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0001003078FALSE00010030782023-04-042023-04-04



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 4, 2023
___________________________________
MSC INDUSTRIAL DIRECT CO., INC.
(Exact name of registrant as specified in its charter)
___________________________________

New York
(State or other jurisdiction of
incorporation)
1-14130
(Commission File Number)
11-3289165
(IRS Employer Identification No.)
515 Broadhollow Road, Suite 1000, Melville , New York
11747
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (516) 812-2000

Not Applicable
(Former name or former address, if changed since last report)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share MSM New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐





Item 2.02. Results of Operations and Financial Condition
On April 4, 2023, MSC Industrial Direct Co., Inc. issued a press release announcing financial results for its fiscal 2023 second quarter ended March 4, 2023. A copy of the press release is furnished with this report as Exhibit 99.1.
The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits
(d) Exhibits:

104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
2



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


MSC INDUSTRIAL DIRECT CO., INC.
Date: April 4, 2023
By:
/s/ KRISTEN ACTIS-GRANDE
Name:
Kristen Actis-Grande
Title:
Executive Vice President and Chief Financial Officer
3
EX-99.1 2 pressreleaseq2442023.htm EX-99.1 Document
Exhibit 99.1
image.jpg
NEWS

MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 SECOND QUARTER RESULTS

FISCAL 2023 Q2 HIGHLIGHTS

•Net sales of $961.6 million increased 11.5% YoY, 11 percentage points above the Industrial Production (IP) Index
•Operating income of $114.3 million, or $117.2 million adjusted to exclude acquisition-related costs, share reclassification proposal costs and restructuring and other costs1
•Operating margin of 11.9%, or 12.2% excluding the adjustments described above1
•Diluted EPS of $1.41 vs. $1.25 in the prior fiscal year quarter
•Adjusted diluted EPS of $1.45 vs. $1.29 in the prior fiscal year quarter1
•Repurchased over 150,000 shares during the quarter at an average purchase price per share of $81.76

MELVILLE, NY and DAVIDSON, NC, APRIL 4, 2023 - MSC INDUSTRIAL SUPPLY CO. (NYSE: MSM), "MSC," “MSC Industrial” or the "Company," a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (MRO) products and services, today reported financial results for its fiscal 2023 second quarter ended March 4, 2023.

Financial Highlights2
FY23 Q2 FY22 Q2 Change FY23 YTD FY22 YTD Change
Net Sales $ 961.6  $ 862.5  11.5  % $ 1,919.4  $ 1,711.1  12.2  %
Income from Operations $ 114.3  $ 97.2  17.6  % $ 230.3  $ 187.9  22.6  %
Operating Margin 11.9  % 11.3  % 12.0  % 11.0  %
Net Income Attributable to MSC $ 79.1  $ 69.9  13.2  % $ 160.5  $ 136.0  18.0  %
Diluted EPS $ 1.41 
(3)
$ 1.25 
(4)
12.8  % $ 2.86 
(3)
$ 2.43 
(4)
17.7  %
 
Adjusted Financial Highlights 2
FY23 Q2 FY22 Q2 Change FY23 YTD FY22 YTD Change
Net Sales $ 961.6  $ 862.5  11.5  % $ 1,919.4  $ 1,711.1  12.2  %
Adjusted Income from Operations 1
$ 117.2  $ 100.3  16.8  % $ 235.4  $ 196.3  19.9  %
Adjusted Operating Margin 1
12.2  % 11.6  % 12.3  % 11.5  %
Adjusted Net Income Attributable to MSC 1
$ 81.3  $ 72.3  12.5  % $ 164.3  $ 142.2  15.5  %
Adjusted Diluted EPS 1
$ 1.45 
(3)
$ 1.29 
(4)
12.4  % $ 2.93 
(3)
$ 2.54 
(4)
15.4  %

1 Represents a non-GAAP financial measure. An explanation and a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure are presented in the schedules accompanying this press release.
2 In millions except percentages and per share data or as otherwise noted.
3 Based on 56.0 million and 56.1 million diluted shares outstanding for FY23 Q2 and FY23 YTD, respectively.
4 Based on 56.0 million and 55.9 million diluted shares outstanding for FY22 Q2 and FY22 YTD, respectively.

Erik Gershwind, President and Chief Executive Officer, said, “We delivered a strong second quarter as successful execution across our initiatives continues to produce results. We delivered average daily sales growth approximately 11 percentage points higher than the IP Index and double-digit average daily sales growth for the fourth consecutive quarter. Looking ahead, we expect our outperformance against the IP Index to continue as we execute across our five growth drivers and take share by leveraging technical expertise to create operational benefits across our customer base.”

Kristen Actis-Grande, Executive Vice President and Chief Financial Officer, added, "Our performance this quarter was bolstered by the changes we are making to leverage company specific growth. Productivity was strong once again, which led to operating margin expansion as benefits from our Mission Critical initiatives continue to mitigate ongoing headwinds. Looking to the future, we have reoriented our category management focus to improve product and supplier assortment and streamline our cost position. We expect to begin seeing early benefits in late fiscal 2023 with most of the benefits materializing in fiscal 2024.

Gershwind concluded, “As we move into the back half of our fiscal 2023, there is growing momentum inside MSC which has us all excited about our future. The marketplace in which we operate has attractive dynamics and a significant total addressable market to support continued expansion. Our primary growth drivers and strong balance sheet highlight our competitive advantages to remain flexible in any operating environment with a long-term focus.”


MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 SECOND QUARTER RESULTS
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Mission Critical Update

We continued to make progress on each of our Mission Critical growth initiatives during the fiscal 2023 second quarter.

Solidify Metalworking
a.Over 150 metalworking and specialty sales experts driving customer productivity
b.Technical expertise fueled new customer wins in high growth end markets like Aerospace and Medical
Leverage Portfolio Strength
a.Class C consumable product category net sales grew low teens year over year in FY23 Q2
Expand Solutions (Vending, In-Plant and Vendor Managed Inventory)
a.Vending signings strong; vending machine net sales grew mid-teens and represent 15% of total Company net sales
b.In-Plant signings strong; In-Plant net sales grew nearly 20% and represent over 12% of total Company net sales
c.Total Solutions net sales represent over 56% of total Company net sales
Grow E-Commerce
a.E-Commerce net sales grew low teens year over year in FY23 Q2 and reached 62% of total Company net sales
Diversify Customers and End Markets
a.Public Sector, driven by both federal and state government contract wins, grew 20% year over year in FY23 Q2


Balance Sheet, Liquidity and Capital Allocation
a.Floating/fixed rate debt ratio now at 45/55
b.Top two priorities remain investing in the business and returning cash to shareholders through ordinary dividends
c.Next two priorities are tuck-in acquisitions and share buybacks
d.Share buybacks on hold pending share reclassification proposal

Fiscal 2023 Full Year Financial Outlook
Adjusted Operating Margin1
12.7%-13.3%
ADS Growth (YoY) 5.0%-9.0%
Gross Margins 40-70 bps YoY contraction
Depreciation and Amortization Expense $77M-$82M
Interest and Other Expense $33M-$38M
Operating Cash Flow Conversion2
>100%
Additional Mission Critical Savings $15M+
•Current net sales growth tracking to middle to high end of range
•Recently acquired companies expected to dilute gross margins by 40 to 50 bps and operating margins by ~30 bps
•Overall, gross margins expected to be higher in back half of fiscal year
•Adjusted operating expense as a percentage of net sales expected to improve in the back half of the year
•Adjusted operating margin tracking to middle of range

(1) Guidance provided is a non-GAAP figure presented on an adjusted basis. For further details see the Non-GAAP financial measures information presented in the schedules of this release.
(2) The Company defines Operating Cash Flow Conversion as Net cash provided by operating activities as a percentage of Net income. The Company’s management uses Operating Cash Flow Conversion to evaluate the Company’s operating performance, in particular how efficiently the Company turns its sales and profits into cash, and to assess the efficiency of the Company’s use of working capital. The Company believes Operating Cash Flow Conversion is useful to investors for the foregoing reasons and as a measure of the rate at which the Company converts its net income reported in accordance with GAAP to cash inflows, which helps investors assess whether the Company is generating sufficient cash flow to provide an adequate return.

Conference Call Information
MSC will host a conference call today at 8:30 a.m. EDT to review the Company’s fiscal 2023 second quarter results. The call, accompanying slides, and other operational statistics may be accessed at: https://investor.mscdirect.com. The conference call may also be accessed at 1-877-443-5575 (U.S.), 1-855-669-9657 (Canada) or 1-412-902-6618 (international).

An online archive of the broadcast will be available until May 4, 2023. The Company’s reporting date for fiscal 2023 third quarter results is scheduled for June 29, 2023.



MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 SECOND QUARTER RESULTS
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Contact Information
Investors: Media:
John G. Chironna Paul Mason
Vice President, Investor Relations and Treasurer Director, Corporate Communications
(704) 987-5231 (336) 817-2131


About MSC Industrial Supply Co.
MSC Industrial Supply Co. (NYSE:MSM) is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (MRO) products and services. We help our customers drive greater productivity, profitability and growth with approximately 2.2 million products, inventory management and other supply chain solutions, and deep expertise from more than 80 years of working with customers across industries. Our experienced team of approximately 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. For more information on MSC Industrial, please visit mscdirect.com.

Cautionary Note Regarding Forward-Looking Statements:
Statements in this press release may constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. All statements, other than statements of present or historical fact, that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, including statements about the future impact of COVID-19 on our business operations, results of operations and financial condition, expected future results, expected benefits from our investment and strategic plans and other initiatives, and expected future growth, profitability and return on invested capital, are forward-looking statements. The words “will,” “may,” “believes,” “anticipates,” “thinks,” “expects,” “estimates,” “plans,” “intends,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. In addition, any 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. The inclusion of any statement in this press release does not constitute an admission by MSC or any other person that the events or circumstances described in such statement are material. In addition, new risks may emerge from time to time and it is not possible for management to predict such risks or to assess the impact of such risks on our business or financial results. Accordingly, future results may differ materially from historical results or from those discussed or implied by these forward-looking statements. Given these risks and uncertainties, the reader should not place undue reliance on these forward-looking statements. These risks and uncertainties include, but are not limited to, the following: general economic conditions in the markets in which we operate; changing customer and product mixes; volatility in commodity and energy prices, the impact of prolonged periods of low, high and rapid inflation, and fluctuations in interest rates; competition, including the adoption by competitors of aggressive pricing strategies and 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 potential impact of the COVID-19 pandemic on our sales, operations and supply chain; the retention of key 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 business interruptions (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; the retention of qualified sales and customer service personnel and metalworking 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 interest rate uncertainty due to the London InterBank Offered Rate (LIBOR) reform; 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 or future litigation; goodwill and intangible assets recorded resulting from our acquisitions could be impaired; our common stock price may be volatile due to factors outside of our control; and the significant control that our principal shareholders exercise over us, which may result in our taking actions or failing to take actions which our other shareholders do not prefer. Additional information concerning these and other risks is described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual and Quarterly Reports on Forms 10-K and 10-Q, respectively, and in the other reports and documents that we file with the United States Securities and Exchange Commission. We expressly disclaim any obligation to update any of these forward-looking statements, except to the extent required by applicable law.
















MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 SECOND QUARTER RESULTS
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MSC INDUSTRIAL DIRECT CO., INC.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
March 4,
2023
September 3,
2022
ASSETS (unaudited)
Current Assets:
     Cash and cash equivalents $ 49,615  $ 43,537 
     Accounts receivable, net of allowance for credit losses 412,687  687,608 
     Inventories 747,470  715,625 
     Prepaid expenses and other current assets 104,996  96,853 
          Total current assets 1,314,768  1,543,623 
Property, plant and equipment, net 298,664  286,666 
Goodwill 718,179  710,130 
Identifiable intangibles, net 117,865  114,328 
Operating lease assets 64,299  64,780 
Other assets 10,680  9,887 
          Total assets $ 2,524,455  $ 2,729,414 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current portion of debt including obligations under finance leases $ 275,758  $ 325,680 
Current portion of operating lease liabilities 19,174  18,560 
Accounts payable 207,553  217,378 
Accrued expenses and other current liabilities 142,796  164,326 
Total current liabilities 645,281  725,944 
Long-term debt including obligations under finance leases 273,941  468,912 
Noncurrent operating lease liabilities 46,583  47,616 
Deferred income taxes and tax uncertainties 124,659  124,659 
Total liabilities $ 1,090,464  $ 1,367,131 
Commitments and Contingencies
Shareholders’ Equity:
     Preferred Stock —  — 
     Class A Common Stock 49  48 
     Class B Common Stock
     Additional paid-in capital 824,268  798,408 
     Retained earnings 725,826  681,292 
     Accumulated other comprehensive loss (20,437) (23,121)
     Class A treasury stock, at cost (108,781) (106,202)
          Total MSC shareholders’ equity 1,420,934  1,350,434 
     Noncontrolling interest $ 13,057  $ 11,849 
          Total shareholders’ equity 1,433,991  1,362,283 
          Total liabilities and shareholders’ equity $ 2,524,455  $ 2,729,414 




MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 SECOND QUARTER RESULTS
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MSC INDUSTRIAL DIRECT CO., INC.
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)

Thirteen Weeks Ended Twenty-Six Weeks Ended
March 4,
2023
February 26,
2022
March 4,
2023
February 26,
2022
Net sales $ 961,632  $ 862,522  $ 1,919,377  $ 1,711,069 
Cost of goods sold 564,937  496,247  1,124,883  992,198 
  Gross profit 396,695  366,275  794,494  718,871 
Operating expenses 280,630  265,973  560,325  522,554 
Restructuring and other costs 1,783  3,134  3,877  8,417 
  Income from operations 114,282  97,168  230,292  187,900 
Other income (expense):
  Interest expense (5,956) (3,617) (12,875) (7,345)
  Interest income 151  21  251  40 
  Other (expense) income, net (2,299) 91  (3,639) (322)
  Total other expense (8,104) (3,505) (16,263) (7,627)
     Income before provision for income taxes 106,178  93,663  214,029  180,273 
Provision for income taxes 26,863  23,509  53,502  43,862 
     Net income 79,315  70,154  160,527  136,411 
Less: Net income attributable to noncontrolling interest 175  223  73  413 
    Net income attributable to MSC Industrial $ 79,140  $ 69,931  $ 160,454  $ 135,998 
Per share data attributable to MSC Industrial:
Net income per common share:
  Basic $ 1.42  $ 1.25  $ 2.87  $ 2.44 
  Diluted $ 1.41  $ 1.25  $ 2.86  $ 2.43 
Weighted average shares used in computing
    net income per common share:
  Basic 55,880 55,799 55,885 55,664
   Diluted 56,001 55,971 56,074 55,945






















MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 SECOND QUARTER RESULTS
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MSC INDUSTRIAL DIRECT CO., INC.
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)

Thirteen Weeks Ended Twenty-Six Weeks Ended
March 4,
2023
February 26,
2022
March 4,
2023
February 26,
2022
Net income, as reported $ 79,315  $ 70,154  $ 160,527  $ 136,411 
Other comprehensive income, net of tax:
     Foreign currency translation adjustments 2,549  3,768  3,819  (1,224)
Comprehensive income 81,864  73,922  164,346  135,187 
Comprehensive income attributable to noncontrolling interest:
     Net income (175) (223) (73) (413)
     Foreign currency translation adjustments (800) (824) (1,135) 87 
Comprehensive income attributable to MSC Industrial $ 80,889  $ 72,875  $ 163,138  $ 134,861 


















































MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 SECOND QUARTER RESULTS
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MSC INDUSTRIAL DIRECT CO., INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Twenty-Six Weeks Ended
March 4,
2023
February 26,
2022
Cash Flows from Operating Activities:
Net income $ 160,527  $ 136,411 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 37,223  34,985 
Non-cash operating lease cost 9,883  8,012 
Stock-based compensation 9,969  10,189 
Loss on disposal of property, plant and equipment 249  230 
Provision for credit losses 5,490  4,245 
Deferred income taxes —  (341)
Changes in operating assets and liabilities:
Accounts receivable 273,835  (64,293)
Inventories (27,787) (34,024)
Prepaid expenses and other current assets (6,926) (8,358)
Operating lease liabilities (9,820) (8,136)
Other assets (552) (1,492)
Accounts payable and accrued liabilities (35,651) (20,007)
Total adjustments 255,913  (78,990)
Net cash provided by operating activities 416,440  57,421 
Cash Flows from Investing Activities:
Expenditures for property, plant and equipment (40,571) (31,179)
Cash used in business acquisitions, net of cash acquired (20,533) — 
Net cash used in investing activities (61,104) (31,179)
Cash Flows from Financing Activities:
Repurchases of Class A Common Stock (31,007) (4,813)
Payments of regular cash dividends (88,313) (83,586)
Proceeds from sale of Class A Common Stock in connection with associate stock purchase plan 2,332  2,259 
Proceeds from exercise of Class A Common Stock options 12,775  12,053 
Borrowings under credit facilities 208,000  184,000 
Payments under credit facilities (403,000) (134,500)
Borrowings under financing obligations 1,061  1,058 
Payments under Shelf Facility Agreements and Private Placement Debt (50,000) — 
Other, net (1,171) (1,387)
Net cash used in financing activities (349,323) (24,916)
Effect of foreign exchange rate changes on cash and cash equivalents 65  (108)
Net increase in cash and cash equivalents 6,078  1,218 
Cash and cash equivalents—beginning of period 43,537  40,536 
Cash and cash equivalents—end of period $ 49,615  $ 41,754 
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes $ 58,641  $ 63,909 
Cash paid for interest $ 10,327  $ 7,068 




MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 SECOND QUARTER RESULTS
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Non-GAAP Financial Measures

To supplement MSC’s unaudited selected financial data presented consistent with accounting principles generally accepted in the United States (“GAAP”), the Company discloses certain non-GAAP financial measures, including non-GAAP gross profit, non-GAAP operating expenses, non-GAAP income from operations, non-GAAP operating margin, non-GAAP incremental margin, non-GAAP provision for income taxes, non-GAAP net income and non-GAAP diluted earnings per share, that exclude acquisition-related costs, share reclassification proposal costs, restructuring and other costs and tax effects.

These non-GAAP financial measures are not presented in accordance with GAAP or an alternative for GAAP financial measures and may be different from similar non-GAAP financial measures used by other companies. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP financial measures and should only be used to evaluate MSC’s results of operations in conjunction with the corresponding GAAP financial measures.

This press release also includes certain forward-looking information that is not presented in accordance with GAAP. The Company believes that a quantitative reconciliation of such forward-looking information to the most directly comparable financial measure calculated and presented in accordance with GAAP cannot be made available without unreasonable efforts because a reconciliation of these non-GAAP financial measures would require the Company to predict the timing and likelihood of potential future events such as restructurings, M&A activity and other infrequent or unusual gains and losses. Neither the timing or likelihood of these events, nor their probable significance, can be quantified with a reasonable degree of accuracy. Accordingly, a reconciliation of such forward-looking information to the most directly comparable GAAP financial measure is not provided.

•Results Excluding Acquisition-Related Costs, Share Reclassification Proposal Costs and Restructuring and Other Costs

In calculating non-GAAP financial measures, we exclude acquisition-related costs, share reclassification proposal costs, restructuring and other costs, and tax effects. Management makes these adjustments to facilitate a review of the Company’s operating performance on a comparable basis between periods, for comparison with forecasts and strategic plans, for identifying and analyzing trends in the Company’s underlying business and for benchmarking performance externally against competitors. We believe that investors benefit from seeing results from the perspective of management in addition to seeing results presented in accordance with GAAP for the same reasons and purposes for which management uses such non-GAAP financial measures.

•Incremental Operating Margin

The Company defines Incremental Operating Margin as the change in year-over-year Income from Operations as a percentage of the change in year-over-year Net Sales and Adjusted Incremental Operating Margin as Incremental Operating Margin adjusted to exclude acquisition-related costs, share reclassification proposal costs and restructuring and other costs by excluding such items from Income from Operations. The Company’s management believes that Incremental Operating Margin is useful because it shows the direction that operating profit margins are moving as a result of changes in net sales between periods, and that, by excluding the aforementioned items, Adjusted Incremental Operating Margin helps to more clearly show, on a comparable basis between periods, trends in the Company’s underlying business and results of operations. The Company believes that investors benefit from seeing results from the perspective of management in addition to seeing results presented in accordance with GAAP for the same reasons and purposes for which management uses such non-GAAP financial measures







MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 SECOND QUARTER RESULTS
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MSC INDUSTRIAL DIRECT CO., INC.
Reconciliation of GAAP and Non-GAAP Financial Information
Thirteen Weeks Ended March 4, 2023
(In thousands, except percentages and per share data)
GAAP Financial Measure Items Affecting Comparability Non-GAAP Financial Measure
Total MSC Industrial Restructuring and Other Costs Acquisition-related Costs Share Reclassification Proposal Costs Adjusted Total MSC Industrial
Net Sales $ 961,632  $ —  $ —  $ —  $ 961,632 
Cost of Goods Sold 564,937  —  —  —  564,937 
Gross Profit 396,695  —  —  —  396,695 
Gross Margin 41.3  % —  —  —  41.3  %
Operating Expenses 280,630  —  244  876  279,510 
Operating Exp as % of Sales 29.2  % —  % —  % -0.1  % 29.1  %
Restructuring and Other Costs 1,783  1,783  —  —  — 
Income from Operations 114,282  (1,783) (244) (876) 117,185 
Operating Margin 11.9  % 0.2  % —  % 0.1  % 12.2  %
Total Other Expense (8,104) —  —  —  (8,104)
Income before provision for income taxes 106,178  (1,783) (244) (876) 109,081 
Provision for income taxes 26,863  (450) (62) (222) 27,597 
Net income 79,315  (1,333) (182) (654) 81,484 
Net income attributable to noncontrolling interest 175  —  —  —  175 
Net income attributable to MSC Industrial $ 79,140  $ (1,333) $ (182) $ (654) $ 81,309 
Net income per common share:
     Diluted $ 1.41  $ (0.02) $ —  $ (0.01) $ 1.45 

*Individual amounts may not agree to the total due to rounding.


MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 SECOND QUARTER RESULTS
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MSC INDUSTRIAL DIRECT CO., INC.
Reconciliation of GAAP and Non-GAAP Financial Information
Twenty-Six Weeks Ended March 4, 2023
(In thousands, except percentages and per share data)
GAAP Financial Measure Items Affecting Comparability Non-GAAP Financial Measure
Total MSC Industrial Restructuring and Other Costs Acquisition-related Costs Share Reclassification Proposal Costs Adjusted Total MSC Industrial
Net Sales $ 1,919,377  $ —  $ —  $ —  $ 1,919,377 
Cost of Goods Sold 1,124,883  —  —  —  1,124,883 
Gross Profit 794,494  —  —  —  794,494 
Gross Margin 41.4  % —  —  —  41.4  %
Operating Expenses 560,325  —  398  876  559,051 
Operating Exp as % of Sales 29.2  % —  % —  % —  % 29.1  %
Restructuring and Other Costs 3,877  3,877  —  —  — 
Income from Operations 230,292  (3,877) (398) (876) 235,443 
Operating Margin 12.0  % 0.2  % —  % —  % 12.3  %
Total Other Expense (16,263) —  —  —  (16,263)
Income before provision for income taxes 214,029  (3,877) (398) (876) 219,180 
Provision for income taxes 53,502  (973) (100) (220) 54,795 
Net income 160,527  (2,904) (298) (656) 164,385 
Net income attributable to noncontrolling interest 73  —  —  —  73 
Net income attributable to MSC Industrial $ 160,454  $ (2,904) $ (298) $ (656) $ 164,312 
Net income per common share:
     Diluted $ 2.86  $ (0.05) $ (0.01) $ (0.01) $ 2.93 

*Individual amounts may not agree to the total due to rounding.


MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 SECOND QUARTER RESULTS
11
            
MSC INDUSTRIAL DIRECT CO., INC.
Reconciliation of GAAP and Non-GAAP Financial Information
Thirteen and Twenty-Six Weeks Ended February 26, 2022
(In thousands, except percentages and per share data)
GAAP Financial Measure Items Affecting Comparability Non-GAAP Financial Measure
Total MSC Industrial Restructuring and Other Costs Adjusted Total MSC Industrial
Thirteen Weeks Ended Twenty-Six
Weeks Ended
Thirteen Weeks Ended Twenty-Six
Weeks Ended
Thirteen Weeks Ended Twenty-Six
Weeks Ended
Net Sales $ 862,522  $ 1,711,069  $ —  $ —  $ 862,522  $ 1,711,069 
Cost of Goods Sold 496,247  992,198  —  —  496,247  992,198 
Gross Profit 366,275  718,871  —  —  366,275  718,871 
Gross Margin 42.5  % 42.0  % 42.5  % 42.0  %
Operating Expenses 265,973  522,554  —  —  265,973  522,554 
Operating Exp as % of Sales 30.8  % 30.5  % —  —  30.8  % 30.5  %
Restructuring and Other Costs 3,134  8,417  3,134  8,417  —  — 
Income from Operations 97,168  187,900  (3,134) (8,417) 100,302  196,317 
Operating Margin 11.3  % 11.0  % -0.4  % -0.5  % 11.6  % 11.5  %
Total Other Expense (3,505) (7,627) —  —  (3,505) (7,627)
Income before provision for income taxes 93,663  180,273  (3,134) (8,417) 96,797  188,690 
Provision for income taxes 23,509  43,862  (787) (2,178) 24,296  46,040 
     Net income 70,154  136,411  (2,347) (6,239) 72,501  142,650 
     Net income attributable to noncontrolling interest 223  413  —  —  223  413 
     Net income attributable to MSC Industrial $ 69,931  $ 135,998  $ (2,347) $ (6,239) $ 72,278  $ 142,237 
Net income per common share:
     Diluted $ 1.25  $ 2.43  $ (0.04) $ (0.11) $ 1.29  $ 2.54 

*Individual amounts may not agree to the total due to rounding.








MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 SECOND QUARTER RESULTS
12
            
MSC INDUSTRIAL DIRECT CO., INC.
Reconciliation of GAAP and Non-GAAP Financial Information
Thirteen Weeks Ended March 4, 2023 and February 26, 2022
(In thousands, except percentages and per share data)
GAAP Financial Measure Items Affecting Comparability Non-GAAP Financial Measure
Total MSC Industrial Restructuring and Other Costs Acquisition-related Costs Share Reclassification Proposal Costs Adjusted Total MSC Industrial
Net Sales - thirteen weeks ended March 4, 2023 $ 961,632  —  —  —  $ 961,632 
Net Sales - thirteen weeks ended February 26, 2022 862,522  —  —  —  862,522 
Income from Operations - thirteen weeks ended March 4, 2023 114,282  (1,783) (244) (876) 117,185 
Income from Operations - thirteen weeks ended February 26, 2022 97,168  (3,134) —  —  100,302 
Incremental Operating Margin - thirteen weeks ended March 4, 2023 17.3  % (1.4) % 0.2  % 0.9  % 17.0  %









MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 SECOND QUARTER RESULTS
13
            
MSC INDUSTRIAL DIRECT CO., INC.
Reconciliation of GAAP and Non-GAAP Financial Information
Twenty-Six Weeks Ended March 4, 2023 and February 26, 2022
(In thousands, except percentages and per share data)
GAAP Financial Measure Items Affecting Comparability Non-GAAP Financial Measure
Total MSC Industrial Restructuring and Other Costs Acquisition-related Costs Share Reclassification Proposal Costs Adjusted Total MSC Industrial
Net Sales - twenty-six weeks ended March 4, 2023 $ 1,919,377  —  —  —  $ 1,919,377 
Net Sales - twenty-six weeks ended February 26, 2022 1,711,069  —  —  —  1,711,069 
Income from Operations - twenty-six weeks ended March 4, 2023 230,292  (3,877) (398) (876) 235,443 
Income from Operations - twenty-six weeks ended February 26, 2022 187,900  (8,417) —  —  196,317 
Incremental Operating Margin - twenty-six weeks ended March 4, 2023 20.4  % (2.2) % 0.2  % 0.4  % 18.8  %