株探米国株
日本語 英語
エドガーで原本を確認する
0001003078FALSE00010030782023-06-292023-06-29



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): June 29, 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 June 29, 2023, MSC Industrial Direct Co., Inc. issued a press release announcing financial results for its fiscal 2023 third quarter ended June 3, 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: June 29, 2023
By:
/s/ KRISTEN ACTIS-GRANDE
Name:
Kristen Actis-Grande
Title:
Executive Vice President and Chief Financial Officer
3
EX-99.1 2 pressreleaseq36292023.htm EX-99.1 Document
Exhibit 99.1
image.jpg
NEWS

MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 THIRD QUARTER RESULTS

FISCAL 2023 Q3 HIGHLIGHTS

•Net sales of $1,054.5 million increased 10.0% YoY (11.7% on an average daily sales basis), approximately 11 percentage points above the Industrial Production (IP) index
•Operating income of $135.4 million, or $138.6 million adjusted to exclude share reclassification proposal costs and restructuring and other costs1
•Operating margin of 12.8%, or 13.1% excluding the adjustments described above1
•Diluted EPS of $1.69 vs. $1.78 in the prior fiscal year quarter
•Adjusted diluted EPS of $1.74 vs. $1.82 in the prior fiscal year quarter1

MELVILLE, NY and DAVIDSON, NC, JUNE 29, 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 third quarter ended June 3, 2023.

Financial Highlights2
FY23 Q3 FY22 Q3 Change FY23 YTD FY22 YTD Change
Net Sales $ 1,054.5  $ 958.6  10.0  % $ 2,973.8  $ 2,669.6  11.4  %
Income from Operations $ 135.4  $ 136.8  (1.1) % $ 365.7  $ 324.7  12.6  %
Operating Margin 12.8  % 14.3  % 12.3  % 12.2  %
Net Income Attributable to MSC $ 95.2  $ 99.7  (4.5) % $ 255.6  $ 235.7  8.5  %
Diluted EPS $ 1.69 
(3)
$ 1.78 
(4)
(5.1) % $ 4.56 
(3)
$ 4.21 
(4)
8.3  %
 
Adjusted Financial Highlights 2
FY23 Q3 FY22 Q3 Change FY23 YTD FY22 YTD Change
Net Sales $ 1,054.5  $ 958.6  10.0  % $ 2,973.8  $ 2,669.6  11.4  %
Adjusted Income from Operations 1
$ 138.6  $ 140.3  (1.2) % $ 374.0  $ 336.6  11.1  %
Adjusted Operating Margin 1
13.1  % 14.6  % 12.6  % 12.6  %
Adjusted Net Income Attributable to MSC 1
$ 97.5  $ 102.2  (4.6) % $ 261.9  $ 244.5  7.1  %
Adjusted Diluted EPS 1
$ 1.74 
(3)
$ 1.82 
(4)
(4.4) % $ 4.67 
(3)
$ 4.36 
(4)
7.1  %

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 56.2 million and 56.1 million diluted shares outstanding for FY23 Q3 and FY23 YTD, respectively.
4 Based on 56.1 million and 56.0 million diluted shares outstanding for FY22 Q3 and FY22 YTD, respectively.

Erik Gershwind, President and Chief Executive Officer, said, “Successful execution of our Mission Critical growth initiatives in the third quarter resulted in the fifth consecutive quarter of double-digit sales growth aided by robust Public Sector performance. We delivered average daily sales growth of nearly 12 percent and outperformed the IP index by double digits for the second consecutive quarter. Looking ahead and despite macro uncertainty, we expect to continue outperforming the IP index as we leverage MSC specific momentum and strengthen our market position through strategic investments.”

Kristen Actis-Grande, Executive Vice President and Chief Financial Officer, added, "Another quarter of above market sales growth provides clear evidence that MSC continues to take market share. This drove meaningful cash generation during the quarter, despite the impact on gross margin from a significant Public Sector contract win and overall customer mix. As a result of our ongoing execution, we are raising fiscal 2023 sales guidance and remain confident in future profitable growth."

Gershwind concluded, “As we approach the finish line of our three-year Mission Critical journey, we have made significant progress on diversifying our end markets, taking market share, improving profitability, and enhancing corporate governance with the recent agreement to eliminate our dual class share structure. Combined with future benefits from our Mission Critical journey and topline momentum, we believe that we are well positioned to deliver value to all stakeholders in fiscal 2024 and beyond.”


MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 THIRD QUARTER RESULTS
2
            
Mission Critical Update

We continued to make progress on each of our Mission Critical growth initiatives during the fiscal 2023 third 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 double digits year over year
Expand Solutions (Vending, In-Plant and Vendor Managed Inventory)
a.Vending signings strong; vending machine net sales grew 10% year over year and represent 15% of total Company net sales
b.In-Plant signings strong; In-Plant net sales grew 13% year over year and represent 13% of total Company net sales
c.Total Solutions net sales represent 55% of total Company net sales
Grow E-Commerce
a.E-Commerce net sales grew 8% year over year and represent 60.1% of total Company net sales
b.Announced exclusive E-Commerce agreement with MachiningCloud
Diversify Customers and End Markets
a.80% net sales growth year over year driven primarily by a significant Public Sector win


Balance Sheet, Liquidity and Capital Allocation
a.Floating/fixed rate debt ratio now at 35/65
b.Top two priorities remain investing in the business and returning cash to shareholders through ordinary dividends
c.Next two priorities are share buybacks and tuck-in acquisitions

Updated Fiscal 2023 Full Year Financial Outlook
Adjusted Operating Margin1
~12.7%
ADS Growth (YoY) 10%-11%
Gross Margins 100-120 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+
•Revised outlook assumes additional mix headwinds related to Public Sector growth
•Expect to achieve double-digit ADS growth for the fiscal year
•5 fewer selling days year over year in fiscal Q4
•Mission Critical goals of >$100M in gross savings and adjusted operating expenses of 28.6% of sales on track


(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 third 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 July 13, 2023. The Company’s reporting date for fiscal 2023 fourth quarter and full year results is scheduled for October 25, 2023.



MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 THIRD QUARTER RESULTS
3
            
Contact Information
Investors: Media:
Ryan Mills Zivanai Mutize
Head of Investor Relations Head of Corporate Communications
rmills@mscdirect.com zivanai.mutize@mscdirect.com

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 2.3 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 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. 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 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, 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 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 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; prior to the completion of the proposed share reclassification, the significant control that our principal shareholders currently exercise over us, which may result in our taking actions or failing to take actions which our other shareholders do not prefer; and any delays with respect to, or the failure to complete, the proposed share reclassification, including the failure to receive the requisite shareholder approvals; the outcome of any legal proceedings that may be instituted against us or others relating to the proposed share reclassification; our ability to realize the expected benefits from the proposed share reclassification; and the effect of the announcement or the consummation of the proposed share reclassification on the market price of our common stock. 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 THIRD QUARTER RESULTS
4
            
MSC INDUSTRIAL DIRECT CO., INC.
Condensed Consolidated Balance Sheets
(In thousands, except share data)
June 3,
2023
September 3,
2022
ASSETS (unaudited)
Current Assets:
     Cash and cash equivalents $ 58,428  $ 43,537 
     Accounts receivable, net of allowance for credit losses 438,555  687,608 
     Inventories 726,863  715,625 
     Prepaid expenses and other current assets 92,371  96,853 
          Total current assets 1,316,217  1,543,623 
Property, plant and equipment, net 307,123  286,666 
Goodwill 718,304  710,130 
Identifiable intangibles, net 114,262  114,328 
Operating lease assets 60,091  64,780 
Other assets 10,682  9,887 
          Total assets $ 2,526,679  $ 2,729,414 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current portion of debt including obligations under finance leases $ 290,281  $ 325,680 
Current portion of operating lease liabilities 18,573  18,560 
Accounts payable 209,859  217,378 
Accrued expenses and other current liabilities 164,762  164,326 
Total current liabilities 683,475  725,944 
Long-term debt including obligations under finance leases 174,017  468,912 
Noncurrent operating lease liabilities 42,898  47,616 
Deferred income taxes and tax uncertainties 123,743  124,659 
Total liabilities $ 1,024,133  $ 1,367,131 
Commitments and Contingencies
Shareholders’ Equity:
     Preferred Stock —  — 
     Class A Common Stock 49  48 
     Class B Common Stock
     Additional paid-in capital 839,106  798,408 
     Retained earnings 776,365  681,292 
     Accumulated other comprehensive loss (18,233) (23,121)
     Class A treasury stock, at cost (108,036) (106,202)
          Total MSC shareholders’ equity 1,489,260  1,350,434 
     Noncontrolling interest 13,286  11,849 
          Total shareholders’ equity 1,502,546  1,362,283 
          Total liabilities and shareholders’ equity $ 2,526,679  $ 2,729,414 




MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 THIRD QUARTER RESULTS
5
            
MSC INDUSTRIAL DIRECT CO., INC.
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)

Thirteen Weeks Ended Thirty-Nine Weeks Ended
June 3,
2023
May 28,
2022
June 3,
2023
May 28,
2022
Net sales $ 1,054,464  $ 958,579  $ 2,973,841  $ 2,669,648 
Cost of goods sold 625,527  547,430  1,750,410  1,539,628 
  Gross profit 428,937  411,149  1,223,431  1,130,020 
Operating expenses 291,706  271,046  852,031  793,600 
Restructuring and other costs 1,845  3,267  5,722  11,684 
  Income from operations 135,386  136,836  365,678  324,736 
Other income (expense):
  Interest expense (5,038) (4,277) (17,913) (11,622)
  Interest income 513  17  764  57 
  Other (expense) income, net (4,456) 558  (8,095) 236 
  Total other expense (8,981) (3,702) (25,244) (11,329)
     Income before provision for income taxes 126,405  133,134  340,434  313,407 
Provision for income taxes 31,266  33,417  84,768  77,279 
     Net income 95,139  99,717  255,666  236,128 
Less: Net (loss) income attributable to noncontrolling interest (41) 60  32  473 
    Net income attributable to MSC Industrial $ 95,180  $ 99,657  $ 255,634  $ 235,655 
Per share data attributable to MSC Industrial:
Net income per common share:
  Basic $ 1.70  $ 1.78  $ 4.57  $ 4.23 
  Diluted $ 1.69  $ 1.78  $ 4.56  $ 4.21 
Weighted average shares used in computing
    net income per common share:
  Basic 55,963 55,914 55,911 55,748
  Diluted 56,156 56,106 56,121 56,019






















MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 THIRD QUARTER RESULTS
6
            
MSC INDUSTRIAL DIRECT CO., INC.
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)

Thirteen Weeks Ended Thirty-Nine Weeks Ended
June 3,
2023
May 28,
2022
June 3,
2023
May 28,
2022
Net income, as reported $ 95,139  $ 99,717  $ 255,666  $ 236,128 
Other comprehensive income, net of tax:
     Foreign currency translation adjustments 2,474  542  6,293  (682)
Comprehensive income 97,613  100,259  261,959  235,446 
Comprehensive income attributable to noncontrolling interest:
     Net loss (income) 41  (60) (32) (473)
     Foreign currency translation adjustments (270) (453) (1,405) (366)
Comprehensive income attributable to MSC Industrial $ 97,384  $ 99,746  $ 260,522  $ 234,607 


















































MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 THIRD QUARTER RESULTS
7
            

MSC INDUSTRIAL DIRECT CO., INC.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Thirty-Nine Weeks Ended
June 3,
2023
May 28,
2022
Cash Flows from Operating Activities:
Net income $ 255,666  $ 236,128 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 56,122  52,426 
Non-cash operating lease cost 14,831  12,583 
Stock-based compensation 14,624  14,559 
Loss on disposal of property, plant and equipment 481  489 
Provision for credit losses 6,826  6,255 
Deferred income taxes (915) (341)
Changes in operating assets and liabilities:
Accounts receivable 247,557  (113,664)
Inventories (6,255) (55,866)
Prepaid expenses and other current assets 5,831  (2,859)
Operating lease liabilities (14,845) (12,674)
Other assets (487) (1,405)
Accounts payable and accrued liabilities (12,359) (329)
Total adjustments 311,411  (100,826)
Net cash provided by operating activities 567,077  135,302 
Cash Flows from Investing Activities:
Expenditures for property, plant and equipment (64,113) (44,943)
Cash used in business acquisitions, net of cash acquired (20,182) — 
Net cash used in investing activities (84,295) (44,943)
Cash Flows from Financing Activities:
Repurchases of Class A Common Stock (31,072) (4,944)
Payments of regular cash dividends (132,484) (125,532)
Proceeds from sale of Class A Common Stock in connection with associate stock purchase plan 3,449  3,364 
Proceeds from exercise of Class A Common Stock options 22,635  21,540 
Borrowings under credit facilities 208,000  244,000 
Payments under credit facilities (488,000) (239,500)
Borrowings under financing obligations 1,061  1,058 
Payments under Shelf Facility Agreements and Private Placement Debt (50,000) — 
Other, net (1,676) (1,984)
Net cash used in financing activities (468,087) (101,998)
Effect of foreign exchange rate changes on cash and cash equivalents 196  (50)
Net increase (decrease) in cash and cash equivalents 14,891  (11,689)
Cash and cash equivalents—beginning of period 43,537  40,536 
Cash and cash equivalents—end of period $ 58,428  $ 28,847 
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes $ 85,525  $ 90,696 
Cash paid for interest $ 16,970  $ 10,009 




MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 THIRD QUARTER RESULTS
8
            

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 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 and 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.









MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 THIRD QUARTER RESULTS
9
            
MSC INDUSTRIAL DIRECT CO., INC.
Reconciliation of GAAP and Non-GAAP Financial Information
Thirteen Weeks Ended June 3, 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 Share Reclassification Proposal Costs Adjusted Total MSC Industrial
Net Sales $ 1,054,464  $ —  $ —  $ 1,054,464 
Cost of Goods Sold 625,527  —  —  625,527 
Gross Profit 428,937  —  —  428,937 
Gross Margin 40.7  % —  % —  % 40.7  %
Operating Expenses 291,706  —  1,373  290,333 
Operating Exp as % of Sales 27.7  % —  % (0.1) % 27.5  %
Restructuring and Other Costs 1,845  1,845  —  — 
Income from Operations 135,386  (1,845) (1,373) 138,604 
Operating Margin 12.8  % 0.2  % 0.1  % 13.1  %
Total Other Expense (8,981) —  —  (8,981)
Income before provision for income taxes 126,405  (1,845) (1,373) 129,623 
Provision for income taxes 31,266  (505) (376) 32,147 
Net income 95,139  (1,340) (997) 97,476 
Net loss attributable to noncontrolling interest (41) —  —  (41)
Net income attributable to MSC Industrial $ 95,180  $ (1,340) $ (997) $ 97,517 
Net income per common share:
     Diluted $ 1.69  $ (0.02) $ (0.02) $ 1.74 

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


MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 THIRD QUARTER RESULTS
10
            
MSC INDUSTRIAL DIRECT CO., INC.
Reconciliation of GAAP and Non-GAAP Financial Information
Thirty-Nine Weeks Ended June 3, 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 $ 2,973,841  $ —  $ —  $ —  $ 2,973,841 
Cost of Goods Sold 1,750,410  —  —  —  1,750,410 
Gross Profit 1,223,431  —  —  —  1,223,431 
Gross Margin 41.1  % —  % —  % —  % 41.1  %
Operating Expenses 852,031  —  398  2,249  849,384 
Operating Exp as % of Sales 28.7  % —  % —  % (0.1) % 28.6  %
Restructuring and Other Costs 5,722  5,722  —  —  — 
Income from Operations 365,678  (5,722) (398) (2,249) 374,047 
Operating Margin 12.3  % 0.2  % —  % 0.1  % 12.6  %
Total Other Expense (25,244) —  —  —  (25,244)
Income before provision for income taxes 340,434  (5,722) (398) (2,249) 348,803 
Provision for income taxes 84,768  (1,424) (100) (560) 86,852 
Net income 255,666  (4,298) (298) (1,689) 261,951 
Net income attributable to noncontrolling interest 32  —  —  —  32 
Net income attributable to MSC Industrial $ 255,634  $ (4,298) $ (298) $ (1,689) $ 261,919 
Net income per common share:
     Diluted $ 4.56  $ (0.08) $ (0.01) $ (0.03) $ 4.67 

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













MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 THIRD QUARTER RESULTS
11
            


MSC INDUSTRIAL DIRECT CO., INC.
Reconciliation of GAAP and Non-GAAP Financial Information
Thirteen Weeks Ended May 28, 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 Adjusted Total MSC Industrial
Net Sales $ 958,579  $ —  $ —  $ 958,579 
Cost of Goods Sold 547,430  —  —  547,430 
Gross Profit 411,149  —  —  411,149 
Gross Margin 42.9  % —  % —  % 42.9  %
Operating Expenses 271,046  —  211  270,835 
Operating Exp as % of Sales 28.3  % —  % —  % 28.3  %
Restructuring and Other Costs 3,267  3,267  —  — 
Income from Operations 136,836  (3,267) (211) 140,314 
Operating Margin 14.3  % -0.3  % 0.0  % 14.6  %
Total Other Expense (3,702) —  —  (3,702)
Income before provision for income taxes 133,134  (3,267) (211) 136,612 
Provision for income taxes 33,417  (884) (57) 34,358 
     Net income 99,717  (2,383) (154) 102,254 
     Net income attributable to noncontrolling interest 60  —  —  60 
     Net income attributable to MSC Industrial $ 99,657  $ (2,383) $ (154) $ 102,194 
Net income per common share:
     Diluted $ 1.78  $ (0.04) $ —  $ 1.82 


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





MSC INDUSTRIAL SUPPLY CO. REPORTS FISCAL 2023 THIRD QUARTER RESULTS
12
            
MSC INDUSTRIAL DIRECT CO., INC.
Reconciliation of GAAP and Non-GAAP Financial Information
Thirty-Nine Weeks Ended May 28, 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 Adjusted Total MSC Industrial
Net Sales $ 2,669,648  $ —  $ —  $ 2,669,648 
Cost of Goods Sold 1,539,628  —  —  1,539,628 
Gross Profit 1,130,020  —  —  1,130,020 
Gross Margin 42.3  % —  % —  % 42.3  %
Operating Expenses 793,600  —  211  793,389 
Operating Exp as % of Sales 29.7  % —  % —  % 29.7  %
Restructuring and Other Costs 11,684  11,684  —  — 
Income from Operations 324,736  (11,684) (211) 336,631 
Operating Margin 12.2  % -0.4  % 0.0  % 12.6  %
Total Other Expense (11,329) —  —  (11,329)
Income before provision for income taxes 313,407  (11,684) (211) 325,302 
Provision for income taxes 77,279  (3,014) (57) 80,350 
     Net income 236,128  (8,670) (154) 244,952 
     Net income attributable to noncontrolling interest 473  —  —  473 
     Net income attributable to MSC Industrial $ 235,655  $ (8,670) $ (154) $ 244,479 
Net income per common share:
     Diluted $ 4.21  $ (0.15) $ —  $ 4.36 

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