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EX-32.2 - EX-32.2 - MSC INDUSTRIAL DIRECT CO INCmsm-20171202xex32_2.htm
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EX-31.2 - EX-31.2 - MSC INDUSTRIAL DIRECT CO INCmsm-20171202xex31_2.htm
EX-31.1 - EX-31.1 - MSC INDUSTRIAL DIRECT CO INCmsm-20171202xex31_1.htm





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

FORM 10-Q

__________________________________________



 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended December 2, 2017

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For transition period from           to



Commission File No.: 1-14130

__________________________________________

MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

__________________________________________

 

 

New York
(State or Other Jurisdiction of
Incorporation or Organization)

11-3289165
(I.R.S. Employer Identification No.)

 

 

75 Maxess Road, Melville, New York
(Address of principal executive offices)

11747
(Zip Code)



(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.



 

Large accelerated

filer 

Accelerated

filer 

Non‑accelerated filer 
(Do not check if a smaller

reporting company)

Smaller reporting

company 

Emerging growth

company 



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes   No 

As of December 27, 2017, 45,054,928 shares of Class A common stock and 11,402,636 shares of Class B common stock of the registrant were outstanding.

 

 


 

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:

·

general economic conditions in the markets in which the Company operates;

·

changing customer and product mixes;

·

competition, including the adoption by competitors of aggressive pricing strategies and sales methods;

·

industry consolidation and other changes in the industrial distribution sector;

·

volatility in commodity and energy prices;

·

the outcome of government or regulatory proceedings or future litigation;

·

credit risk of our customers;

·

risk of cancellation or rescheduling of customer orders;

·

work stoppages or other business interruptions (including those due to extreme weather conditions) at transportation centers, shipping ports, our headquarters or our customer fulfillment centers;

·

dependence on our information systems and the risks of business disruptions arising from changes to our information systems and disruptions due to catastrophic events, power outages, natural disasters, computer system or network failures, computer viruses, physical or electronic break-ins and cyberattacks;  

·

retention of key personnel;

·

risk of loss of key suppliers, key brands or supply chain disruptions;

·

risks associated with changes to trade policies pertaining to sourcing products;

·

failure to comply with applicable environmental, health and safety laws and regulations;

·

goodwill and intangible assets recorded as a result of our acquisitions could be impaired;

·

risks associated with the integration of acquired businesses or other strategic transactions; and

·

financial restrictions on outstanding borrowings.

 

2


 

MSC INDUSTRIAL DIRECT CO., INC.

INDEX



 

 



 

Page

PART I.  FINANCIAL INFORMATION

 

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

 



Condensed Consolidated Balance Sheets as of December 2, 2017 and September 2, 2017

4



Condensed Consolidated Statements of Income for the Thirteen Weeks Ended December 2, 2017 and December 3, 2016

5



Condensed Consolidated Statements of Comprehensive Income for the Thirteen Weeks Ended December 2, 2017 and December 3, 2016

6



Condensed Consolidated Statement of Shareholders’ Equity for the Thirteen Weeks Ended December 2, 2017

7



Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks Ended December 2, 2017 and December 3, 2016

8



Notes to Condensed Consolidated Financial Statements

9

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

17

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

22

Item 4.

Controls and Procedures

22

PART II.  OTHER INFORMATION

 

Item 1.

Legal Proceedings

23

Item 1A.

Risk Factors

23

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

23

Item 3.

Defaults Upon Senior Securities

24

Item 4.

Mine Safety Disclosures

24

Item 5.

Other Information

24

Item 6.

Exhibits

24

SIGNATURES

25





 

3


 

PART I. FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)







 

 

 

 

 



 

 

 

 

 



December 2,

 

September 2,



2017

 

2017



(Unaudited)

 

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

$

20,252 

 

$

16,083 

Accounts receivable, net of allowance for doubtful accounts of $13,385 and $13,278, respectively

 

479,391 

 

 

471,795 

Inventories

 

469,432 

 

 

464,959 

Prepaid expenses and other current assets

 

54,441 

 

 

52,742 

Total current assets

 

1,023,516 

 

 

1,005,579 

Property, plant and equipment, net

 

311,846 

 

 

316,305 

Goodwill

 

633,529 

 

 

633,728 

Identifiable intangibles, net

 

107,731 

 

 

110,429 

Other assets

 

31,590 

 

 

32,871 

Total assets

$

2,108,212 

 

$

2,098,912 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Short-term debt

$

291,679 

 

$

331,986 

Accounts payable

 

124,917 

 

 

121,266 

Accrued liabilities

 

115,527 

 

 

104,473 

Total current liabilities

 

532,123 

 

 

557,725 

Long-term debt

 

201,002 

 

 

200,991 

Deferred income taxes and tax uncertainties

 

115,056 

 

 

115,056 

Total liabilities

 

848,181 

 

 

873,772 

Commitments and Contingencies

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

Preferred stock; $0.001 par value; 5,000,000 shares authorized; none issued and outstanding 

 

 —

 

 

 —

Class A common stock (one vote per share); $0.001 par value; 100,000,000 shares authorized; 54,063,976 and 53,513,806 shares issued, respectively

 

54 

 

 

54 

Class B common stock (ten votes per share); $0.001 par value; 50,000,000 shares authorized; 11,402,636 and 11,850,636 shares issued and outstanding, respectively

 

11 

 

 

12 

Additional paid-in capital

 

633,944 

 

 

626,995 

Retained earnings

 

1,201,128 

 

 

1,168,812 

Accumulated other comprehensive loss 

 

(18,106)

 

 

(17,263)

Class A treasury stock, at cost, 9,010,839 and 8,972,729 shares, respectively

 

(557,000)

 

 

(553,470)

Total shareholders’ equity

 

1,260,031 

 

 

1,225,140 

Total liabilities and shareholders’ equity

$

2,108,212 

 

$

2,098,912 



 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.



 

 

 

 

 

 

4


 

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)







 

 

 

 

 

 



 

Thirteen Weeks Ended



 

December 2,

 

December 3,



 

2017

 

2016

Net sales

 

$

768,561 

 

$

686,271 

Cost of goods sold

 

 

433,492 

 

 

377,536 

Gross profit

 

 

335,069 

 

 

308,735 

Operating expenses

 

 

235,791 

 

 

218,135 

Income from operations

 

 

99,278 

 

 

90,600 

Other (expense) income:

 

 

 

 

 

 

Interest expense

 

 

(3,237)

 

 

(2,934)

Interest income

 

 

163 

 

 

163 

Other (expense) income, net

 

 

(408)

 

 

(284)

Total other expense

 

 

(3,482)

 

 

(3,055)

Income before provision for income taxes

 

 

95,796 

 

 

87,545 

Provision for income taxes

 

 

36,211 

 

 

33,257 

Net income

 

$

59,585 

 

$

54,288 

Per share information:

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

Basic

 

$

1.06 

 

$

0.96 

Diluted

 

$

1.05 

 

$

0.96 

Weighted average shares used in computing net income per common share:

 

 

 

 

 

 

Basic

 

 

56,287 

 

 

56,381 

Diluted

 

 

56,504 

 

 

56,608 

Cash dividends declared per common share

 

$

0.48 

 

$

0.45 



 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 



5


 

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Comprehensive Income

 (In thousands)

(Unaudited)







 

 

 

 

 

 



 

Thirteen Weeks Ended



 

December 2,

 

December 3,



 

2017

 

2016

Net income, as reported

 

$

59,585 

 

$

54,288 

Foreign currency translation adjustments

 

 

(843)

 

 

(1,547)

Comprehensive income

 

$

58,742 

 

$

52,741 



 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 



 

6


 

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statement of Shareholders’ Equity

Thirteen Weeks Ended December 2, 2017

(In thousands)

(Unaudited)







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Class A
Common Stock

 

Class B
Common Stock

 

Additional

 

 

 

 

Accumulated
Other

 

Class A
Treasury Stock

 

 

 



 

Shares

 

Amount

 

Shares

 

Amount

 

Paid-In Capital

 

Retained
Earnings

 

Comprehensive
Loss

 

Shares

 

Amount
at Cost

 

Total

Balance at September 2, 2017

 

53,514 

 

$

54 

 

11,851 

 

$

12 

 

$

626,995 

 

$

1,168,812 

 

$

(17,263)

 

8,973 

 

$

(553,470)

 

$

1,225,140 

Exchange of Class B common stock for Class A common stock

 

448 

 

 

 —

 

(448)

 

 

(1)

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(1)

Exercise of common stock options

 

36 

 

 

 —

 

 —

 

 

 —

 

 

2,405 

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

2,405 

Common stock issued under associate stock purchase plan

 

 —

 

 

 —

 

 —

 

 

 —

 

 

471 

 

 

 —

 

 

 —

 

(13)

 

 

488 

 

 

959 

Issuance of restricted common stock, net of cancellations

 

(1)

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

Shares issued from restricted stock units, including dividend equivalent units

 

67 

 

 

 —

 

 —

 

 

 —

 

 

179 

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

179 

Stock-based compensation

 

 —

 

 

 —

 

 —

 

 

 —

 

 

3,894 

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

3,894 

Repurchases of common stock

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

51 

 

 

(4,018)

 

 

(4,018)

Cash dividends on Class A common stock

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(21,459)

 

 

 —

 

 —

 

 

 —

 

 

(21,459)

Cash dividends on Class B common stock

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(5,628)

 

 

 —

 

 —

 

 

 —

 

 

(5,628)

Dividend equivalent units declared, net of cancellations

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(182)

 

 

 —

 

 —

 

 

 —

 

 

(182)

Foreign currency translation adjustment

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(843)

 

 —

 

 

 —

 

 

(843)

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

59,585 

 

 

 —

 

 —

 

 

 —

 

 

59,585 

Balance at December 2, 2017

 

54,064 

 

$

54 

 

11,403 

 

$

11 

 

$

633,944 

 

$

1,201,128 

 

$

(18,106)

 

9,011 

 

$

(557,000)

 

$

1,260,031 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

7


 

 

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)













 

 

 

 

 

 



 

 

 

 

 

 



 

Thirteen Weeks Ended



 

December 2,

 

December 3,



 

2017

 

2016

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net income

 

$

59,585 

 

$

54,288 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

15,749 

 

 

15,447 

Stock-based compensation

 

 

3,894 

 

 

3,538 

Loss on disposal of property, plant, and equipment

 

 

126 

 

 

49 

Provision for doubtful accounts

 

 

1,698 

 

 

1,305 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(9,291)

 

 

(1,021)

Inventories

 

 

(4,259)

 

 

(10,299)

Prepaid expenses and other current assets

 

 

(1,663)

 

 

3,792 

Other assets

 

 

1,252 

 

 

(465)

Accounts payable and accrued liabilities

 

 

14,888 

 

 

9,326 

Total adjustments

 

 

22,394 

 

 

21,672 

Net cash provided by operating activities

 

 

81,979 

 

 

75,960 

Cash Flows from Investing Activities:

 

 

 

 

 

 

Expenditures for property, plant and equipment

 

 

(9,028)

 

 

(12,497)

Cash used in business acquisition

 

 

(738)

 

 

 —

Net cash used in investing activities

 

 

(9,766)

 

 

(12,497)

Cash Flows from Financing Activities:

 

 

 

 

 

 

Repurchases of common stock

 

 

(4,018)

 

 

(3,207)

Payments of cash dividends

 

 

(27,087)

 

 

(25,495)

Payments on capital lease and financing obligations

 

 

(115)

 

 

(388)

Proceeds from sale of Class A common stock in connection with associate stock purchase plan

 

 

959 

 

 

909 

Proceeds from exercise of Class A common stock options

 

 

2,405 

 

 

6,931 

Borrowings under financing obligations

 

 

721 

 

 

739 

Borrowings under Credit Facility

 

 

24,000 

 

 

15,000 

Private Placement Loan financing costs

 

 

 —

 

 

(142)

Payments of notes payable and revolving credit note under the Credit Facility

 

 

(65,000)

 

 

(78,500)

Net cash used in financing activities

 

 

(68,135)

 

 

(84,153)

Effect of foreign exchange rate changes on cash and cash equivalents

 

 

91 

 

 

(78)

Net increase (decrease) in cash and cash equivalents

 

 

4,169 

 

 

(20,768)

Cash and cash equivalents—beginning of period

 

 

16,083 

 

 

52,890 

Cash and cash equivalents—end of period

 

$

20,252 

 

$

32,122 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

 

Cash paid for income taxes

 

$

1,757 

 

$

1,983 

Cash paid for interest

 

$

2,068 

 

$

1,400 



 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.



 

 

 

 

 

 

 



 

8


 

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

 

Note 1. Basis of Presentation



The accompanying condensed consolidated financial statements include MSC Industrial Direct Co., Inc. (“MSC”) and all of 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 of 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 (consisting of normal recurring adjustments) have been included. Operating results for the thirteen-week period ended December 2, 2017 is 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.



There have been no changes to significant accounting policies since September 2, 2017. As a result of the Company’s adoption of Accounting Standards Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting in the second quarter of fiscal 2017, adjustments were recorded to the thirteen-week period ended December 3, 2016, which was the beginning of the annual period of adoption.



Recently Adopted Accounting Pronouncements



Share-based Payments



In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements.  The Company early adopted ASU 2016-09 in the second quarter of fiscal 2017, which required us to reflect any adjustments as of September 4, 2016, the beginning of the annual period that includes the interim period of adoption.    Prior fiscal year periods were not retrospectively adjusted.



Adoption of the new standard affected our previously reported fiscal first quarter of 2017 net income per share as follows:







 

 

 

 

 

 



 

Thirteen Weeks Ended



 

December 3, 2016



 

As Reported

 

As Adjusted

Condensed Consolidated Statements of Income:

 

(in thousands, except per share data)

Provision for income taxes

 

$

33,442 

 

$

33,257 

Net income

 

$

54,103 

 

$

54,288 

Per share information:

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 Basic

 

$

0.96 

 

$

0.96 

 Diluted

 

$

0.95 

 

$

0.96 

Weighted average shares used in computing net income per common share:

 

 

 

 

 

 

 Basic

 

 

56,381 

 

 

56,381 

 Diluted

 

 

56,572 

 

 

56,608 



9


 

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

 

Deferred Taxes



In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. This update requires an entity to classify deferred tax liabilities and assets as non-current within a classified balance sheet. ASU 2015-17 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. This update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The FASB allowed early adoption of this standard and, therefore, the Company prospectively adopted ASU 2015-17 during its first quarter of fiscal 2017. As a result of adopting this standard, $46,627 of deferred income taxes that were previously presented as a current asset are now included within long-term liabilities, as the Company was in a net deferred tax liability position in its first quarter of fiscal 2017 which was the time of adoption.  Prior periods were not retrospectively adjusted.



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



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 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.



10


 

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

 

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.

 

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 weeks ended December 2, 2017 and December 3, 2016, respectively:







 

 

 

 

 

 

 



 

Thirteen Weeks Ended

 



 

December 2,

 

December 3,

 



 

2017

 

2016

 

Net income as reported

 

$

59,585 

 

$

54,288 

 

Less: Distributed net income available to participating securities

 

 

(34)

 

 

(77)

 

Less: Undistributed net income available to participating securities

 

 

(69)

 

 

(114)

 

Numerator for basic net income per share:

 

 

 

 

 

 

 

Undistributed and distributed net income available to common shareholders         

 

$

59,482 

 

$

54,097 

 

  Add: Undistributed net income allocated to participating securities

 

 

69 

 

 

114 

 

Less: Undistributed net income reallocated to participating securities

 

 

(69)

 

 

(114)

 



 

 

 

 

 

 

 

Numerator for diluted net income per share:

 

 

 

 

 

 

 

Undistributed and distributed net income available to common shareholders

 

$

59,482 

 

$

54,097 

 

Denominator:

 

 

 

 

 

 

 

Weighted average shares outstanding for basic net income per share

 

 

56,287 

 

 

56,381 

 

Effect of dilutive securities

 

 

217 

 

 

227 

 

Weighted average shares outstanding for diluted net income per share

 

 

56,504 

 

 

56,608 

 

Net income per share Two-class method:

 

 

 

 

 

 

 

Basic

 

$

1.06 

 

$

0.96 

 

Diluted

 

$

1.05 

 

$

0.96 

 



Antidilutive stock options of 957 and 606 were not included in the computation of diluted earnings per share for the thirteen-week periods ended December 2, 2017 and December 3, 2016, respectively. 

 

11


 

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

 



Note 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-week periods ended December 2, 2017 and December 3, 2016 was as follows:







 

 

 

 

 

 

 



 

Thirteen Weeks Ended

 



 

December 2,

 

December 3,

 



 

2017

 

2016

 

Stock options

 

$

1,194 

 

$

1,112 

 

Restricted share awards

 

 

902 

 

 

1,322 

 

Restricted stock units

 

 

1,754 

 

 

1,042 

 

Associate Stock Purchase Plan

 

 

44 

 

 

62 

 

Total 

 

 

3,894 

 

 

3,538 

 

Deferred income tax benefit

 

 

(1,480)

 

 

(1,344)

 

Stock-based compensation expense, net

 

$

2,414 

 

$

2,194 

 



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:







 

 

 

 

 

 



 

Thirteen Weeks Ended



 

December 2,

 

December 3,



 

2017

 

2016

Expected life (in years)

 

4.0 

 

 

4.1 

 

Risk-free interest rate

 

1.87 

%

 

1.16 

%

Expected volatility

 

22.13 

%

 

20.50 

%

Expected dividend yield

 

2.30 

%

 

2.40 

%

Weighted-average grant-date fair value

 

$12.25 

 

 

$9.29 

 



A summary of the Company’s stock option activity for the thirteen-week period ended December 2, 2017 is as follows:







 

 

 

 

 

 

 

 

 



Options

 

Weighted-Average Exercise Price per Share

 

Weighted-Average Remaining Contractual Term (in years)

 

Aggregate Intrinsic Value

Outstanding on September 2, 2017

1,743 

 

$

70.88 

 

 

 

 

 

Granted

436 

 

 

79.60 

 

 

 

 

 

Exercised

(36)

 

 

66.53 

 

 

 

 

 

Canceled/Forfeited

(17)

 

 

73.25 

 

 

 

 

 

Outstanding on December 2, 2017

2,126 

 

$

72.72 

 

4.9 

 

$

37,520 

Exercisable on December 2, 2017

959 

 

$

73.19 

 

3.7 

 

$

16,480 



The unrecognized share‑based compensation cost related to stock option expense at December 2, 2017 was $11,149 and will be recognized over a weighted average period of 2.9 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 thirteen-week periods ended December 2, 2017 and December 3, 2016 was $577 and $1,596, respectively.



12


 

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

 

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 thirteen-week period ended December 2, 2017 is as follows:









 

 

 

 



Shares

 

Weighted-Average  Grant-Date Fair Value

Non-vested restricted share awards at September 2, 2017

160 

 

$

80.49 

Granted

 —

 

 

 —

Vested

(86)

 

 

79.45 

Canceled/Forfeited

(1)

 

 

82.27 

Non-vested restricted share awards at December 2, 2017

73 

 

$

81.56 



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 December 2, 2017 was $3,966 and will be recognized over a weighted average period of 1.6 years.    



Restricted stock units



A summary of the Company’s non-vested Restricted Stock Unit (“RSU”) award activity for the thirteen-week period ended December 2, 2017 is as follows:







 

 

 

 



Shares

 

Weighted-Average  Grant-Date Fair Value

Non-vested restricted stock unit awards at September 2, 2017

313 

 

$

66.66 

Granted

152 

 

 

79.60 

Vested

(65)

 

 

65.04 

Canceled/Forfeited

(6)

 

 

69.90 

Non-vested restricted stock unit awards at December 2, 2017

394 

 

$

71.88 



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 December 2, 2017 was $23,744 and is expected to be recognized over a weighted average period of 3.8 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:





Level 1

Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active  markets.



Level 2

Include other inputs that are directly or indirectly observable in the marketplace.



Level 3

Unobservable inputs which are supported by little or no market activity.



13


 

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

 

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 to 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 December 2, 2017 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-week period ended December 2, 2017. 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 December 2, 2017 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 instruments is a reasonable estimate of fair value as of December 2, 2017 and September 2, 2017 due to the short-term maturity of these items.



During the thirteen weeks ended December 2, 2017 and December 3, 2016, the Company had no measurements 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 December 2, 2017 and September 2, 2017 consisted of the following:







 

 

 

 

 

 



 

December 2,

 

September 2,



 

2017

 

2017



 

(Dollars in thousands)

Credit Facility:

 

 

 

 

 

 

   Revolver

 

$

291,000 

 

$

332,000 

Private Placement Debt:

 

 

 

 

 

 

   Senior notes, series A

 

 

75,000 

 

 

75,000 

   Senior notes, series B

 

 

100,000 

 

 

100,000 

Capital lease and financing obligations

 

 

28,436 

 

 

27,829 

   Less: unamortized debt issuance costs

 

 

(1,755)

 

 

(1,852)

Total debt

 

$

492,681 

 

$

532,977 

   Less: short-term debt(1)

 

 

(291,679)

 

 

(331,986)

Long-term debt

 

$

201,002 

 

$

200,991 

____________________

(1)

Net of unamortized debt issuance costs expected to be amortized in the next twelve months.



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

14


 

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

 

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 December 2, 2017 was 2.46% which represents LIBOR plus 1.125%. Based on the interest period the Company selects, interest may be payable every one, two, three or six 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.



During the thirteen-week period ended December 2, 2017, the Company borrowed $24,000 and repaid $65,000 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”):



·

$75,000 aggregate principal amount of 2.65% Senior Notes, Series A, due July 28, 2023 (“Senior notes, series A”); and

·

$100,000 aggregate principal amount of 2.90% Senior Notes, Series B, due July 28, 2026 (“Senior notes, series B”).



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



The Credit Facility and Private Placement Debt 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 to1.00), 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 and Private Placement Debt.



At December 2, 2017, the Company was in compliance with the operating and financial covenants of the Credit Facility and Private Placement Debt.



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 December 2, 2017 and September 2, 2017, the capital lease obligation was approximately $27,025. 



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

15


 

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

(Dollar amounts and shares in thousands, except per share data)

(Unaudited)

 

time based on the terms agreed upon. During the thirteen-week period ended December 2, 2017, the Company entered into a financing obligation for certain software totaling $721.  The gross amount of property and equipment acquired under this financing obligation at December 2, 2017 was approximately $721. Related accumulated amortization totaled $120 as of December 2, 2017.

 

Note 6. Shareholders’ Equity



The Company paid cash dividends of  $0.48 per common share totaling $27,087 for the thirteen weeks ended December 2, 2017. For the thirteen weeks ended December 3, 2016, the Company paid cash dividends of $0.45 per common share totaling $25,495. On January 2, 2018, the Board of Directors declared a quarterly cash dividend of $0.58 per share payable on January 30, 2018 to shareholders of record at the close of business on January 16, 2018. The dividend will result in a payout of approximately $32,745, based on the number of shares outstanding at December 27, 2017.



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 thirteen-week period ended December 2, 2017, the Company repurchased 51 shares of its Class A common stock for $4,018, which is reflected at cost as treasury stock in the accompanying condensed consolidated financial statements. All of these 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, bringing the total number of shares of Class A common stock authorized for future repurchase to approximately 2,800 shares.

 

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-week periods ended December 2, 2017 and December 3, 2016 was minimal.

 

Note 8. Income Taxes

 

During the thirteen-week period ended December 2, 2017, 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.

 

Note 10. Subsequent Event



On December 22, 2017, President Trump signed into law the “Tax Cut and Jobs Act” (the “Act”).  The Act lowers the corporate tax rate for C corporations from 35% to 21% effective January 1, 2018.  The Company expects to recognize a net one-time tax benefit in its second quarter of fiscal 2018 for the re-valuation 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. 



 

16


 

 

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 1.5 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.



Our experienced team of over 6,500 associates works with our customers to help drive results for their businesses, from keeping operations running efficiently today to continuously rethinking, retooling, and optimizing for a more productive tomorrow. We offer approximately 1,562,000 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 located 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 drive 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 2,337 at December 2, 2017, compared to 2,352 at December 3, 2016. We will continue to manage our sales and service headcount based on economic conditions and our business plans.



Recent Developments



The U.S. Congress passed the “Tax Cut and Jobs Act” tax reform legislation (the “Act”), which was signed into law by President Trump on December 22, 2017. Under the Act, the U.S. corporate tax rate will be reduced to 21% from 35% effective January 1, 2018.  Our fiscal second quarter effective income tax rate will reflect a benefit to adjust the first quarter rate down to the new estimated prorated full year rate. In addition, at December 2, 2017, the Company had a net deferred tax liability of approximately $109.1 million based on a combined U.S. federal and state tax rate of 38%. This liability will be revalued at the lower rate, resulting in a benefit to income tax expense in continuing operations and a corresponding reduction in the deferred tax liability in our second quarter of fiscal 2018, the period in which the tax legislation was enacted, and is expected to result in a net one-time favorable impact to tax expense of an estimated $38 million to $40 million in our fiscal second quarter. The actual amounts recognized will be impacted by the further analysis of a number of provisions in the legislation and our fiscal second quarter financial results.



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.



17


 

 

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 first quarter of our fiscal year 2018, including certain national account customers. Through statistical analysis, we have found that trends in our customers’ activity is most strongly 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:







 

 

Period

 

MBI

September

 

56.2

October

 

57.9

November

 

55.2



 

 

Fiscal 2018 Q1 average

 

56.4

12-month average

 

55.3



The MBI spiked up in October to 57.9, the highest MBI reading in over five years, then decreased to 55.2 in November.  Throughout the quarter, MBI levels remained in excess of the trailing 12-month average of 55.3.  Details released with the November MBI indicate an expanding metalworking environment, supported by new orders, production, employment, and supplier deliveries. The most recent December MBI reading of 56.2 displays continued expansion, representing the 12th 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 December 2, 2017 Compared to the Thirteen-Week Period Ended December 3, 2016



The table below summarizes the Company’s results of operations both in dollars (in thousands) and as a percentage of net sales for the periods indicated:







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Thirteen Weeks Ended

 

 

 

 

 



 

December 2, 2017

 

December 3, 2016

 

Change



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

$

 

 

%

 

 

$

 

 

%

 

 

$

 

 

%

Net sales

 

$

768,561 

 

 

100.0% 

 

$

686,271 

 

 

100.0% 

 

$

82,290 

 

 

12.0% 

Cost of goods sold

 

 

433,492 

 

 

56.4% 

 

 

377,536 

 

 

55.0% 

 

 

55,956 

 

 

14.8% 

Gross profit

 

 

335,069 

 

 

43.6% 

 

 

308,735 

 

 

45.0% 

 

 

26,334 

 

 

8.5% 

Operating expenses

 

 

235,791 

 

 

30.7% 

 

 

218,135 

 

 

31.8% 

 

 

17,656 

 

 

8.1% 

Income from operations

 

 

99,278 

 

 

12.9% 

 

 

90,600 

 

 

13.2% 

 

 

8,678 

 

 

9.6% 

Total other expense

 

 

(3,482)

 

 

(0.4)%

 

 

(3,055)

 

 

(0.4)%

 

 

(427)

 

 

14.0% 

Income before provision for income taxes

 

 

95,796 

 

 

12.5% 

 

 

87,545 

 

 

12.8% 

 

 

8,251 

 

 

9.4% 

Provision for income taxes

 

 

36,211 

 

 

4.7% 

 

 

33,257 

 

 

4.8% 

 

 

2,954 

 

 

8.9% 

Net income

 

$

59,585 

 

 

7.8% 

 

$

54,288 

 

 

7.9% 

 

$

5,297 

 

 

9.8% 



Net Sales



Net sales increased 12.0% or approximately $82.3 million for the thirteen-week period ended December 2, 2017, as compared to the thirteen-week period ended December 3, 2016.  We estimate that this $82.3 million increase in net sales is comprised of (i) approximately $53.7 million of higher sales volume, excluding DECO operations; (ii) approximately $29.7 million from DECO operations, which we acquired in July 2017; and (iii) approximately $1.2 million from foreign exchange impact; partially offset by (iv) approximately $2.3 million in reductions from pricing, resulting from changes in customer and product mix, discounting and other items. Of the above $82.3 million increase in net sales, sales to our government and national account programs (“Large Account Customers”) increased by approximately $33.0 million and sales other than to our Large Account Customers increased by approximately $49.3 million.

18


 

 



The table below shows the change in our average daily sales by total company and by customer type for the thirteen- week period ended December 2, 2017 compared to the same period in the prior fiscal year:









 

 

 

 

 

 

Average Daily Sales Percentage Change

(unaudited)



 

 

 

 

 

 

2018 vs. 2017 Fiscal Period

 

Thirteen Week Period Ended Fiscal Q1

 

% of Total Business



 

 

 

 

 

 

Total Company

 

12.0 

%

 

 

 

Manufacturing Customers(1)

 

11.4 

%

 

68 

%

Non-Manufacturing Customers(1)

 

13.1 

%

 

32 

%

_____________



(1)

Excludes U.K. operations.



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 (“eCommerce platforms”), represented 59.8% of consolidated net sales for the thirteen-week period ended December 2, 2017, compared to 59.6% 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 43.6% for the thirteen-week period ended December 2, 2017 as compared to 45.0% 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 for the thirteen-week period ended December 2, 2017.  In addition, the decline was a result of changes in net pricing and customer and product mix. We experienced growth in both our vending program and Large Account Customer sales, which are typically transacted at lower gross margins. 



Operating Expenses



Operating expenses increased 8.1% to $235.8 m