Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Sep. 03, 2022 | Oct. 03, 2022 | Feb. 25, 2022 | |
Class of Stock [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Sep. 03, 2022 | ||
Current Fiscal Year End Date | --09-03 | ||
Document Fiscal Year Focus | 2022 | ||
Document Transition Report | false | ||
Entity File Number | 1-14130 | ||
Entity Registrant Name | MSC INDUSTRIAL DIRECT CO., INC. | ||
Entity Incorporation, State or Country Code | NY | ||
Entity Tax Identification Number | 11-3289165 | ||
Entity Address, Address Line One | 515 Broadhollow Road | ||
Entity Address, City or Town | Suite 1000, Melville | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 11747 | ||
City Area Code | 516 | ||
Local Phone Number | 812-2000 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.001 per share | ||
Trading Symbol | MSM | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,576,295,429 | ||
Documents Incorporated by Reference [Text Block] | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement to be filed with the United States Securities and Exchange Commission in connection with the registrant’s 2023 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described herein. | ||
Entity Central Index Key | 0001003078 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Jericho, New York | ||
Auditor Firm ID | 42 | ||
Class A Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Entity Common Stock, Shares Outstanding | 47,219,586 | ||
Class B Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Entity Common Stock, Shares Outstanding | 8,654,010 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 03, 2022 | Aug. 28, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 43,537 | $ 40,536 |
Accounts receivable, net of allowance for credit losses of $20,771 and $18,416, respectively | 687,608 | 560,373 |
Inventories | 715,625 | 624,169 |
Prepaid expenses and other current assets | 96,853 | 89,167 |
Total current assets | 1,543,623 | 1,314,245 |
Property, plant and equipment, net | 286,666 | 298,416 |
Goodwill | 710,130 | 692,704 |
Identifiable intangibles, net | 114,328 | 101,854 |
Operating lease assets | 64,780 | 49,011 |
Other assets | 9,887 | 5,885 |
Total assets | 2,729,414 | 2,462,115 |
Current Liabilities: | ||
Current portion of debt including obligations under finance leases | 325,680 | 202,433 |
Current portion of operating lease liabilities | 18,560 | 13,927 |
Accounts payable | 217,378 | 186,330 |
Accrued expenses and other current liabilities | 164,326 | 159,238 |
Total current liabilities | 725,944 | 561,928 |
Long-term debt including obligations under finance leases | 468,912 | 583,616 |
Noncurrent operating lease liabilities | 47,616 | 36,429 |
Deferred income taxes and tax uncertainties | 124,659 | 108,827 |
Other noncurrent liabilities | 9,443 | |
Total liabilities | 1,367,131 | 1,300,243 |
Commitments and Contingencies | ||
MSC Industrial Shareholders’ Equity: | ||
Preferred Stock; $0.001 par value; 5,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 798,408 | 740,867 |
Retained earnings | 681,292 | 532,315 |
Accumulated other comprehensive loss | (23,121) | (17,984) |
Class A treasury stock, at cost, 1,228,472 and 1,223,644 shares, respectively | (106,202) | (104,384) |
Total MSC Industrial shareholders’ equity | 1,350,434 | 1,150,871 |
Noncontrolling interest | 11,849 | 11,001 |
Total shareholders' equity | 1,362,283 | 1,161,872 |
Total liabilities and shareholders' equity | 2,729,414 | 2,462,115 |
Class A Common Stock [Member] | ||
MSC Industrial Shareholders’ Equity: | ||
Common Stock | 48 | 48 |
Class B Common Stock [Member] | ||
MSC Industrial Shareholders’ Equity: | ||
Common Stock | $ 9 | $ 9 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 03, 2022 | Aug. 28, 2021 | |
Accounts receivable, allowance for credit losses | $ 20,771 | $ 18,416 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A treasury stock, at cost, shares | 1,228,472 | 1,223,644 |
Class A Common Stock [Member] | ||
Common stock, votes per share | one | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 48,447,384 | 48,042,901 |
Class B Common Stock [Member] | ||
Common stock, votes per share | ten | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares outstanding | 8,654,010 | 8,654,010 |
Consolidated Statements Of Inco
Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Consolidated Statements Of Income [Abstract] | |||
Net sales | $ 3,691,893 | $ 3,243,224 | $ 3,192,399 |
Cost of goods sold | 2,133,645 | 1,909,709 | 1,849,077 |
Gross profit | 1,558,248 | 1,333,515 | 1,343,322 |
Operating expenses | 1,083,862 | 994,468 | 975,553 |
Impairment loss, net | 5,886 | ||
Restructuring and other costs | 15,805 | 31,392 | 17,029 |
Gain loss on sale | (10,132) | ||
Income from operations | 468,713 | 301,769 | 350,740 |
Other income (expense): | |||
Interest expense | (17,599) | (14,510) | (16,673) |
Interest income | 150 | 66 | 333 |
Other income (expense), net | (132) | 1,054 | (150) |
Total other expense | (17,581) | (13,390) | (16,490) |
Income before provision for income taxes | 451,132 | 288,379 | 334,250 |
Provision for income taxes | 110,650 | 70,442 | 82,492 |
Net income | 340,482 | 217,937 | 251,758 |
Less: Net income attributable to noncontrolling interest | 696 | 1,030 | 641 |
Net income attributable to MSC Industrial | $ 339,786 | $ 216,907 | $ 251,117 |
Net income per common share: | |||
Basic | $ 6.09 | $ 3.89 | $ 4.53 |
Diluted | $ 6.06 | $ 3.87 | $ 4.51 |
Weighted-average shares used in computing net income per common share: | |||
Basic | 55,777 | 55,737 | 55,472 |
Diluted | 56,045 | 56,093 | 55,643 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Consolidated Statements Of Comprehensive Income [Abstract] | |||
Net income, as reported | $ 340,482 | $ 217,937 | $ 251,758 |
Other comprehensive income, net of tax: | |||
Foreign currency translation adjustments | (4,985) | 3,852 | 1,016 |
Comprehensive income | 335,497 | 221,789 | 252,774 |
Comprehensive income attributable to noncontrolling interest: | |||
Net income | (696) | (1,030) | (641) |
Foreign currency translation adjustments | (152) | (418) | 342 |
Comprehensive income attributable to MSC Industrial | $ 334,649 | $ 220,341 | $ 252,475 |
Consolidated Statements Of Co_2
Consolidated Statements Of Comprehensive Income (Parenthetical) - USD ($) | 12 Months Ended | ||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Consolidated Statements Of Comprehensive Income [Abstract] | |||
Other comprehensive income, taxes | $ 0 | $ 0 | $ 0 |
Consolidated Statements Of Shar
Consolidated Statements Of Shareholders' Equity - USD ($) $ in Thousands | Class A Common Stock [Member] Common Stock [Member] | Class A Common Stock [Member] Retained Earnings [Member] Regular Dividends [Member] | Class A Common Stock [Member] Retained Earnings [Member] Special Dividends [Member] | Class A Common Stock [Member] Treasury Stock [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] Common Stock [Member] | Class B Common Stock [Member] Retained Earnings [Member] Regular Dividends [Member] | Class B Common Stock [Member] Retained Earnings [Member] Special Dividends [Member] | Class B Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance, Value at Aug. 31, 2019 | $ 46 | $ 10 | $ 659,226 | $ 946,651 | $ (22,776) | $ (104,607) | $ 5,329 | |||||||||
Associate Incentive Plans | $ 1 | |||||||||||||||
Associate Incentive Plans | 31,513 | |||||||||||||||
Issuance of Noncontrolling Interest | ||||||||||||||||
Capital Contributions | ||||||||||||||||
Foreign Currency Translation Adjustment | 1,358 | (342) | $ 1,016 | |||||||||||||
Net Income (Loss) | 251,117 | 641 | 251,117 | |||||||||||||
Repurchase and retirement of Class A common stock, Value | ||||||||||||||||
Repurchases of Class A common stock, Value | $ (3,444) | |||||||||||||||
Exchange of Class B common stock for Class A common stock, value | ||||||||||||||||
Cash dividends declared on Common Stock | $ (136,258) | $ (226,984) | $ (30,279) | $ (50,650) | ||||||||||||
Dividend equivalents declared, net of cancellations | (4,082) | |||||||||||||||
Associate Incentive Plans | 4,103 | |||||||||||||||
Balance, Value at Aug. 29, 2020 | 47 | 10 | 690,739 | 749,515 | (21,418) | (103,948) | $ 1,314,945 | 5,628 | 1,320,573 | |||||||
Dividends declared per Common Share | $ 8 | $ 8 | ||||||||||||||
Associate Incentive Plans | ||||||||||||||||
Associate Incentive Plans | 50,251 | |||||||||||||||
Issuance of Noncontrolling Interest | 3,825 | |||||||||||||||
Capital Contributions | 100 | |||||||||||||||
Foreign Currency Translation Adjustment | 3,434 | 418 | 3,852 | |||||||||||||
Net Income (Loss) | 216,907 | 1,030 | 216,907 | |||||||||||||
Repurchase and retirement of Class A common stock, Value | (123) | (67,343) | ||||||||||||||
Repurchases of Class A common stock, Value | (3,795) | |||||||||||||||
Exchange of Class B common stock for Class A common stock, value | 1 | (1) | ||||||||||||||
Cash dividends declared on Common Stock | (140,296) | (163,511) | (27,003) | (31,840) | ||||||||||||
Dividend equivalents declared, net of cancellations | (4,114) | |||||||||||||||
Associate Incentive Plans | 3,359 | |||||||||||||||
Balance, Value at Aug. 28, 2021 | 48 | 9 | 740,867 | 532,315 | (17,984) | (104,384) | 1,150,871 | 11,001 | 1,161,872 | |||||||
Dividends declared per Common Share | $ 6.50 | 6.50 | ||||||||||||||
Associate Incentive Plans | ||||||||||||||||
Associate Incentive Plans | 57,591 | |||||||||||||||
Issuance of Noncontrolling Interest | ||||||||||||||||
Capital Contributions | ||||||||||||||||
Foreign Currency Translation Adjustment | (5,137) | 152 | (4,985) | |||||||||||||
Net Income (Loss) | 339,786 | 696 | 339,786 | |||||||||||||
Repurchase and retirement of Class A common stock, Value | (50) | (22,076) | ||||||||||||||
Repurchases of Class A common stock, Value | $ (5,233) | |||||||||||||||
Exchange of Class B common stock for Class A common stock, value | ||||||||||||||||
Cash dividends declared on Common Stock | $ (141,414) | $ (25,962) | ||||||||||||||
Dividend equivalents declared, net of cancellations | (1,357) | |||||||||||||||
Associate Incentive Plans | 3,415 | |||||||||||||||
Balance, Value at Sep. 03, 2022 | $ 48 | $ 9 | $ 798,408 | $ 681,292 | $ (23,121) | $ (106,202) | $ 1,350,434 | $ 11,849 | $ 1,362,283 | |||||||
Dividends declared per Common Share | $ 3 | $ 3 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Cash Flows from Operating Activities: | |||
Net income | $ 340,482 | $ 217,937 | $ 251,758 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 70,376 | 68,846 | 69,079 |
Non-cash operating lease cost | 17,190 | 18,578 | 22,696 |
Stock-based compensation | 19,264 | 17,721 | 16,932 |
Gain loss on sale | (10,132) | ||
Inventory write-down | 30,091 | ||
Operating lease and fixed asset impairment due to restructuring | 16,335 | ||
Non-cash changes in fair value of estimated contingent consideration | (879) | ||
Provision for credit losses | 9,806 | 8,181 | 11,008 |
Deferred income taxes and tax uncertainties | 10,761 | (13,611) | 7,719 |
Changes in operating assets and liabilities, net of amounts associated with business acquired | |||
Accounts receivable | (123,571) | (73,041) | 36,772 |
Inventories | (81,494) | (107,037) | 16,462 |
Prepaid expenses and other current assets | (7,429) | (10,141) | (11,540) |
Operating lease liabilities | (17,147) | (33,312) | (22,184) |
Other assets | (2,258) | (1,055) | 2,809 |
Accounts payable and accrued liabilities | 20,293 | 84,407 | (5,574) |
Total adjustments | (94,299) | 6,525 | 144,981 |
Net cash provided by operating activities | 246,183 | 224,462 | 396,739 |
Cash Flows from Investing Activities: | |||
Expenditures for property, plant and equipment | (61,373) | (53,746) | (46,991) |
Cash used in business acquisitions, net of cash acquired | (57,865) | (22,000) | (2,286) |
Net proceeds from sale of property | 24,745 | ||
Net cash used in investing activities | (94,493) | (75,746) | (49,277) |
Cash Flows from Financing Activities: | |||
Repurchases of common stock | (27,359) | (71,261) | (3,444) |
Payments of regular cash dividends | (167,376) | (167,299) | (166,537) |
Payments of special cash dividends | (195,351) | (277,634) | |
Proceeds from sale of Class A Common Stock in connection with associate stock purchase plan | 4,296 | 4,136 | 4,140 |
Proceeds from exercise of Class A Common Stock options | 34,659 | 29,667 | 13,687 |
Borrowings under credit facilities | 374,000 | 583,500 | 1,012,200 |
Payments under credit facilities | (364,500) | (399,200) | (916,000) |
Contributions from non-controlling interest | 100 | 104 | |
Proceeds from other long-term debt | 4,750 | 100,000 | |
Payments under Shelf Facility Agreements and Private Placement Debt | (20,000) | (20,000) | |
Payments on finance lease and financing obligations | (2,466) | (2,584) | (2,189) |
Other, net | 606 | (205) | 1,055 |
Net cash used in financing activities | (148,140) | (233,747) | (254,618) |
Effect of foreign exchange rate changes on cash and cash equivalents | (549) | 356 | 81 |
Net increase (decrease) in cash and cash equivalents | 3,001 | (84,675) | 92,925 |
Cash and cash equivalents—beginning of period | 40,536 | 125,211 | 32,286 |
Cash and cash equivalents—end of period | 43,537 | 40,536 | 125,211 |
Supplemental Disclosure of Cash Flow Information: | |||
Cash paid for income taxes | 117,038 | 73,116 | 68,929 |
Cash paid for interest | 16,903 | 13,995 | 14,973 |
Disposal Of Property, Plant And Equipment [Member] | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Gain loss on sale | 921 | $ 563 | $ 802 |
Sale Of Property [Member] | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Gain loss on sale | $ (10,132) |
Business And Summary Of Signifi
Business And Summary Of Significant Accounting Policies | 12 Months Ended |
Sep. 03, 2022 | |
Business And Summary Of Significant Accounting Policies [Abstract] | |
Business And Summary Of Significant Accounting Policies | 1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business MSC Industrial Direct Co., Inc. (together with its wholly owned subsidiaries and entities in which it maintains a controlling financial interest, “MSC,” “MSC Industrial” or the “Company”) is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (“MRO”) products and services, with co-located headquarters in Melville, New York and Davidson, North Carolina. The Company has an additional office support center in Southfield, Michigan and serves primarily domestic markets through its distribution network of six customer fulfillment centers, 10 regional inventory centers and 38 warehouses. Principles of Consolidation The Consolidated Financial Statements include the accounts of MSC Industrial Direct Co., Inc., its wholly owned subsidiaries and entities in which it maintains a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. Impact of COVID-19 and Other Economic Trends In recent years, the COVID-19 pandemic has impacted the Company’s operations; however, demand from the Company’s traditional manufacturing end markets has recovered as most restrictions implemented earlier in the pandemic have been lifted. In conjunction with the lifting of pandemic restrictions and the ensuing economic recovery, the United States experienced and continues to experience disruptions in the supply of certain products and services and disruptions in labor availability. These disruptions have contributed to a highly inflationary environment which has affected the price and, at times, the availability of certain products and services necessary for the Company’s operations, including fuel, labor and certain products the Company sells or the inputs for such products. Such disruptions have impacted, and may continue to impact in the future, the Company’s business, financial condition and results of operations. These disruptions are also impacting the Company’s customers and their ability to conduct their business or purchase the Company’s products and services. As a result of recent high inflation, increasing freight, labor and fuel costs, and supply chain disruptions, the Company has implemented price realization strategies in response to increased costs the Company faces. Furthermore, in light of disruptions to availability and increased or uncertain shipping times, the Company is maintaining higher purchasing levels to ensure sufficient inventory supply to meet customer demand. The extent to which the COVID-19 pandemic and the evolving macroeconomic environment will continue to impact the Company’s business, financial condition and results of operations is highly uncertain. Fiscal Year The Company operates on a 52/53-week fiscal year ending on the Saturday closest to August 31 st of each year. References to “fiscal year 2022” refer to the period from August 29, 2021 to September 3, 2022, which is a 53-week fiscal year. References to “fiscal year 2021” refer to the period from August 30, 2020 to August 28, 2021, which is a 52-week fiscal year. Use of Estimates The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions used in preparing the accompanying Consolidated Financial Statements. Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value. Concentrations of Credit Risk The Company’s mix of receivables is diverse, selling its products primarily to end-users. The Company’s customer base represents many diverse industries primarily concentrated in the United States. The Company performs periodic credit evaluations of its customers’ financial condition, and collateral is generally not required. The Company evaluates the collectability of accounts receivable based on numerous factors, including past transaction history with customers and their creditworthiness, and the Company provides a reserve for accounts that it believes to be uncollectible. The Company’s cash includes deposits with commercial banks. The terms of these deposits and investments provide that all monies are available to the Company upon demand. The Company maintains the majority of its cash with high-quality financial institutions. Deposits held with banks may exceed insurance limits. While MSC monitors the creditworthiness of these commercial banks and financial institutions, a crisis in the U.S. financial systems could limit access to funds and/or result in a loss of principal. Allowance for Credit Losses The Company establishes reserves for customer accounts that are deemed uncollectible. The allowance for credit losses is based on several f actors, including the age of the receivables and the historical ratio of actual write-offs to the age of the receivables. These analyses also take into consideration economic conditions that may have an impact on a specific industry, a group of customers or a specific customer. While the Company has a broad customer base, representing many diverse industries primarily in all regions of the United States, a general economic downturn could result in higher than expected defaults and, therefore, the need to revise estimates for bad debts. Inventories Inventories consist of merchandise held for resale and are stated at the lower of weighted average cost or net realizable value. The Company evaluates the recoverability of its slow-moving or obsolete inventories quarterly. The Company estimates the recoverable cost of such inventory by product type and considering such factors as its age, historic and current demand trends, the physical condition of the inventory, historical write-down information as well as assumptions regarding future demand. The Company’s ability to recover its cost for slow-moving or obsolete inventory can be affected by such factors as general market conditions, future customer demand, and relationships with suppliers. Substantially all of the Company’s inventories have demonstrated long shelf lives and are not highly susceptible to obsolescence. In addition, many of the Company’s inventory items are eligible for return under various supplier agreements. Property, Plant and Equipment Property, plant and equipment and capitalized computer software are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense as incurred; costs of major renewals and improvements are capitalized. At the time property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and accumulated depreciation accounts and the profit or loss on such disposition is reflected in income. Depreciation and amortization of property, plant and equipment are computed for financial reporting purposes on the straight-line method based on the estimated useful lives of the assets. Leasehold improvements are amortized over either their respective lease terms or their estimated lives, whichever is shorter. Estimated useful lives range from three years to 40 years for leasehold improvements and buildings, three years to 10 years for computer systems, equipment and software, and three years to 20 years for furniture, fixtures and equipment. Capitalized computer software costs are amortized using the straight-line method over the estimated useful life. These costs include purchased software packages, payments to vendors and consultants for the development, implementation or modification of purchased software packages for Company use, and payroll and related costs for associates connected with internal-use software projects. Capitalized computer software costs are included within property, plant and equipment on the Company’s Consolidated Balance Sheets. Leases The Company’s lease portfolio includes certain real estate (customer fulfillment centers, regional inventory centers and warehouses), automobiles and other equipment. The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement. Operating leases are recorded on the balance sheet with operating lease assets representing the right to use the underlying asset for the lease term and lease liabilities representing the obligation to make lease payments arising from the lease. For real estate leases, lease components and non-lease components, such as common area maintenance, are grouped as a single lease component. All leases with an initial term of 12 months or less are not included on the balance sheet. Real estate leases typically include one or more options to extend the lease. The Company regularly evaluates the renewal options, and when it is reasonably certain of exercise, the Company includes the renewal period in its lease term. The automobile leases contain variable lease payments based on inception and subsequent interest rate fluctuations. When readily determinable, the Company uses the interest rate implicit in its leases to discount lease payments. When the implicit rate is not readily determinable, as is the case with substantially all of the real estate leases, the Company utilizes the incremental borrowing rate. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and is recorded in Operating expenses on the Consolidated Statements of Income. Goodwill and Other Indefinite-Lived Intangible Assets The Company’s business acquisitions typically result in the recording of goodwill and other intangible assets, which affect the amount of amortization expense and possibly impairment write-downs that the Company may incur in future periods. Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business acquisitions. The Company annually reviews goodwill at the reporting unit level and intangible assets that have indefinite lives for impairment in its fiscal fourth quarter and when events or changes in circumstances indicate the carrying values of these assets might exceed their current fair values. The Company currently operates at a single reporting unit level. Events or circumstances that may result in an impairment review include changes in macroeconomic conditions, industry and market considerations, cost fact events affecting the reporting unit or a sustained decrease in share price. Each year, the Company may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If impairment is indicated in the qualitative assessment or if management elects to initially perform a quantitative assessment of goodwill or intangible assets, the impairment test uses a single step approach. This single step approach compares the carrying value of a reporting unit to its fair value. If the fair value of the reporting unit exceeds its carrying amount, goodwill and intangible assets of the reporting unit are not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the amount of goodwill allocated to that reporting unit. Based on the qualitative assessments of goodwill and intangible assets that have indefinite lives performed by the Company in its respective fiscal fourth quarters, there was no indicator of impairment for fiscal years 2022, 2021 and 2020. The balances and changes in the carrying amount of goodwill are as follows: Balance as of August 29, 2020 $ 677,579 Hurst acquisition (1) 9,282 MSC Mexico acquisition (2) 4,753 Foreign currency translation adjustments 1,090 Balance as of August 28, 2021 $ 692,704 Engman-Taylor acquisition (3) 6,173 Tower Fasteners acquisition (4) 12,247 Foreign currency translation adjustments ( 994 ) Balance as of September 3, 2022 $ 710,130 (1) In June 2021, the Company acquired a majority ownership interest in Hurst (as defined in Note 5, “Business Combinations”). The Company holds an 80 % interest in the business. (2) In July 2021, MSC Mexico (as defined in Note 5, “Business Combinations”) acquired additional assets of TAC (as defined in Note 5, “Business Combinations”) in conjunction with the acquisition of its outsourcing and logistics businesses. The Company holds a 75 % interest in MSC Mexico. (3) In June 2022, the Company acquired certain assets and assumed certain liabilities of Engman-Taylor (as defined in Note 5, “Business Combinations”). (4) In August 2022, the Company acquired 100% of the outstanding equity of Tower Fasteners (as defined in Note 5, “Business Combinations”). The components of the Company’s intangible assets for fiscal years 2022 and 2021 are as follows: For the Fiscal Years Ended September 3, 2022 August 28, 2021 Weighted-Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer Relationships 5 - 18 $ 243,269 $ ( 144,300 ) $ 220,669 $ ( 133,361 ) Non-Compete Agreements 3 966 ( 280 ) 766 ( 21 ) Trademarks 1 - 5 4,746 ( 2,876 ) 7,567 ( 6,577 ) Trademarks Indefinite 12,803 — 12,811 — Total $ 261,784 $ ( 147,456 ) $ 241,813 $ ( 139,959 ) For the fiscal year ended September 3, 2022, the Company recorded approximately $ 24,300 of intangible assets, primarily consisting of the acquired customer relationships, non-compete and trademarks from the Engman-Taylor and Tower Fasteners acquisitions. See Note 5, “Business Combinations.” During the fiscal year ended September 3, 2022, approximately $ 4,329 in gross intangible assets, and any related accumulated amortization, were written off related to trademarks that are no longer being utilized. These trademarks were fully amortized prior to being written off. For the fiscal year ended August 28, 2021, the Company recorded approximately $ 7,375 of intangible assets, primarily consisting of the acquired customer relationships, non-compete and trademarks from the Hurst and MSC Mexico acquisitions. During the fiscal year ended August 28, 2021, approximately $ 236 in gross intangible assets, and any related accumulated amortization, were written off related to trademarks that are no longer being utilized. The Company’s amortizable intangible assets are amortized on a straight-line basis, including customer relationships, based on an approximation of customer attrition patterns and best estimates of the use pattern of the asset. Amortization expense of the Company’s intangible assets was $ 11,663 , $ 10,934 and $ 11,463 during fiscal years 2022, 2021 and 2020, respectively. Estimated amortization expense for each of the five succeeding fiscal years is as follows: Fiscal Year Estimated Amortization Expense 2023 $ 13,961 2024 13,547 2025 13,261 2026 13,241 2027 13,022 Impairment of Long-Lived Assets The Company periodically evaluates the net realizable value of long-lived assets, including definite-lived intangible assets, operating lease right-of-use assets, and property and equipment, relying on a number of factors, including operating results, business plans, economic projections, and anticipated future cash flows. Impairment is assessed by evaluating the estimated undiscounted cash flows over the asset’s remaining life. If estimated cash flows are insufficient to recover the investment, an impairment loss is recognized. Revenue Recognition Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. Substantially all of the Company’s contracts have a single performance obligation, to deliver products, and are short-term in nature. All revenue is recognized when the Company satisfies its performance obligations under the contract, and invoicing occurs at approximately the same point in time. The Company recognizes revenue once the customer obtains control of the products. The Company’s product sales have standard payment terms that do not exceed one year. The Company considers shipping and handling as activities to fulfill its performance obligation. The Company estimates product returns based on historical return rates. The Company offers customers sales incentives, which primarily consist of volume rebates, and upfront sign-on payments. These volume rebates and sign-on payments are not in exchange for a distinct good or service and result in a reduction of net sales from the goods transferred to the customer at the later of when the related revenue is recognized or when the Company promises to pay the consideration. Gross Profit Gross profit primarily represents the difference between the sale price to our customers and the product cost from our suppliers (net of earned rebates and discounts), including the cost of inbound freight. The cost of outbound freight (including internal transfers), purchasing, receiving and warehousing are included in operating expenses. Vendor Consideration The Company receives volume rebates from certain vendors based on contractual arrangements with such vendors. Rebates received from these vendors are recognized as a reduction to Cost of goods sold in the Consolidated Statements of Income when the inventory is sold. In addition, the Company records cash consideration received for advertising costs incurred to sell the vendor’s products as a reduction of the Company’s advertising costs and is reflected in Operating expenses in the Consolidated Statements of Income. The total amount of advertising costs, net of co-operative advertising income from vendor-sponsored programs, included in Operating expenses in the Consolidated Statements of Income was approximately $ 14,377 , $ 17,749 and $ 13,341 during fiscal years 2022, 2021 and 2020, respectively. Product Warranties The Company generally offers a maximum one year warranty, including parts and labor, for certain of its products sold. The specific terms and conditions of those warranties vary depending upon the product sold. The Company may be able to recoup some of these costs through product warranties it holds with its original equipment manufacturers, which typically range from 30 to 90 days. In general, many of the Company’s general merchandise products are covered by third-party original equipment manufacturers’ warranties. The Company’s warranty expense has been minimal. Shipping and Handling Costs The Company includes shipping and handling fees billed to customers in net sales and shipping and handling costs associated with outbound freight in Operating expenses in the Company’s Consolidated Statements of Income. The shipping and handling costs in Operating expenses were approximately $ 155,472 , $ 133,737 and $ 125,859 during fiscal years 2022, 2021 and 2020, respectively. Stock-Based Compensation In accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation” (“ASC Topic 718”), the Company estimates the fair value of share-based payment awards on the date of grant. The value of awards that are ultimately expected to vest is recognized as an expense over the requisite service periods. The fair value of the Company’s restricted stock units and performance share units is based on the closing market price of the Company’s Class A Common Stock on the date of grant . The Company estimates the fair value of stock options granted using a Black-Scholes option-pricing model. This model requires the Company to make estimates and assumptions with respect to the expected term of the option, the expected volatility of the price of the Company’s Class A Common Stock and the expected forfeiture rate. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The expected term is based on the historical exercise behavior of grantees, as well as the contractual life of the option grants. The expected volatility factor is based on the volatility of the Company’s Class A Common Stock for a period equal to the expected term of the stock option. In addition, forfeitures of share-based awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option and restricted stock award and unit forfeitures and records stock-based compensation expense only for those awards that are expected to vest. Share Repurchases and Treasury Stock Repurchased shares may be retired immediately and resume the status of authorized but unissued shares or may be held by the Company as treasury stock. The Company accounts for treasury stock under the cost method, using the first-in, first-out flow assumption, and is included in Class A treasury stock, at cost on the Consolidated Balance Sheets. When the Company reissues treasury stock, the gains are recorded in additional paid-in capital (“APIC”), while the losses are recorded to APIC to the extent that the previous net gains on the reissuance of treasury stock are available to offset the losses. If the loss is larger than the previous gains available, then the loss is recorded to retained earnings. The Company accounts for repurchased shares retired immediately or treasury stock retired under the constructive retirement method. When shares are retired, the par value of the repurchased shares is deducted from common stock and the excess repurchase price over par is deducted by allocation to both APIC and retained earnings. The amount allocated to APIC is calculated as the original cost of APIC per share outstanding using the first-in, first-out flow assumption and is applied to the number of shares repurchased. Any remaining amount is allocated to retained earnings. Fair Value of Financial Instruments The carrying values of the Company’s financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities, approximate fair value because of the short maturity of these instruments. In addition, based on borrowing rates currently available to the Company for borrowings with similar terms, the carrying values of the Company’s lease obligations also approximate fair value. The fair values of the Company’s long-term debt, including current maturities, are estimated based on quoted market prices for the same or similar issues or on current rates offered to the Company for debt of the same remaining maturities. Under this method, the Company’s fair values of any long-term obligations were not significantly different than the carrying values at September 3, 2022 and August 28, 2021. Foreign Currency The local currency is the functional currency for all of MSC’s operations outside the United States. Assets and liabilities of these operations are translated to U.S. dollars at the exchange rate in effect at the end of each period. Income statement accounts are translated at the average exchange rate prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of other comprehensive income within shareholders’ equity. Gains and losses from foreign currency transactions are included in net income for the period. Income Taxes The Company has established deferred income tax assets and liabilities for temporary differences between the financial reporting bases and the income tax bases of its assets and liabilities at enacted tax rates expected to be in effect when such assets or liabilities are realized or settled pursuant to the provisions of ASC Topic 740, “Income Taxes,” which prescribes a comprehensive model for the financial statement recognition, measurement, classification and disclosure of uncertain tax positions. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amounts of unrecognized tax benefits, exclusive of interest and penalties that would affect the effective tax rate, were $ 7,719 and $ 4,782 as of September 3, 2022 and August 28, 2021, respectively. Comprehensive Income Comprehensive income consists of consolidated net income and foreign currency translation adjustments. Foreign currency translation adjustments included in comprehensive income were not tax-affected as investments in international affiliates are deemed to be permanent. Geographic Regions The Company’s sales and assets are predominantly generated from North American locations. For fiscal year 2022, the Company’s operations in North America represented approximately 99 % of consolidated net sales, with 95 % of the total being from the Company’s operations in the United States. The remaining 1 % of consolidated net sales is from the Company’s operations in Europe. Segment Reporting The Company utilizes the management approach for segment disclosure, which designates the internal organization that is used by management for making operating decisions and assessing performance as the source of our reportable segments. The Company operates in one operating and reportable segment as a distributor of metalworking and MRO products and services. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for purposes of allocating resources. Substantially all of the Company’s revenues and long-lived assets are in the United States. The Company does not disclose net sales information by product category as it is impracticable to do so as a result of its numerous product offerings and the manner in which its business is managed. Business Combinations The Company accounts for business combinations in accordance with ASC Topic 805, “Business Combinations ” (“ASC Topic 805”). ASC Topic 805 established principles and requirements for recognizing the total consideration transferred to and the assets acquired, liabilities assumed and any non-controlling interest in the acquired target in a business combination. ASC Topic 805 also provides guidance for recognizing and measuring goodwill acquired in a business combination and requires the acquirer to disclose information that users may need to evaluate and understand the financial impact of the business combination. See Note 5, “Business Combinations” for further discussion. Recently Adopted Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities financial reporting burdens as the market transitions from LIBOR and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and will be applied prospectively to contract modifications made on or before December 31, 2022. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. Accounting Pronouncements Not Yet Adopted In November 2021, the FASB issued Accounting Standards Update 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which provides for additional disclosures and added transparency for entities which receive government assistance. This includes disclosure of the type of government assistance received, the entity’s method of accounting, and the impact on the entity’s financial statements. This guidance is effective for all entities with annual periods beginning after December 15, 2021. The Company is currently evaluating the effect of the new guidance on its annual disclosures. Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to have a material impact on the Company’s Consolidated Financial Statements. Reclassifications Certain prior period Operating expenses were reclassified into Restructuring and other costs within the Company’s Consolidated Statements of Income to conform to the current period presentation. These reclassifications did not affect income from operations in any period presented. Furthermore, prior period cash dividends declared on Class A and Class B Common Stock have been further disaggregated into regular and special cash dividends declared on Class A and Class B Common Stock to conform to the current period presentation within the Company’s Consolidated Statements of Shareholder’s Equity. These reclassifications did not impact total dividends declared in any period presented. |
Revenue
Revenue | 12 Months Ended |
Sep. 03, 2022 | |
Revenue [Abstract] | |
Revenue | 2. REVENUE Revenue Recognition Net sales include product revenue and shipping and handling charges, net of estimated sales returns and any related sales incentives. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. Substantially all of the Company’s contracts have a single performance obligation, to deliver products, and are short-term in nature. All revenue is recognized when the Company satisfies its performance obligations under the contract, and invoicing occurs at approximately the same point in time. The Company recognizes revenue once the customer obtains control of the products. The Company’s product sales have standard payment terms that do not exceed one year . The Company considers shipping and handling as activities to fulfill its performance obligation. The Company estimates product returns based on historical return rates. Total accrued sales returns were $ 7,198 and $ 5,759 as of September 3, 2022 and August 28, 2021, respectively, and are reported as Accrued expenses and other current liabilities in the Consolidated Balance Sheets. Sales taxes and value-added taxes in foreign jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales. Consideration Payable to Customers The Company offers customers sales incentives, which primarily consist of volume rebates, and upfront sign-on payments. These volume rebates and sign-on payments are not in exchange for a distinct good or service and result in a reduction of net sales from the goods transferred to the customer at the later of when the related revenue is recognized or when the Company promises to pay the consideration. The Company estimates its volume rebate accruals and records its sign-on payments based on various factors, including contract terms, historical experience, and performance levels. Total accrued sales incentives, primarily related to volume rebates, were $ 25,274 and $ 16,844 as of September 3, 2022 and August 28, 2021, respectively, and are included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. Sign-on payments, not yet recognized as a reduction of revenue, are recorded in Prepaid expenses and other current assets in the Consolidated Balance Sheets and were $ 2,210 and $ 2,547 as of September 3, 2022 and August 28, 2021, respectively. Contract Assets and Liabilities The Company records a contract asset when it has a right to payment from a customer that is conditioned on events other than the passage of time. The Company records a contract liability when customers prepay but the Company has not yet satisfied its performance obligations. The Company did no t have material unsatisfied performance obligations, contract assets or contract liabilities as of September 3, 2022 and August 28, 2021. Disaggregation of Revenue The Company operates in one operating and reportable segment as a distributor of metalworking and MRO products and services. The Company serves a large number of customers in diverse industries, which are subject to different economic and industry factors. The Company's presentation of net sales by customer end-market most reasonably depicts how the nature, amount, timing and uncertainty of Company revenue and cash flows are affected by economic and industry factors. The Company does not disclose net sales information by product category as it is impracticable to do so as a result of its numerous product offerings and the manner in which its business is managed. The following table presents the Company’s percentage of net sales by customer end-market for fiscal years 2022 and 2021: For the Fiscal Years Ended September 3, 2022 August 28, 2021 (53 weeks) (52 weeks) Manufacturing Heavy 49 % 48 % Manufacturing Light 21 % 20 % Government 8 % 9 % Retail/Wholesale 7 % 7 % Commercial Services 4 % 4 % Other (1) 11 % 12 % Total net sales 100 % 100 % (1) The Other category primarily includes individual customer and small business net sales not assigned to a specific industry classification. The Company’s net sales originating from the following geographic areas were as follows for fiscal years 2022 and 2021: For the Fiscal Years Ended September 3, 2022 August 28, 2021 (53 weeks) (52 weeks) United States $ 3,501,290 95 % $ 3,049,543 94 % Mexico 83,626 2 % 91,917 3 % Canada 51,672 2 % 46,920 1 % North America 3,636,588 99 % 3,188,380 98 % Other foreign countries 55,305 1 % 54,844 2 % Total net sales $ 3,691,893 100 % $ 3,243,224 100 % |
Fair Value
Fair Value | 12 Months Ended |
Sep. 03, 2022 | |
Fair Value [Abstract] | |
Fair Value | 3. 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 below fair value hierarchy prioritizes the inputs used to measure fair value into three levels, with Level 1 being of the highest priority. The three levels of inputs used to measure fair value are as follows: Level 1 —Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 —Include other inputs that are directly or indirectly observable in the marketplace. Level 3 —Unobservable inputs which are supported by little or no market activity. The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and outstanding indebtedne ss. Cash and cash equivalents include investments in a money market fund which are reported at fair value. The fair value of money market funds is determined using quoted prices for identical investments in active markets, which are considered to be Level 1 inputs within the fair value hierarchy. The Company uses a market approach to determine the fair value of its debt instruments, utilizing quoted prices in active markets , interest rates and other relevant information generated by market transactions involving similar instruments. Therefore, the inputs used to measure the fair value of the Company’s debt instruments are classified as Level 2 within the fair value hierarchy. The reported carrying amounts of the Company’s financial instruments approximated their fair values as of September 3, 2022 and August 28, 2021. During fiscal years 2022 and 2021, the Company had no material remeasurements of non-financial assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition. Gain on Sale of Property During fiscal year 2021, the Company entered into a Purchase and Sale Agreement to sell its 170,000 -square foot Long Island Customer Service Center (“CSC”) in Melville, New York. During the fourth quarter of fiscal year 2022, the Company disposed of the building with a sale price of $ 25,500 , which resulted in a gain on sale of property of $ 10,132 after the settlement of certain closing costs and fees, which is included in the Consolidated Statement of Income for the fiscal year ended September 3, 2022. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Sep. 03, 2022 | |
Net Income Per Share [Abstract] | |
Net Income Per Share | 4. NET INCOME PER SHARE Net income per share is computed by dividing net income by the weighted-average number of shares of the Company’s Class A and Class B Common Stock outstanding during the period. Diluted net income per share is computed by dividing net income by the weighted-average number of shares of Common Stock outstanding during the period, including potentially dilutive shares of Common Stock equivalents outstanding during the period. The dilutive effect of potential shares of Common Stock is determined using the treasury stock method. The following table sets forth the computation of basic and diluted net income per common share under the treasury stock method for fiscal years 2022, 2021 and 2020: For the Fiscal Years Ended September 3, August 28, August 29, 2022 2021 2020 (53 weeks) (52 weeks) (52 weeks) Numerator: Net income attributable to MSC Industrial as reported $ 339,786 $ 216,907 $ 251,117 Denominator: Weighted-average shares outstanding for basic net income per share 55,777 55,737 55,472 Effect of dilutive securities 268 356 171 Weighted-average shares outstanding for diluted net income per share 56,045 56,093 55,643 Net income per share: Basic $ 6.09 $ 3.89 $ 4.53 Diluted $ 6.06 $ 3.87 $ 4.51 Potentially dilutive securities 400 314 1,393 Potentially dilutive securities attributable to outstanding stock options and restricted stock units are excluded from the calculation of diluted net income per share when the combined exercise price and average unamortized fair value are greater than the average market price of the Company’s Class A Common Stock, and, therefore, their inclusion would be anti-dilutive. |
Business Combinations
Business Combinations | 12 Months Ended |
Sep. 03, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | 5. BUSINESS COMBINATIONS Fiscal Year 2022 Acquisitions Acquisition of Certain Assets of Engman-Taylor In June 2022, the Company acquired certain assets and assumed certain liabilities of Engman-Taylor Company, Inc. (“Engman-Taylor”), a Menomonee Falls, Wisconsin-based distributor of metalworking tools and supplies, for aggregate consideration of $ 24,838 , which includes a post-closing working capital adjustment in the amount of $ 661 that was paid to the Company in August 2022. Total cash consideration funded by the Company came from available cash resources and borrowings under the Amended Revolving Credit Facility (as defined below) (see Note 9, “Debt”). Engman-Taylor serves customers from offices in Wisconsin, Illinois and North Carolina. The Company believes the acquisition enhances its leadership position in metalworking and aligns with the Company’s focus of providing a high level of service to its customers. The Company plans to provide Engman-Taylor’s customer base access to the Company’s product portfolio, inventory management, and other supply chain solutions. This acquisition was accounted for as a business acquisition pursuant to ASC Topic 805. As required by ASC Topic 805, the Company allocated the consideration to assets and liabilities based on their estimated fair value at the acquisition date. The following table summarizes the amounts of identified assets acquired and liabilities assumed based on the estimated fair value at the acquisition date: Inventories $ 5,276 Accounts receivable 11,071 Prepaid expenses and other current assets 209 Identifiable intangibles 4,800 Goodwill 6,173 Property, plant and equipment 1,751 Long-term assets 129 Total assets acquired $ 29,409 Accounts payable 3,826 Accrued liabilities 745 Total liabilities assumed $ 4,571 Total purchase price consideration $ 24,838 Acquired identifiable intangible assets with a fair value of $ 4,800 consisted of customer relationships of $ 3,900 with a useful life of 10 years and trade names of $ 900 with a useful life of five years . The goodwill amount of $ 6,173 represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The primary items that generated the goodwill were the premiums paid by the Company for the right to control the business acquired and the benefit from adding a highly complementary provider of metalworking tools and supplies. This goodwill will not be amortized and will be included in the Company’s periodic test for impairment at least annually. The goodwill is deductible for income tax purposes. The amount of revenue and income before provision for income taxes from Engman-Taylor included in the Company’s Consolidated Statement of Income for fiscal year 2022 was $ 18,774 and $ 521 , respectively. In addition, the Company incurred non-recurring transaction and integration costs relating to Engman-Taylor totaling $ 211 , which are included in Operating expenses in the Company’s Consolidated Statement of Income for fiscal year 2022. Acquisition of Tower Fasteners In August 2022, the Company, through its subsidiary, All Integrated Solutions, Inc., acquired 100 % of the outstanding shares of privately held Tower Fasteners, LLC (“Tower Fasteners”), a Holtsville, New York-based distributor of Original Equipment Manufacturer (“OEM”) fasteners and components. Total cash consideration was $ 33,867 , which includes a post-closing working capital adjustment in the amount of $ 1,029 that is subject to finalization. Total cash consideration funded by the Company came from available cash resources and borrowings under the Amended Revolving Credit Facility (see Note 9, “Debt”). Tower Fasteners serves customers from eight locations along the East Coast and in the Southwestern regions of the United States, Mexico and Europe. The acquisition expands the Company’s presence in the OEM fastener market and the Company plans to provide Tower Fasteners’ customer base access to the Company’s product portfolio to support their full metalworking and MRO needs. This acquisition was accounted for as a business acquisition pursuant to ASC Topic 805. As required by ASC Topic 805, the Company allocated the consideration to assets and liabilities based on their estimated fair value at the acquisition date. The Company’s acquisition accounting as of September 3, 2022 is preliminary primarily due to the pending final valuation and any additional working capital adjustments to the purchase price. The following table summarizes the amounts of identified assets acquired and liabilities assumed based on the estimated fair value at the acquisition date: Cash and cash equivalents $ 840 Inventories 6,894 Accounts receivable 4,522 Prepaid expenses and other current assets 355 Identifiable intangibles 19,500 Goodwill 12,247 Property, plant and equipment 174 Other assets 833 Total assets acquired $ 45,365 Accounts payable 3,136 Accrued expenses and other current liabilities 4,103 Deferred income taxes and tax uncertainties 4,259 Total liabilities assumed $ 11,498 Total purchase price consideration $ 33,867 Acquired identifiable intangible assets with a fair value of $ 19,500 consisted of customer relationships of $ 18,700 with a useful life of 10 years, a trademark of $ 600 with a useful life of five years and noncompetition agreements of $ 200 with a useful life of five years . The goodwill amount of $ 12,247 represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and noncontrolling interest. The primary items that generated the goodwill were the premiums paid by the Company for the right to control the business acquired and the benefit from adding a highly complementary provider of OEM fasteners and components. This goodwill will not be amortized and will be included in the Company’s periodic test for impairment at least annually. The goodwill is deductible for income tax purposes. The amount of revenue and income before provision for income taxes from Tower Fasteners included in the Company’s Consolidated Statement of Income for fiscal year 2022 was $ 4,127 and $ 412 , respectively. In addition, the Company incurred non-recurring transaction and integration costs relating to Tower Fasteners totaling $ 665 , which are included in Operating expenses in the Company’s Consolidated Statement of Income for fiscal year 2022. Fiscal Year 2021 Acquisitions Acquisition of Hurst In June 2021, the Company acquired 80 % of the outstanding shares of privately held Wm. F. Hurst Co., LLC (“Hurst”), a Wichita, Kansas-based distributor of metalworking tools and supplies with deep expertise and customer relationships in the aerospace industry. The portion of the consideration attributable to the Company was $ 15,301 , which includes the Company’s portion of a post-closing working capital adjustment in the amount of $ 101 that was paid to the sellers of Hurst in August 2021. Total cash consideration funded by the Company came from available cash resources and borrowings under the Amended Revolving Credit Facility (see Note 9, “Debt”). Acquisition of Certain Assets of TAC In February 2019, two subsidiaries of which the Company holds a 75 % interest, MSC IndustrialSupply, S. de R.L. de C.V. and MSC Import Export LLC (together, “MSC Mexico”), completed the acquisition of certain assets of TAC Insumos Industriales, S. de R.L. de C.V. and certain of its affiliates (together, “TAC”). The portion of the consideration attributable to the Company was $ 13,911 , which includes the Company’s portion of a post-closing working capital adjustment in the amount of $ 2,286 that was paid to TAC in December 2019. I n July 2021, MSC Mexico acquired additional assets of TAC in conjunction with the acquisition of its outsourcing and logistics businesses. Following this acquisition, the Company retains its 75 % interest in MSC Mexico. This acquisition provides the Company with the opportunity to further expand its business throughout North America. The portion of the consideration attributable to the Company was $ 8,061 , which included cash paid of $ 6,719 and the fair value of contingent consideration to be paid of $ 1,342 . Total cash consideration funded by the Company came from available cash resources of $ 1,969 and a note payable of $ 4,750 . The fair value of the contingent consideration to be paid out represents the present value of the $ 2,600 contingent consideration as of the acquisition date based on a probability-weighted fair value measurement. During fiscal year 2022, the Company paid cash of $ 455 related to the contingent consideration. Based on the probability that the remaining estimated contingent consideration payment would not be achieved, the contingent consideration liability of $ 879 , net of foreign currency translation adjustments, was released. |
Property, Plant And Equipment
Property, Plant And Equipment | 12 Months Ended |
Sep. 03, 2022 | |
Property, Plant And Equipment [Abstract] | |
Property, Plant And Equipment | 6. PROPERTY, PLANT AND EQUIPMENT The following is a summary of property, plant and equipment and the estimated useful lives used in the computation of depreciation and amortization: September 3, August 28, Number of Years 2022 2021 Land — $ 24,418 $ 28,151 Building and improvements 3 - 40 167,012 189,510 Leasehold improvements The lesser of lease term or 10 4,787 5,038 Furniture, fixtures and equipment 3 - 20 176,723 173,298 Computer systems, equipment and software 3 - 10 498,267 452,328 871,207 848,325 Less: accumulated depreciation and amortization 584,541 549,909 Total $ 286,666 $ 298,416 During fiscal year 2021, the Company entered into a Purchase and Sale Agreement to sell the Long Island CSC. Prior to disposal, the related assets had a carrying value of approximately $ 15,300 , which was comprised of approximately $ 11,600 of building and improvements and $ 3,700 of land. During the fourth quarter of fiscal year 2022, the Company disposed of the building with a sale price of $ 25,500 . The amount of capitalized interest, net of accumulated amortization, included in property, plant and equipment was $ 460 and $ 606 at September 3, 2022 and August 28, 20 21 , respectively. Depreciation expense was $ 58,285 , $ 57,199 and $ 57,229 for fiscal years 2022, 2021 and 2020, respective ly . |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Sep. 03, 2022 | |
Accrued Liabilities [Abstract] | |
Accrued Liabilities | 8. ACCRUED LIABILITIES Accrued liabilities consist of the following: September 3, August 28, 2022 2021 Accrued payroll and fringe $ 48,078 $ 51,522 Accrued sales rebates and returns 32,472 22,603 Accrued bonus 31,961 20,946 Accrued sales, property and income taxes 12,377 25,866 Accrued dividend equivalents 5,843 7,275 Accrued freight 5,144 2,666 Accrued restructuring and other costs 2,714 4,136 Accrued other 25,737 24,224 Total accrued liabilities $ 164,326 $ 159,238 |
Debt
Debt | 12 Months Ended |
Sep. 03, 2022 | |
Debt [Abstract] | |
Debt | 9. DEBT Debt at September 3, 2022 and August 28, 2021 consisted of the following: September 3, August 28, 2022 2021 Amended Revolving Credit Facility $ 245,000 $ 234,000 Uncommitted Credit Facilities 200,000 201,500 Long-Term Note Payable 4,750 4,750 Private Placement Debt: 2.65 % Senior Notes, Series A, due July 28, 2023 75,000 75,000 2.90 % Senior Notes, Series B, due July 28, 2026 100,000 100,000 3.79 % Senior Notes, due June 11, 2025 20,000 20,000 2.60 % Senior Notes, due March 5, 2027 50,000 50,000 3.04 % Senior Notes, due January 12, 2023 (1) 50,000 50,000 2.40 % Series 2019A Notes, due March 5, 2024 (1) 50,000 50,000 Financing arrangements 88 191 Less: unamortized debt issuance costs ( 1,426 ) ( 1,853 ) Total debt, excluding obligations under finance leases $ 793,412 $ 783,588 Less: current portion ( 324,684 ) (2) ( 201,160 ) (3) Total long-term debt, excluding obligations under finance leases $ 468,728 $ 582,428 (1) Represents private placement debt issued under Shelf Facility Agreements (as defined below). (2) Consists of $ 200,000 from the Uncommitted Credit Facilities (as defined below), $ 50,000 from the 3.04 % Senior Notes, due January 12, 2023 , $ 75,000 from the 2.65 % Senior Notes, Series A, due July 28, 2023 , $ 88 from financing arrangements and net of unamortized debt issuance costs of $ 404 expected to be amortized in the next 12 months. (3) Consists of $ 201,500 from the Uncommitted Credit Facilities, $ 87 from financing arrangements and net of unamortized debt issuance costs of $ 427 expected to be amortized in the next 12 months. Amended Revolving Credit Facility In April 2017, the Company entered into a $ 600,000 revolving credit facility, which was subsequently amended and extended in August 2021 (as amended, the “Amended Revolving Credit Facility”). The Amended Revolving Credit Facility, which matures on August 24, 2026 , provides for a five year unsecured revolving loan facility on a committed basis. The interest rate for borrowings under the Amended Revolving Credit Facility is based on either LIBOR or a base rate, plus a spread based on the Company’s consolidated leverage ratio at the end of each fiscal reporting quarter. The Amended Revolving Credit Facility also includes procedures for the succession from LIBOR to an alternative benchmark rate. Depending on the interest period the Company selects, interest may be payable every one, two or three months. Interest is reset at the end of each interest period. The Company currently elects to have loans under the Amended Revolving Credit Facility bear interest based on LIBOR with one-month interest periods. The Amended Revolving Credit Facility permits up to $ 50,000 to be used to fund letters of credit. The Amended Revolving Credit Facility also permits the Company to request one or more incremental term loan facilities and/or to increase the revolving loan commitments in an aggregate amount not to exceed $ 300,000 . Subject to certain limitations, each such incremental term loan facility or revolving loan commitment increase will be on terms as agreed to by the Company, the administrative agent and the lenders providing such financing. Outstanding letters of credit were $ 5,269 and $ 4,235 at September 3, 2022 and August 28, 2021, respectively. Uncommitted Credit Facilities During the first three quarters of fiscal year 2022, the Company amended and extended all three of its uncommitted credit facilities. All three of these amendments implemented the Secured Overnight Financing Rate as the replacement of the LIBOR benchmark. These facilities (collectively, the “Uncommitted Credit Facilities” and, together with the Amended Revolving Credit Facility, the “Credit Facilities”) total $ 208,000 in aggregate maximum uncommitted availability, under which $ 200,000 and $ 201,500 was outstanding at September 3, 2022 and August 28, 2021, respectively, and are included in the Current portion of debt including obligations under finance leases on the Company’s Consolidated Balance Sheets. Borrowings under the Uncommitted Credit Facilities are due at the end of the applicable interest period, which is typically one month but may be up to six months and may be rolled over to a new interest period at the option of the applicable lender. The Company’s lenders have, in the past, been willing to roll over the principal amount outstanding under the Uncommitted Credit Facilities at the end of each interest period but may not do so in the future. Each Uncommitted Credit Facility matures within one year of entering into such Uncommitted Credit Facility and contains certain limited covenants which are substantially the same as the limited covenants contained in the Amended Revolving Credit Facility. All of the Uncommitted Credit Facilities are unsecured and rank equally in right of payment with the Company’s other unsecured indebtedness. Because the interest rates on the Uncommitted Credit Facilities have recently been lower than the interest rates which are available on the Company’s other sources of financing, the Company has used, and intends to use in the future, the Uncommitted Credit Facilities for opportunistic refinancing of the Company’s existing indebtedness. The Company does not presently view the Uncommitted Credit Facilities as sources of incremental debt financing of the Company due to the uncommitted nature of the Uncommitted Credit Facilities, but reserves the right to use the Uncommitted Credit Facilities to incur additional debt where it considers it appropriate under the then-existing credit market conditions. The $ 200,000 outstanding balance at September 3, 2022 and the $ 201,500 outstanding balance at August 28, 2021 under the Uncommitted Credit Facilities are included in the Current portion of debt including obligations under finance leases on the Company’s Consolidated Balance Sheets. During fiscal year 2022, the Company borrowed an aggregate $ 374,000 and repaid an aggregate $ 364,500 under the Credit Facilities. As of September 3, 2022 and August 28, 2021, the weighted-average interest rates on borrowings under the Credit Facilities were 3.42 % and 1.11 %, respectively. Private Placement Debt In July 2016, the Company completed the issuance and sale of $ 75,000 aggregate principal amount of 2.65 % Senior Notes, Series A, due July 28, 2023 , and $ 100,000 aggregate principal amount of 2.90 % Senior Notes, Series B, due July 28, 2026 ; in June 2018, the Company completed the issuance and sale of $ 20,000 aggregate principal amount of 3.79 % Senior Notes, due June 11, 2025 ; and, in March 2020, the Company completed the issuance and sale of $ 50,000 aggregate principal amount of 2.60 % Senior Notes, due March 5, 2027 (collectively, the “Private Placement Debt”). Interest is payable semiannually at the fixed stated interest rates. All of the Private Placement Debt is unsecured. Shelf Facility Agreements In January 2018, the Company entered into Note Purchase and Private Shelf Agreements with MetLife Investment Advisors, LLC (the “Met Life Note Purchase Agreement”) and PGIM, Inc. (the “Prudential Note Purchase Agreement” and, together with the Met Life Note Purchase Agreement, the “Shelf Facility Agreements”). Each of the MetLife Note Purchase Agreement and the Prudential Note Purchase Agreement provides for an uncommitted facility for the issuance and sale of up to an aggregate total of $ 250,000 of unsecured senior notes, at a fixed rate. Pursuant to the terms of the Shelf Facility Agreements, no new unsecured senior notes may be issued and sold after January 12, 2021. As of September 3, 2022, $ 50,000 aggregate principal amount of 3.04 % Senior Notes, due January 12, 2023 (which is included in the Current portion of debt including obligations under finance leases on the Company’s Consolidated Balance Sheet as of September 3, 2022), and $ 50,000 aggregate principal amount of 2.40 % Series 2019A Notes, due March 5, 2024 , were outstanding under notes issued in private placements pursuant to the Shelf Facility Agreements . Covenants Each of the Credit Facilities, the Private Placement Debt and the Shelf Facility Agreements imposes several restrictive covenants, including the requirement that the Company maintain 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 Facilities, the Private Placement Debt, and the Shelf Facility Agreements. As of September 3, 2022, the Company was in compliance with the operating and financial covenants of the Credit Facilities, the Private Placement Debt and the Shelf Facility Agreements. Maturities of Long-Term Debt Maturities of Fiscal Year Long-Term Debt 2023 $ 125,000 2024 50,000 2025 20,000 2026 345,000 2027 50,000 Thereafter 4,750 Total $ 594,750 |
Leases
Leases | 12 Months Ended |
Sep. 03, 2022 | |
Leases [Abstract] | |
Leases | 10. LEASES The Company’s lease portfolio includes certain real estate (customer fulfillment centers, regional inventory centers and warehouses), automobiles and other equipment. The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement. Operating leases are recorded on the balance sheet with operating lease assets representing the right to use the underlying asset for the lease term and lease liabilities representing the obligation to make lease payments arising from the lease. For real estate leases, the Company has elected the practical expedient which allows lease components and non-lease components, such as common area maintenance, to be grouped as a single lease component. The Company has also elected the practical expedient which allows leases with an initial term of 12 months or less to be excluded from the balance sheet. The Company does not guarantee any residual value in its lease agreements, there are no material restrictions or covenants imposed by lease arrangements, and there are no lease transactions with related parties. Real estate leases typically include one or more options to extend the lease. The Company regularly evaluates the renewal options, and when it is reasonably certain of exercise, the Company includes the renewal period in its lease term. The automobile leases contain variable lease payments based on inception and subsequent interest rate fluctuations. For fiscal years 2022 and 2021, the variable lease cost was a benefit. When readily determinable, the Company uses the interest rate implicit in its leases to discount lease payments. When the implicit rate is not readily determinable, as is the case with substantially all of the real estate leases, the Company utilizes the incremental borrowing rate. The incremental borrowing rate for a lease is the rate of interest the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The rate for each lease was determined using primarily the Company’s credit spread, the lease term, and currency. The components of lease cost for fiscal years 2022 and 2021 were as follows: For the Fiscal Years Ended September 3, 2022 August 28, 2021 Operating lease cost $ 19,995 $ 22,822 Variable lease benefit ( 355 ) ( 2,001 ) Short-term lease cost 4,496 1,074 Finance lease cost: Amortization of leased assets 1,265 1,290 Interest on leased liabilities 48 83 Total Lease Cost $ 25,449 $ 23,268 Supplemental balance sheet information relating to operating and finance leases is as follows: September 3, August 28, Classification 2022 2021 Assets Operating lease assets Operating lease assets $ 64,780 $ 49,011 (2) Finance lease assets (1) Property, plant and equipment, net 1,118 2,377 Total leased assets $ 65,898 $ 51,388 Liabilities Current Operating Current portion of operating lease liabilities $ 18,560 $ 13,927 (2) Finance Current portion of debt including obligations under finance leases 996 1,273 Noncurrent Operating Noncurrent operating lease liabilities 47,616 36,429 (2) Finance Long-term debt including obligations under finance leases 184 1,188 Total lease liabilities $ 67,356 $ 52,817 (1) Finance lease assets are net of accumulated amo rtization of $ 3,447 and $ 2,729 as of September 3, 20 22 and August 28, 2021, respectively. (2) During fiscal year 2021, the Comp any recorded an impairment charge of $ 14,975 for impacted operating lease assets, net of gains related to settlement of lease liabilities, in Restructuring and other costs on the Consolidated Statements of Income. See Note 13, “Restructuring and Other Costs” for additional information. September 3, August 28, 2022 2021 Weighted-average remaining lease term (in years) Operating Leases 4.7 5.0 Finance Leases 1.2 2.0 Weighted-average discount rate Operating Leases 3.1 % 3.6 % Finance Leases 2.7 % 2.7 % The following table sets forth supplemental cash flow information related to operating and finance leases: For the Fiscal Years Ended September 3, 2022 August 28, 2021 Operating Cash Outflows from Operating Leases $ 19,535 $ 36,653 Operating Cash Outflows from Finance Leases 48 83 Financing Cash Outflows from Finance Leases 1,305 1,295 Leased assets obtained in exchange for new lease liabilities: Operating Leases $ 33,608 $ 26,211 Finance Leases 17 42 As of September 3, 2022, future lease payments were as follows: Fiscal Year (1) Operating Leases Finance Leases Total 2023 $ 20,103 $ 1,027 $ 21,130 2024 16,532 161 16,693 2025 12,225 12 12,237 2026 8,116 6 8,122 2027 6,122 — 6,122 Thereafter 7,797 — 7,797 Total Lease Payments 70,895 1,206 72,101 Less: Imputed Interest 4,719 26 4,745 Present Value of Lease Liabilities (2) $ 66,176 $ 1,180 $ 67,356 (1) Future lease payments by fiscal year are based on contractual lease obligations. (2) Includes the current portion of $ 18,560 for operating leases and $ 996 for finance leases. As of September 3, 2022, the Company’s future lease obligations which have not yet commenced are immaterial. We have various arrangements for certain property we own under which we are the lessor. These leases meet the criteria for operating lease classification. Lease income associated with these leases is immaterial. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 03, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | 7. INCOME TAXES The components of income before provision for income taxes were as follows: For the Fiscal Years Ended September 3, August 28, August 29, 2022 2021 2020 Domestic $ 449,389 $ 282,478 $ 329,482 Foreign 1,743 5,901 4,768 Total $ 451,132 $ 288,379 $ 334,250 The provision for income taxes is comprised of the following: For the Fiscal Years Ended September 3, August 28, August 29, 2022 2021 2020 Current: Federal $ 77,761 $ 60,988 $ 58,501 State and local 19,524 15,237 14,564 Foreign 1,309 1,327 1,073 98,594 77,552 74,138 Deferred: Federal 11,591 ( 5,513 ) 7,392 State and local 1,281 ( 842 ) 1,091 Foreign ( 816 ) ( 755 ) ( 129 ) 12,056 ( 7,110 ) 8,354 Total $ 110,650 $ 70,442 $ 82,492 Significant components of deferred tax assets and liabilities are as follows: September 3, August 28, 2022 2021 Deferred tax liabilities: Depreciation $ ( 41,990 ) $ ( 38,825 ) Right-of-use assets ( 14,898 ) ( 10,998 ) Goodwill ( 111,471 ) ( 105,203 ) Intangible amortization ( 2,568 ) ( 2,667 ) ( 170,927 ) ( 157,693 ) Deferred tax assets: Accounts receivable 4,605 4,154 Lease liability 14,766 10,767 Inventory 13,476 16,194 Self-insurance liability 1,605 1,859 Deferred compensation 586 328 Stock-based compensation 5,881 6,295 Foreign tax credit — 2,204 Less: valuation allowance — ( 826 ) Other accrued expenses/reserves 14,915 13,681 55,834 54,656 Net Deferred Tax Liabilities $ ( 115,093 ) $ ( 103,037 ) Reconciliation of the U.S. federal income tax rate to the Company’s effective income tax rate is as follows: For the Fiscal Years Ended September 3, August 28, August 29, 2022 2021 2020 U.S. federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 3.9 4.1 3.7 Other, net ( 0.4 ) ( 0.7 ) — Effective income tax rate 24.5 % 24.4 % 24.7 % The aggregate changes in the balance of gross unrecognized tax benefits during fiscal years 2022 and 2021 were as follows: September 3, August 28, 2022 2021 Beginning Balance $ 6,119 $ 12,562 Additions for tax positions relating to current year 1,130 624 Additions for tax positions relating to prior years 6,810 — Reductions for tax positions relating to prior years ( 626 ) ( 378 ) Settlements — ( 5,058 ) Lapse of statute of limitations ( 2,210 ) ( 1,631 ) Ending Balance $ 11,223 $ 6,119 Included in the balance of unrecognized tax benefits at September 3, 2022 is $ 2,060 related to tax positions for which it is reasonably possible that the total amounts could significantly change during the next 12 months. This amount represents a decrease in unrecognized tax benefits comprised primarily of items related to expiring statutes of limitations in state and foreign jurisdictions. The Company recognizes interest expense and penalties in the provision for income taxes. The fiscal years 2022, 2021 and 2020 provisions include interest and penalties of $ 7 , $ 689 and $ 23 , respectively. The Company had accrued $ 2,490 and $ 277 for interest and penalties as of September 3, 2022 and August 28, 2021, respectively. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law, which is intended to provide economic relief to those impacted by the COVID-19 pandemic. On March 11, 2021, the American Rescue Plan Act (the “ARPA”) was signed into law. The ARPA includes several provisions, such as measures that extend and expand the Employee Retention Credit (the “ERC”) provision, previously enacted under the CARES Act, through December 31, 2021. The Company has filed a refund claim in connection with the ERC and will account for the potential ERC refund, if any, upon approval and receipt. The CARES Act provides for the deferral of the employer-paid portion of social security payroll taxes. The Company elected to defer the employer-paid portion of social security payroll taxes through December 31, 2020 of $ 18,887 . Of this amount, half was remitted in December 2021 and half will be remitted by December 31, 2022. The Company is routinely examined by federal and state tax authorities. The Internal Revenue Service completed an examination of the Company’s U.S. income tax returns for fiscal years 2017, 2018 and 2019 which resulted in a settlement. The Company is subject to examination by the Internal Revenue Service from fiscal year 2020 to present. With limited exceptions, the Company is no longer subject to state income tax examinations prior to fiscal year 2019. The Company is also subject to examinations in various foreign jurisdictions. The statute of limitations may vary by jurisdiction. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Sep. 03, 2022 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 11. SHAREHOLDERS’ EQUITY Common Stock Repurchases and Treasury Stock On June 29, 2021, the Company’s Board of Directors terminated the MSC Stock Repurchase Plan, which was established during fiscal year 1999, and authorized a new share repurchase program (the “Share Repurchase Program”) to purchase up to 5,000 shares of the Company’s Class A Common Stock. There is no expiration date for the Share Repurchase Program. As of September 3, 2022, the maximum number of shares of the Company’s Class A Common Stock that may yet be repurchased under the Share Repurchase Program was 4,700 shares. The Share Repurchase Program allows the Company to repurchase shares at any time and in any increments it deems appropriate in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. During fiscal years 2022 and 2021, the Company repurchased 363 shares and 789 shares, respectively, of its Class A Common Stock for $ 27,359 and $ 71,261 , respectively. In fiscal years 2022 and 2021, from these totals, 300 shares and 736 shares, respectively, were immediately retired and 63 shares and 53 shares, respectively, were repurchased by the Company to satisfy the Company’s associates’ tax withholding liability associated with its share-based compensation program and are reflected at cost as treasury stock in the Consolidated Financial Statements for fiscal years 2022 and 2021. Shares of the Company’s Class A Common Stock purchased to satisfy the Company’s associates’ tax withholding liability associated with its share-based compensation program did not reduce the number of shares that may be repurchased under the Share Repurchase Program. The Company reissued 58 shares and 57 shares of Class A treasury stock during fiscal years 2022 and 2021 to fund the Associate Stock Purchase Plan (as defined below) (see Note 12, “Associate Benefit Plans”). Common Stock Each holder of the Company’s Class A Common Stock is entitled to one vote for each share held of record on the applicable record date on all matters presented to a vote of shareholders, including the election of directors. The holders of the Company’s Class B Common Stock are entitled to 10 votes for each share held of record on the applicable record date and are entitled to vote, together with the holders of the Class A Common Stock, on all matters which are subject to shareholder approval. Holders of Class A Common Stock and Class B Common Stock have no cumulative voting rights or preemptive rights to purchase or subscribe for any stock or other securities and there are no redemption or sinking fund provisions with respect to such stock. The holders of the Company’s Class B Common Stock have the right to convert their shares of Class B Common Stock into shares of Class A Common Stock at their election and on a one-to-one basis, and all shares of Class B Common Stock convert into shares of Class A Common Stock on a one to-one basis upon the sale or transfer of such shares of Class B Common Stock to any person who is not a member of the Jacobson or Gershwind families or any trust not established principally for members of the Jacobson or Gershwind families or to any person who is not an executor, administrator or personal representative of an estate of a member of the Jacobson or Gershwind families. Preferred Stock The Company has authorized 5,000 shares of preferred stock. The Company’s Board of Directors has the authority to issue the shares of preferred stock. Shares of preferred stock may have priority over the Company’s Class A Common Stock and Class B Common Stock with respect to dividend or liquidation rights, or both. As of September 3, 2022, there were no shares of preferred stock issued or outstanding. Cash Dividend In 2003, the Company’s Board of Directors instituted a policy of paying regular quarterly cash dividends to the Company’s shareholders. This policy is reviewed regularly by the Company’s Board of Directors. The Company expects its practice of paying quarterly cash dividends on its common stock will continue, although the payment of future dividends is at the discretion of the Company’s Board of Directors and will depend upon the Company’s earnings, capital requirements, financial condition and other factors. On October 11, 2022 , the Company’s Board of Directors declared a quarterly cash dividend of $ 0.79 per share, payable on November 29, 2022 to shareholders of record at the close of business on November 15, 2022 . The dividend will result in a payout of approximately $ 44,140 , based on the number of shares outstanding at October 3, 2022. |
Associate Benefit Plans
Associate Benefit Plans | 12 Months Ended |
Sep. 03, 2022 | |
Associate Benefit Plans [Abstract] | |
Stock-Based Compensation | 12. ASSOCIATE BENEFIT PLANS The Company accounts for all share-based payments in accordance with ASC Topic 718. Stock - based compensation expense included in Operating expenses for fiscal years 2022, 2021 and 2020 was as follows: For the Fiscal Years Ended September 3, August 28, August 29, 2022 2021 2020 Stock options $ 1,261 $ 2,285 $ 3,645 Restricted share awards — — 185 Restricted stock units 14,810 13,976 12,319 Performance share units 2,883 1,233 575 Associate Stock Purchase Plan 310 227 208 Total 19,264 17,721 16,932 Deferred income tax benefit ( 4,720 ) ( 4,324 ) ( 4,182 ) Stock-based compensation expense, net $ 14,544 $ 13,397 $ 12,750 2015 Omnibus Incentive Plan At the Company’s annual meeting of shareholders held on January 15, 2015, the shareholders approved the MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan (the “2015 Omnibus Incentive Plan”). The 2015 Omnibus Incentive Plan replaced the MSC Industrial Direct Co., Inc. 2005 Omnibus Incentive Plan (the “Prior Plan”) and, beginning January 15, 2015, all awards are granted under the 2015 Omnibus Incentive Plan. Awards under the 2015 Omnibus Incentive Plan may be made in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, other share-based awards, and performance cash, performance shares or performance units. All outstanding awards under the Prior Plan will continue to be governed by the terms of the Prior Plan. Upon approval of the 2015 Omnibus Incentive Plan, the maximum aggregate number of shares of Class A Common Stock authorized to be issued under the 2015 Omnibus Incentive Plan was 5,217 shares, of which 1,176 authorized shares of Class A Common Stock were remaining as of September 3, 2022. Stock Options A summary of the Company’s stock option award activity under the 2015 Omnibus Incentive Plan for fiscal year 2022 is as follows: Shares Weighted-Average Exercise Price Outstanding - beginning of year 1,130 $ 76.38 Granted — — Exercised ( 478 ) 72.53 Canceled/Forfeited ( 38 ) 83.03 Outstanding - end of year 614 $ 78.96 Exercisable - end of year 551 $ 78.47 The total intrinsic value of options exercised during fiscal years 2022, 2021 and 2020 was $ 5,855 , $ 5,826 and $ 2,604 , respectively. The unrecognized share-based compensation cost related to stock option expense at September 3, 2022 was $ 99 and will be recognized over a weighted-average period of 0.1 years. Stock option awards outstanding under the Company’s incentive plans have been granted at exercise prices that are equal to the market value of its Class A Common Stock on the date of grant. Such options generally vest over a period of four years and expire at seven years after the grant date. The Company recognizes compensation expense ratably over the vesting period, net of estimated forfeitures. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options granted. The Company discontinued its grants of stock options in fiscal year 2020. Stock option awards outstanding as of September 3, 2022 had exercise prices ranging from $ 58.90 to $ 83.21 . As of September 3, 2022, there were 614 stock option awards outstanding, with a weighted-average remaining contractual life of 2.2 years, a weighted-average exercise price of $ 78.96 and an intrinsic value of $ 1,121 . As of September 3, 2022, there were 551 stock option awards exercisable, with a weighted-average remaining contractual life of 2.1 years, a weighted-average exercise price of $ 78.47 and an intrinsic value of $ 1,121 . Performance Share Units In fiscal year 2020, the Company began granting performance share units (“PSUs”) as part of its long-term share-based compensation program. PSUs cliff vest after a three year performance period based on the achievement of specific performance goals as set forth in the applicable award agreement. Based on the extent to which the performance goals are achieved, vested shares may range from 0 % to 200 % of the target award amount. Shares Weighted-Average Grant Date Fair Value Non-vested PSUs at the beginning of the year 58 $ 75.52 Granted 46 84.96 Vested — — Canceled/Forfeited ( 16 ) 77.68 Non-vested PSUs at the end of the year (1) 88 $ 80.04 (1) Excludes approximately 13 s hares of accrued incremental dividend equivalent rights on outstanding PSUs granted under the 2015 Omnibus Incentive Plan. The fair value of each PSU is the closing stock price on the New York Stock Exchange (the “NYSE”) of the Company’s Class A Common Stock on the date of grant. PSUs are expensed over the three year performance period of each respective grant. Forfeitures of share-based awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting PSU forfeitures and records stock-based compensation expense only for PSU awards that are expected to vest. Upon vesting, subject to the achievement of specific performance goals, a portion of the PSU award may be withheld to satisfy the statutory income tax withholding obligation, and the remaining PSUs will be settled in shares of the Company’s Class A Common Stock. These awards accrue dividend equivalents on the underlying PSUs (in the form of additional stock units) based on dividends declared on the Company’s Class A Common Stock and these dividend equivalents are paid to the award recipient in the form of unrestricted shares of the Company’s Class A Common Stock on the vesting dates of the underlying PSUs, subject to the same performance vesting requirements. The unrecognized share-based compensation cost related to the PSUs at September 3, 2022 was $ 3,686 and is expected to be recognized over a weighted-average period of 1.5 years. Restricted Stock Units A summary of the Company’s non-vested restricted stock unit (“RSU”) award activity under the 2015 Omnibus Incentive Plan for fiscal year 2022 is as follows: Shares Weighted-Average Grant Date Fair Value Non-vested RSUs at the beginning of the year 524 $ 76.69 Granted 177 84.73 Vested ( 191 ) 76.71 Canceled/Forfeited ( 62 ) 77.75 Non-vested RSUs at the end of the year (1) 448 $ 79.71 (1) Excludes approximately 60 shares of accrued incremental dividend equivalent rights on outstanding RSUs granted under the 2015 Omnibus Incentive Plan. The fair value of each RSU is the closing stock price on the NYSE of the Company’s Class A Common Stock on the date of grant. RSUs are expensed over the vesting period of each respective grant. Forfeitures of share-based awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting RSU forfeitures and records stock-based compensation expense only for RSU awards that are expected to vest. Upon vesting, a portion of the RSU award may be withheld to satisfy the statutory income tax withholding obligation, and the remaining RSUs will be settled in shares of Class A Common Stock. These awards accrue dividend equivalents on the underlying RSUs (in the form of additional stock units) based on dividends declared on the Company’s Class A Common Stock and these dividend equivalents are paid to the award recipient in the form of unrestricted shares of Class A Common Stock on the vesting dates of the underlying RSUs. The dividend equivalents are not included in the RSU table above. The unrecognized share-based compensation cost related to the RSUs at September 3, 2022 was $ 23,886 and is expected to be recognized over a weighted-average period of 2.4 years. Associate Stock Purchase Plan The Company has established the MSC Industrial Direct Co., Inc. Amended and Restated Associate Stock Purchase Plan (the “Associate Stock Purchase Plan”), the terms of which qualified plan allow for eligible associates (as defined in the Associate Stock Purchase Plan) to participate in the purchase of up to a maximum of five shares of the Company’s Class A Common Stock at a price equal to 90 % of the closing price at the end of each stock purchase period. On January 15, 2015, the shareholders of the Company approved an increase to the authorized but unissued shares of the Class A Common Stock of the Company reserved for sale under the Associate Stock Purchase Plan from 1,150 shares to 1,500 shares. As of September 3, 2022, approximately 290 shares remain reserved for issuance under the Associate Stock Purchase Plan. During fiscal years 2022 and 2021, associates purchased approximately 58 shares and 57 shares, respectively, of Class A Common Stock at an average per share price of $ 74.47 and $ 72.87 , respectively. Savings Plan The Company maintains a defined contribution plan with both a profit sharing feature and a 401(k) feature which covers all associates who have completed at least one month of service with the Company. For fiscal years 2022, 2021 and 2020, the Company contributed $ 9,019 , $ 7,952 and $ 5,491 , respectively, to the plan. The Company contributions are discretionary. The Company temporarily suspended the employer matching contribution to eligible participants in the Company’s 401(k) on April 13, 2020, and the matching contribution was reinstated on September 17, 2020. |
Restructuring and Other Costs
Restructuring and Other Costs | 12 Months Ended |
Sep. 03, 2022 | |
Restructuring and Other Costs [Abstract] | |
Restructuring and Other Costs | 13. RESTRUCTURI NG AND OTHER COSTS Optimization of Company Operations and Profitability Improvement The Company identified opportunities for improvements in its workforce realignment, strategy and staffing, and increased its focus on performance management, to ensure it has the right skillsets and number of associates to execute its long-term vision. As such, the Company extended voluntary and involuntary severance and separation benefits to certain associates in order to facilitate its workforce realignment. In addition, the Company engaged consultants to assist in reviewing the optimization of the Company’s operations and improving profitability with executing on its Company-wide initiative, referred to as Mission Critical, through fiscal year 2023. Enhanced Customer Support Model In fiscal year 2021, the Company announced an enhanced customer support model, including a transition from the branch office network to virtual customer care hubs. Along with this transition, the Company closed 73 sales branches and realigned certain existing locations from branch offices to regional inventory centers or warehouses. Restructuring and other costs for fiscal year 2021 consist of impairment charges for operating lease assets, net of gains related to settlement of lease liabilities, associate severance and separation costs, and other exit-related costs. The following table summarizes restructuring and other costs: For the Fiscal Years Ended September 3, August 28, 2022 2021 Operating lease asset impairment loss $ — $ 17,923 Settlement of lease liabilities (gain) — ( 2,948 ) Consulting-related costs 8,188 8,615 Associate severance and separation costs 5,753 4,267 Equity award acceleration costs associated with severance 1,728 253 Other exit-related costs 136 3,282 Total restructuring and other costs $ 15,805 $ 31,392 Liabilities associated with restructuring and other costs are included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The following table summarizes activity related to liabilities associated with restructuring and other costs: Consulting-related costs Separation and severance costs Other exit-related costs Total Balance as of August 29, 2020 $ 4,063 $ 6,927 $ — $ 10,990 Additions 8,615 4,267 3,282 16,164 Payments and other adjustments ( 9,350 ) ( 10,827 ) ( 2,841 ) ( 23,018 ) Balance as of August 28, 2021 3,328 367 441 4,136 Additions 8,188 5,753 136 14,077 Payments and other adjustments ( 10,676 ) ( 4,246 ) ( 577 ) ( 15,499 ) Balance as of September 3, 2022 $ 840 $ 1,874 $ — $ 2,714 |
Asset Impairment
Asset Impairment | 12 Months Ended |
Sep. 03, 2022 | |
Asset Impairment [Abstract] | |
Asset Impairment | 14. ASSET IMPAIRMENTS Prior Year PPE-Related Inventory Write-Down In fiscal year 2021, the Company realized lower product margins as well as inventory write-downs, each as a result of the COVID-19 pandemic, primarily due to the increased supply of competing products from manufacturers and an expected inability to sell excess inventory of safety-related products ordered from manufacturers earlier in the COVID-19 pandemic. During fiscal year 2021, the Company incurred PPE-related inventory write-downs of $ 30,091 to reduce the carrying value of certain PPE-related inventory to its net realizable value. These inventory write-downs were reflected in the Consolidated Statement of Income during fiscal year 2021. There were no such inventory write-downs during fiscal year 2022. Prior Year Impairment Loss, Net To meet anticipated demand for PPE products during the COVID-19 pandemic, the Company purchased products from manufacturers outside its typical programs and under non-standard payment terms. Given the high demand for PPE products and related challenges in sourcing PPE products as well as the imperative to quickly obtain such products based on customer demand, the Company used a number of distributors and brokers to source PPE products. In September 2020, the Company prepaid approximately $ 26,726 for the purchase of nitrile gloves to be sourced from manufacturers in Asia and experienced significant delays in obtaining possession of this PPE. The Company evaluated the potential recoverability of these assets and, as a result, recorded an impairment charge of $ 26,726 in the first quarter of fiscal year 2021 to reflect the fact that the Company would not ultimately obtain this PPE or recover its related prepayment. This impairment charge was reflected in the unaudited Condensed Consolidated Statement of Income during the first quarter of fiscal year 2021. During the third quarter of fiscal year 2021, the Company entered into a legal settlement agreement with a vendor and, as a result, received $ 20,840 of loss recovery related to this prepayment, which resulted in a net impairment charge of $ 5,886 for fiscal year 2021. The Company continues to pursue its legal avenues for recovery of the remaining loss. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Sep. 03, 2022 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 15. COMMITMENTS AND CONTINGENCIES Leases Commitments The Company’s lease portfolio includes certain real estate (customer fulfillment centers, regional inventory centers and warehouses), automobiles and other equipment. Refer to Note 10, “Leases” for more information. Legal Proceedings In the ordinary course of business, there are various claims, lawsuits and pending actions against the Company incidental to the operation of its business. Although the outcome of these matters, both individually and in aggregate, is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or li quidity. |
Schedule II - Valuation And Qua
Schedule II - Valuation And Qualifying Accounts | 12 Months Ended |
Sep. 03, 2022 | |
Schedule II - Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation And Qualifying Accounts | MSC INDUSTRIAL DIRECT CO., INC. SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (In thousands) Description Balance at Beginning of Year Charged to Costs and Expenses Charged to Other Accounts Deductions (1) Balance at End of Year Deducted from asset accounts: For the fiscal year ended August 29, 2020 Allowance for credit losses (2) $ 17,088 $ 11,008 $ — $ 9,847 $ 18,249 Deducted from asset accounts: For the fiscal year ended August 28, 2021 Allowance for credit losses (2) $ 18,249 $ 8,181 $ — $ 8,014 $ 18,416 Deducted from asset accounts: For the fiscal year ended September 3, 2022 Allowance for credit losses (2) $ 18,416 $ 9,806 $ — $ 7,451 $ 20,771 (1) Comprised of uncollected accounts charged against the allowance. (2) Included in accounts receivable. |
Business And Summary Of Signi_2
Business And Summary Of Significant Accounting Policies (Policy) | 12 Months Ended |
Sep. 03, 2022 | |
Business And Summary Of Significants Accounting Policies [Abstract] | |
Business | Business MSC Industrial Direct Co., Inc. (together with its wholly owned subsidiaries and entities in which it maintains a controlling financial interest, “MSC,” “MSC Industrial” or the “Company”) is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (“MRO”) products and services, with co-located headquarters in Melville, New York and Davidson, North Carolina. The Company has an additional office support center in Southfield, Michigan and serves primarily domestic markets through its distribution network of six customer fulfillment centers, 10 regional inventory centers and 38 warehouses. |
Principles Of Consolidation | Principles of Consolidation The Consolidated Financial Statements include the accounts of MSC Industrial Direct Co., Inc., its wholly owned subsidiaries and entities in which it maintains a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. |
Impact Of COVID-19 and Other Economic Trends | Impact of COVID-19 and Other Economic Trends In recent years, the COVID-19 pandemic has impacted the Company’s operations; however, demand from the Company’s traditional manufacturing end markets has recovered as most restrictions implemented earlier in the pandemic have been lifted. In conjunction with the lifting of pandemic restrictions and the ensuing economic recovery, the United States experienced and continues to experience disruptions in the supply of certain products and services and disruptions in labor availability. These disruptions have contributed to a highly inflationary environment which has affected the price and, at times, the availability of certain products and services necessary for the Company’s operations, including fuel, labor and certain products the Company sells or the inputs for such products. Such disruptions have impacted, and may continue to impact in the future, the Company’s business, financial condition and results of operations. These disruptions are also impacting the Company’s customers and their ability to conduct their business or purchase the Company’s products and services. As a result of recent high inflation, increasing freight, labor and fuel costs, and supply chain disruptions, the Company has implemented price realization strategies in response to increased costs the Company faces. Furthermore, in light of disruptions to availability and increased or uncertain shipping times, the Company is maintaining higher purchasing levels to ensure sufficient inventory supply to meet customer demand. The extent to which the COVID-19 pandemic and the evolving macroeconomic environment will continue to impact the Company’s business, financial condition and results of operations is highly uncertain. |
Fiscal Year | Fiscal Year The Company operates on a 52/53-week fiscal year ending on the Saturday closest to August 31 st of each year. References to “fiscal year 2022” refer to the period from August 29, 2021 to September 3, 2022, which is a 53-week fiscal year. References to “fiscal year 2021” refer to the period from August 30, 2020 to August 28, 2021, which is a 52-week fiscal year. |
Use Of Estimates | Use of Estimates The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions used in preparing the accompanying Consolidated Financial Statements. |
Cash And Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are carried at cost, which approximates fair value. |
Concentrations Of Credit Risk | Concentrations of Credit Risk The Company’s mix of receivables is diverse, selling its products primarily to end-users. The Company’s customer base represents many diverse industries primarily concentrated in the United States. The Company performs periodic credit evaluations of its customers’ financial condition, and collateral is generally not required. The Company evaluates the collectability of accounts receivable based on numerous factors, including past transaction history with customers and their creditworthiness, and the Company provides a reserve for accounts that it believes to be uncollectible. The Company’s cash includes deposits with commercial banks. The terms of these deposits and investments provide that all monies are available to the Company upon demand. The Company maintains the majority of its cash with high-quality financial institutions. Deposits held with banks may exceed insurance limits. While MSC monitors the creditworthiness of these commercial banks and financial institutions, a crisis in the U.S. financial systems could limit access to funds and/or result in a loss of principal. |
Allowance for Credit Losses | Allowance for Credit Losses The Company establishes reserves for customer accounts that are deemed uncollectible. The allowance for credit losses is based on several f actors, including the age of the receivables and the historical ratio of actual write-offs to the age of the receivables. These analyses also take into consideration economic conditions that may have an impact on a specific industry, a group of customers or a specific customer. While the Company has a broad customer base, representing many diverse industries primarily in all regions of the United States, a general economic downturn could result in higher than expected defaults and, therefore, the need to revise estimates for bad debts. |
Inventories | Inventories Inventories consist of merchandise held for resale and are stated at the lower of weighted average cost or net realizable value. The Company evaluates the recoverability of its slow-moving or obsolete inventories quarterly. The Company estimates the recoverable cost of such inventory by product type and considering such factors as its age, historic and current demand trends, the physical condition of the inventory, historical write-down information as well as assumptions regarding future demand. The Company’s ability to recover its cost for slow-moving or obsolete inventory can be affected by such factors as general market conditions, future customer demand, and relationships with suppliers. Substantially all of the Company’s inventories have demonstrated long shelf lives and are not highly susceptible to obsolescence. In addition, many of the Company’s inventory items are eligible for return under various supplier agreements. |
Property, Plant And Equipment | Property, Plant and Equipment Property, plant and equipment and capitalized computer software are stated at cost less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense as incurred; costs of major renewals and improvements are capitalized. At the time property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and accumulated depreciation accounts and the profit or loss on such disposition is reflected in income. Depreciation and amortization of property, plant and equipment are computed for financial reporting purposes on the straight-line method based on the estimated useful lives of the assets. Leasehold improvements are amortized over either their respective lease terms or their estimated lives, whichever is shorter. Estimated useful lives range from three years to 40 years for leasehold improvements and buildings, three years to 10 years for computer systems, equipment and software, and three years to 20 years for furniture, fixtures and equipment. Capitalized computer software costs are amortized using the straight-line method over the estimated useful life. These costs include purchased software packages, payments to vendors and consultants for the development, implementation or modification of purchased software packages for Company use, and payroll and related costs for associates connected with internal-use software projects. Capitalized computer software costs are included within property, plant and equipment on the Company’s Consolidated Balance Sheets. |
Leases | Leases The Company’s lease portfolio includes certain real estate (customer fulfillment centers, regional inventory centers and warehouses), automobiles and other equipment. The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement. Operating leases are recorded on the balance sheet with operating lease assets representing the right to use the underlying asset for the lease term and lease liabilities representing the obligation to make lease payments arising from the lease. For real estate leases, lease components and non-lease components, such as common area maintenance, are grouped as a single lease component. All leases with an initial term of 12 months or less are not included on the balance sheet. Real estate leases typically include one or more options to extend the lease. The Company regularly evaluates the renewal options, and when it is reasonably certain of exercise, the Company includes the renewal period in its lease term. The automobile leases contain variable lease payments based on inception and subsequent interest rate fluctuations. When readily determinable, the Company uses the interest rate implicit in its leases to discount lease payments. When the implicit rate is not readily determinable, as is the case with substantially all of the real estate leases, the Company utilizes the incremental borrowing rate. The Company’s operating lease expense is recognized on a straight-line basis over the lease term and is recorded in Operating expenses on the Consolidated Statements of Income. |
Goodwill And Other Indefinite-Lived Intangible Assets | Goodwill and Other Indefinite-Lived Intangible Assets The Company’s business acquisitions typically result in the recording of goodwill and other intangible assets, which affect the amount of amortization expense and possibly impairment write-downs that the Company may incur in future periods. Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business acquisitions. The Company annually reviews goodwill at the reporting unit level and intangible assets that have indefinite lives for impairment in its fiscal fourth quarter and when events or changes in circumstances indicate the carrying values of these assets might exceed their current fair values. The Company currently operates at a single reporting unit level. Events or circumstances that may result in an impairment review include changes in macroeconomic conditions, industry and market considerations, cost fact events affecting the reporting unit or a sustained decrease in share price. Each year, the Company may elect to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If impairment is indicated in the qualitative assessment or if management elects to initially perform a quantitative assessment of goodwill or intangible assets, the impairment test uses a single step approach. This single step approach compares the carrying value of a reporting unit to its fair value. If the fair value of the reporting unit exceeds its carrying amount, goodwill and intangible assets of the reporting unit are not impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the amount of goodwill allocated to that reporting unit. Based on the qualitative assessments of goodwill and intangible assets that have indefinite lives performed by the Company in its respective fiscal fourth quarters, there was no indicator of impairment for fiscal years 2022, 2021 and 2020. The balances and changes in the carrying amount of goodwill are as follows: Balance as of August 29, 2020 $ 677,579 Hurst acquisition (1) 9,282 MSC Mexico acquisition (2) 4,753 Foreign currency translation adjustments 1,090 Balance as of August 28, 2021 $ 692,704 Engman-Taylor acquisition (3) 6,173 Tower Fasteners acquisition (4) 12,247 Foreign currency translation adjustments ( 994 ) Balance as of September 3, 2022 $ 710,130 (1) In June 2021, the Company acquired a majority ownership interest in Hurst (as defined in Note 5, “Business Combinations”). The Company holds an 80 % interest in the business. (2) In July 2021, MSC Mexico (as defined in Note 5, “Business Combinations”) acquired additional assets of TAC (as defined in Note 5, “Business Combinations”) in conjunction with the acquisition of its outsourcing and logistics businesses. The Company holds a 75 % interest in MSC Mexico. (3) In June 2022, the Company acquired certain assets and assumed certain liabilities of Engman-Taylor (as defined in Note 5, “Business Combinations”). (4) In August 2022, the Company acquired 100% of the outstanding equity of Tower Fasteners (as defined in Note 5, “Business Combinations”). The components of the Company’s intangible assets for fiscal years 2022 and 2021 are as follows: For the Fiscal Years Ended September 3, 2022 August 28, 2021 Weighted-Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer Relationships 5 - 18 $ 243,269 $ ( 144,300 ) $ 220,669 $ ( 133,361 ) Non-Compete Agreements 3 966 ( 280 ) 766 ( 21 ) Trademarks 1 - 5 4,746 ( 2,876 ) 7,567 ( 6,577 ) Trademarks Indefinite 12,803 — 12,811 — Total $ 261,784 $ ( 147,456 ) $ 241,813 $ ( 139,959 ) For the fiscal year ended September 3, 2022, the Company recorded approximately $ 24,300 of intangible assets, primarily consisting of the acquired customer relationships, non-compete and trademarks from the Engman-Taylor and Tower Fasteners acquisitions. See Note 5, “Business Combinations.” During the fiscal year ended September 3, 2022, approximately $ 4,329 in gross intangible assets, and any related accumulated amortization, were written off related to trademarks that are no longer being utilized. These trademarks were fully amortized prior to being written off. For the fiscal year ended August 28, 2021, the Company recorded approximately $ 7,375 of intangible assets, primarily consisting of the acquired customer relationships, non-compete and trademarks from the Hurst and MSC Mexico acquisitions. During the fiscal year ended August 28, 2021, approximately $ 236 in gross intangible assets, and any related accumulated amortization, were written off related to trademarks that are no longer being utilized. The Company’s amortizable intangible assets are amortized on a straight-line basis, including customer relationships, based on an approximation of customer attrition patterns and best estimates of the use pattern of the asset. Amortization expense of the Company’s intangible assets was $ 11,663 , $ 10,934 and $ 11,463 during fiscal years 2022, 2021 and 2020, respectively. Estimated amortization expense for each of the five succeeding fiscal years is as follows: Fiscal Year Estimated Amortization Expense 2023 $ 13,961 2024 13,547 2025 13,261 2026 13,241 2027 13,022 |
Impairment Of Long-Lived Assets | Impairment of Long-Lived Assets The Company periodically evaluates the net realizable value of long-lived assets, including definite-lived intangible assets, operating lease right-of-use assets, and property and equipment, relying on a number of factors, including operating results, business plans, economic projections, and anticipated future cash flows. Impairment is assessed by evaluating the estimated undiscounted cash flows over the asset’s remaining life. If estimated cash flows are insufficient to recover the investment, an impairment loss is recognized. |
Revenue Recognition | Revenue Recognition Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products. Substantially all of the Company’s contracts have a single performance obligation, to deliver products, and are short-term in nature. All revenue is recognized when the Company satisfies its performance obligations under the contract, and invoicing occurs at approximately the same point in time. The Company recognizes revenue once the customer obtains control of the products. The Company’s product sales have standard payment terms that do not exceed one year. The Company considers shipping and handling as activities to fulfill its performance obligation. The Company estimates product returns based on historical return rates. The Company offers customers sales incentives, which primarily consist of volume rebates, and upfront sign-on payments. These volume rebates and sign-on payments are not in exchange for a distinct good or service and result in a reduction of net sales from the goods transferred to the customer at the later of when the related revenue is recognized or when the Company promises to pay the consideration. |
Gross Profit | Gross Profit Gross profit primarily represents the difference between the sale price to our customers and the product cost from our suppliers (net of earned rebates and discounts), including the cost of inbound freight. The cost of outbound freight (including internal transfers), purchasing, receiving and warehousing are included in operating expenses. |
Vendor Consideration | Vendor Consideration The Company receives volume rebates from certain vendors based on contractual arrangements with such vendors. Rebates received from these vendors are recognized as a reduction to Cost of goods sold in the Consolidated Statements of Income when the inventory is sold. In addition, the Company records cash consideration received for advertising costs incurred to sell the vendor’s products as a reduction of the Company’s advertising costs and is reflected in Operating expenses in the Consolidated Statements of Income. The total amount of advertising costs, net of co-operative advertising income from vendor-sponsored programs, included in Operating expenses in the Consolidated Statements of Income was approximately $ 14,377 , $ 17,749 and $ 13,341 during fiscal years 2022, 2021 and 2020, respectively. |
Product Warranties | Product Warranties The Company generally offers a maximum one year warranty, including parts and labor, for certain of its products sold. The specific terms and conditions of those warranties vary depending upon the product sold. The Company may be able to recoup some of these costs through product warranties it holds with its original equipment manufacturers, which typically range from 30 to 90 days. In general, many of the Company’s general merchandise products are covered by third-party original equipment manufacturers’ warranties. The Company’s warranty expense has been minimal. |
Shipping And Handling Costs | Shipping and Handling Costs The Company includes shipping and handling fees billed to customers in net sales and shipping and handling costs associated with outbound freight in Operating expenses in the Company’s Consolidated Statements of Income. The shipping and handling costs in Operating expenses were approximately $ 155,472 , $ 133,737 and $ 125,859 during fiscal years 2022, 2021 and 2020, respectively. |
Stock-Based Compensation | Stock-Based Compensation In accordance with Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation” (“ASC Topic 718”), the Company estimates the fair value of share-based payment awards on the date of grant. The value of awards that are ultimately expected to vest is recognized as an expense over the requisite service periods. The fair value of the Company’s restricted stock units and performance share units is based on the closing market price of the Company’s Class A Common Stock on the date of grant . The Company estimates the fair value of stock options granted using a Black-Scholes option-pricing model. This model requires the Company to make estimates and assumptions with respect to the expected term of the option, the expected volatility of the price of the Company’s Class A Common Stock and the expected forfeiture rate. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The expected term is based on the historical exercise behavior of grantees, as well as the contractual life of the option grants. The expected volatility factor is based on the volatility of the Company’s Class A Common Stock for a period equal to the expected term of the stock option. In addition, forfeitures of share-based awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option and restricted stock award and unit forfeitures and records stock-based compensation expense only for those awards that are expected to vest. |
Share Repurchases And Treasury Stock | Share Repurchases and Treasury Stock Repurchased shares may be retired immediately and resume the status of authorized but unissued shares or may be held by the Company as treasury stock. The Company accounts for treasury stock under the cost method, using the first-in, first-out flow assumption, and is included in Class A treasury stock, at cost on the Consolidated Balance Sheets. When the Company reissues treasury stock, the gains are recorded in additional paid-in capital (“APIC”), while the losses are recorded to APIC to the extent that the previous net gains on the reissuance of treasury stock are available to offset the losses. If the loss is larger than the previous gains available, then the loss is recorded to retained earnings. The Company accounts for repurchased shares retired immediately or treasury stock retired under the constructive retirement method. When shares are retired, the par value of the repurchased shares is deducted from common stock and the excess repurchase price over par is deducted by allocation to both APIC and retained earnings. The amount allocated to APIC is calculated as the original cost of APIC per share outstanding using the first-in, first-out flow assumption and is applied to the number of shares repurchased. Any remaining amount is allocated to retained earnings. |
Fair Value Of Financial Instruments | Fair Value of Financial Instruments The carrying values of the Company’s financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities, approximate fair value because of the short maturity of these instruments. In addition, based on borrowing rates currently available to the Company for borrowings with similar terms, the carrying values of the Company’s lease obligations also approximate fair value. The fair values of the Company’s long-term debt, including current maturities, are estimated based on quoted market prices for the same or similar issues or on current rates offered to the Company for debt of the same remaining maturities. Under this method, the Company’s fair values of any long-term obligations were not significantly different than the carrying values at September 3, 2022 and August 28, 2021. |
Foreign Currency | Foreign Currency The local currency is the functional currency for all of MSC’s operations outside the United States. Assets and liabilities of these operations are translated to U.S. dollars at the exchange rate in effect at the end of each period. Income statement accounts are translated at the average exchange rate prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included as a component of other comprehensive income within shareholders’ equity. Gains and losses from foreign currency transactions are included in net income for the period. |
Income Taxes | Income Taxes The Company has established deferred income tax assets and liabilities for temporary differences between the financial reporting bases and the income tax bases of its assets and liabilities at enacted tax rates expected to be in effect when such assets or liabilities are realized or settled pursuant to the provisions of ASC Topic 740, “Income Taxes,” which prescribes a comprehensive model for the financial statement recognition, measurement, classification and disclosure of uncertain tax positions. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amounts of unrecognized tax benefits, exclusive of interest and penalties that would affect the effective tax rate, were $ 7,719 and $ 4,782 as of September 3, 2022 and August 28, 2021, respectively. |
Comprehensive Income | Comprehensive Income Comprehensive income consists of consolidated net income and foreign currency translation adjustments. Foreign currency translation adjustments included in comprehensive income were not tax-affected as investments in international affiliates are deemed to be permanent. |
Geographic Regions | Geographic Regions The Company’s sales and assets are predominantly generated from North American locations. For fiscal year 2022, the Company’s operations in North America represented approximately 99 % of consolidated net sales, with 95 % of the total being from the Company’s operations in the United States. The remaining 1 % of consolidated net sales is from the Company’s operations in Europe. |
Segment Reporting | Segment Reporting The Company utilizes the management approach for segment disclosure, which designates the internal organization that is used by management for making operating decisions and assessing performance as the source of our reportable segments. The Company operates in one operating and reportable segment as a distributor of metalworking and MRO products and services. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations on a consolidated basis for purposes of allocating resources. Substantially all of the Company’s revenues and long-lived assets are in the United States. The Company does not disclose net sales information by product category as it is impracticable to do so as a result of its numerous product offerings and the manner in which its business is managed. |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with ASC Topic 805, “Business Combinations ” (“ASC Topic 805”). ASC Topic 805 established principles and requirements for recognizing the total consideration transferred to and the assets acquired, liabilities assumed and any non-controlling interest in the acquired target in a business combination. ASC Topic 805 also provides guidance for recognizing and measuring goodwill acquired in a business combination and requires the acquirer to disclose information that users may need to evaluate and understand the financial impact of the business combination. See Note 5, “Business Combinations” for further discussion. |
Recently Adopted Accounting Pronouncements And Not Yet Adopted | Recently Adopted Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities financial reporting burdens as the market transitions from LIBOR and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and will be applied prospectively to contract modifications made on or before December 31, 2022. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements. Accounting Pronouncements Not Yet Adopted In November 2021, the FASB issued Accounting Standards Update 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance, which provides for additional disclosures and added transparency for entities which receive government assistance. This includes disclosure of the type of government assistance received, the entity’s method of accounting, and the impact on the entity’s financial statements. This guidance is effective for all entities with annual periods beginning after December 15, 2021. The Company is currently evaluating the effect of the new guidance on its annual disclosures. Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to have a material impact on the Company’s Consolidated Financial Statements. |
Reclassifications | Reclassifications Certain prior period Operating expenses were reclassified into Restructuring and other costs within the Company’s Consolidated Statements of Income to conform to the current period presentation. These reclassifications did not affect income from operations in any period presented. Furthermore, prior period cash dividends declared on Class A and Class B Common Stock have been further disaggregated into regular and special cash dividends declared on Class A and Class B Common Stock to conform to the current period presentation within the Company’s Consolidated Statements of Shareholder’s Equity. These reclassifications did not impact total dividends declared in any period presented. |
Business And Summary Of Signi_3
Business And Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 03, 2022 | |
Business And Summary Of Significant Accounting Policies [Abstract] | |
Change In The Carrying Amount Of Goodwill | Balance as of August 29, 2020 $ 677,579 Hurst acquisition (1) 9,282 MSC Mexico acquisition (2) 4,753 Foreign currency translation adjustments 1,090 Balance as of August 28, 2021 $ 692,704 Engman-Taylor acquisition (3) 6,173 Tower Fasteners acquisition (4) 12,247 Foreign currency translation adjustments ( 994 ) Balance as of September 3, 2022 $ 710,130 (1) In June 2021, the Company acquired a majority ownership interest in Hurst (as defined in Note 5, “Business Combinations”). The Company holds an 80 % interest in the business. (2) In July 2021, MSC Mexico (as defined in Note 5, “Business Combinations”) acquired additional assets of TAC (as defined in Note 5, “Business Combinations”) in conjunction with the acquisition of its outsourcing and logistics businesses. The Company holds a 75 % interest in MSC Mexico. (3) In June 2022, the Company acquired certain assets and assumed certain liabilities of Engman-Taylor (as defined in Note 5, “Business Combinations”). (4) In August 2022, the Company acquired 100% of the outstanding equity of Tower Fasteners (as defined in Note 5, “Business Combinations”). |
Components Of Other Intangible Assets | For the Fiscal Years Ended September 3, 2022 August 28, 2021 Weighted-Average Useful Life (in years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Customer Relationships 5 - 18 $ 243,269 $ ( 144,300 ) $ 220,669 $ ( 133,361 ) Non-Compete Agreements 3 966 ( 280 ) 766 ( 21 ) Trademarks 1 - 5 4,746 ( 2,876 ) 7,567 ( 6,577 ) Trademarks Indefinite 12,803 — 12,811 — Total $ 261,784 $ ( 147,456 ) $ 241,813 $ ( 139,959 ) |
Schedule Of Estimated Amortization Expense | Fiscal Year Estimated Amortization Expense 2023 $ 13,961 2024 13,547 2025 13,261 2026 13,241 2027 13,022 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Sep. 03, 2022 | |
Revenue [Abstract] | |
Schedule Of Disaggregation Of Revenue | The following table presents the Company’s percentage of net sales by customer end-market for fiscal years 2022 and 2021: For the Fiscal Years Ended September 3, 2022 August 28, 2021 (53 weeks) (52 weeks) Manufacturing Heavy 49 % 48 % Manufacturing Light 21 % 20 % Government 8 % 9 % Retail/Wholesale 7 % 7 % Commercial Services 4 % 4 % Other (1) 11 % 12 % Total net sales 100 % 100 % (1) The Other category primarily includes individual customer and small business net sales not assigned to a specific industry classification. The Company’s net sales originating from the following geographic areas were as follows for fiscal years 2022 and 2021: For the Fiscal Years Ended September 3, 2022 August 28, 2021 (53 weeks) (52 weeks) United States $ 3,501,290 95 % $ 3,049,543 94 % Mexico 83,626 2 % 91,917 3 % Canada 51,672 2 % 46,920 1 % North America 3,636,588 99 % 3,188,380 98 % Other foreign countries 55,305 1 % 54,844 2 % Total net sales $ 3,691,893 100 % $ 3,243,224 100 % |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Sep. 03, 2022 | |
Net Income Per Share [Abstract] | |
Computation Of Basic And Diluted Net Income Per Common Share Under Treasury Stock Method | For the Fiscal Years Ended September 3, August 28, August 29, 2022 2021 2020 (53 weeks) (52 weeks) (52 weeks) Numerator: Net income attributable to MSC Industrial as reported $ 339,786 $ 216,907 $ 251,117 Denominator: Weighted-average shares outstanding for basic net income per share 55,777 55,737 55,472 Effect of dilutive securities 268 356 171 Weighted-average shares outstanding for diluted net income per share 56,045 56,093 55,643 Net income per share: Basic $ 6.09 $ 3.89 $ 4.53 Diluted $ 6.06 $ 3.87 $ 4.51 Potentially dilutive securities 400 314 1,393 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Sep. 03, 2022 | |
Engman-Taylor [Member] | |
Summary Of Purchase Price Allocation | Inventories $ 5,276 Accounts receivable 11,071 Prepaid expenses and other current assets 209 Identifiable intangibles 4,800 Goodwill 6,173 Property, plant and equipment 1,751 Long-term assets 129 Total assets acquired $ 29,409 Accounts payable 3,826 Accrued liabilities 745 Total liabilities assumed $ 4,571 Total purchase price consideration $ 24,838 |
Tower Fasteners [Member] | |
Summary Of Purchase Price Allocation | Cash and cash equivalents $ 840 Inventories 6,894 Accounts receivable 4,522 Prepaid expenses and other current assets 355 Identifiable intangibles 19,500 Goodwill 12,247 Property, plant and equipment 174 Other assets 833 Total assets acquired $ 45,365 Accounts payable 3,136 Accrued expenses and other current liabilities 4,103 Deferred income taxes and tax uncertainties 4,259 Total liabilities assumed $ 11,498 Total purchase price consideration $ 33,867 |
Property, Plant And Equipment (
Property, Plant And Equipment (Tables) | 12 Months Ended |
Sep. 03, 2022 | |
Property, Plant And Equipment [Abstract] | |
Summary Of Property, Plant And Equipment | September 3, August 28, Number of Years 2022 2021 Land — $ 24,418 $ 28,151 Building and improvements 3 - 40 167,012 189,510 Leasehold improvements The lesser of lease term or 10 4,787 5,038 Furniture, fixtures and equipment 3 - 20 176,723 173,298 Computer systems, equipment and software 3 - 10 498,267 452,328 871,207 848,325 Less: accumulated depreciation and amortization 584,541 549,909 Total $ 286,666 $ 298,416 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 03, 2022 | |
Income Taxes [Abstract] | |
Components Of Income Before Provision For Income Taxes | For the Fiscal Years Ended September 3, August 28, August 29, 2022 2021 2020 Domestic $ 449,389 $ 282,478 $ 329,482 Foreign 1,743 5,901 4,768 Total $ 451,132 $ 288,379 $ 334,250 |
Provision For Income Taxes | For the Fiscal Years Ended September 3, August 28, August 29, 2022 2021 2020 Current: Federal $ 77,761 $ 60,988 $ 58,501 State and local 19,524 15,237 14,564 Foreign 1,309 1,327 1,073 98,594 77,552 74,138 Deferred: Federal 11,591 ( 5,513 ) 7,392 State and local 1,281 ( 842 ) 1,091 Foreign ( 816 ) ( 755 ) ( 129 ) 12,056 ( 7,110 ) 8,354 Total $ 110,650 $ 70,442 $ 82,492 |
Components Of Deferred Tax Assets And Liabilities | September 3, August 28, 2022 2021 Deferred tax liabilities: Depreciation $ ( 41,990 ) $ ( 38,825 ) Right-of-use assets ( 14,898 ) ( 10,998 ) Goodwill ( 111,471 ) ( 105,203 ) Intangible amortization ( 2,568 ) ( 2,667 ) ( 170,927 ) ( 157,693 ) Deferred tax assets: Accounts receivable 4,605 4,154 Lease liability 14,766 10,767 Inventory 13,476 16,194 Self-insurance liability 1,605 1,859 Deferred compensation 586 328 Stock-based compensation 5,881 6,295 Foreign tax credit — 2,204 Less: valuation allowance — ( 826 ) Other accrued expenses/reserves 14,915 13,681 55,834 54,656 Net Deferred Tax Liabilities $ ( 115,093 ) $ ( 103,037 ) |
Reconciliation Of Statutory Federal Income Tax Rate To Effective Tax Rate | For the Fiscal Years Ended September 3, August 28, August 29, 2022 2021 2020 U.S. federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 3.9 4.1 3.7 Other, net ( 0.4 ) ( 0.7 ) — Effective income tax rate 24.5 % 24.4 % 24.7 % |
Changes In Gross Unrecognized Tax Benefits | September 3, August 28, 2022 2021 Beginning Balance $ 6,119 $ 12,562 Additions for tax positions relating to current year 1,130 624 Additions for tax positions relating to prior years 6,810 — Reductions for tax positions relating to prior years ( 626 ) ( 378 ) Settlements — ( 5,058 ) Lapse of statute of limitations ( 2,210 ) ( 1,631 ) Ending Balance $ 11,223 $ 6,119 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Sep. 03, 2022 | |
Accrued Liabilities [Abstract] | |
Schedule Of Accrued Liabilities | September 3, August 28, 2022 2021 Accrued payroll and fringe $ 48,078 $ 51,522 Accrued sales rebates and returns 32,472 22,603 Accrued bonus 31,961 20,946 Accrued sales, property and income taxes 12,377 25,866 Accrued dividend equivalents 5,843 7,275 Accrued freight 5,144 2,666 Accrued restructuring and other costs 2,714 4,136 Accrued other 25,737 24,224 Total accrued liabilities $ 164,326 $ 159,238 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 03, 2022 | |
Leases [Abstract] | |
Components Of Lease Cost | For the Fiscal Years Ended September 3, 2022 August 28, 2021 Operating lease cost $ 19,995 $ 22,822 Variable lease benefit ( 355 ) ( 2,001 ) Short-term lease cost 4,496 1,074 Finance lease cost: Amortization of leased assets 1,265 1,290 Interest on leased liabilities 48 83 Total Lease Cost $ 25,449 $ 23,268 |
Supplemental Balance Sheet Information | September 3, August 28, Classification 2022 2021 Assets Operating lease assets Operating lease assets $ 64,780 $ 49,011 (2) Finance lease assets (1) Property, plant and equipment, net 1,118 2,377 Total leased assets $ 65,898 $ 51,388 Liabilities Current Operating Current portion of operating lease liabilities $ 18,560 $ 13,927 (2) Finance Current portion of debt including obligations under finance leases 996 1,273 Noncurrent Operating Noncurrent operating lease liabilities 47,616 36,429 (2) Finance Long-term debt including obligations under finance leases 184 1,188 Total lease liabilities $ 67,356 $ 52,817 (1) Finance lease assets are net of accumulated amo rtization of $ 3,447 and $ 2,729 as of September 3, 20 22 and August 28, 2021, respectively. (2) During fiscal year 2021, the Comp any recorded an impairment charge of $ 14,975 for impacted operating lease assets, net of gains related to settlement of lease liabilities, in Restructuring and other costs on the Consolidated Statements of Income. See Note 13, “Restructuring and Other Costs” for additional information. September 3, August 28, 2022 2021 Weighted-average remaining lease term (in years) Operating Leases 4.7 5.0 Finance Leases 1.2 2.0 Weighted-average discount rate Operating Leases 3.1 % 3.6 % Finance Leases 2.7 % 2.7 % |
Supplemental Cash Flow Information | For the Fiscal Years Ended September 3, 2022 August 28, 2021 Operating Cash Outflows from Operating Leases $ 19,535 $ 36,653 Operating Cash Outflows from Finance Leases 48 83 Financing Cash Outflows from Finance Leases 1,305 1,295 Leased assets obtained in exchange for new lease liabilities: Operating Leases $ 33,608 $ 26,211 Finance Leases 17 42 |
Schedule Of Future Lease Payments | Fiscal Year (1) Operating Leases Finance Leases Total 2023 $ 20,103 $ 1,027 $ 21,130 2024 16,532 161 16,693 2025 12,225 12 12,237 2026 8,116 6 8,122 2027 6,122 — 6,122 Thereafter 7,797 — 7,797 Total Lease Payments 70,895 1,206 72,101 Less: Imputed Interest 4,719 26 4,745 Present Value of Lease Liabilities (2) $ 66,176 $ 1,180 $ 67,356 (1) Future lease payments by fiscal year are based on contractual lease obligations. (2) Includes the current portion of $ 18,560 for operating leases and $ 996 for finance leases. |
Associate Benefit Plans (Tables
Associate Benefit Plans (Tables) | 12 Months Ended |
Sep. 03, 2022 | |
Associate Benefit Plans [Abstract] | |
Schedule Of Stock-Based Compensation Expense | For the Fiscal Years Ended September 3, August 28, August 29, 2022 2021 2020 Stock options $ 1,261 $ 2,285 $ 3,645 Restricted share awards — — 185 Restricted stock units 14,810 13,976 12,319 Performance share units 2,883 1,233 575 Associate Stock Purchase Plan 310 227 208 Total 19,264 17,721 16,932 Deferred income tax benefit ( 4,720 ) ( 4,324 ) ( 4,182 ) Stock-based compensation expense, net $ 14,544 $ 13,397 $ 12,750 |
Summary Of Stock Option Activity | Shares Weighted-Average Exercise Price Outstanding - beginning of year 1,130 $ 76.38 Granted — — Exercised ( 478 ) 72.53 Canceled/Forfeited ( 38 ) 83.03 Outstanding - end of year 614 $ 78.96 Exercisable - end of year 551 $ 78.47 |
Summary Of Non-Vested Restricted Stock Unit Award Activity | Shares Weighted-Average Grant Date Fair Value Non-vested RSUs at the beginning of the year 524 $ 76.69 Granted 177 84.73 Vested ( 191 ) 76.71 Canceled/Forfeited ( 62 ) 77.75 Non-vested RSUs at the end of the year (1) 448 $ 79.71 (1) Excludes approximately 60 shares of accrued incremental dividend equivalent rights on outstanding RSUs granted under the 2015 Omnibus Incentive Plan. |
Restructuring and Other Costs (
Restructuring and Other Costs (Tables) | 12 Months Ended |
Sep. 03, 2022 | |
Restructuring and Other Costs [Abstract] | |
Schedule Of Restructuring Charges | For the Fiscal Years Ended September 3, August 28, 2022 2021 Operating lease asset impairment loss $ — $ 17,923 Settlement of lease liabilities (gain) — ( 2,948 ) Consulting-related costs 8,188 8,615 Associate severance and separation costs 5,753 4,267 Equity award acceleration costs associated with severance 1,728 253 Other exit-related costs 136 3,282 Total restructuring and other costs $ 15,805 $ 31,392 |
Summary Of Restructuring Related Liabilities | Consulting-related costs Separation and severance costs Other exit-related costs Total Balance as of August 29, 2020 $ 4,063 $ 6,927 $ — $ 10,990 Additions 8,615 4,267 3,282 16,164 Payments and other adjustments ( 9,350 ) ( 10,827 ) ( 2,841 ) ( 23,018 ) Balance as of August 28, 2021 3,328 367 441 4,136 Additions 8,188 5,753 136 14,077 Payments and other adjustments ( 10,676 ) ( 4,246 ) ( 577 ) ( 15,499 ) Balance as of September 3, 2022 $ 840 $ 1,874 $ — $ 2,714 |
Business And Summary Of Signi_4
Business And Summary Of Significant Accounting Policies (Narrative) (Details) $ in Thousands | 12 Months Ended | ||
Sep. 03, 2022 USD ($) segment item | Aug. 28, 2021 USD ($) | Aug. 29, 2020 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of customer fulfillment centers | item | 6 | ||
Regional inventory centers | item | 10 | ||
Number Of Warehouses | item | 38 | ||
Inventory write-down | $ 30,091 | ||
Acquired intangible assets | $ 24,300 | 7,375 | |
Amortization expense | 11,663 | 10,934 | $ 11,463 |
Advertising costs | 14,377 | 17,749 | 13,341 |
Shipping and handling costs | 155,472 | 133,737 | $ 125,859 |
Unrecognized tax benefit that would affect effective tax rate | $ 7,719 | $ 4,782 | |
Number of Operating Segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Original manufacturers warranty period | 30 days | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Warranty period | 1 year | ||
Original manufacturers warranty period | 90 days | ||
Net Sales [Member] | Geographic Concentration Risk [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 100% | 100% | |
Net Sales [Member] | Geographic Concentration Risk [Member] | US [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 95% | 94% | |
Net Sales [Member] | Geographic Concentration Risk [Member] | North America [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 99% | 98% | |
Net Sales [Member] | Geographic Concentration Risk [Member] | Europe [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, percentage | 1% | ||
Leasehold Improvements And Building [Member] | Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment estimated useful life | 3 years | ||
Leasehold Improvements And Building [Member] | Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment estimated useful life | 40 years | ||
Computer Systems, Equipment And Software [Member] | Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment estimated useful life | 3 years | ||
Computer Systems, Equipment And Software [Member] | Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment estimated useful life | 10 years | ||
Furniture, Fixtures And Equipment [Member] | Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment estimated useful life | 3 years | ||
Furniture, Fixtures And Equipment [Member] | Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, plant and equipment estimated useful life | 20 years | ||
Trademark [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Write off of fully amortized assets | $ 4,329 | $ 236 |
Business And Summary Of Signi_5
Business And Summary Of Significant Accounting Policies (Change In The Carrying Amount Of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 03, 2022 | Aug. 28, 2021 | |
Business Acquisition [Line Items] | ||
Goodwill, Beginning Balance | $ 692,704 | $ 677,579 |
Foreign currency translation adjustments | (994) | 1,090 |
Goodwill, Ending Balance | 710,130 | 692,704 |
MSC Mexico [Member] | ||
Business Acquisition [Line Items] | ||
Goodwill, Beginning Balance | $ 692,704 | |
Goodwill, Ending Balance | 692,704 | |
Ownership percentage | 75% | |
Hurst [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition | 9,282 | |
Ownership percentage | 80% | |
Hurst [Member] | MSC Mexico [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition | $ 4,753 | |
Engman-Taylor Company, Inc [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition | $ 6,173 | |
Tower Fasteners [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition | $ 12,247 |
Business And Summary Of Signi_6
Business And Summary Of Significant Accounting Policies (Components Of Other Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 03, 2022 | Aug. 28, 2021 | |
Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount, Total | $ 261,784 | $ 241,813 |
Accumulated Amortization | (147,456) | (139,959) |
Customer Relationships [Member] | ||
Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount | 243,269 | 220,669 |
Accumulated Amortization | $ (144,300) | (133,361) |
Customer Relationships [Member] | Minimum [Member] | ||
Intangible Assets By Major Class [Line Items] | ||
Weighted Average Useful Life (in years) | 5 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Intangible Assets By Major Class [Line Items] | ||
Weighted Average Useful Life (in years) | 18 years | |
Non-Compete Agreements [Member] | ||
Intangible Assets By Major Class [Line Items] | ||
Weighted Average Useful Life (in years) | 3 years | |
Gross Carrying Amount | $ 966 | 766 |
Accumulated Amortization | (280) | (21) |
Trademark [Member] | ||
Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount | 4,746 | 7,567 |
Accumulated Amortization | $ (2,876) | (6,577) |
Trademark [Member] | Minimum [Member] | ||
Intangible Assets By Major Class [Line Items] | ||
Weighted Average Useful Life (in years) | 1 year | |
Trademark [Member] | Maximum [Member] | ||
Intangible Assets By Major Class [Line Items] | ||
Weighted Average Useful Life (in years) | 5 years | |
Trademarks [Member] | ||
Intangible Assets By Major Class [Line Items] | ||
Gross Carrying Amount, Indefinite | $ 12,803 | $ 12,811 |
Business And Summary Of Signi_7
Business And Summary Of Significant Accounting Policies (Schedule Of Estimated Amortization Expense) (Details) $ in Thousands | Sep. 03, 2022 USD ($) |
Business And Summary Of Significant Accounting Policies [Abstract] | |
2023 | $ 13,961 |
2024 | 13,547 |
2025 | 13,261 |
2026 | 13,241 |
2027 | $ 13,022 |
Revenue (Narrative) (Details)
Revenue (Narrative) (Details) $ in Thousands | 12 Months Ended | |
Sep. 03, 2022 USD ($) segment | Aug. 28, 2021 USD ($) | |
Accrued sales returns | $ 7,198 | $ 5,759 |
Accrued sales incentives | 25,274 | 16,844 |
Prepaid sales incentives | 2,210 | 2,547 |
Performance obligation | 0 | 0 |
Contract assets | 0 | 0 |
Contract liabilities | $ 0 | $ 0 |
Number of operating segments | segment | 1 | |
Number of reportable segments | segment | 1 | |
Maximum [Member] | ||
Payment term | 1 year |
Revenue (Schedule Of Disaggrega
Revenue (Schedule Of Disaggregation Of Revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 3,691,893 | $ 3,243,224 | $ 3,192,399 |
Net Sales [Member] | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 100% | 100% | |
Net Sales [Member] | Geographic Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 3,691,893 | $ 3,243,224 | |
Concentration risk, percentage | 100% | 100% | |
Manufacturing Heavy [Member] | Net Sales [Member] | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 49% | 48% | |
Manufacturing Light [Member] | Net Sales [Member] | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 21% | 20% | |
Retail/Wholesale [Member] | Net Sales [Member] | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 7% | 7% | |
Government [Member] | Net Sales [Member] | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 8% | 9% | |
Commercial Services [Member] | Net Sales [Member] | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 4% | 4% | |
Other Customers [Member] | Net Sales [Member] | Customer Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 11% | 12% | |
US [Member] | Net Sales [Member] | Geographic Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 3,501,290 | $ 3,049,543 | |
Concentration risk, percentage | 95% | 94% | |
Mexico [Member] | Net Sales [Member] | Geographic Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 83,626 | $ 91,917 | |
Concentration risk, percentage | 2% | 3% | |
Canada [Member] | Net Sales [Member] | Geographic Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 51,672 | $ 46,920 | |
Concentration risk, percentage | 2% | 1% | |
North America [Member] | Net Sales [Member] | Geographic Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 3,636,588 | $ 3,188,380 | |
Concentration risk, percentage | 99% | 98% | |
Other foreign countries [Member] | Net Sales [Member] | Geographic Concentration Risk [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net sales | $ 55,305 | $ 54,844 | |
Concentration risk, percentage | 1% | 2% |
Fair Value (Details)
Fair Value (Details) | 12 Months Ended | ||
Sep. 03, 2022 USD ($) | Aug. 28, 2021 USD ($) ft² | Aug. 29, 2020 USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value remeasurement of non-financial assets on non-recurring basis | $ 0 | $ 0 | |
Fair value remeasurement of non-financial liabilities on non-recurring basis | 0 | 0 | |
Property, plant and equipment, net | 286,666,000 | 298,416,000 | |
Gain on sale of property | 10,132,000 | ||
Sale price of disposed bulding | 25,500,000 | ||
Long Island Customer Service Center [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Area of property | ft² | 170,000 | ||
Property, plant and equipment, net | $ 15,300,000 | ||
Sale price of disposed bulding | $ 25,500,000 | ||
Long Island Customer Service Center [Member] | Building and Building Improvements [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Property, plant and equipment, net | 11,600,000 | ||
Long Island Customer Service Center [Member] | Land [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Property, plant and equipment, net | $ 3,700,000 |
Net Income Per Share (Narrative
Net Income Per Share (Narrative) (Details) - $ / shares | Sep. 03, 2022 | Aug. 28, 2021 |
Class A Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Class B Common Stock [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Net Income Per Share (Computati
Net Income Per Share (Computation Of Basic And Diluted Net Income Per Common Share Under Treasury Stock Method) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Net Income Per Share [Abstract] | |||
Net income attributable to MSC Industrial as reported | $ 339,786 | $ 216,907 | $ 251,117 |
Weighted-average shares outstanding for basic net income per share | 55,777 | 55,737 | 55,472 |
Effect of dilutive securities | 268 | 356 | 171 |
Weighted-average shares outstanding for diluted net income per share | 56,045 | 56,093 | 55,643 |
Basic | $ 6.09 | $ 3.89 | $ 4.53 |
Diluted | $ 6.06 | $ 3.87 | $ 4.51 |
Potentially dilutive securities | 400 | 314 | 1,393 |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) | 1 Months Ended | 12 Months Ended | |||||||
Aug. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2019 USD ($) | Jul. 31, 2019 USD ($) | Feb. 28, 2019 entity | Sep. 03, 2022 USD ($) | Aug. 28, 2021 USD ($) | Aug. 29, 2020 USD ($) | |
Business Acquisition [Line Items] | |||||||||
Notes payable | $ 4,750,000 | $ 4,750,000 | |||||||
Goodwill | 710,130,000 | $ 692,704,000 | $ 677,579,000 | ||||||
MSC Mexico [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership interest in subsidiary | 75% | ||||||||
TAC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of subsidiaries involved in acquisition | entity | 2 | ||||||||
Ownership interest in subsidiary | 75% | ||||||||
Payments to acquire business | $ 13,911,000 | ||||||||
Post-closing working capital adjustment paid out | $ 2,286,000 | ||||||||
Contingent consieration released | 879,000 | ||||||||
Business acquisition purchase price | $ 455,000 | ||||||||
TAC [Member] | MSC Mexico [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to acquire business | $ 6,719,000 | ||||||||
Fair value of contingent consideration to be paid out | 1,342,000 | ||||||||
Present value of contingent consideration based on probability-weighted fair value measurement | 2,600,000 | ||||||||
Business acquisition purchase price | 8,061,000 | ||||||||
TAC [Member] | Total Cash Consideration Fund [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | 1,969,000 | ||||||||
Notes payable | $ 4,750,000 | ||||||||
Hurst [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership interest in subsidiary | 80% | ||||||||
Percentage of ownership interest acquired | 80% | ||||||||
Post-closing working capital adjustment paid out | $ 101,000 | ||||||||
Business acquisition purchase price | $ 15,301,000 | ||||||||
Engman-Taylor [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Non-recurring transaction and integration costs | $ 211,000 | ||||||||
Business acquisition purchase price | $ 24,838,000 | ||||||||
Acquired intangible assets | 4,800,000 | ||||||||
Goodwill | 6,173,000 | ||||||||
Revenue of acquiree | 18,774,000 | ||||||||
Income of acquiree | 521,000 | ||||||||
Post-closing working capital adjustment received | 661,000 | ||||||||
Engman-Taylor [Member] | Customer Relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired intangible assets | 3,900,000 | ||||||||
Acquired intangible assets useful life | 10 years | ||||||||
Engman-Taylor [Member] | Trademark [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired intangible assets | $ 900,000 | ||||||||
Acquired intangible assets useful life | 5 years | ||||||||
Tower Fasteners [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of ownership interest acquired | 100% | ||||||||
Post-closing working capital adjustment paid out | $ 1,029,000 | ||||||||
Non-recurring transaction and integration costs | 665,000 | ||||||||
Business acquisition purchase price | 33,867,000 | ||||||||
Acquired intangible assets | 19,500,000 | ||||||||
Goodwill | 12,247,000 | ||||||||
Revenue of acquiree | 4,127,000 | ||||||||
Income of acquiree | $ 412,000 | ||||||||
Tower Fasteners [Member] | Customer Relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired intangible assets | $ 18,700,000 | ||||||||
Acquired intangible assets useful life | 10 years | ||||||||
Tower Fasteners [Member] | Non-Compete Agreements [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired intangible assets | $ 200,000 | ||||||||
Acquired intangible assets useful life | 5 years | ||||||||
Tower Fasteners [Member] | Trademark [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquired intangible assets | $ 600,000 | ||||||||
Acquired intangible assets useful life | 5 years |
Business Combinations (Summary
Business Combinations (Summary Of Purchase Price Allocation) (Details) - USD ($) $ in Thousands | Sep. 03, 2022 | Aug. 31, 2022 | Jun. 30, 2022 | Aug. 28, 2021 | Aug. 29, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 710,130 | $ 692,704 | $ 677,579 | ||
Engman-Taylor [Member] | |||||
Business Acquisition [Line Items] | |||||
Inventories | $ 5,276 | ||||
Accounts receivable | 11,071 | ||||
Prepaid expenses and other current assets | 209 | ||||
Identifiable intangibles | 4,800 | ||||
Goodwill | 6,173 | ||||
Property, plant and equipment | 1,751 | ||||
Long-term Assets | 129 | ||||
Total assets acquired | 29,409 | ||||
Accounts payable | 3,826 | ||||
Accrued liabilities | 745 | ||||
Total Liabilities Assumed | 4,571 | ||||
Net Assets Acquired | $ 24,838 | ||||
Tower Fasteners [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 840 | ||||
Inventories | 6,894 | ||||
Accounts receivable | 4,522 | ||||
Prepaid expenses and other current assets | 355 | ||||
Identifiable intangibles | 19,500 | ||||
Goodwill | 12,247 | ||||
Property, plant and equipment | 174 | ||||
Other assets | 833 | ||||
Total assets acquired | 45,365 | ||||
Accounts payable | 3,136 | ||||
Accured expensess and other libilities | 4,103 | ||||
Deferred income taxes and tax uncertainties | 4,259 | ||||
Total Liabilities Assumed | 11,498 | ||||
Net Assets Acquired | $ 33,867 |
Property, Plant And Equipment_2
Property, Plant And Equipment (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Capitalized interest, net of accumulated amortization | $ 460 | $ 606 | |
Depreciation expense | 58,285 | 57,199 | $ 57,229 |
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment | 25,500 | ||
Property, plant and equipment, net | 286,666 | 298,416 | |
Long Island Customer Service Center [Member] | |||
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment | $ 25,500 | ||
Property, plant and equipment, net | 15,300 | ||
Building and Building Improvements [Member] | Long Island Customer Service Center [Member] | |||
Property, plant and equipment, net | 11,600 | ||
Land [Member] | Long Island Customer Service Center [Member] | |||
Property, plant and equipment, net | $ 3,700 |
Property, Plant And Equipment_3
Property, Plant And Equipment (Summary Of Property, Plant And Equipment) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 03, 2022 | Aug. 28, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 871,207 | $ 848,325 |
Less: accumulated depreciation and amortization | 584,541 | 549,909 |
Total | 286,666 | 298,416 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 24,418 | 28,151 |
Buildings And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 167,012 | 189,510 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,787 | 5,038 |
Furniture, Fixtures And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 176,723 | 173,298 |
Computer Systems, Equipment And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 498,267 | $ 452,328 |
Minimum [Member] | Buildings And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment estimated useful life | 3 years | |
Minimum [Member] | Furniture, Fixtures And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment estimated useful life | 3 years | |
Minimum [Member] | Computer Systems, Equipment And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment estimated useful life | 3 years | |
Maximum [Member] | Buildings And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment estimated useful life | 40 years | |
Maximum [Member] | Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment estimated useful life | 10 years | |
Maximum [Member] | Furniture, Fixtures And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment estimated useful life | 20 years | |
Maximum [Member] | Computer Systems, Equipment And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment estimated useful life | 10 years |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | Dec. 31, 2020 | |
Unrecognized tax benefits related to tax positions | $ 2,060 | |||
Provision for income taxes, interest and penalties | 7 | $ 689 | $ 23 | |
Accrued interest and penalties on income taxes | $ 2,490 | 277 | ||
Foreign tax credit carryover | 2,204 | |||
Tax credit carryover valuation allowance | $ 826 | |||
The CARES Act [Member] | ||||
Deferred employer-paid portion of social security payroll taxes | $ 18,887 |
Income Taxes (Components Of Inc
Income Taxes (Components Of Income Before Provision For Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Income Taxes [Abstract] | |||
Domestic | $ 449,389 | $ 282,478 | $ 329,482 |
Foreign | 1,743 | 5,901 | 4,768 |
Income before provision for income taxes | $ 451,132 | $ 288,379 | $ 334,250 |
Income Taxes (Provision For Inc
Income Taxes (Provision For Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Income Taxes [Abstract] | |||
Current: Federal | $ 77,761 | $ 60,988 | $ 58,501 |
Current: State and local | 19,524 | 15,237 | 14,564 |
Current: Foreign | 1,309 | 1,327 | 1,073 |
Current: Total | 98,594 | 77,552 | 74,138 |
Deferred: Federal | 11,591 | (5,513) | 7,392 |
Deferred: State and local | 1,281 | (842) | 1,091 |
Deferred: Foreign | (816) | (755) | (129) |
Deferred: Total | 12,056 | (7,110) | 8,354 |
Total | $ 110,650 | $ 70,442 | $ 82,492 |
Income Taxes (Components Of Def
Income Taxes (Components Of Deferred Tax Assets And Liabilities) (Details) - USD ($) $ in Thousands | Sep. 03, 2022 | Aug. 28, 2021 |
Income Taxes [Abstract] | ||
Deferred tax liabilities: Depreciation | $ (41,990) | $ (38,825) |
Deferred tax liabilities: Right-of-use assets | (14,898) | (10,998) |
Deferred tax liabilities: Goodwill | (111,471) | (105,203) |
Deferred tax liabilities: Intangible amortization | (2,568) | (2,667) |
Deferred tax liabilities | (170,927) | (157,693) |
Deferred tax assets: Accounts receivable | 4,605 | 4,154 |
Deferred tax assets: Lease liability | 14,766 | 10,767 |
Deferred tax assets: Inventory | 13,476 | 16,194 |
Deferred tax assets: Self-insurance liability | 1,605 | 1,859 |
Deferred tax assets: Deferred compensation | 586 | 328 |
Deferred tax assets: Stock-based compensation | 5,881 | 6,295 |
Deferred tax assets: Foreign tax credit | 2,204 | |
Less: valuation allowance | (826) | |
Deferred tax assets: Other accrued expenses/reserves | 14,915 | 13,681 |
Deferred tax assets | 55,834 | 54,656 |
Net Deferred Tax Liabilities | $ (115,093) | $ (103,037) |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Statutory Federal Income Tax Rate To Effective Tax Rate) (Details) | 12 Months Ended | ||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Income Taxes [Abstract] | |||
U.S. federal statutory rate | 21% | 21% | 21% |
State income taxes, net of federal benefit | 3.90% | 4.10% | 3.70% |
Other, net | (0.40%) | (0.70%) | |
Effective income tax rate | 24.50% | 24.40% | 24.70% |
Income Taxes (Changes In Gross
Income Taxes (Changes In Gross Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 03, 2022 | Aug. 28, 2021 | |
Income Taxes [Abstract] | ||
Beginning balance | $ 6,119 | $ 12,562 |
Additions for tax positions relating to current year | 1,130 | 624 |
Additions for tax positions relating to prior years | 6,810 | |
Reductions for tax positions relating to prior years | (626) | (378) |
Settlements | (5,058) | |
Lapse of statute of limitations | (2,210) | (1,631) |
Ending balance | $ 11,223 | $ 6,119 |
Accrued Liabilities (Schedule O
Accrued Liabilities (Schedule Of Accrued Liabilities) (Details) - USD ($) $ in Thousands | Sep. 03, 2022 | Aug. 28, 2021 |
Accrued Liabilities [Abstract] | ||
Accrued payroll and fringe | $ 48,078 | $ 51,522 |
Accrued sales rebates and returns | 32,472 | 22,603 |
Accrued bonus | 31,961 | 20,946 |
Accrued sales, property and income taxes | 12,377 | 25,866 |
Accrued dividend equivalents | 5,843 | 7,275 |
Accrued freight | 5,144 | 2,666 |
Accrued restructuring and other related costs | 2,714 | 4,136 |
Accrued other | 25,737 | 24,224 |
Total accrued liabilities | $ 164,326 | $ 159,238 |
Debt (Revolving Credit Faciliti
Debt (Revolving Credit Facilities) (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Debt Instrument [Line Items] | |||
Borrowings under credit facilities | $ 374,000 | $ 583,500 | $ 1,012,200 |
Amended Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 600,000 | ||
Maturity date | Aug. 24, 2026 | ||
Credit facility, expiration term | 5 years | ||
Committed Bank Facility [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding balance | $ 245,000 | 234,000 | |
Committed Bank Facility [Member] | Amended Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Available increase in amount borrowed | 300,000 | ||
Letter of Credit [Member] | Amended Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | 50,000 | ||
Outstanding balance | 5,269 | 4,235 | |
Uncommitted Bank Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding balance | 200,000 | $ 201,500 | |
Amended Uncommitted Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Credit facility, maximum borrowing capacity | $ 208,000 | ||
Credit facility, expiration term | 1 year | ||
Weighted average rate under Credit Facility | 3.42% | 1.11% | |
Outstanding balance | $ 200,000 | $ 201,500 | |
Borrowings under credit facilities | 374,000 | ||
Repayment of loan facility | 364,500 | ||
Current Portion Of Debt Including Obligations Under Finance Leases [Member] | Uncommitted Bank Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding balance | $ 201,500 | ||
Current Portion Of Debt Including Obligations Under Finance Leases [Member] | Amended Uncommitted Credit Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Outstanding balance | $ 200,000 |
Debt (Private Placement Debt) (
Debt (Private Placement Debt) (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 03, 2022 | Aug. 28, 2021 | |
Senior Notes Series A [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.65% | |
Maturity date | Jul. 28, 2023 | |
Private Placement Debt [Member] | Senior Notes Series A [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 75,000 | $ 75,000 |
Interest rate | 2.65% | |
Maturity date | Jul. 28, 2023 | |
Private Placement Debt [Member] | Senior Notes Series B [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 100,000 | 100,000 |
Interest rate | 2.90% | |
Maturity date | Jul. 28, 2026 | |
Private Placement Debt [Member] | Senior Notes Due June 11, 2025 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 20,000 | 20,000 |
Interest rate | 3.79% | |
Maturity date | Jun. 11, 2025 | |
Private Placement Debt [Member] | Senior notes, Due March 5, 2027 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 50,000 | $ 50,000 |
Interest rate | 2.60% | |
Maturity date | Mar. 05, 2027 |
Debt (Shelf Facility Agreements
Debt (Shelf Facility Agreements) (Narrative) (Details) $ in Thousands | 12 Months Ended | |||
Sep. 03, 2022 USD ($) | Aug. 28, 2021 USD ($) | Aug. 29, 2020 USD ($) | Jan. 31, 2018 USD ($) | |
Line of Credit Facility [Line Items] | ||||
Repayment of debt | $ 20,000 | $ 20,000 | ||
Shelf Facility Agreements [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 250,000 | |||
Private Placement Debt and Shelf Facility Agreements [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum consolidated leverage ratio of total indebtedness to EBITDA | 3 | |||
Maximum consolidated leverage ratio of total indebtedness to EBITDA after material acquisition | 3.50 | |||
Minimum consolidated interest coverage ratio of EBITDA to total interest expense | 3 | |||
Series Notes Due January 12, 2023 [Member] | Shelf Facility Agreements [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding balance | $ 50,000 | |||
Interest rate | 3.04% | |||
Maturity date | Jan. 12, 2023 | |||
Series Notes Due March 5, 2024 [Member] | Shelf Facility Agreements [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding balance | $ 50,000 | |||
Interest rate | 2.40% | |||
Maturity date | Mar. 05, 2024 |
Debt (Financing Arrangements) (
Debt (Financing Arrangements) (Narrative) (Details) - USD ($) $ in Thousands | Sep. 03, 2022 | Aug. 28, 2021 |
Debt [Abstract] | ||
Property, plant and equipment, gross | $ 871,207 | $ 848,325 |
Debt (Schedule Of Debt) (Detail
Debt (Schedule Of Debt) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 03, 2022 | Aug. 28, 2021 | |
Debt Instrument [Line Items] | ||
Long-Term Note Payable | $ 4,750 | $ 4,750 |
Financing arrangements | 88 | 191 |
Obligations under finance leases | 1,180 | |
Less: unamortized debt issuance costs | (1,426) | (1,853) |
Total debt, including obligations under finance leases | 793,412 | 783,588 |
Less: current portion | (324,684) | (201,160) |
Total long-term debt, including obligations under finance leases | 468,728 | 582,428 |
Financing obligations, current | 87 | |
Finance Lease, Liability, Current | 996 | 1,273 |
Unamortized debt issuance costs, current | 404 | 427 |
Committed Bank Facility [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | 245,000 | 234,000 |
Uncommitted Bank Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Credit facility | 200,000 | 201,500 |
Short-term debt | 200,000 | 201,500 |
Senior Notes Series A [Member] | ||
Debt Instrument [Line Items] | ||
Less: current portion | $ (75,000) | |
Interest rate | 2.65% | |
Maturity date | Jul. 28, 2023 | |
Senior Notes Series A [Member] | Private Placement Debt [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 75,000 | 75,000 |
Interest rate | 2.65% | |
Maturity date | Jul. 28, 2023 | |
Senior Notes Series B [Member] | Private Placement Debt [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 100,000 | 100,000 |
Interest rate | 2.90% | |
Maturity date | Jul. 28, 2026 | |
Senior Notes Due June 11, 2025 [Member] | Private Placement Debt [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 20,000 | 20,000 |
Interest rate | 3.79% | |
Maturity date | Jun. 11, 2025 | |
Senior notes, Due March 5, 2027 [Member] | Private Placement Debt [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 50,000 | 50,000 |
Interest rate | 2.60% | |
Maturity date | Mar. 05, 2027 | |
Senior notes due January 12, 2023 [Member] | ||
Debt Instrument [Line Items] | ||
Less: current portion | $ (50,000) | |
Interest rate | 3.04% | |
Maturity date | Jan. 12, 2023 | |
Senior notes due January 12, 2023 [Member] | Private Placement Debt [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 50,000 | 50,000 |
Interest rate | 3.04% | |
Maturity date | Jan. 12, 2023 | |
Series 2019A notes, due March 5, 2024 [Member] | Private Placement Debt [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 50,000 | $ 50,000 |
Interest rate | 2.40% | |
Maturity date | Mar. 05, 2024 |
Debt (Schedule Of Maturities Of
Debt (Schedule Of Maturities Of Debt) (Details) $ in Thousands | Sep. 03, 2022 USD ($) |
Debt [Abstract] | |
2023 | $ 125,000 |
2024 | 50,000 |
2025 | 20,000 |
2026 | 345,000 |
2027 | 50,000 |
Thereafter | 4,750 |
Total | $ 594,750 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) $ in Thousands | 12 Months Ended |
Sep. 03, 2022 USD ($) | |
Leases [Abstract] | |
2023 | $ 20,103 |
2024 | 16,532 |
2025 | 12,225 |
2026 | 8,116 |
2027 | 6,122 |
Thereafter | 7,797 |
Operating lease impairment loss net of gains related to settlement of lease liabilities | $ 14,975 |
Leases (Components Of Lease Cos
Leases (Components Of Lease Cost) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 03, 2022 | Aug. 28, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 19,995 | $ 22,822 |
Variable lease benefit | (355) | (2,001) |
Short-term lease cost | 4,496 | 1,074 |
Amortization of leased assets | 1,265 | 1,290 |
Interest on leased liabilities | 48 | 83 |
Total Lease Cost | 25,449 | 23,268 |
Finance lease right of use assets, Accumulated amortization | $ 3,447 | $ 2,729 |
Leases (Supplemental Balance Sh
Leases (Supplemental Balance Sheet Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 03, 2022 | Aug. 28, 2021 | |
Leases [Abstract] | ||
Operating lease assets | $ 64,780 | $ 49,011 |
Finance lease assets | 1,118 | 2,377 |
Total lease assets | 65,898 | 51,388 |
Current, Operating lease liabilities | 18,560 | 13,927 |
Current, Finance lease liabilities | 996 | 1,273 |
Noncurrent operating lease liabilities | 47,616 | 36,429 |
Noncurrent, Finance lease liabilities | 184 | 1,188 |
Total lease liabilities | $ 67,356 | $ 52,817 |
Weighted-average remaining lease term (years), Operating leases | 4 years 8 months 12 days | 5 years |
Weighted-average remaining lease term (years), Finance leases | 1 year 2 months 12 days | 2 years |
Weighted-average discount rate, Operating leases | 3.10% | 3.60% |
Weighted-average discount rate, Finance leases | 2.70% | 2.70% |
Operating lease impairment loss net of gains related to settlement of lease liabilities | $ 14,975 |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 03, 2022 | Aug. 28, 2021 | |
Leases [Abstract] | ||
Operating Cash Outflows from Operating Leases | $ 19,535 | $ 36,653 |
Operating Cash Outflows from Finance Leases | 48 | 83 |
Financing Cash Outflows from Finance Leases | 1,305 | 1,295 |
Leased Assets Obtained in Exchange for New Lease Liabilities: Operating Leases | 33,608 | 26,211 |
Leased Assets Obtained in Exchange for New Lease Liabilities: Finance Leases | $ 17 | $ 42 |
Leases (Schedule Of Future Leas
Leases (Schedule Of Future Lease Payments) (Details) - USD ($) $ in Thousands | Sep. 03, 2022 | Aug. 28, 2021 |
Operating Leases | ||
2023 | $ 20,103 | |
2024 | 16,532 | |
2025 | 12,225 | |
2026 | 8,116 | |
2027 | 6,122 | |
Thereafter | 7,797 | |
Total Lease Payments | 70,895 | |
Less: Imputed Interest | 4,719 | |
Present Value of Lease Liabilities | 66,176 | |
Finance Leases | ||
2023 | 1,027 | |
2024 | 161 | |
2025 | 12 | |
2026 | 6 | |
2027 | ||
Thereafter | ||
Total Lease Payments | 1,206 | |
Less: Imputed Interest | 26 | |
Present Value of Lease Liabilities | 1,180 | |
Total | ||
2023 | 21,130 | |
2024 | 16,693 | |
2025 | 12,237 | |
2026 | 8,122 | |
2027 | 6,122 | |
Thereafter | 7,797 | |
Total Lease Payments | 72,101 | |
Less: Imputed Interest | 4,745 | |
Total lease liabilities | 67,356 | $ 52,817 |
Current portion of operating lease liabilities | 18,560 | 13,927 |
Current, Finance lease liabilities | $ 996 | $ 1,273 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||||
Oct. 11, 2022 $ / shares | Oct. 03, 2022 USD ($) | Sep. 03, 2022 USD ($) item shares | Aug. 28, 2021 USD ($) shares | Aug. 29, 2020 USD ($) | Jun. 29, 2021 shares | |
Subsequent Event [Member] | ||||||
Components Of Shareholders Equity [Line Items] | ||||||
Dividends declared date | Oct. 11, 2022 | |||||
Dividends payable per share | $ / shares | $ 0.79 | |||||
Dividend payable date | Nov. 29, 2022 | |||||
Dividends date of record | Nov. 15, 2022 | |||||
Dividend payable amount | $ | $ 44,140 | |||||
Class A Common Stock [Member] | ||||||
Components Of Shareholders Equity [Line Items] | ||||||
Treasury Stock, Shares, Retired | 300 | 736 | ||||
Class A Common Stock [Member] | Share Repurchase Program [Member] | ||||||
Components Of Shareholders Equity [Line Items] | ||||||
Number of shares authorized for repurchase | 4,700 | 5,000 | ||||
Class B Common Stock [Member] | ||||||
Components Of Shareholders Equity [Line Items] | ||||||
Common stock voting rights for each share held | item | 10 | |||||
Treasury Stock [Member] | ||||||
Components Of Shareholders Equity [Line Items] | ||||||
Treasury stock repurchased, and treasury stock repurchased and retired, shares | 363 | 789 | ||||
Treasury stock repurchased, and treasury stock repurchased and retired, amount | $ | $ 27,359 | $ 71,261 | ||||
Treasury stock reissued to fund plan, shares | 58 | 57 | ||||
Treasury Stock [Member] | Class A Common Stock [Member] | ||||||
Components Of Shareholders Equity [Line Items] | ||||||
Purchase of treasury stock | $ | $ 5,233 | $ 3,795 | $ 3,444 | |||
Shares repurchased by the company for associates' tax withholding liability associated with share-based compensation | 63 | 53 |
Associate Benefit Plans (Narrat
Associate Benefit Plans (Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | Aug. 29, 2015 | Jan. 14, 2015 | |
Associate Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Plan shares authorized | 1,500 | 1,150 | |||
Shares reserved for issuance under plan | 290 | ||||
Maximum number of shares available for purchase per qualified associate | 5 | ||||
Associate purchase price as percent of closing price | 90% | ||||
Shares purchased by qualified associates | 58 | 57 | |||
Share price | $ 74.47 | $ 72.87 | |||
Savings Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Company contributions to savings plan | $ 9,019 | $ 7,952 | $ 5,491 | ||
2005 Omnibus Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Plan shares authorized | 5,217 | ||||
Shares reserved for issuance under plan | 1,176 | ||||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized share-based compensation cost | $ 99 | ||||
Unrecognized share-based compensation weighted average period | 1 month 6 days | ||||
Vesting period | 4 years | ||||
Expiration period | 7 years | ||||
Total intrinsic value of options exercised | $ 5,855 | $ 5,826 | $ 2,604 | ||
Performance Share Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized share-based compensation cost | $ 3,686 | ||||
Unrecognized share-based compensation weighted average period | 1 year 6 months | ||||
Vesting period | 3 years | ||||
Performance Share Units [Member] | Minimum [Member] | Vest After Three Year Performance Period [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 0% | ||||
Performance Share Units [Member] | Maximum [Member] | Vest After Three Year Performance Period [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 200% | ||||
Restricted Stock Unit [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized share-based compensation cost | $ 23,886 | ||||
Unrecognized share-based compensation weighted average period | 2 years 4 months 24 days | ||||
$58.90 - $71.33 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Range of exercise prices, lower limit | $ 58.90 | ||||
Range of exercise prices, upper limit | $ 83.21 | ||||
Number of options outstanding at September 3, 2022 | 614 | ||||
Weighted average remaining contractual life of options outstanding | 2 years 2 months 12 days | ||||
Weighted average exercise price of options outstanding | $ 78.96 | ||||
Aggregate Intrinsic Value of options outstanding | $ 1,121 | ||||
Number of options exercisable at September 3, 2022 | 551 | ||||
Weighted average remaining contractual life of options exercisable | 2 years 1 month 6 days | ||||
Weighted average exercise price of options exercisable | $ 78.47 | ||||
Aggregate Intrinsic Value, Options exercisable | $ 1,121 |
Associate Benefit Plans (Schedu
Associate Benefit Plans (Schedule Of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 19,264 | $ 17,721 | $ 16,932 |
Deferred income tax benefit | (4,720) | (4,324) | (4,182) |
Stock-based compensation expense, net | 14,544 | 13,397 | 12,750 |
Stock Options [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 1,261 | 2,285 | 3,645 |
Restricted Share Awards [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 185 | ||
Restricted Stock Unit [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 14,810 | 13,976 | 12,319 |
Performance Share Units [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 2,883 | 1,233 | 575 |
Associate Stock Purchase Plan [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 310 | $ 227 | $ 208 |
Associate Benefit Plans (Summar
Associate Benefit Plans (Summary Of Stock Option Activity) (Details) - Stock Options [Member] shares in Thousands | 12 Months Ended |
Sep. 03, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, Beginning Balance, Options | shares | 1,130 |
Granted, Options | shares | |
Exercised, Options | shares | (478) |
Canceled/Forfeited, Options | shares | (38) |
Outstanding, Ending Balance, Options | shares | 614 |
Exercisable, Ending Balance, Options | shares | 551 |
Outstanding, Beginning Balance, Weighted-Average Exercise Price per Share | $ / shares | $ 76.38 |
Granted, Weighted-Average Exercise Price per Share | $ / shares | |
Exercised, Weighted-Average Exercise Price per Share | $ / shares | 72.53 |
Canceled/Forfeited, Weighted-Average Exercise Price per Share | $ / shares | 83.03 |
Outstanding, Ending Balance, Weighted-Average Exercise Price per Share | $ / shares | 78.96 |
Exercisable, Ending Balance, Weighted-Average Exercise Price per Share | $ / shares | $ 78.47 |
Associate Benefit Plans (Summ_2
Associate Benefit Plans (Summary Of Performance Share Unit Activity) (Details) shares in Thousands | 12 Months Ended |
Sep. 03, 2022 $ / shares shares | |
Associate Benefit Plans [Abstract] | |
Non-vested share awards, Beginning balance, Shares | shares | 58 |
Granted, Shares | shares | 46 |
Canceled/Forfeited, Shares | shares | (16) |
Non-vested share awards, Ending balance, Shares | shares | 88 |
Non-vested share awards, Beginning balance, Weighted-Average Grant-Date Fair Value | $ / shares | $ 75.52 |
Granted, Weighted-Average Grant-Date Fair Value | $ / shares | 84.96 |
Canceled/Forfeited, Weighted-Average Grant-Date Fair Value | $ / shares | 77.68 |
Non-vested share awards, Ending balance, Weighted-Average Grant-Date Fair Value | $ / shares | $ 80.04 |
Associate Benefit Plans (Summ_3
Associate Benefit Plans (Summary Of Non-Vested Restricted Stock Unit Award Activity) (Details) shares in Thousands | 12 Months Ended |
Sep. 03, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested share awards, Beginning balance, Shares | shares | 58 |
Granted, Shares | shares | 46 |
Canceled/Forfeited, Shares | shares | (16) |
Non-vested share awards, Ending balance, Shares | shares | 88 |
Non-vested share awards, Beginning balance, Weighted-Average Grant-Date Fair Value | $ / shares | $ 75.52 |
Granted, Weighted-Average Grant-Date Fair Value | $ / shares | 84.96 |
Canceled/Forfeited, Weighted-Average Grant-Date Fair Value | $ / shares | 77.68 |
Non-vested share awards, Ending balance, Weighted-Average Grant-Date Fair Value | $ / shares | $ 80.04 |
Restricted Stock Unit [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested share awards, Beginning balance, Shares | shares | 524 |
Granted, Shares | shares | 177 |
Vested, Shares | shares | (191) |
Canceled/Forfeited, Shares | shares | (62) |
Non-vested share awards, Ending balance, Shares | shares | 448 |
Non-vested share awards, Beginning balance, Weighted-Average Grant-Date Fair Value | $ / shares | $ 76.69 |
Granted, Weighted-Average Grant-Date Fair Value | $ / shares | 84.73 |
Vested, Weighted-Average Grant-Date Fair Value | $ / shares | 76.71 |
Canceled/Forfeited, Weighted-Average Grant-Date Fair Value | $ / shares | 77.75 |
Non-vested share awards, Ending balance, Weighted-Average Grant-Date Fair Value | $ / shares | $ 79.71 |
Restructuring and Other Costs_2
Restructuring and Other Costs (Narrative) (Details) | 12 Months Ended |
Sep. 03, 2022 store | |
Restructuring and Other Costs [Abstract] | |
Number of locations closed | 73 |
Restructuring and Other Costs_3
Restructuring and Other Costs (Schedule Of Restructuring Charges) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 03, 2022 | Aug. 28, 2021 | |
Restructuring and Other Costs [Abstract] | ||
Operating lease asset impairment loss | $ 17,923 | |
Settlement of lease liabilities (gain) | (2,948) | |
Consulting-related costs | $ 8,188 | 8,615 |
Associate severance and separation costs | 5,753 | 4,267 |
Equity award acceleration costs associated with severance | 1,728 | 253 |
Other exit-related costs | 136 | 3,282 |
Total restructuring costs | $ 15,805 | $ 31,392 |
Restructuring and Other Costs_4
Restructuring and Other Costs (Summary Of Restructuring Related Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 03, 2022 | Aug. 28, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Balance | $ 4,136 | $ 10,990 |
Additions | 14,077 | 16,164 |
Payments and other adjustments | (15,499) | (23,018) |
Balance | 2,714 | 4,136 |
Consulting-Related Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Balance | 3,328 | 4,063 |
Additions | 8,188 | 8,615 |
Payments and other adjustments | (10,676) | (9,350) |
Balance | 840 | 3,328 |
Severance and Separation Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Balance | 367 | 6,927 |
Additions | 5,753 | 4,267 |
Payments and other adjustments | (4,246) | (10,827) |
Balance | 1,874 | 367 |
Other Exit Related Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Balance | 441 | |
Additions | 136 | 3,282 |
Payments and other adjustments | (577) | (2,841) |
Balance | $ 441 |
Asset Impairment (Details)
Asset Impairment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | Sep. 30, 2020 | |
Asset Impairment [Abstract] | ||||
Inventory write-down | $ 30,091 | |||
Prepaid purchase of PPE | $ 26,726 | |||
Impairment loss, net | 5,886 | |||
Proceeds from legal settlement agreement with a vendor | $ 20,840 | |||
Loss recovery related to PPE prepayment impairments | $ 26,726 |
Schedule II - Valuation And Q_2
Schedule II - Valuation And Qualifying Accounts (Details) - SEC Schedule, 12-09, Allowance, Credit Loss [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 03, 2022 | Aug. 28, 2021 | Aug. 29, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ 18,416 | $ 18,249 | $ 17,088 |
Charged to Costs and Expenses | 9,806 | 8,181 | 11,008 |
Deductions | 7,451 | 8,014 | 9,847 |
Balance at End of Year | $ 20,771 | $ 18,416 | $ 18,249 |