Prior Plan.
The fair value of each RSU is the closing stock price on the NYSE of Class A Common Stock on the date of grant.
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 those estimates. The Company
uses historical data to estimate pre-vesting RSU forfeitures and records stock-based compensation expense only for RSU
awards that are expected to vest. Upon vesting, a portion of the RSU award may be withheld to satisfy the statutory income
tax withholding obligation, and the remaining RSUs will be settled in shares of Class A Common Stock. These awards
accrue dividend equivalents on the underlying 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 RSUs. The unrecognized share-based compensation cost
related to the RSUs at September 2, 2023 was $24,641 and is expected to be recognized over a weighted-average period of
2.4 years.
Associate Stock Purchase Plan
The Company has established the MSC Industrial Direct Co., Inc. Amended and Restated Associate Stock
Purchase Plan (the “Associate Stock Purchase Plan”), the terms of which qualified plan allow for eligible associates (as
defined in the Associate Stock Purchase Plan) to participate in the purchase of up to a maximum of five shares of Class A
Common Stock at a price equal to 90% of the closing price at the end of each stock purchase period. On January 15, 2015,
the shareholders of the Company approved an increase in the authorized but unissued shares of Class A Common Stock
reserved for sale under the Associate Stock Purchase Plan from 1,150 shares to 1,500 shares. As of September 2, 2023,
approximately 234 shares remained reserved for issuance under the Associate Stock Purchase Plan. During fiscal years
2023 and 2022, associates purchased approximately 56 shares and 58 shares, respectively, of Class A Common Stock at an
average per share price of $79.41 and $74.47, respectively.
Savings Plan
The Company maintains a defined contribution plan with both a profit sharing feature and a 401(k) feature, which
covers all associates who have completed at least one month of service with the Company. For fiscal years 2023, 2022 and
2021, the Company contributed $9,481, $9,019 and $7,952, respectively, to the plan. The Company contributions are
discretionary.
68
14. RESTRUCTURING AND OTHER COSTS
Optimization of Company Operations and Profitability Improvement
During fiscal years 2022 and 2023, the Company identified opportunities for improvements in its workforce
realignment, strategy and staffing, and increased its focus on performance management, to ensure it has the right skillsets
and number of associates to execute its long-term vision. As such, the Company extended voluntary and involuntary
severance and separation benefits to certain associates in order to facilitate its workforce realignment. In addition, the
Company engaged consultants to assist in reviewing the optimization of the Company’s operations and improving
profitability with executing on its Company-wide initiative, referred to as Mission Critical, through fiscal year 2023.
The following table summarizes restructuring and other costs:
Consulting-related costs
Associate severance and separation costs
Equity award acceleration costs associated with severance
Other exit-related costs
Total restructuring and other costs
$
$
For the Fiscal Years Ended
September 2,
2023
September 3,
2022
4,939 $
2,594
404
—
7,937 $
8,188
5,753
1,728
136
15,805
Liabilities associated with restructuring and other costs are included in Accrued expenses and other current
liabilities in the Consolidated Balance Sheets. The following table summarizes activity related to liabilities associated with
restructuring and other costs:
Balance as of August 28, 2021
Additions
Payments and other adjustments
Balance as of September 3, 2022
Additions
Payments and other adjustments
Balance as of September 2, 2023
15. ASSET IMPAIRMENTS
Consulting-
related costs
Associate
severance and
separation costs
Other exit-
related costs
Total
$
$
3,328 $
8,188
(10,676)
840
4,939
(5,679)
100 $
367 $
5,753
(4,246)
1,874
2,594
(3,431)
1,037 $
441 $
136
(577)
—
—
—
— $
4,136
14,077
(15,499)
2,714
7,533
(9,110)
1,137
Fiscal Year 2021 Personal Protective Equipment (“PPE”)-Related Inventory Write-Downs
In fiscal year 2021, the Company realized lower product margins as well as inventory write-downs, each as a
result of the COVID-19 pandemic, primarily due to the increased supply of competing products from manufacturers and an
expected inability to sell excess inventory of safety-related products ordered from manufacturers earlier in the COVID-19
pandemic. During fiscal year 2021, the Company incurred PPE-related inventory write-downs of $30,091 to reduce the
carrying value of certain PPE-related inventory to its net realizable value. These inventory write-downs were reflected in
the Consolidated Statement of Income for the fiscal year ended August 28, 2021. There were no such inventory write-
downs during fiscal years 2022 or 2023.
Fiscal Year 2021 Impairment Loss, Net
To meet anticipated demand for PPE products during the COVID-19 pandemic, the Company purchased products
from manufacturers outside its typical programs and under non-standard payment terms. Given the high demand for PPE
products and related challenges in sourcing PPE products as well as the imperative to quickly obtain such products based
on customer demand, the Company used a number of distributors and brokers to source PPE products. In September 2020,
the Company prepaid approximately $26,726 for the purchase of nitrile gloves to be sourced from manufacturers in Asia
and experienced significant delays in obtaining possession of this PPE. The Company evaluated the potential recoverability
69
of these assets and, as a result, recorded an impairment charge of $26,726 in the first quarter of fiscal year 2021 to reflect
the fact that the Company would not ultimately obtain this PPE or recover its related prepayment. This impairment charge
was reflected in the unaudited Condensed Consolidated Statement of Income during the first quarter of fiscal year 2021.
During the third quarter of fiscal year 2021, the Company entered into a legal settlement agreement with a vendor and, as a
result, received $20,840 of loss recovery related to this prepayment, which resulted in a net impairment charge of $5,886
for fiscal year 2021. The Company continues to pursue its legal avenues for recovery of the remaining loss.
16. COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company’s lease portfolio includes certain real estate (customer fulfillment centers, regional inventory
centers, warehouses and manufacturing locations), automobiles and other equipment. Refer to Note 11, “Leases” for more
information.
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.
17. SUBSEQUENT EVENTS
Subsequent to the fiscal year ended September 2, 2023, the Company repurchased and immediately retired 205
shares of Class A Common Stock for $19,823 under the Share Repurchase Program.
Reclassification
In October 2023, we completed our previously announced reclassification (the “Reclassification”) of the Common
Stock to eliminate the Class B Common Stock, effective at the time that the Company’s Amended and 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, 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 two individuals 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 to designate 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;
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; and
the transition to a “majority of the votes cast” standard for any election of directors that is not a contested
election.
70
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of the Company’s management, including the Company’s Chief
Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the Company’s disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of September 2, 2023. Based on that
evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of September 2, 2023,
such disclosure controls and procedures were effective in ensuring that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding
required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal
control over financial reporting includes those policies and procedures that:
(i)
(ii)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the Company’s assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with authorizations of the Company’s
management and directors; and
(iii)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of
September 2, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 Framework).
Based on this assessment, management determined that the Company maintained effective internal control over
financial reporting as of September 2, 2023.
Attestation Report of the Independent Registered Public Accounting Firm
The effectiveness of the Company’s internal control over financial reporting as of September 2, 2023 has been
audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears in
this Item under the heading “Report of Independent Registered Public Accounting Firm.”
71
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation
required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act that occurred during the quarter ended September 2,
2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
72
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of MSC Industrial Direct Co., Inc.
Opinion on Internal Control Over Financial Reporting
We have audited MSC Industrial Direct Co., Inc.’s internal control over financial reporting as of September 2, 2023, based
on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, MSC Industrial Direct Co., Inc. (the
Company) maintained, in all material respects, effective internal control over financial reporting as of September 2, 2023,
based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of September 2, 2023 and September 3, 2022, the
related consolidated statements of income, comprehensive income, shareholders’ equity and cash flows for each of the
three years in the period ended September 2, 2023, and the related notes and schedule and our report dated October 25,
2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides
a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Jericho, New York
October 25, 2023
73
ITEM 9B. OTHER INFORMATION.
Insider Trading Arrangements
On August 22, 2023, Kristen Actis-Grande, the Company’s Executive Vice President and Chief Financial Officer,
adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
Ms. Actis-Grande’s trading plan allows for the sale of the shares of Class A Common Stock received upon the vesting of
1,838 performance share units and 3,470 restricted stock units. Ms. Actis-Grande’s trading plan will expire on August 22,
2024.
None of our other directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or
terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in
Item 408 of Regulation S-K) during the quarter ended September 2, 2023.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Information called for by Item 10 is set forth under the headings “Election of Directors,” “Corporate Governance”
and “Information About Our Executive Officers” in the definitive proxy statement for the Company’s 2024 Annual
Meeting of Shareholders (the “Proxy Statement”), which is incorporated herein by this reference.
The Company has adopted a Code of Ethics (the “Code of Ethics”), which is intended to qualify as a “code of
ethics” within the meaning of Item 406 of Regulation S-K of the Exchange Act. The Code of Ethics applies to the
Company’s principal executive officer, principal financial officer, principal accounting officer and persons performing
similar functions. The Code of Ethics is available on the investor relations portion of the Company’s website,
https://investor.mscdirect.com.
The Company will disclose information pertaining to any amendment to, or waiver from, the provisions of the
Code of Ethics that apply to the Company’s principal executive officer, principal financial officer, principal accounting
officer or persons performing similar functions and that relate to any element of the Code of Ethics enumerated in the SEC
rules and regulations by posting this information on the investor relations portion of the Company’s website,
https://investor.mscdirect.com. The information on the Company’s website, or linked to or from the Company’s website, is
not incorporated by reference into, and does not constitute a part of, this Report or any other documents the Company files
with, or furnishes to, the SEC.
ITEM 11. EXECUTIVE COMPENSATION.
Information called for by Item 11 is set forth under the headings “Compensation Discussion and Analysis,”
“Executive Compensation,” “Corporate Governance” and “Compensation Committee Report” in the Proxy Statement,
which is incorporated herein by this reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
Information called for by Item 12 is set forth under the headings “Security Ownership of Certain Beneficial
Owners and Management” and “Equity Compensation Plan Information” in the Proxy Statement, which is incorporated
herein by this reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.
Information called for by Item 13 is set forth under the heading “Corporate Governance” in the Proxy Statement,
which is incorporated herein by this reference.
74
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Information called for by Item 14 is set forth under the heading “Ratification of the Appointment of Independent
Registered Public Accounting Firm” in the Proxy Statement, which is incorporated herein by this reference.
75
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)(1) Index to Financial Statements
PART IV.
Financial statements filed as a part of this Report are listed on the “Index to Consolidated Financial Statements” at page 36
herein.
(a)(2) Financial Statement Schedules
For the three fiscal years ended September 2, 2023.
Schedule II—Valuation and Qualifying Accounts
Page
S-1
All other schedules have been omitted because the information is not applicable or is presented in the Consolidated
Financial Statements or Notes thereto.
(a)(3) Exhibits
Reference is made to Item 15(b) below.
(b) Exhibits
The Exhibit Index, which immediately precedes the signature page, is incorporated by reference into this Report.
(c) Financial Statement Schedules
Reference is made to Item 15(a)(2) above.
ITEM 16. FORM 10-K SUMMARY.
None.
76
Exhibit
No.
3.1
3.2
4.1
EXHIBIT INDEX
Description
Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant’s Current Report on Form 8-K filed on October 5, 2023 (File No. 001-14130)).
Third Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the
Registrant’s Current Report on Form 8-K filed on October 5, 2023 (File No. 001-14130)).
Description of the Registrant’s Securities (incorporated by reference to Exhibit 99.2 to the Registrant’s
Current Report on Form 8-K filed on October 5, 2023 (File No. 001-14130)).
4.2 Specimen Class A Common Stock Certificate.(P)
4.3
Amended and Restated Note Purchase Agreement, dated April 14, 2017, by and among the Registrant
and the noteholders named therein (incorporated by reference to Exhibit 10.2 to the Registrant’s Current
Report on Form 8-K filed on April 18, 2017 (File No. 001-14130)).
4.4 Form of 2.90% Senior Note, Series B, due July 28, 2026 (included in Exhibit 4.3).
10.1
Credit Agreement, dated as of April 14, 2017, by and among the Registrant, the several banks and other
financial institutions or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as
administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on
Form 8-K filed on April 18, 2017 (File No. 001‐14130)).
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Amendment No. 1 to Credit Agreement, dated as of August 24, 2021, by and among the Registrant, the
subsidiary guarantors party thereto, the lenders and issuing lenders party thereto, and JPMorgan Chase
Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current
Report on Form 8-K filed on August 30, 2021 (File No. 001‐14130)).
Amendment No. 2 to Credit Agreement, dated as of May 31, 2023, by and between the Registrant and
JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 3, 2023 (File No. 001-14130)).
Note Purchase and Private Shelf Agreement, dated January 12, 2018, by and between the Registrant and
MetLife Investment Advisors, LLC and/or one or more of its affiliates or related funds, as purchasers
thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8‐K
filed on January 17, 2018 (File No. 001-14130)).
Note Purchase and Private Shelf Agreement, dated January 12, 2018, by and between the Registrant and
PGIM, Inc. and/or one or more of its affiliates or related funds, as purchasers thereunder (incorporated by
reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on January 17, 2018 (File
No. 001-14130)).
Receivables Purchase Agreement, dated as of December 19, 2022, by and among the Registrant, as initial
master servicer, MSC A/R Holding Co., LLC, as seller, Wells Fargo Bank, National Association, as
administrative agent, and the purchasers from time to time party thereto (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 20, 2022 (File No. 001-
14130)).
Receivables Sale Agreement, dated as of December 19, 2022, by and between MSC A/R Holding Co.,
LLC, as SPE, and Sid Tool Co., Inc., as originator (incorporated by reference to Exhibit 10.2 to the
Registrant’s Current Report on Form 8-K filed on December 20, 2022 (File No. 001-14130)).
MSC Industrial Direct Co., Inc. Amended and Restated Associate Stock Purchase Plan (incorporated by
reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
February 27, 2021 (File No. 001-14130)).†
MSC Industrial Direct Co., Inc. 2005 Omnibus Incentive Plan, as amended through November 13, 2014
(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the
quarter ended November 29, 2014 (File No. 001-14130)).†
10.10
Form of Non-Qualified Stock Option Agreement under the MSC Industrial Direct Co., Inc. 2005
Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report
on Form 10-Q for the quarter ended February 26, 2011 (File No. 001-14130)).†
77
Exhibit
No.
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
Description
Form of First Amendment to Non-Qualified Stock Option Agreement under the MSC Industrial Direct
Co., Inc. 2005 Omnibus Incentive Plan (2013 grant) (incorporated by reference to Exhibit 10.1 to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 30, 2020 (File No. 001-14130)).†
Form of First Amendment to Non-Qualified Stock Option Agreement under the MSC Industrial Direct
Co., Inc. 2005 Omnibus Incentive Plan (2014 grant) (incorporated by reference to Exhibit 10.2 to the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 30, 2020 (File No. 001-14130)).†
MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit
99.01 to the Registrant’s Registration Statement on Form S-8 filed on January 15, 2015 (File No. 333-
201522)).†
Form of Non-Qualified Stock Option Agreement under the MSC Industrial Direct Co., Inc. 2015
Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report
on Form 10-Q for the quarter ended November 28, 2015 (File No. 001-14130)).†
Form of Restricted Stock Unit Agreement under the MSC Industrial Direct Co., Inc. 2015 Omnibus
Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form
10-Q for the quarter ended November 28, 2015 (File No. 001-14130)).†
Form of Performance Share Unit Award Agreement under the MSC Industrial Direct Co., Inc. 2015
Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report
on Form 10-Q for the quarter ended November 30, 2019 (File No. 001-14130)). †
MSC Industrial Direct Co., Inc. 2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1
to the Registrant’s Current Report on Form 8-K filed on January 26, 2023 (File No. 001-14130)).†
Form of Restricted Stock Unit Agreement for Non-Executive Directors under the MSC Industrial Direct
Co., Inc. 2023 Omnibus Incentive Plan.*†
MSC Executive Severance Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current
Report on Form 8-K filed on October 27, 2016 (File No. 001-14130)). †
MSC Industrial Direct Co., Inc. Executive Change in Control Severance Plan (incorporated by reference
to Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 1,
2018 (File No. 001-14130)).†
Relocation Policy (incorporated by reference to Exhibit 10.02 to the Registrant’s Current Report on Form
8-K filed on March 30, 2011 (File No. 001-14130)).†
Relocation Reimbursement Agreement & Policy Acknowledgment Form (incorporated by reference to
Exhibit 10.03 to the Registrant’s Current Report on Form 8-K filed on March 30, 2011 (File No. 001-
14130)).†
Form of Director and Executive Officer Indemnification Agreement (incorporated by reference to Exhibit
10.1 to the Registrant’s Current Report on Form 8-K filed on January 25, 2016 (File No. 001-14130)).†
Summary of Non-Executive Directors’ Compensation (incorporated by reference to Exhibit 10.12 to the
Registrant’s Annual Report on Form 10-K for the fiscal year ended September 1, 2018 (File No. 001-
14130)).†
Board Adviser Agreement, effective as of January 29, 2020, between the Registrant and Roger Fradin
(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the
quarter ended February 29, 2020 (File No. 001-14130)).
Kristen Actis-Grande Offer Letter, dated July 17, 2020 (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed on August 31, 2020 (File No. 001-14130)).†
Transition Agreement and General Release, dated September 7, 2022, by and between the Registrant and
Douglas E. Jones (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form
8-K/A filed on September 7, 2022 (File No. 001-14130)).†
Martina McIsaac Offer Letter, dated July 1, 2022 (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed on September 16, 2022 (File No. 001-14130)).†
78
Exhibit
No.
10.29
10.30
Description
Reclassification Agreement, dated as of June 20, 2023, by and among the Registrant and the shareholders
listed therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
filed on June 21, 2023 (File No. 001-14130)).
Registration Rights Agreement, dated as of October 4, 2023, by and among the Registrant and the
shareholders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report
on Form 8-K filed on October 5, 2023 (File No. 001-14130)).
19.1 MSC Industrial Direct Co., Inc. Insider Trading Policy.*
21.1 Subsidiaries of the Registrant.*
23.1 Consent of Ernst & Young LLP.*
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2
32.1
32.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.**
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.**
97.1 MSC Industrial Direct Co., Inc. Executive Incentive Compensation Recoupment Policy.*†
101.INS Inline XBRL Instance Document.*
101.SCH Inline XBRL Taxonomy Extension Schema Document.*
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*
(P)
*
**
†
Filed as an exhibit to the registrant’s Registration Statement on Form S-1, as amended (File No. 33-98832). This
exhibit was originally filed in paper format. Accordingly, a hyperlink has not been provided.
Filed herewith.
Furnished herewith.
Indicates a management contract or compensatory plan or arrangement.
79
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
MSC INDUSTRIAL DIRECT CO., INC.
By: /s/ ERIK GERSHWIND
Erik Gershwind
President and Chief Executive Officer
(Principal Executive Officer)
Dated: October 25, 2023
80
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ MITCHELL JACOBSON
Mitchell Jacobson
Non-Executive Chairman of the Board of
Directors
October 25,
2023
October 25,
2023
October 25,
2023
October 25,
2023
October 25,
2023
October 25,
2023
October 25,
2023
October 25,
2023
October 25,
2023
/s/ ERIK GERSHWIND
President and Chief Executive Officer
Erik Gershwind
and Director (Principal Executive Officer)
/s/ KRISTEN ACTIS-GRANDE
Executive Vice President and Chief
Kristen Actis-Grande
Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
/s/ LOUISE GOESER
Louise Goeser
/s/ MICHAEL KAUFMANN
Michael Kaufmann
/s/ STEVEN PALADINO
Steven Paladino
/s/ PHILIP PELLER
Philip Peller
/s/ RAHQUEL PURCELL
Rahquel Purcell
/s/ RUDINA SESERI
Rudina Seseri
Director
Director
Director
Director
Director
Director
81
MSC INDUSTRIAL DIRECT CO., INC.
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Balance at
Beginning of
Year
Charged to
Costs and
Expenses
Charged to
Other
Accounts
Deductions (1)
Balance at
End of Year
$
Description
Deducted from asset accounts:
For the fiscal year ended August 28, 2021
Allowance for credit losses (2)
Deducted from asset accounts:
For the fiscal year ended September 3,
2022 Allowance for credit losses (2)
Deducted from asset accounts:
For the fiscal year ended September 2,
2023 Allowance for credit losses (2)
(1) Comprised of uncollected accounts charged against the allowance.
(2) Included in accounts receivable.
$
$
18,249 $
18,416 $
20,771 $
8,181 $
— $
8,014 $
18,416
9,806 $
— $
7,451 $
20,771
10,275 $
— $
8,299 $
22,747
S-1
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DEAR SHAREHOLDERS
In fiscal year 2023, our company continued building
upon a track record of successful execution by
delivering another year of strong growth and
operational excellence. Despite a complex macro
environment, which became more uncertain as the
fiscal year progressed, we delivered strong growth in
average daily sales (ADS) of 11.2% and outpaced the
Industrial Production (IP) Index by more than 1,000
basis points. This growth was fueled by the continued
expansion across several areas of our business through
the execution of our Mission Critical initiatives.
Within our solutions offerings, we continued to
capture market share with ADS growth in the mid- and
high-teens through vending and In-Plant solutions,
respectively. In our Public Sector channel, we made
significant progress by securing new wins that drove
related sales growth above 45% and we continue
to see plenty of runway for future growth. Within
E-commerce, we strengthened our digital presence
through an exclusive agreement with MachiningCloud
that brings MSC closer to the earlier manufacturing
stages of our customers. Additionally, E-commerce
ADS grew 10% in the fiscal year.
We made strategic inorganic investments for long-
term growth through the acquisitions of Buckeye
Industrial Supply and Tru-Edge Grinding that expanded
our geographical reach and service capabilities. Early
results are encouraging, and we are making great
progress integrating these businesses into the MSC
platform. Looking ahead, our M&A strategy will focus
on acquisitions that fit within our strategic, financial,
and cultural filters to drive further shareholder value.
leveraging our portfolio strengths and metalworking
expertise, expanding solutions, growing E-commerce,
and diversifying the business. We also demonstrated
our confidence in the company’s trajectory, foundational
strengths, and “Built To Make You Better” brand
promise by establishing three-year performance targets.
We achieved notable growth in several areas across
the business with compounded annual growth rates
(CAGRs) over the three-year period of 10% across
our vending installed base, 35% in sales through
In-Plant customer locations, and 9% in both Class C
consumable products and E-commerce sales. We
also made significant progress in our diversification
efforts with Public Sector sales growing at a 7% CAGR
over the three-year period and currently represents
approximately 10% of company sales. Additionally,
we saw improvement in metalworking as related
sales produced a 9% CAGR over the past three years.
Lastly, it’s worth noting that we strengthened our
metalworking position by adding new technologies
eliminated its dual-class share structure. We strongly
believe this decision will broaden our scope of
investors and ultimately make MSC a more attractive
investment. Our family retains a large economic stake
in the company and is confident in MSC’s future.
Looking ahead, although our initial Mission Critical
program was successfully completed, we are not
pressing pause. The next phase of our Mission Critical
strategy will be a transformation journey that takes a
continuous improvement mindset across three pillars,
one of which includes maintaining initial Mission
Critical program momentum. Additionally, we will be
adding new elements of growth, including reenergizing
our core customer base through strategic actions such
as improving our E-commerce experience. Lastly, we
will focus on optimizing our cost to serve customers by
improving network performance and productivity.
This strategy resonates well with the growing
drumbeat inside the organization as demonstrated by
the recent associate engagement pulse score in the top
decile. Our strategic direction, combined with MSC’s
strong culture, gives me a great deal of confidence in
our ability to generate longstanding profitable growth
and strengthen MSC’s position as a mission critical
As many of you may recall, in fiscal year 2020, we
and capabilities such as MSC MillMax® and tool
introduced our Mission Critical program with a focus
regrinding services. Together, this growth drove total
on improving profitability and market share capture by
company ADS to perform 570 basis points above
partner across the North American manufacturing
Report on Form 10-K.
Note: Please see “Cautionary Note Regarding Forward-Looking
Statements” beginning on page 1 of the accompanying Annual
$4.0B
Net Sales
8%
20-Yr Sales CAGR
11%
20-Year EPS CAGR
>900M
Returned to Shareholders
(over the last 3 years)
the IP index, well above our stated goal of 400 basis
landscape, including high-growth areas that require
points. Combined with over $100 million in achieved
our technical expertise, such as aerospace, medical,
cost savings, this year’s diluted earnings per share of
and electric vehicle markets.
$6.11, improved 35% over the three-year period or 11%
compounded annually. Our strong performance in fiscal
year 2023 resulted in us achieving every three-year
Mission Critical performance target presented in fiscal
2020, a significant milestone for MSC as we continue to
reshape into a more efficient and profitable company.
In closing, I am beyond grateful to be working with
such an amazing team of over 7,000 colleagues who
have all played a tremendous role in reinventing MSC
into a mission critical partner. I would like to thank
each of our associates as well as our customers and
suppliers for their trust and partnership. We believe
We achieved another milestone this year in taking
the future is bright at MSC and I look forward to
steps to improve our governance structure. In October
updating you throughout the year on our progress in
2023, MSC completed the reclassification transaction
executing on our company’s momentum and creating
with its controlling family, including myself, and
value for all stakeholders.
CORPORATE INFORMATION
BOARD OF DIRECTORS
Erik Gershwind
Louise Goeser
Mitchell Jacobson
Michael Kaufmann
Steven Paladino
Philip Peller
Rahquel Purcell
Rudina Seseri
President and Chief Executive Officer
Chief Executive Officer
Non-Executive Chairman of the Board
Former Chief Executive Officer
Retired Executive Vice President and Chief Financial Officer
Retired Partner
Chief Transformation Officer, North America
Founder and Managing Partner
MSC Industrial Supply Co.
LKG Enterprises
MSC Industrial Supply Co.
Cardinal Health, Inc.
Henry Schein, Inc.
Arthur Andersen LLP
L’Oréal S.A.
Glasswing Ventures, LLC
Respectfully,
Erik Gershwind
President and Chief Executive Officer
EXECUTIVE OFFICERS
Erik Gershwind
Kristen Actis-Grande
Elizabeth Bledsoe
Neal Dongre
John Hill
Martina McIsaac
Kimberly Shacklett
President and Chief Executive Officer
Executive Vice President and Chief Financial Officer
Senior Vice President and Chief People Officer
Vice President, General Counsel and Corporate Secretary
Senior Vice President and Chief Digital Information Officer
Executive Vice President and Chief Operating Officer
Senior Vice President, Sales & Customer Success
CORPORATE INFORMATION
Annual Meeting
The 2024 Annual Meeting of
Shareholders will be held virtually
via live audio webcast on Wednesday,
January 24, 2024 at 9:00 a.m. (ET).
Company Headquarters
MSC Industrial Supply Co.
515 Broadhollow Road, Suite 1000
Melville, New York 11747
MSC Industrial Supply Co.
525 Harbour Place Drive
Davidson, North Carolina 28036
Website
www.mscdirect.com
Investor Relations Contact
Ryan Mills
MSC Industrial Supply Co.
704.987.5231
Copies of our Annual Report on
Form 10-K for the fiscal year ended
September 2, 2023 are downloadable
at https://investor.mscdirect.com/
annual-reports and available
without charge, upon request.
Independent Registered Public
Accounting Firm
Ernst & Young LLP
Jericho, New York
Legal Counsel
Moore & Van Allen PLLC
Charlotte, North Carolina
Registrar and Transfer Agent
MSC Industrial Supply Co.
c/o Computershare Investor Services
PO Box 43006
Providence, Rhode Island 02940-3006
Common Stock Listed
MSC Industrial Supply Co.’s Class A
Common Stock is traded on the
New York Stock Exchange under
the symbol “MSM.”
Dividend Policy
MSC has instituted a policy of regular
quarterly cash dividends to shareholders.
Currently, the quarterly dividend
rate is $0.83 per share, or $3.32
per share annually.
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$4.00
MISSION CRITICAL
PARTNERSHIPS
DRIVING VALUE
MSC INDUSTRIAL SUPPLY CO.
515 Broadhollow Road, Suite 1000
Melville, New York 11747
516.812.2000
www.mscdirect.com
NYSE listed: MSM
2023 ANNUAL REPORT
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$4.50
$3.50
$3.00
$2.50
$7.00
$6.00
$4.50
$5.00
$4.00
$4.00
$3.00
$2.00
$3.00
$1.00
$2.50
$500
$7.00
$400
$6.00
$300
$5.00
$4.00
$200
$3.00
$100
$2.00
$1.00
$800
$500
$600
$400
$400
$300
$200
$200
$0
$100
$800
$600
$400
$200
$0
NET SALES (IN BILLIONS)
2021
2022
2023
NET SALES (IN BILLIONS)
DILUTED EARNINGS PER SHARE
DRIVING VALUE WITH MISSION CRITICAL PARTNERSHIPS
NET SALES (IN BILLIONS)
For over 80 years, we have been helping manufacturers be the best that they can be.
Being Mission Critical means being core to our customers, being extremely connected
$4.00
to their businesses and helping to drive their success. We partner with all sizes of
businesses to drive growth, productivity and savings. Thank you to our dedicated team
of more than 7,000 associates who all play an important role in helping MSC be a
$3.50
mission critical partner.
2021
2022
2023
2021
2022
2023
2021
2022
2023
DILUTED EARNINGS PER SHARE
OPERATING INCOME (IN MILLIONS)
NET SALES (IN BILLIONS)
DILUTED EARNINGS PER SHARE
2021
2022
2023
2021
2022
2023
2021
2022
2023
2021
2022
2023
OPERATING INCOME (IN MILLIONS)
CASH FLOW FROM OPERATIONS
(IN MILLIONS)
DILUTED EARNINGS PER SHARE
OPERATING INCOME (IN MILLIONS)
2021
2022
2023
2021
2022
2023
2021
2022
2023
2021
2022
2023
CASH FLOW FROM OPERATIONS
(IN MILLIONS)
OPERATING INCOME (IN MILLIONS)
CASH FLOW FROM OPERATIONS
(IN MILLIONS)
2021
2022
2023
2021
2022
2023
2021
2022
2023
CASH FLOW FROM OPERATIONS
(IN MILLIONS)
2021
2022
2023
$4.50
$3.50
$3.00
$2.50
$7.00
$6.00
$4.50
$5.00
$4.00
$4.00
$3.00
$3.50
$2.00
$3.00
$1.00
$2.50
$500
$7.00
$400
$6.00
$300
$5.00
$4.00
$200
$3.00
$100
$2.00
$1.00
$800
$500
$600
$400
$400
$300
$200
$200
$0
$100
$800
$600
$400
$200
$0