UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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For transition period from           to



Commission File No.: 1-14130

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MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

__________________________________________



(516) 812-2000

(Registrant’s telephone number, including area code)

__________________________________________

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 and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).  Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.





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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☒

As of March 26, 2018, 45,858,307 shares of Class A common stock and 10,623,951 shares of Class B common stock of the registrant were outstanding.

 

 

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SAFE HARBOR STATEMENT

This Quarterly Report on Form 10-Q (the “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 Items 2 and 3 of Part I and Item 1 of Part II of this Report, as well as within this Report generally. The words “believes,” “anticipates,” “thinks,” “expects,” “estimates,” “plans,” “intends,” and similar expressions are intended to identify forward‑looking statements. In addition, any statements which refer to expectations, projections or other characterizations of future events or circumstances are forward‑looking statements. We undertake no obligation to publicly disclose any revisions to these forward‑looking statements to reflect events or circumstances occurring subsequent to filing this Report with the Securities and Exchange Commission (the “SEC”). These forward‑looking statements are subject to risks and uncertainties, including, without limitation, those discussed in this section and Items 2 and 3 of Part I, as well as in Part II, Item 1A, “Risk Factors” of this Report, and in Part I, Item 1A, “Risk Factors” and in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended September 2, 2017. In addition, new risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. 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:

 

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MSC INDUSTRIAL DIRECT CO., INC.

INDEX





 

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PART I. FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)





 

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MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)





 



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MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Comprehensive Income

 (In thousands)

(Unaudited)





 



 

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MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statement of Shareholders’ Equity

Twenty-Six Weeks Ended March 3, 2018

(In thousands)

(Unaudited)





 



 

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MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)











 



 

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Note 1. Basis of Presentation



The accompanying condensed consolidated financial statements include MSC Industrial Direct Co., Inc. (“MSC”) and all its subsidiaries (hereinafter referred to collectively as the “Company”). All intercompany balances and transactions have been eliminated in consolidation.



The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (including normal recurring adjustments) have been included. Operating results for the thirteen and twenty-six-week periods ended March 3, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending September 1, 2018. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 2, 2017.





The Company’s fiscal year ends on the Saturday closest to August 31 of each year. Unless the context requires otherwise, references to years contained herein pertain to the Company’s fiscal year. The Company’s 2018 fiscal year will be a 52-week accounting period that will end on September 1, 2018 and its 2017 fiscal year was a 52-week accounting period that ended on September 2, 2017.



Recently Adopted Accounting Pronouncements



Simplifying the Measurement of Inventory



In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory (Topic 330), which requires an entity to measure inventory at the lower of cost and net realizable value, which consists of the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. For public entities, the updated guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The guidance is to be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company adopted ASU 2015-11 during the first quarter of fiscal 2018 and the adoption did not have any impact on its consolidated financial statements.



Accounting Pronouncements Not Yet Adopted



Income Statement - Reporting Comprehensive Income



In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220). This ASU provides guidance on a reclassification from accumulated other comprehensive income ("AOCI") to retained earnings for the effect of the tax rate change resulting from the Tax Cuts and Jobs Act (H.R.1) (the "Tax Reform Act"). The amendments eliminate the stranded tax effects resulting from the Tax Reform Act and will improve the usefulness of information reported to financial statement users. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, with early adoption permitted. This ASU is effective for the Company in the first quarter of fiscal 2020. The Company is currently evaluating this standard which is not expected to have a material impact on its consolidated financial statements.



Goodwill Impairment



In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. ASU 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 in the goodwill impairment test that required an entity to calculate the implied fair value of goodwill.  An entity will now apply a one-step quantitative test and record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. ASU 2017-04 will be applied prospectively and is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019.  The new standard is effective for the Company for its fiscal 2021 fourth quarter goodwill impairment test.  Early adoption is permitted for annual and interim goodwill impairment

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testing dates after January 1, 2017.  The Company does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial statements. 



Business Combinations



In January 2017, the FASB issued ASU No. 2017-01, Business Combinations – Clarifying the Definition of a Business. ASU 2017-01 clarifies the definition of a business to assist entities with evaluating when a set of transferred assets and activities is considered a business. The amendment is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  The new standard is effective for the Company for its fiscal year 2019, with early adoption permitted.  The amendments are to be applied prospectively to business combinations that occur after the effective date.



Leases



In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to increase transparency and comparability by providing additional information to users of financial statements regarding an entity’s leasing activities. ASU 2016-02 requires reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements. ASU 2016-02 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2018.  The new standard is effective for the Company for its fiscal year 2020. The guidance will be applied on a modified retrospective basis beginning with the earliest period presented. The Company is currently evaluating this standard to determine the impact of adoption on its consolidated financial statements.



Revenue from Contracts with Customers



In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company for its fiscal year 2019. Early adoption is permitted. The standard permits the use of either the retrospective or cumulative effect transition method. To date, the Company has performed a preliminary detailed review of key contracts and compared historical accounting policies and practices to the new standard. While the Company is still evaluating this standard, it is not expected that this standard will have a material impact on the Company’s consolidated financial statements. The Company will continue to evaluate ASU 2014-09 and other amendments and related interpretive guidance through the date of adoption. The Company expects to adopt ASU 2014-09 under the modified retrospective approach in the first quarter of fiscal 2019.



Reclassification



 Certain items have been reclassified from the prior year to conform to the current year presentation.



Note 2. Net Income per Share



The Company’s non-vested restricted stock awards contain non-forfeitable rights to dividends and meet the criteria of a participating security as defined by Accounting Standards Codification (“ASC”) Topic 260, “Earnings Per Share”. Under the two-class method, net income per share is computed by dividing net income allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, net income is allocated to both common shares and participating securities based on their respective weighted average shares outstanding for the period. The following table sets forth the computation of basic and diluted net income per common share under the two-class method for the thirteen and twenty-six weeks ended March 3, 2018 and March 4, 2017, respectively:

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There were no antidilutive stock options included in the computation of diluted earnings per share for the thirteen and twenty-six-week periods ended March 3, 2018 and March 4, 2017, respectively.

 



Note 3. Stock-Based Compensation



The Company accounts for all share-based payments in accordance with ASC Topic 718, "Compensation—Stock Compensation" ("ASC 718"). Stock‑based compensation expense included in operating expenses for the thirteen and twenty-six-week periods ended March 3, 2018 and March 4, 2017 was as follows:







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Stock options



The fair value of each option grant is estimated on the date of grant using the Black‑Scholes option pricing model with the following assumptions:







A summary of the Company’s stock option activity for the twenty-six-week period ended March 3, 2018 is as follows:







The unrecognized share‑based compensation cost related to stock option expense at March 3, 2018 was $9,912 and will be recognized over a weighted average period of 2.6 years. The total intrinsic value of options exercised, which represents the difference between the exercise price and market value of common stock measured at each individual exercise date, during the twenty-six-week periods ended March 3, 2018 and March 4, 2017 was $5,283 and $9,100, respectively.



Restricted share awards



A summary of the non‑vested restricted share award (“RSA”) activity under the Company’s 2005 Omnibus Incentive Plan and 2015 Omnibus Incentive Plan for the twenty-six-week period ended March 3, 2018 is as follows:









The fair value of each RSA is the closing stock price on the New York Stock Exchange of the Company’s Class A common stock on the date of grant. Upon vesting, a portion of the RSA award may be withheld to satisfy the statutory income tax withholding obligation. The remaining RSAs will be settled in shares of the Company’s Class A common stock when vested. The unrecognized compensation cost related to RSAs at March 3, 2018 was $3,259 and will be recognized over a weighted average period of 1.4 years.    



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Restricted stock units



A summary of the Company’s non-vested Restricted Stock Unit (“RSU”) award activity for the twenty-six-week period ended March 3, 2018 is as follows:







The fair value of each RSU is the closing stock price on the New York Stock Exchange of the Company’s Class A common stock on the date of grant. Upon vesting, a portion of the RSU award may be withheld to satisfy the statutory income tax withholding obligation. The remaining RSUs will be settled in shares of the Company’s Class A common stock when vested. These awards accrue dividend equivalents on outstanding units (in the form of additional stock units) based on dividends declared on the Company’s Class A common stock and these dividend equivalents convert to unrestricted common stock on the vesting dates of the underlying RSUs. The dividend equivalents are not included in the RSU table above. The unrecognized compensation cost related to the RSUs at March 3, 2018 was $22,955 and is expected to be recognized over a weighted average period of 3.7 years.

 

Note 4. Fair Value



Fair value accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following 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:





In connection with the construction of the Company’s customer fulfillment center in Columbus, Ohio, the Company entered into an arrangement during fiscal 2013 with the Columbus-Franklin County Finance Authority (“Finance Authority”) which provides savings on state and local sales taxes imposed on construction materials purchased by entities that finance the transactions through them. Under this arrangement, the Finance Authority issued taxable bonds to finance the structure and site improvements of the Company’s customer fulfillment center. The bonds ($27,025 outstanding at both March 3, 2018 and September 2, 2017)  are classified as available for sale securities in accordance with ASC Topic 320. The securities are recorded at fair value in Other Assets in the Condensed Consolidated Balance Sheet. The fair values of these securities are based on observable inputs in non-active markets, which are therefore classified as Level 2 in the hierarchy. The Company did not record any gains or losses on these securities during the thirteen and twenty-six-week periods ended March 3, 2018. The outstanding principal amount of each bond bears interest at the rate of 2.4% per year. Interest is payable on a semiannual basis in arrears on each interest payment date.



In addition, based on borrowing rates currently available to the Company for borrowings with similar terms, the carrying values of the Company’s capital lease obligations also approximate fair value. The fair value of the Company’s short-term and long-term debt is 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. The carrying amount of the Company’s debt at March 3, 2018 approximates its fair value.



The Company’s financial instruments, other than those presented in the disclosure above, include cash, receivables, accounts payable, and accrued liabilities. Management believes the carrying amount of the aforementioned financial

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instruments is a reasonable estimate of fair value as of March 3, 2018 and September 2, 2017 due to the short-term maturity of these items.



During the twenty-six weeks ended March 3, 2018 and March 4, 2017, the Company had no remeasurements of non-financial assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition.

 

Note 5. Debt and Capital Lease Obligations



Debt at March 3, 2018 and September 2, 2017 consisted of the following:





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Credit Facility



In April 2017, the Company entered into a $600,000 credit facility (the “Credit Facility”). The Credit Facility, which matures on April 14, 2022, provides for a five-year unsecured revolving loan facility in the aggregate amount of $600,000.  



The Credit Facility permits up to $50,000 to be used to fund letters of credit.  The Credit Facility also permits the Company to request one or more incremental term loan facilities and/or 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 commitment increase will be on terms as agreed to by the Company, the Administrative Agent and the lenders providing such financing.



Borrowings under the Credit Facility bear interest, at the Company’s option, either at (i) the LIBOR (London Interbank Offered Rate) rate plus the applicable margin for LIBOR loans ranging from 1.00% to 1.375%, based on the Company’s consolidated leverage ratio; or (ii) the greatest of (a) the Administrative Agent’s prime rate in effect on such day, (b) the federal funds effective rate in effect on such day, plus 0.50%, and (c) the LIBOR rate that would be calculated as of such day in respect of a proposed LIBOR loan with a one-month interest period, plus 1.00%, plus, in the case of each of clauses (a) through (c), an applicable margin ranging from 0.00% to 0.375%, based on the Company’s consolidated leverage ratio. The Company is required to pay a quarterly undrawn fee ranging from 0.10% to 0.20% per annum on the unutilized portion of the Credit Facility, based on the Company’s consolidated leverage ratio.  The Company is also required to pay quarterly letter of credit usage fees ranging between 1.00% to 1.375% (based on the Company’s consolidated leverage ratio) on the amount of the daily average outstanding letters of credit, and a quarterly fronting fee of 0.125% per annum on the undrawn and unexpired amount of each letter of credit.  The weighted average applicable borrowing rate for the Company for any borrowings outstanding under the Credit Facility at March 3, 2018 was 2.75% which represents LIBOR plus 1.125%. Based 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 Credit Facility bear interest based on LIBOR with one-month interest periods.



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During the twenty-six-week period ended March 3, 2018, the Company borrowed $74,000 and repaid $146,000 under the revolving loan facility. 



Private Placement Debt



In July 2016, in connection with the Company’s “modified Dutch auction” tender offer, the Company completed the issuance and sale of the following unsecured senior notes (collectively “Private Placement Debt”):





The Private Placement Debt is due, in full, on the stated maturity dates.  Interest is payable semiannually at the fixed stated interest rates.



Shelf Facility Agreements

In January 2018, the Company entered into Note Purchase and Private Shelf Agreements with Metropolitan Life Insurance Company (“Met Life Note Purchase Agreement”) and PGIM, Inc. (“Prudential Note Purchase Agreement” and together with the Met Life Note Purchase Agreement, the “Shelf Facility Agreements”).

The Met Life Note Purchase Agreement provides for an uncommitted facility for the issuance and sale of up to an aggregate total of $250,000 of senior notes, at either fixed or floating rates. As of March 3, 2018, the Company has not issued any notes under the Met Life Note Purchase Agreement.

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 senior notes, at a fixed rate. In January 2018, the Company completed the issuance and sale of $50,000 aggregate principal amount of 3.04% per annum and payable semiannually Senior Notes due January 12, 2023 under the Prudential Note Purchase Agreement in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. The proceeds from the issuance and sale of the Prudential Senior Notes have been used to pay a portion of the revolving loans outstanding under the Credit Facility. As of March 3, 2018, the aggregate availability under the Prudential Note Purchase Agreement is $200,000.

 Each of the Credit Facility, Private Placement Debt, and Shelf Facility Agreements contain several restrictive covenants including the requirement that the Company maintain 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 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 Facility, Private Placement Debt and Shelf Facility Agreements.  



At March 3, 2018, the Company was in compliance with the operating and financial covenants of the Credit Facility, Private Placement Debt, and Shelf Facility Agreements.  



Capital Lease and Financing Obligations



In connection with the construction of the Company’s customer fulfillment center in Columbus, Ohio, the Finance Authority holds the title to the building and entered into a long-term lease with the Company. The lease has a 20-year term with a prepayment option without penalty between 7 and 20 years. At the end of the lease term, the building’s title is transferred to the Company for a nominal amount when the principal of and interest on the bonds have been fully paid. The lease has been classified as a capital lease in accordance with ASC Topic 840. At March 3, 2018 and September 2, 2017, the capital lease obligation was approximately $27,025. 

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From time to time, the Company enters into capital leases and financing arrangements with vendors to purchase certain IT equipment or software. The equipment or software acquired from these vendors is paid over a specified period of time based on the terms agreed upon. During the twenty-six-week period ended March 3, 2018, the Company entered into a financing obligation for certain software totaling $721.  The gross amount of property and equipment acquired under this financing obligation and its accumulated amortization at March 3, 2018 was approximately $721 and $301, respectively.

 

Note 6. Shareholders’ Equity



The Company paid cash dividends of  $1.06 per common share totaling $59,873 for the twenty-six weeks ended March 3, 2018. For the twenty-six weeks ended March 4, 2017, the Company paid cash dividends of $0.90 per common share totaling $51,010.  On April 5, 2018, the Board of Directors declared a quarterly cash dividend of $0.58 per share payable on May 1, 2018 to shareholders of record at the close of business on April 17, 2018. The dividend will result in a payout of approximately $32,760, based on the number of shares outstanding at March 26, 2018.

 

The Board of Directors established the MSC Stock Repurchase Plan (the “Repurchase Plan”) which allows the Company to repurchase shares at any time and in such amounts as it deems appropriate in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. During the twenty-six-week period ended March 3, 2018, the Company repurchased 249 shares of its Class A common stock for $21,728, which is reflected at cost as treasury stock in the accompanying condensed consolidated financial statements. Of these shares, 53 shares were repurchased by the Company to satisfy the Company’s associates’ tax withholding liability associated with its share-based compensation program. On January 9, 2018, the Board of Directors authorized the repurchase of an additional 2,000 shares of Class A common stock under the Company’s ongoing Repurchase Plan, increasing the total number of shares of Class A common stock authorized for future repurchase to approximately 2,600 shares at March 3, 2018.

 

Note 7. Product Warranties



The Company generally offers a maximum one-year warranty, including parts and labor, for some of its machinery products. 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 thirty to ninety 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 for the thirteen and twenty-six-week periods ended March 3, 2018 and March 4, 2017 was minimal.

 

Note 8. Income Taxes



 On December 22, 2017, the Tax Reform Act was enacted. The Tax Reform Act made significant changes to U.S. federal income tax laws including permanently lowering the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. As the Company has a fiscal August year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory rate of 25.7% for the fiscal year ending September 1, 2018. The Company’s statutory federal tax rate will be 21.0% for fiscal years 2019 and beyond. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law was enacted.



In December 2017, the SEC issued Staff Accounting Bulletin No. 118, which allows a company to report provisional numbers related to the Tax Reform Act and adjust those amounts during a measurement period not to extend beyond one year. For the thirteen and  twenty-six-week periods ended March 3, 2018, the Company recorded a one-time provisional net tax benefit of $41,199 due to the revaluation of its net deferred tax liabilities primarily related to the lower federal corporate tax rate, partially offset by the lower federal benefit for state taxes and the change from a worldwide tax system to a territorial tax system. In addition, applying the reduced effective tax rate of 29.3%, including state taxes and which excludes discrete items, to our first and second fiscal quarter earnings resulted in a $16,929 reduction to tax expense.



The amounts recorded are provisional and are subject to change due to further interpretations of the Tax Reform Act, legislative action to address questions that arise because of the Tax Reform Act, and/or any updates or changes to estimates the Company has utilized to calculate the impacts, such as return to accrual adjustments and/or changes to current year earnings estimates and the Company’s ongoing analysis of the Tax Reform Act.

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During the twenty-six-week period ended March 3, 2018, there were no material changes in unrecognized tax benefits. 

 

Note 9. Legal Proceedings



There are various claims, lawsuits, and pending actions against the Company incidental to the operation of its business. Although the outcome of these matters 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.

 







 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations



The following is intended to update the information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended September 2, 2017 and presumes that readers have access to, and will have read, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in such Annual Report on Form 10-K.



Overview



MSC Industrial Direct Co., Inc. (together with its subsidiaries, “MSC,” the “Company,” “we,” “our,” or “us”) 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 more than 1.6 million products, inventory management and other supply chain solutions, and deep expertise from more than 75 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.



We offer approximately 1,601,000 active, saleable stock-keeping units (“SKUs”) through our catalogs; brochures; eCommerce channels, including our website, mscdirect.com (“MSC website”); our inventory management solutions; and call-centers and branches. We service our customers from 12 customer fulfillment centers (eight customer fulfillment centers are located within the United States which includes five primary customer fulfillment centers, one is located in the United Kingdom (the “U.K.”), and three are  in Canada) and 93 branch offices. 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 reduction throughout our business through cost-saving 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 Customer Managed Inventory (“CMI”), Vendor Managed Inventory (“VMI”), and vending programs.



Our field sales and service associate headcount was 2,285 at March 3, 2018, compared to 2,352 at March 4, 2017. We will continue to manage our sales and service headcount based on economic conditions and our business plans.



Recent Developments



On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). The Tax Reform Act transitions the U.S. tax system to a new territorial system and lowers the statutory federal corporate income tax rate from 35% to 21%. The reduction of the statutory federal corporate tax rate to 21% became effective on January 1, 2018. In fiscal 2018, we expect our U.S. blended federal statutory income tax rate to be approximately 25.7%, which will be reduced to 21.0% in fiscal 2019 and thereafter.



As a result of the Tax Reform Act, we recorded a reduction to tax expense of approximately $16.9 million on our Consolidated Condensed Statements of Operations for the thirteen and twenty-six-week periods ended March 3, 2018 after applying the reduced blended effective tax rate of 29.3%, including state taxes and which excludes discrete items. We revalued our net deferred tax liabilities primarily related to the lower federal corporate tax rate, partially offset by the lower federal benefit for state taxes and the change from a worldwide tax system to a territorial tax system as of the effective date of the Tax Reform Act. The net deferred tax liabilities revaluation resulted in a one-time tax provisional benefit estimated to be approximately $41.2 million and was recorded during the thirteen and twenty-six-week periods ended March 3, 2018.  The amounts recorded are provisional and are subject to change due to further interpretations of the Tax Reform Act, legislative action to address questions that arise because of the Tax Reform Act, and/or any updates or changes to estimates the Company has utilized to calculate the impacts, such as return to accrual adjustments and/or changes to current year earnings estimates and the Company’s ongoing analysis of the Tax Reform Act.



Our Strategy



Our objective is to continue to grow sales profitably while helping our customers become more productive and profitable by reducing their total cost for purchasing, using and maintaining MRO supplies. We continue to pursue strategic acquisitions that expand or complement our business in new and existing markets or further enhance the value and offerings we provide.



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Business Environment



We utilize various indices when evaluating the level of our business activity.  Approximately 68% of our revenues came from sales in the manufacturing sector during the second quarter of our fiscal year 2018, including certain national account customers. Through statistical analysis, we have found that trends in our customers’ activity has correlated to changes in the Metalworking Business Index (“MBI”). The MBI is a sentiment index developed from a monthly survey of the US metalworking industry, focusing on durable goods manufacturing. We have experienced the highest correlation between our sales trends and the MBI by using the rolling 12-month MBI average on a four-month lag basis. For the MBI, a value below 50.0 generally indicates contraction and a value above 50.0 generally indicates expansion. The MBI index over the last three months and for the past 12-month period was as follows:







The MBI improved throughout the quarter, reaching a record high of 61.3 in February. The trailing 12-month average also climbed to 56.7. Details released with the February MBI indicate an expanding metalworking environment, supported by growth in new orders, production, backlog, and supplier deliveries. The most recent March MBI reading of 59.5 displays continued expansion, representing the 15th consecutive month above 50.0. We will continue to monitor the current economic conditions for its impact on our customers and markets and continue to assess both risks and opportunities that may affect our business.

 

Thirteen-Week Period Ended March 3, 2018 Compared to the Thirteen-Week Period Ended March 4, 2017



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:







Net Sales



Net sales increased 9.3% or approximately $65.2 million for the thirteen-week period ended March 3, 2018, as compared to the thirteen-week period ended March 4, 2017.  We estimate that this $65.2 million increase in net sales is comprised of (i) approximately $30.9 million of higher sales volume, excluding DECO operations; (ii) approximately $29.9 million from DECO operations, which we acquired in July 2017; (iii) approximately $1.8 million from foreign exchange impact; and (iv) approximately $2.6 million from improved pricing, inclusive of changes in customer and product mix, discounting and other items. Of the above $65.2 million increase in net sales, sales to our government and national account programs (“Large Account Customers”) increased by approximately $20.2 million and sales other than to our Large Account Customers increased by approximately $45.0 million, which includes the $29.9 million from DECO.



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The table below shows the change in our average daily sales by total company and by customer type for the thirteen- week period ended March 3, 2018 compared to the same period in the prior fiscal year:







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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 eCommerce platforms, including sales made through Electronic Data Interchange (“EDI”) systems, VMI systems, Extensible Markup Language ordering-based systems, vending machine systems, hosted systems and other electronic portals, represented 60.3% of consolidated net sales for the thirteen-week period ended March 3, 2018, compared to 59.8% of consolidated net sales for the same period in the prior fiscal year. This increase was primarily associated with the MSC website and vending machine systems. 



Gross Profit



Gross profit margin was 43.9% for the thirteen-week period ended March 3, 2018 as compared to 44.7% for the same period in the prior fiscal year.  The decline came from the DECO business we acquired in the fiscal fourth quarter of 2017, which resulted in an 80 basis point negative impact to our gross margin.



Operating Expenses



Operating expenses increased 4.9% to $239.1 million for the thirteen-week period ended March 3, 2018, as compared to $227.9 million for the same period in the prior fiscal year. Operating expenses were 31.1% of net sales for the thirteen-week period ended March 3, 2018, compared to 32.4% of net sales for the same period in the prior fiscal year, yielding approximately 130 basis points of expense leverage on higher net sales. The increase in operating expenses was attributable to volume-related expenses, primarily payroll and payroll-related and freight costs, associated with higher sales.  Operating expenses also increased due to the acquisition of DECO in our fourth quarter of fiscal 2017, including the non-recurring integration costs resulting from the acquisition.  DECO’s operating expenses, including non-recurring integration costs, accounted for approximately $6.3 million of total operating expenses for the thirteen-week period ended March 3, 2018. 

 

Payroll and payroll-related costs were approximately 57.4% of total operating expenses for the thirteen-week period ended March 3, 2018, as compared to approximately 57.2% for the thirteen-week period ended March 4, 2017.  Included in payroll and payroll-related costs are salary, incentive compensation, sales commission, and fringe benefit costs. All of these costs increased for the thirteen-week period ended March 3, 2018, as compared to the same period in the prior fiscal year, with the majority of the increase attributable to higher volume-driven salary costs. Also contributing to the increase in payroll and payroll-related costs were increased costs associated with the acquired DECO operations, increased fringe costs associated with higher medical costs, and an increase in our sales commissions primarily related to the increase in net sales.



Freight expense was approximately $31.9 million for the thirteen-week period ended March 3, 2018, as compared to $29.3 million for the same period in the prior fiscal year. The primary driver of the increase was increased sales.

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Income from Operations



Income from operations increased 13.2% to $98.1 million for the thirteen-week period ended March 3, 2018, as compared to $86.6 million for the same period in the prior fiscal year.  This was primarily attributable to the increase in net sales and gross profit, offset in part by the increases in operating expenses as described above.  Income from operations as a percentage of net sales increased to 12.8% for the thirteen-week period ended March 3, 2018, as compared to 12.3% for the same period in the prior fiscal year, primarily the result of the operating expense leverage mentioned above.



(Benefit) Provision for Income Taxes



The effective tax rate for the thirteen-week period ended March 3, 2018 was (23.9%) as compared to 36.1% for the same period in the prior fiscal year. The decrease in the effective tax rate was primarily due to the revaluation of net deferred tax liabilities as of the enactment date of the Tax Reform Act along with a reduction in the federal corporate tax rate from 35% to 25.7% (representing a blended rate as eight months of our fiscal year are impacted by the new legislation) on our current fiscal year earnings. See Note 8 “Income Taxes” in the Notes to the unaudited Condensed Consolidated Financial Statements for further discussion.



Net Income



The factors which affected net income for the thirteen-week period ended March 3, 2018, as compared to the same period in the previous fiscal year, have been discussed above.

 







Twenty-Six-Week Period Ended March 3, 2018 Compared to the Twenty-Six-Week Period Ended March 4, 2017



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:





























Net Sales



Net sales increased 10.6% or approximately $147.5 million for the twenty-six-week period ended March 3, 2018, as compared to the twenty-six-week period ended March 4, 2017.  We estimate that this $147.5 million increase in net sales is comprised of (i) approximately $84.6 million of higher sales volume, excluding DECO operations; (ii) approximately $59.6 million from DECO operations, which we acquired in July 2017; (iii) approximately $3.0 million from foreign exchange impact; and (iv) approximately $0.3 million in improved pricing, inclusive of changes in customer and product mix, discounting and other items. Of the above $147.5 million increase in net sales, sales to our Large Account Customers increased by approximately $53.2 million and sales other than to our Large Account Customers increased by approximately $94.3 million, which includes the $59.6 million from DECO.



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The table below shows the change in our average daily sales by total company and by customer type for the twenty-six-week period ended March 3, 2018 compared to the same period in the prior fiscal year:



_____________





Sales made through our eCommerce platforms represented 60.0% of consolidated net sales for the twenty-six-week period ended March 3, 2018 compared to 59.7% of consolidated net sales for the same period in the prior fiscal year. This increase was primarily associated with the MSC website and vending machine systems. 



Gross Profit



Gross profit margin was 43.7% for the twenty-six-week period ended March 3, 2018 as compared to 44.8% for the same period in the prior fiscal year.  The primary driver of the decline came from the DECO business we acquired in the fiscal fourth quarter of 2017, which resulted in a 90 basis point negative impact to our gross margin.



Operating Expenses



Operating expenses increased 6.5% to $474.9 million for the twenty-six-week period ended March 3, 2018, as compared to $446.1 million for the same period in the prior fiscal year. Operating expenses were 30.9% of net sales for the twenty-six-week period ended March 3, 2018, compared to 32.1% of net sales for the same period in the prior fiscal year, yielding approximately 120 basis points of expense leverage on higher net sales. The increase in operating expenses was attributable to volume-related expenses, primarily payroll and payroll-related and freight costs, associated with higher sales.  Operating expenses also increased due to the acquisition of DECO in our fourth quarter of fiscal 2017, including the non-recurring integration costs resulting from the acquisition.  DECO’s operating expenses, including non-recurring integration costs, accounted for approximately $12.2 million of total operating expenses for the twenty-six-week period ended March 3, 2018. 



Payroll and payroll-related costs were approximately 57.1% of total operating expenses for the twenty-six-week period ended March 3, 2018, as compared to approximately 56.8% for the twenty-six-week period ended March 4, 2017.  Included in payroll and payroll-related costs are salary, incentive compensation, sales commission, and fringe benefit costs. All of these costs increased for the twenty-six-week period ended March 3, 2018, as compared to the same period in the prior fiscal year, with the majority of the increase attributable to higher sales commissions and volume-driven salary costs. Also contributing to the increase in payroll and payroll-related costs were increased costs associated with the acquired DECO operations and increased fringe costs associated with higher medical costs.



Freight expense was approximately $63.4 million for the twenty-six-week period ended March 3, 2018, as compared to $58.0 million for the same period in the prior fiscal year. The primary driver of the increase was increased sales.

Income from Operations



Income from operations increased 11.4% to $197.4 million for the twenty-six-week period ended March 3, 2018, as compared to $177.2 million for the same period in the prior fiscal year. This was primarily attributable to the increase in net sales and gross profit, offset in part by the increases in operating expenses as described above.  Income from operations as a percentage of net sales was 12.8% for both the twenty-six-week periods ended March 3, 2018 and March 4, 2017.



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Provision for Income Taxes



The effective tax rate for the twenty-six-week period ended March 3, 2018 was 7.1% as compared to 37.1% for the same period in the prior fiscal year. The decrease in the effective tax rate was primarily due to the revaluation of net deferred tax liabilities as of the enactment date of the Tax Reform Act along with a reduction in the federal corporate tax rate from 35% to 25.7% (representing a blended rate as eight months of our fiscal year are impacted by the new legislation) on our current fiscal year earnings. See Note 8 “Income Taxes” in the Notes to the unaudited Condensed Consolidated Financial Statements for further discussion. 



Net Income



The factors which affected net income for the twenty-six-week period ended March 3, 2018, as compared to the same period in the previous fiscal year, have been discussed above.



Liquidity and Capital Resources







As of March 3, 2018, we held $31.6 million in cash and cash equivalents, substantially all with well-known financial institutions. Historically, our primary capital 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, Private Placement Debt, and Shelf Facility Agreements, have been used to fund these needs, to repurchase shares of our Class A common stock, and to pay dividends. At March 3, 2018, total borrowings outstanding, representing amounts due under the Credit Facility, Private Placement Debt, and Shelf Facility Agreements, as well as all capital leases and financing arrangements, were approximately $511.2 million, net of unamortized debt issuance costs of $1.8 million. At September 2, 2017, total borrowings outstanding, representing amounts due under the Credit Facility and Private Placement Debt, as well as all capital leases and financing arrangements, were approximately $533.0 million, net of unamortized debt issuance costs of $1.9 million. We believe, based on our current business plan, that our existing cash, funds available under our revolving credit facility, and cash flow from operations will be sufficient to fund our planned capital expenditures and operating cash requirements for at least the next 12 months.



The table below summarizes information regarding the Company’s liquidity and capital resources:







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Operating Activities



Net cash provided by operating activities for the twenty-six-week periods ended March 3, 2018 and March 4, 2017 was $118.2 million and $96.7 million, respectively. There are various increases and decreases contributing to this change. An increase in net income, partially offset by the income tax benefit recognized from the revaluation of net deferred tax liabilities as of the enactment date of the Tax Reform Act, contributed to the majority of the increase in net cash provided by operating activities.







The increase in working capital at March 3, 2018 compared to September 2, 2017 and March 4, 2017 is primarily due to an increase in inventories and accounts receivable resulting from an increase in sales and is also due to the paydown of the Company’s short-term debt.  The current ratio has remained relatively consistent during the past 12 months.



The increase in days sales outstanding (“DSO”) is primarily due to a receivables portfolio consisting of a greater percentage of Large Account Customer sales, which are typically at longer terms.  Although our DSO have increased compared to September 2, 2017 and March 4, 2017, it improved as compared to our fiscal first quarter 2018 level of 57.5. We expect our DSO to continue to improve slightly through the remainder of fiscal 2018.  Inventory turns, calculated using a thirteen-point average inventory balance, improved slightly in our fiscal second quarter of 2018 as compared to the same period in the previous fiscal year due to sales volume increasing.



Investing Activities



Net cash used in investing activities for the twenty-six-week periods ended March 3, 2018 and March 4, 2017 was $18.0 million and $25.5 million, respectively.  Substantially all of the use of cash for both periods was attributable to expenditures for property, plant, and equipment. 



Financing Activities



Net cash used in financing activities for the twenty-six-week periods ended March 3, 2018 and March 4, 2017 was $84.8 million and $88.3 million, respectively. The major components contributing to the use of cash for the twenty-six-week period ended March 3, 2018 were repayments on our interest-bearing debt of $22.0 million, net of borrowings, cash dividends paid of $59.9 million, and the repurchase of our common stock of $21.7 million. This was partially offset by proceeds from the exercise of common stock options of $16.4 million. The major components contributing to the use of cash for the twenty-six-week period ended March 4, 2017 were repayments on the Credit Facility of $58.0 million, net of borrowings, related to both the revolving loan facility and term loan facility and cash dividends paid of $51.0 million. This was partially offset by proceeds from the exercise of common stock options of $21.9 million.



Long-term Debt



Credit Facility



In April 2017, the Company entered into a $600.0 million credit facility (the “Credit Facility”).    See Note 5 “Debt and Capital Lease Obligations” in the Notes to the unaudited Condensed Consolidated Financial Statements for more information about the Credit Facility. 



At March 3, 2018, we were in compliance with the operating and financial covenants of the Credit Facility. The Company had additional payments of $20.0 million, net of borrowings through March 26, 2018, resulting in an unused balance of $356.9 million of the Credit Facility. The unused balance, which is reduced by outstanding letters of credit, is available for working capital purposes if necessary. 





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Private Placement Debt and Shelf Facility Agreements



In July 2016, in connection with our tender offer and stock purchase, we completed the issuance and sale of unsecured senior notes.  In January 2018, we entered into two Note Purchase and Private Shelf Agreements. See Note 5 “Debt and Capital Lease Obligations” in the Notes to the unaudited Condensed Consolidated Financial Statements for more information about these transactions.



Capital Lease and Financing Arrangements



From time to time, we enter into capital leases and financing arrangements.  See Note 5 “Debt and Capital Lease Obligations” in the Notes to the unaudited Condensed Consolidated Financial Statements for more information about our capital lease and financing arrangements.



Operating Leases



As of March 3, 2018, certain of our operations are conducted on leased premises. These leases are for varying periods, the longest extending to fiscal 2028. In addition, we are obligated under certain equipment and automobile operating leases, which expire on varying dates through fiscal 2022. 



Contractual Obligations



Information regarding our long-term debt payments, operating lease payments, capital lease payments and other commitments is provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on our Form 10-K for the fiscal year ended September 2, 2017. There have been no material changes in our contractual obligations and commitments since September 2, 2017 except for the following changes to our debt obligations.



In January 2018, we entered into two Note Purchase and Private Shelf Agreements. See Note 5 “Debt and Capital Lease Obligations” in the Notes to the unaudited Condensed Consolidated Financial Statements for more information about these transactions.



Future payments due under our long-term debt changed from those described in the Contractual Obligations table contained within our Annual Report on our Form 10-K for the fiscal year ended September 2, 2017, and accordingly have been updated as follows:







Off-Balance Sheet Arrangements



We have not entered into any off-balance sheet arrangements.



Critical Accounting Estimates



On an ongoing basis, we evaluate our critical accounting policies and estimates, including those related to revenue recognition, inventory valuation, allowance for doubtful accounts, warranty reserves, contingencies and litigation, income taxes, accounting for goodwill and long-lived assets, stock-based compensation, and business combinations.  We make estimates, judgments and assumptions in determining the amounts reported in the condensed 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.



There have been no material changes in the Company’s Critical Accounting Policies, as disclosed in its Annual Report on Form 10-K for the fiscal year ended September 2, 2017.



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Recently Issued Accounting Standards



See Note 1 “Basis of Presentation” in the Notes to the unaudited Condensed Consolidated Financial Statements.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk



There have been no material changes to our exposures to market risks since September 2, 2017. Please refer to our Annual Report on Form 10-K for the fiscal year ended September 2, 2017 for a complete discussion of our exposures to market risks.



Item 4.  Controls and Procedures



Our senior management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange Act) designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an evaluation, with the participation of the Chief Executive Officer and Chief Financial Officer, as well as other key members of our management, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, as of the end of the period covered by this report, to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is (i) accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.



No changes occurred in our internal controls over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act) during the fiscal quarter ended March 3, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



PART II. OTHER INFORMATION



Item 1.  Legal Proceedings



There are various claims, lawsuits, and pending actions against the Company incidental to the operation of its business. Although the outcome of these matters 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.



Item 1A.  Risk Factors



In addition to the other information set forth in this Report, consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 2, 2017, which could materially affect our business, financial condition or future results. The risks described in the aforementioned report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be not material also may materially adversely affect our business, financial condition and/or operating results.  



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Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds



The following table sets forth repurchases by the Company of its outstanding shares of Class A common stock during the thirteen-week period ended March 3, 2018:







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Item 3. Defaults Upon Senior Securities 



None.



Item 4. Mine Safety Disclosures 



Not Applicable.



Item 5. Other Information 



None.





















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Item 6.  Exhibits

EXHIBIT INDEX





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SIGNATURES



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 thereunto duly authorized.





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