Cover
Cover - shares | 3 Months Ended | |
Dec. 02, 2023 | Dec. 20, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 02, 2023 | |
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, Address Line Two | Suite 1000 | |
Entity Address, City or Town | 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 $0.001 per share | |
Trading Symbol | MSM | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 56,400,388 | |
Entity Central Index Key | 0001003078 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --08-31 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 02, 2023 | Sep. 02, 2023 |
Current Assets: | ||
Cash and cash equivalents | $ 25,805 | $ 50,052 |
Accounts receivable, net of allowance for credit losses of $20,271 and $22,747, respectively | 414,280 | 435,421 |
Inventories | 709,362 | 726,521 |
Prepaid expenses and other current assets | 121,519 | 105,519 |
Total current assets | 1,270,966 | 1,317,513 |
Property, plant and equipment, net | 322,091 | 319,660 |
Goodwill | 718,318 | 718,174 |
Identifiable intangibles, net | 106,890 | 110,641 |
Operating lease assets | 61,076 | 65,909 |
Other assets | 14,383 | 12,237 |
Total assets | 2,493,724 | 2,544,134 |
Current Liabilities: | ||
Current portion of debt including obligations under finance leases | 244,048 | 229,935 |
Current portion of operating lease liabilities | 20,694 | 21,168 |
Accounts payable | 188,976 | 226,299 |
Accrued expenses and other current liabilities | 174,140 | 172,034 |
Total current liabilities | 627,858 | 649,436 |
Long-term debt including obligations under finance leases | 294,430 | 224,391 |
Noncurrent operating lease liabilities | 41,410 | 45,924 |
Deferred income taxes and tax uncertainties | 131,801 | 131,801 |
Total liabilities | 1,095,499 | 1,051,552 |
Commitments and Contingencies | ||
MSC Industrial Shareholders’ Equity: | ||
Preferred Stock; $0.001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 1,052,729 | 849,502 |
Retained earnings | 464,962 | 755,007 |
Accumulated other comprehensive loss | (17,277) | (17,725) |
Class A treasury stock, at cost, 1,304,313 and 1,230,960 shares, respectively | (115,399) | (107,677) |
Total MSC Industrial shareholders’ equity | 1,385,073 | 1,479,164 |
Noncontrolling interest | 13,152 | 13,418 |
Total shareholders’ equity | 1,398,225 | 1,492,582 |
Total liabilities and shareholders’ equity | 2,493,724 | 2,544,134 |
Class A Common Stock | ||
MSC Industrial Shareholders’ Equity: | ||
Common stock, value, issued | 58 | 48 |
Class B Common Stock | ||
MSC Industrial Shareholders’ Equity: | ||
Common stock, value, issued | $ 0 | $ 9 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands | Dec. 02, 2023 USD ($) vote $ / shares shares | Sep. 02, 2023 USD ($) vote $ / shares shares |
Accounts receivable, allowance for credit loss, current | $ | $ 20,271 | $ 22,747 |
Preferred stock, par value (in usd per share) | $ / shares | $ 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 |
Treasury stock, shares | 1,304,313 | 1,230,960 |
Class A Common Stock | ||
Common stock, voting rights | vote | 1 | 1 |
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares, issued | 57,714,018 | 48,075,100 |
Class B Common Stock | ||
Common stock, voting rights | vote | 10 | 10 |
Common stock, par value (in usd per share) | $ / shares | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 0 | |
Common stock, shares, issued | 0 | 8,654,010 |
Common stock, shares, outstanding | 0 | 8,654,010 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 02, 2023 | Dec. 03, 2022 | |
Income Statement [Abstract] | ||
Net sales | $ 953,969 | $ 957,745 |
Cost of goods sold | 560,852 | 559,946 |
Gross profit | 393,117 | 397,799 |
Operating expenses | 290,633 | 279,695 |
Restructuring and other costs | 916 | 2,094 |
Income from operations | 101,568 | 116,010 |
Other income (expense): | ||
Interest expense | (5,320) | (6,919) |
Interest income | 125 | 100 |
Other expense, net | (5,055) | (1,340) |
Total other expense | (10,250) | (8,159) |
Income before provision for income taxes | 91,318 | 107,851 |
Provision for income taxes | 22,190 | 26,639 |
Net income | 69,128 | 81,212 |
Less: Net loss attributable to noncontrolling interest | (222) | (102) |
Net income attributable to MSC Industrial | $ 69,350 | $ 81,314 |
Net income per common share: | ||
Basic (in usd per share) | $ 1.23 | $ 1.45 |
Diluted (in usd per share) | $ 1.22 | $ 1.45 |
Weighted-average shares used in computing net income per common share: | ||
Basic (in shares) | 56,429 | 55,891 |
Diluted (in shares) | 56,723 | 56,081 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 02, 2023 | Dec. 03, 2022 | ||
Statement of Comprehensive Income [Abstract] | |||
Net income, as reported | $ 69,128 | $ 81,212 | |
Other comprehensive income, net of tax: | |||
Foreign currency translation adjustments | 404 | 1,270 | |
Comprehensive income | [1] | 69,532 | 82,482 |
Comprehensive income attributable to noncontrolling interest: | |||
Net loss | 222 | 102 | |
Foreign currency translation adjustments | 44 | (335) | |
Comprehensive income attributable to MSC Industrial | $ 69,798 | $ 82,249 | |
[1] There were no material taxes associated with other comprehensive income during the thirteen-week periods ended December 2, 2023 and December 3, 2022. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Comprehensive Income (Parenthetical) - USD ($) | 3 Months Ended | |
Dec. 02, 2023 | Dec. 03, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Other comprehensive income, taxes | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Shareholders' Equity - USD ($) $ in Thousands | Total | Total Shareholders’ Equity Attributable to MSC Industrial | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Noncontrolling Interest | Class A Common Stock | Class A Common Stock Common Stock | Class A Common Stock Additional Paid-in Capital | Class A Common Stock Retained Earnings | Class A Common Stock Treasury Stock | Class B Common Stock | Class B Common Stock Common Stock | Class B Common Stock Retained Earnings |
Beginning Balance at Sep. 03, 2022 | $ 798,408 | $ 681,292 | $ (23,121) | $ (106,202) | $ 11,849 | $ 48 | $ 9 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Associate Incentive Plans | 16,115 | 1 | |||||||||||||
Associate Incentive Plans | 837 | ||||||||||||||
Foreign Currency Translation Adjustment | $ 1,270 | 935 | |||||||||||||
Net Loss | 81,314 | 81,314 | (102) | ||||||||||||
Repurchase and retirement of Class A Common Stock | 0 | $ (30) | $ (14,282) | ||||||||||||
Reclassification of Common Stock | 0 | 0 | 0 | 0 | |||||||||||
Repurchase of Class A Common Stock | $ (4,227) | ||||||||||||||
Cash dividends declared on Common Stock | (37,370) | $ (6,837) | |||||||||||||
Dividend equivalents declared, net of cancellations | (552) | ||||||||||||||
Foreign Currency Translation Adjustment | (335) | 335 | |||||||||||||
Ending Balance at Dec. 03, 2022 | 1,398,420 | $ 1,386,338 | 814,493 | 703,565 | (22,186) | (109,592) | 12,082 | 49 | 9 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Dividends declared per common share (in usd per share) | $ 790 | $ 790 | |||||||||||||
Beginning Balance at Sep. 02, 2023 | 1,492,582 | 849,502 | 755,007 | (17,725) | (107,677) | 13,418 | 48 | 9 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Associate Incentive Plans | 15,037 | 0 | |||||||||||||
Associate Incentive Plans | 794 | ||||||||||||||
Foreign Currency Translation Adjustment | 404 | 448 | |||||||||||||
Net Loss | 69,350 | 69,350 | (222) | ||||||||||||
Repurchase and retirement of Class A Common Stock | (1) | $ (214) | (123,314) | ||||||||||||
Reclassification of Common Stock | 188,404 | (188,406) | 11 | (9) | |||||||||||
Repurchase of Class A Common Stock | $ (8,516) | ||||||||||||||
Cash dividends declared on Common Stock | $ (47,192) | $ 0 | |||||||||||||
Dividend equivalents declared, net of cancellations | (483) | ||||||||||||||
Foreign Currency Translation Adjustment | 44 | (44) | |||||||||||||
Ending Balance at Dec. 02, 2023 | $ 1,398,225 | $ 1,385,073 | $ 1,052,729 | $ 464,962 | $ (17,277) | $ (115,399) | $ 13,152 | $ 58 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Dividends declared per common share (in usd per share) | $ 830 | $ 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements Of Cash Flows - USD ($) | 3 Months Ended | |
Dec. 02, 2023 | Dec. 03, 2022 | |
Cash Flows from Operating Activities: | ||
Net income | $ 69,128,000 | $ 81,212,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 19,782,000 | 18,566,000 |
Non-cash operating lease cost | 5,559,000 | 4,872,000 |
Stock-based compensation | 5,201,000 | 4,990,000 |
Loss on disposal of property, plant and equipment | 98,000 | 229,000 |
Non-cash changes in fair value of estimated contingent consideration | 220,000 | 0 |
Provision for credit losses | 90,000 | 2,673,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 21,170,000 | 56,000 |
Inventories | 17,218,000 | (9,516,000) |
Prepaid expenses and other current assets | (16,036,000) | (22,764,000) |
Operating lease liabilities | (5,717,000) | (4,843,000) |
Other assets | (2,132,000) | (508,000) |
Accounts payable and accrued liabilities | (33,413,000) | 1,057,000 |
Total adjustments | 12,040,000 | (5,188,000) |
Net cash provided by operating activities | 81,168,000 | 76,024,000 |
Cash Flows from Investing Activities: | ||
Expenditures for property, plant and equipment | (18,433,000) | (25,504,000) |
Cash used in business acquisitions, net of cash acquired | 0 | (87,000) |
Net cash used in investing activities | (18,433,000) | (25,591,000) |
Cash Flows from Financing Activities: | ||
Repurchases of Class A Common Stock | (132,045,000) | (18,539,000) |
Payments of regular cash dividends | (47,192,000) | (44,207,000) |
Proceeds from sale of Class A Common Stock in connection with Associate Stock Purchase Plan | 1,144,000 | 1,056,000 |
Proceeds from exercise of Class A Common Stock options | 6,852,000 | 8,336,000 |
Borrowings under credit facilities | 148,000,000 | 84,000,000 |
Payments under credit facilities | (65,000,000) | (99,000,000) |
Borrowings under financing obligations | 1,624,000 | 1,061,000 |
Other, net | (574,000) | (657,000) |
Net cash used in financing activities | (87,191,000) | (67,950,000) |
Effect of foreign exchange rate changes on cash and cash equivalents | 209,000 | 311,000 |
Net decrease in cash and cash equivalents | (24,247,000) | (17,206,000) |
Cash and cash equivalents—beginning of period | 50,052,000 | 43,537,000 |
Cash and cash equivalents—end of period | 25,805,000 | 26,331,000 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for income taxes | 5,454,000 | 2,767,000 |
Cash paid for interest | $ 4,882,000 | $ 5,441,000 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Dec. 02, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited Condensed Consolidated Financial Statements have been prepared by the management of MSC Industrial Direct Co., Inc. (together with its wholly owned subsidiaries and entities in which it maintains a controlling financial interest, “MSC Industrial” or the “Company”) and in the opinion of management include all normal recurring adjustments necessary to present fairly the Company’s financial position as of December 2, 2023 and September 2, 2023, results of operations for the thirteen weeks ended December 2, 2023 and December 3, 2022, and cash flows for the thirteen weeks ended December 2, 2023 and December 3, 2022. The financial information as of September 2, 2023 was derived from the Company’s audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 2, 2023. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the SEC. The Company, however, believes that the disclosures contained in this Report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a Quarterly Report on Form 10-Q and are adequate to make the information presented not misleading. The unaudited Condensed Consolidated Financial Statements and these Notes to Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 2, 2023. 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 2024” refer to the period from September 3, 2023 to August 31, 2024, which is a 52-week fiscal year. References to “fiscal year 2023” refer to the period from September 4, 2022 to September 2, 2023, which is a 52-week fiscal year. The fiscal quarters ended December 2, 2023 and December 3, 2022 refer to the thirteen weeks ended as of those dates. Principles of Consolidation The unaudited Condensed 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. Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker, among other provisions. The ASU is effective for fiscal year periods beginning after December 15, 2023, including subsequent interim periods, with early adoption permitted, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption to its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. The ASU primarily enhances and expands both the income tax rate reconciliation disclosure and the income taxes paid disclosure. The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the standard to determine the impact of adoption to its consolidated financial statements and 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 unaudited Condensed Consolidated Financial Statements. |
Revenue
Revenue | 3 Months Ended |
Dec. 02, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 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. All revenue is recognized when the Company satisfies its performance obligations under the contract, which is determined to occur when the customer obtains control of the products, and invoicing occurs at approximately the same point in time. 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 obligations. Substantially all of the Company’s contracts have a single performance obligation, to deliver products, and are short-term in nature. The Company estimates product returns based on historical return rates. Total accrued sales returns were $8,553 and $8,632 as of December 2, 2023 and September 2, 2023, respectively, and are reported as accrued expenses and other current liabilities in the unaudited Condensed 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 $29,105 and $31,954 as of December 2, 2023 and September 2, 2023, respectively, and are included in accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheets. Sign-on payments, not yet recognized as a reduction of net sales, are recorded in prepaid expenses and other current assets in the unaudited Condensed Consolidated Balance Sheets and were $3,575 and $3,733 as of December 2, 2023 and September 2, 2023, 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 not have material contract assets or liabilities as of December 2, 2023 and September 2, 2023. Disaggregation of Revenue The Company operates in one operating and reportable segment as a distributor of metalworking and maintenance, repair and operations products and services. The Company serves a large number of customers of various types and in diverse industries, which are subject to different economic and industry factors. The Company’s presentation of net sales by customer end-market, customer type and geography 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 way its business is managed. The following table presents the Company’s percentage of revenue by customer end-market for the thirteen-week periods ended December 2, 2023 and December 3, 2022: Thirteen Weeks Ended December 2, 2023 December 3, 2022 Manufacturing Heavy 47 % 48 % Manufacturing Light 21 % 21 % Public Sector 9 % 8 % Retail/Wholesale 8 % 7 % Commercial Services 4 % 4 % Other (1) 11 % 12 % Total 100 % 100 % (1) The Other category primarily includes individual customer and small business net sales not assigned to a specific industry classification. The Company groups customers into three categories by type of customer: national account, public sector and core and other. National account customers are Fortune 1000 companies, large privately held companies, and international companies primarily doing business in North America. Public sector customers are governments and their instrumentalities such as federal agencies, state governments, and public sector healthcare providers. Federal government customers include the United States Marine Corps, the United States Coast Guard, the United States Postal Service, the United States General Services Administration, the United States Department of Defense, the United States Department of Energy, large and small military bases, Veterans Affairs hospitals, and correctional facilities. The Company has individual state and local contracts, as well as contracts through partnerships with several state co-operatives. Core and other customers are those customers that are not national account customers or public sector customers. The following table presents the Company’s percentage of revenue by customer type for the thirteen-week periods ended December 2, 2023 and December 3, 2022: Thirteen Weeks Ended December 2, 2023 December 3, 2022 National Account Customers 39 % 38 % Public Sector Customers 9 % 8 % Core and Other Customers 52 % 54 % Total 100 % 100 % The Company’s revenue originating from the following geographic areas was as follows for the thirteen-week periods ended December 2, 2023 and December 3, 2022: Thirteen Weeks Ended December 2, 2023 December 3, 2022 United States 95 % 95 % Mexico 2 % 2 % Canada 2 % 2 % North America 99 % 99 % Other foreign countries 1 % 1 % Total 100 % 100 % |
Net Income per Share
Net Income per Share | 3 Months Ended |
Dec. 02, 2023 | |
Earnings Per Share [Abstract] | |
Net Income per Share | Net Income per Share Basic net income per share is computed by dividing net income by the weighted-average number of shares of the Company’s Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), and the Company’s Class B Common Stock, par value $0.001 per share (“Class B Common Stock” and, together with Class A Common Stock, “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 the thirteen-week periods ended December 2, 2023 and December 3, 2022: Thirteen Weeks Ended December 2, December 3, Numerator: Net income attributable to MSC Industrial as reported $ 69,350 $ 81,314 Denominator: Weighted-average shares outstanding for basic net income per share 56,429 55,891 Effect of dilutive securities 294 190 Weighted-average shares outstanding for diluted net income per share 56,723 56,081 Net income per share: Basic $ 1.23 $ 1.45 Diluted $ 1.22 $ 1.45 Potentially dilutive securities — 499 Potentially dilutive securities attributable to outstanding share-based awards 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 Class A Common Stock, and, therefore, their inclusion would be anti-dilutive. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Dec. 02, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all stock-based payments in accordance with Accounting Standards Codification Topic 718, “Compensation—Stock Compensation,” as amended. Stock-based compensation expense, net included in Operating expenses for the thirteen-week periods ended December 2, 2023 and December 3, 2022 was as follows: Thirteen Weeks Ended December 2, December 3, Stock options $ — $ 101 Restricted stock units (1) 4,275 3,711 Performance share units (1) 821 1,095 Associate Stock Purchase Plan 105 83 Total 5,201 4,990 Deferred income tax benefit (1,264) (1,233) Stock-based compensation expense, net $ 3,937 $ 3,757 (1) Includes equity award acceleration costs associated with associate severance and separation. Stock Options The Company discontinued its grants of stock options in fiscal year 2020. The fair value of each option grant in previous fiscal years was estimated on the date of grant using the Black-Scholes option pricing model. A summary of the Company’s stock option activity for the thirteen-week period ended December 2, 2023 is as follows: Shares Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (in Aggregate Intrinsic Value Outstanding on September 2, 2023 218 $ 81.60 Granted — — Exercised (86) 79.96 Canceled/Forfeited/Expired — — Outstanding on December 2, 2023 132 $ 82.67 1.7 $ 2,141 Exercisable on December 2, 2023 132 $ 82.67 1.7 $ 2,141 The aggregate intrinsic value of options exercised, which represents the difference between the exercise price and the market value of Class A Common Stock measured at each individual exercise date, during the thirteen-week periods ended December 2, 2023 and December 3, 2022 was $1,499 and $970, respectively. There were no unrecognized stock‑based compensation costs related to stock options at December 2, 2023. Performance Share Units In fiscal year 2020, the Company began granting performance share units (“PSUs”) as part of its long-term stock-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. The following table summarizes all transactions related to PSUs under the MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan (the “2015 Omnibus Incentive Plan”) and the MSC Industrial Direct Co., Inc. 2023 Omnibus Incentive Plan (the “2023 Omnibus Incentive Plan”) (based on target award amounts) for the thirteen-week period ended December 2, 2023: Shares Weighted-Average Grant Date Fair Value Non-vested PSUs at September 2, 2023 112 $ 81.81 Granted 45 89.88 PSU adjustment (1) 23 74.79 Vested (46) 74.79 Canceled/Forfeited (1) 82.57 Non-vested PSUs at December 2, 2023 (2) 133 $ 88.37 (1) PSU adjustment represents the net PSUs awarded above or below their target grants resulting from the achievement of performance goals above or below the performance targets established at grant. One grant goal was achieved at 200% of its target based on fiscal year 2021 through fiscal year 2023 financial results. (2) Excludes approximately 5 shares of accrued incremental dividend equivalent rights on outstanding PSUs granted under the 2015 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan. The fair value of each PSU is the closing stock price on the New York Stock Exchange (the “NYSE”) of 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 estimated forfeitures. 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 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 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 PSUs, subject to the same performance vesting requirements. The unrecognized stock-based compensation costs related to the PSUs at December 2, 2023 were $7,201, which are expected to be recognized over a weighted-average period of 2.0 years. Restricted Stock Units A summary of the Company’s non-vested restricted stock unit (“RSU”) award activity under the 2015 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan for the thirteen-week period ended December 2, 2023 is as follows: Shares Weighted-Average Grant Date Fair Value Non-vested RSUs at September 2, 2023 467 $ 80.98 Granted 162 97.78 Vested (155) 79.97 Canceled/Forfeited (5) 84.78 Non-vested RSUs at December 2, 2023 (1) 469 $ 87.07 (1) Excludes approximately 27 shares of accrued incremental dividend equivalent rights on outstanding RSUs granted under the 2015 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan. The fair value of each RSU is the closing stock price on the NYSE of 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 estimated forfeitures. 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 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 unrecognized stock-based compensation costs related to the RSUs at December 2, 2023 were $35,800, which are expected to be recognized over a weighted-average period of 3.1 years. |
Fair Value
Fair Value | 3 Months Ended |
Dec. 02, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 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 indebtedness. 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 December 2, 2023 and December 3, 2022. |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Dec. 02, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivables at December 2, 2023 and September 2, 2023 consisted of the following: December 2, September 2, Accounts receivable $ 434,551 $ 458,168 Less: allowance for credit losses 20,271 22,747 Accounts receivable, net $ 414,280 $ 435,421 In fiscal year 2023, the Company entered into a Receivables Purchase Agreement (the “RPA”), by and among MSC A/R Holding Co., LLC, a wholly owned subsidiary of the Company (the “Receivables Subsidiary”), as seller, the Company, as master servicer, certain purchasers from time to time party thereto (collectively, the “Purchasers”), and Wells Fargo Bank, National Association, as administrative agent. Under the RPA, the Receivables Subsidiary may sell receivables to the Purchasers in amounts up to $300,000. During the second quarter of fiscal year 2023, the amount sold to the Purchasers was $300,000 which was derecognized from the Condensed Consolidated Balance Sheet as of that date. The RPA matures on December 19, 2025 and is subject to customary termination events related to transactions of this type. The Company continues to be involved with the receivables sold to the Purchasers by providing collection services. As cash is collected on sold receivables, the Receivables Subsidiary continuously sells new qualifying receivables to the Purchasers so that the total principal amount outstanding of receivables sold is approximately $300,000. The total principal amount outstanding of receivables sold was approximately $300,000 as of December 2, 2023 and September 2, 2023. The amount of receivables pledged as collateral as of December 2, 2023 and September 2, 2023 was $337,126 and $352,385, respectively. The following table summarizes the activity and amounts outstanding under the RPA for the thirteen-week periods ended December 2, 2023 and December 3, 2022: Thirteen Weeks Ended December 2, December 3, Receivables sold under the RPA $ 312,980 $ — Cash collected on sold receivables under the RPA $ 312,980 $ — The receivables sold incurred fees due to the Purchasers of $4,611 and $0 during the thirteen-week periods ended December 2, 2023 and December 3, 2022, respectively, which were recorded within Other expense, net in the Condensed Consolidated Statements of Income. The financial covenants under the RPA are substantially the same as those under the Credit Facilities, the Private Placement Debt and the Shelf Facility Agreements (each, as defined below). See Note 7, “Debt” for more information about these financial covenants. |
Debt
Debt | 3 Months Ended |
Dec. 02, 2023 | |
Debt and Lease Obligation [Abstract] | |
Debt | Debt Debt at December 2, 2023 and September 2, 2023 consisted of the following: December 2, September 2, Amended Revolving Credit Facility $ 120,000 $ 50,000 Uncommitted Credit Facilities 193,000 180,000 Long-Term Note Payable 4,750 4,750 Private Placement Debt: 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 2.40% Series 2019A Notes, due March 5, 2024 (1) 50,000 50,000 Financing arrangements 1,336 127 Obligations under finance leases 329 475 Less: unamortized debt issuance costs (937) (1,026) Total debt, including obligations under finance leases $ 538,478 $ 454,326 Less: current portion (244,048) (2) (229,935) (3) Total long-term debt, including obligations under finance leases $ 294,430 $ 224,391 (1) Represents private placement debt issued under the Shelf Facility Agreements. (2) Consists of $193,000 from the Uncommitted Credit Facilities (as defined below), $50,000 from the 2.40% Series 2019A Notes, due March 5, 2024, $1,261 from financing arrangements , $135 from obligations under finance leases and net of unamortized debt issuance costs of $348 expected to be amortized in the next 12 months. (3) Consists of $180,000 from the Uncommitted Credit Facilities, $50,000 from the 2.40% Series 2019A Notes, due March 5, 2024, $37 from financing arrangements , $249 from obligations under finance leases and net of unamortized debt issuance costs of $351 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 and extended, 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 the Adjusted Term SOFR Rate (as defined in the Amended Revolving Credit Facility) or a base rate, plus a spread based on the Company’s consolidated leverage ratio at the end of each fiscal reporting quarter. The Company currently elects to have loans under the Amended Revolving Credit Facility bear interest based on the Adjusted Term SOFR Rate 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 at both December 2, 2023 and September 2, 2023. Uncommitted Credit Facilities During fiscal year 2023, the Company extended all three of its uncommitted credit facilities. These facilities (collectively, the “Uncommitted Credit Facilities” and, together with the Amended Revolving Credit Facility, the “Credit Facilities”) total $203,000 in aggregate maximum uncommitted availability, under which $193,000 and $180,000 were outstanding at December 2, 2023 and September 2, 2023, respectively, and are included in current portion of debt including obligations under finance leases in the unaudited Condensed Consolidated Balance Sheets. The interest rate on the Uncommitted Credit Facilities is based on the Secured Overnight Financing Rate. 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. During the thirteen-week period ended December 2, 2023 , the Company borrowed an aggregate $148,000 and repaid an aggregate $65,000 under the Credit Facilities. As of December 2, 2023 and September 2, 2023, the weighted-average interest rates on borrowings under the Credit Facilities were 6.25% and 6.17%, respectively. Private Placement Debt In July 2016, the Company completed the issuance and sale of $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 “MetLife Note Purchase Agreement”) and PGIM, Inc. (the “Prudential Note Purchase Agreement” and, together with the MetLife 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. As of December 2, 2023, $50,000 aggregate principal amount of 2.40% Series 2019A Notes, due March 5, 2024, was 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. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Dec. 02, 2023 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Common Stock Repurchases and Treasury Stock In June 2021, the Board of Directors of the Company (the “Board”) terminated the existing share repurchase plan and authorized a new share repurchase plan (the “Share Repurchase Plan”) to purchase up to 5,000 shares of Class A Common Stock. There is no expiration date for the Share Repurchase Plan. As of December 2, 2023, the maximum number of shares of Class A Common Stock that may yet be repurchased under the Share Repurchase Plan was 2,443 shares. The Share Repurchase Plan allows the Company to repurchase shares at any time and in any increments it deems appropriate in accordance with Rule 10b-18 under the Exchange Act. During the thirteen-week period ended December 2, 2023 , the Company repurchased 1,367 shares of Class A Common Stock for $132,045 . From this total, 87 shares were repurchased by the Company to satisfy the Company’s associates’ tax withholding liability associated with its stock-based compensation program and are reflected at cost as treasury stock in the unaudited Condensed Consolidated Financial Statements for the thirteen-week period ended December 2, 2023 and the remainder were immediately retired. During the thirteen-week period ended December 3, 2022 , the Company repurchased 233 shares of Class A Common Stock for $18,539. From this total, 52 shares were repurchased by the Company to satisfy the Company’s associates’ tax withholding liability associated with its stock-based compensation program and are reflected at cost as treasury stock in the unaudited Condensed Consolidated Financial Statements for the thirteen-week period ended December 3, 2022 and the remainder were immediately retired. The Company reissued 13 shares and 14 shares of treasury stock during the thirteen-week periods ended December 2, 2023 and December 3, 2022, respectively, to fund the MSC Industrial Direct Co., Inc. Amended and Restated Associate Stock Purchase Plan. Dividends on Common Stock The Company paid aggregate regular cash dividends of $0.83 per share totaling $47,192 for the thirteen weeks ended December 2, 2023. For the thirteen weeks ended December 3, 2022, the Company paid aggregate regular cash dividends of $0.79 per share totaling $44,207. On December 15, 2023, the Board declared a regular cash dividend of $0.83 per share, payable on January 23, 2024, to shareholders of record at the close of business on January 9, 2024. The dividend is expected to result in aggregate payments of $46,812, based on the number of shares outstanding at December 20, 2023. Reclassification In October 2023, the Company completed its previously announced reclassification (the “Reclassification”) of the Common Stock to eliminate the Class B Common Stock, effective at the time that the Company’s Restated Certificate of Incorporation was duly filed with the Secretary of State of the State of New York (the “Effective Time”), as contemplated by that certain Reclassification Agreement, dated as of June 20, 2023 (the “Reclassification Agreement”), with Mitchell Jacobson, Erik Gershwind, other members of the Jacobson / Gershwind family and certain entities affiliated with the Jacobson / Gershwind family (collectively, the “Jacobson / Gershwind Family Shareholders”). Pursuant to the Reclassification, each share of Class B Common Stock issued and outstanding immediately prior to the Effective Time was reclassified, exchanged and converted into 1.225 shares of Class A Common Stock. The issuance of Class A Common Stock in connection with the Reclassification was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S‐4 (File No. 333-273418). As contemplated by the Reclassification Agreement, a number of corporate governance changes were implemented, including the following: • the Jacobson / Gershwind Family Shareholders have the right to designate (i) two individuals (one of whom will be Mr. Erik Gershwind so long as he is the Company’s Chief Executive Officer) for nomination for election to the Board so long as the Jacobson / Gershwind Family Shareholders own 10% or more of the issued and outstanding shares of Class A Common Stock and (ii) one individual for nomination for election to the Board so long as the Jacobson / Gershwind Family Shareholders own less than 10% but more than 5% of the issued and outstanding shares of Class A Common Stock; • the Jacobson / Gershwind Family Shareholders have each granted an irrevocable proxy authorizing the Company to vote such pro rata portion of shares of Class A Common Stock beneficially owned by the Jacobson / Gershwind Family Shareholders or their permitted transferees in excess of 15% of the issued and outstanding shares of Class A Common Stock in proportion to the votes of other holders (i.e., excluding any Jacobson / Gershwind Family Shareholders and their permitted transferees) entitled to vote and that do in fact vote; • certain standstill and lock-up provisions for the Jacobson / Gershwind Family Shareholders; • the transition of the approval standard for certain significant transactions (including mergers, asset sales, share exchanges and dissolution) from a two-thirds supermajority to a majority of the issued and outstanding shares of Class A Common Stock entitled to vote thereon; • the adoption of a “majority of the votes cast” standard for uncontested director elections; and • the designation of (i) the New York Supreme Court as the exclusive forum for (a) certain derivative claims, (b) claims asserting breach of fiduciary duties, (c) claims pursuant to the New York Business Corporation Law, the Company’s Restated Certificate of Incorporation or the Company’s Third Amended and Restated By-Laws or (d) claims governed by the internal affairs doctrine and (ii) the U.S. federal district courts as the exclusive forum for claims under the Securities Act. |
Restructuring and Other Costs
Restructuring and Other Costs | 3 Months Ended |
Dec. 02, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Costs | Restructuring and Other Costs Optimization of Company Operations and Profitability Improvement The Company continues to identify opportunities for improvements in its workforce realignment, strategy and staffing, and its focus on performance management, to ensure it has the right skill sets and number of associates to execute its long-term vision. As such, the Company extends voluntary and involuntary severance and separation benefits to certain associates in order to facilitate its workforce realignment. In addition, from time to time, the Company engages consultants to assist in reviewing the optimization of the Company’s operations and improving profitability. The following table summarizes restructuring and other costs for the thirteen-week periods ended December 2, 2023 and December 3, 2022: Thirteen Weeks Ended December 2, December 3, Consulting-related costs $ 76 $ 1,575 Associate severance and separation costs 736 519 Equity award acceleration costs associated with severance 104 — Total restructuring and other costs $ 916 $ 2,094 Liabilities associated with restructuring and other costs are included in accrued expenses and other current liabilities in the unaudited Condensed Consolidated Balance Sheet as of December 2, 2023. The following table summarizes activity related to liabilities associated with restructuring and other costs for the thirteen-week period ended December 2, 2023: Consulting-related costs Associate severance and separation costs Total Balance at September 2, 2023 $ 100 $ 1,037 $ 1,137 Additions 76 736 812 Payments and other adjustments (100) (776) (876) Balance at December 2, 2023 $ 76 $ 997 $ 1,073 |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 02, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes During the thirteen-week period ended December 2, 2023, there were no material changes in unrecognized tax benefits. The United States government enacted the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) to provide certain relief as a result of the COVID-19 pandemic. The CARES Act provides tax relief, along with other stimulus measures, including the Employee Retention Credit (the “ERC”) provision, which allows for employers to claim a refundable tax credit against the employer share of Social Security taxes equal to 50% of qualified wages paid to qualified employees between March 13, 2020 and December 31, 2020 and 70% of qualified wages paid to qualified employees after December 31, 2020 through September 30, 2021. The ERC was designed to encourage businesses to keep employees on the payroll during the COVID-19 pandemic. During fiscal year 2023, the Company received funds related to ERC claims previously submitted. As there is no authoritative guidance under accounting principles generally accepted in the United States of America on accounting for government assistance to for-profit business entities, the Company accounts for the ERC by analogy to International Accounting Standard 20, Accounting for Government Grants and Disclosure of Government Assistance. Management determined the probability threshold has not been met for $5,129 of the funds received in fiscal year 2023, and, as such, that portion of the funds remains in accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheet as of December 2, 2023. This amount will be recognized in the Condensed Consolidated Statement of Income when the probability threshold has been met, which the Company has determined to be the earlier of a completed audit or the lapse of the relevant statute of limitations. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Dec. 02, 2023 | |
Legal Proceedings [Abstract] | |
Legal Proceedings | Legal ProceedingsIn the ordinary course of business, there are various claims, lawsuits and pending actions against the Company incidental to the operation of its business. Although the outcome of these matters, both individually and in aggregate, is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 02, 2023 | Dec. 03, 2022 | |
Pay vs Performance Disclosure | ||
Net Loss | $ 69,350 | $ 81,314 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 02, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Dec. 02, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting, Policy | Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the SEC. The Company, however, believes that the disclosures contained in this Report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a Quarterly Report on Form 10-Q and are adequate to make the information presented not misleading. |
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 2024” refer to the period from September 3, 2023 to August 31, 2024, which is a 52-week fiscal year. References to “fiscal year 2023” refer to the period from September 4, 2022 to September 2, 2023, which is a 52-week fiscal year. The fiscal quarters ended December 2, 2023 and December 3, 2022 refer to the thirteen weeks ended as of those dates. |
Principles of Consolidation | Principles of Consolidation The unaudited Condensed 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. |
Accounting Standards Not Yet Adopted | Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker, among other provisions. The ASU is effective for fiscal year periods beginning after December 15, 2023, including subsequent interim periods, with early adoption permitted, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption to its consolidated financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. The ASU primarily enhances and expands both the income tax rate reconciliation disclosure and the income taxes paid disclosure. The ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the standard to determine the impact of adoption to its consolidated financial statements and disclosures. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Dec. 02, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company’s percentage of revenue by customer end-market for the thirteen-week periods ended December 2, 2023 and December 3, 2022: Thirteen Weeks Ended December 2, 2023 December 3, 2022 Manufacturing Heavy 47 % 48 % Manufacturing Light 21 % 21 % Public Sector 9 % 8 % Retail/Wholesale 8 % 7 % Commercial Services 4 % 4 % Other (1) 11 % 12 % Total 100 % 100 % (1) The Other category primarily includes individual customer and small business net sales not assigned to a specific industry classification. The following table presents the Company’s percentage of revenue by customer type for the thirteen-week periods ended December 2, 2023 and December 3, 2022: Thirteen Weeks Ended December 2, 2023 December 3, 2022 National Account Customers 39 % 38 % Public Sector Customers 9 % 8 % Core and Other Customers 52 % 54 % Total 100 % 100 % The Company’s revenue originating from the following geographic areas was as follows for the thirteen-week periods ended December 2, 2023 and December 3, 2022: Thirteen Weeks Ended December 2, 2023 December 3, 2022 United States 95 % 95 % Mexico 2 % 2 % Canada 2 % 2 % North America 99 % 99 % Other foreign countries 1 % 1 % Total 100 % 100 % |
Net Income per Share (Tables)
Net Income per Share (Tables) | 3 Months Ended |
Dec. 02, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income per Common Share Under 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 the thirteen-week periods ended December 2, 2023 and December 3, 2022: Thirteen Weeks Ended December 2, December 3, Numerator: Net income attributable to MSC Industrial as reported $ 69,350 $ 81,314 Denominator: Weighted-average shares outstanding for basic net income per share 56,429 55,891 Effect of dilutive securities 294 190 Weighted-average shares outstanding for diluted net income per share 56,723 56,081 Net income per share: Basic $ 1.23 $ 1.45 Diluted $ 1.22 $ 1.45 Potentially dilutive securities — 499 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Dec. 02, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | The Company accounts for all stock-based payments in accordance with Accounting Standards Codification Topic 718, “Compensation—Stock Compensation,” as amended. Stock-based compensation expense, net included in Operating expenses for the thirteen-week periods ended December 2, 2023 and December 3, 2022 was as follows: Thirteen Weeks Ended December 2, December 3, Stock options $ — $ 101 Restricted stock units (1) 4,275 3,711 Performance share units (1) 821 1,095 Associate Stock Purchase Plan 105 83 Total 5,201 4,990 Deferred income tax benefit (1,264) (1,233) Stock-based compensation expense, net $ 3,937 $ 3,757 (1) |
Summary of Stock Option Activity | A summary of the Company’s stock option activity for the thirteen-week period ended December 2, 2023 is as follows: Shares Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (in Aggregate Intrinsic Value Outstanding on September 2, 2023 218 $ 81.60 Granted — — Exercised (86) 79.96 Canceled/Forfeited/Expired — — Outstanding on December 2, 2023 132 $ 82.67 1.7 $ 2,141 Exercisable on December 2, 2023 132 $ 82.67 1.7 $ 2,141 |
Summary of Performance Share Unit Activity | The following table summarizes all transactions related to PSUs under the MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan (the “2015 Omnibus Incentive Plan”) and the MSC Industrial Direct Co., Inc. 2023 Omnibus Incentive Plan (the “2023 Omnibus Incentive Plan”) (based on target award amounts) for the thirteen-week period ended December 2, 2023: Shares Weighted-Average Grant Date Fair Value Non-vested PSUs at September 2, 2023 112 $ 81.81 Granted 45 89.88 PSU adjustment (1) 23 74.79 Vested (46) 74.79 Canceled/Forfeited (1) 82.57 Non-vested PSUs at December 2, 2023 (2) 133 $ 88.37 (1) PSU adjustment represents the net PSUs awarded above or below their target grants resulting from the achievement of performance goals above or below the performance targets established at grant. One grant goal was achieved at 200% of its target based on fiscal year 2021 through fiscal year 2023 financial results. (2) Excludes approximately 5 shares of accrued incremental dividend equivalent rights on outstanding PSUs granted under the 2015 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan. |
Summary of Non-Vested Restricted Stock Unit Award Activity | A summary of the Company’s non-vested restricted stock unit (“RSU”) award activity under the 2015 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan for the thirteen-week period ended December 2, 2023 is as follows: Shares Weighted-Average Grant Date Fair Value Non-vested RSUs at September 2, 2023 467 $ 80.98 Granted 162 97.78 Vested (155) 79.97 Canceled/Forfeited (5) 84.78 Non-vested RSUs at December 2, 2023 (1) 469 $ 87.07 (1) Excludes approximately 27 shares of accrued incremental dividend equivalent rights on outstanding RSUs granted under the 2015 Omnibus Incentive Plan and the 2023 Omnibus Incentive Plan. |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 3 Months Ended |
Dec. 02, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Accounts receivables at December 2, 2023 and September 2, 2023 consisted of the following: December 2, September 2, Accounts receivable $ 434,551 $ 458,168 Less: allowance for credit losses 20,271 22,747 Accounts receivable, net $ 414,280 $ 435,421 |
Loans, Notes, Trade and Other Receivables, Sales | The following table summarizes the activity and amounts outstanding under the RPA for the thirteen-week periods ended December 2, 2023 and December 3, 2022: Thirteen Weeks Ended December 2, December 3, Receivables sold under the RPA $ 312,980 $ — Cash collected on sold receivables under the RPA $ 312,980 $ — |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Dec. 02, 2023 | |
Debt and Lease Obligation [Abstract] | |
Schedule of Debt | Debt at December 2, 2023 and September 2, 2023 consisted of the following: December 2, September 2, Amended Revolving Credit Facility $ 120,000 $ 50,000 Uncommitted Credit Facilities 193,000 180,000 Long-Term Note Payable 4,750 4,750 Private Placement Debt: 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 2.40% Series 2019A Notes, due March 5, 2024 (1) 50,000 50,000 Financing arrangements 1,336 127 Obligations under finance leases 329 475 Less: unamortized debt issuance costs (937) (1,026) Total debt, including obligations under finance leases $ 538,478 $ 454,326 Less: current portion (244,048) (2) (229,935) (3) Total long-term debt, including obligations under finance leases $ 294,430 $ 224,391 (1) Represents private placement debt issued under the Shelf Facility Agreements. (2) Consists of $193,000 from the Uncommitted Credit Facilities (as defined below), $50,000 from the 2.40% Series 2019A Notes, due March 5, 2024, $1,261 from financing arrangements , $135 from obligations under finance leases and net of unamortized debt issuance costs of $348 expected to be amortized in the next 12 months. (3) Consists of $180,000 from the Uncommitted Credit Facilities, $50,000 from the 2.40% Series 2019A Notes, due March 5, 2024, $37 from financing arrangements , $249 from obligations under finance leases and net of unamortized debt issuance costs of $351 expected to be amortized in the next 12 months. |
Restructuring and Other Costs (
Restructuring and Other Costs (Tables) | 3 Months Ended |
Dec. 02, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | The following table summarizes restructuring and other costs for the thirteen-week periods ended December 2, 2023 and December 3, 2022: Thirteen Weeks Ended December 2, December 3, Consulting-related costs $ 76 $ 1,575 Associate severance and separation costs 736 519 Equity award acceleration costs associated with severance 104 — Total restructuring and other costs $ 916 $ 2,094 |
Summary of Restructuring Related Liabilities | The following table summarizes activity related to liabilities associated with restructuring and other costs for the thirteen-week period ended December 2, 2023: Consulting-related costs Associate severance and separation costs Total Balance at September 2, 2023 $ 100 $ 1,037 $ 1,137 Additions 76 736 812 Payments and other adjustments (100) (776) (876) Balance at December 2, 2023 $ 76 $ 997 $ 1,073 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 3 Months Ended | 12 Months Ended |
Dec. 02, 2023 USD ($) segment | Sep. 02, 2023 USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Accrued sales returns | $ 8,553,000 | $ 8,632,000 |
Contract with customer, refund liability | 29,105,000 | 31,954,000 |
Prepaid sales incentives | 3,575,000 | 3,733,000 |
Contract liabilities | 0 | 0 |
Contract assets | 0 | $ 0 |
Performance obligation | $ 0 | |
Number of reportable segments | segment | 1 | |
Number of operating segments | segment | 1 | |
Maximum | ||
Disaggregation of Revenue [Line Items] | ||
Payment term | 1 year |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 02, 2023 | Dec. 03, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 953,969 | $ 957,745 |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 100% | 100% |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Manufacturing Heavy | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 47% | 48% |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Manufacturing Light | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 21% | 21% |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Public Sector | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 9% | 8% |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Retail/Wholesale | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 8% | 7% |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Commercial Services | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 4% | 4% |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Other | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 11% | 12% |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | National Account Customers | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 39% | 38% |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Public Sector Customers | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 9% | 8% |
Revenue from Contract with Customer Benchmark | Customer Concentration Risk | Core and Other Customers | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 52% | 54% |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 100% | 100% |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | United States | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 95% | 95% |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | Mexico | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 2% | 2% |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | Canada | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 2% | 2% |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | North America | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 99% | 99% |
Revenue from Contract with Customer Benchmark | Geographic Concentration Risk | Other foreign countries | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk, percentage | 1% | 1% |
Net Income per Share - Narrativ
Net Income per Share - Narrative (Details) - $ / shares | Dec. 02, 2023 | Sep. 02, 2023 |
Class A Common Stock | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Class B Common Stock | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Net Income per Share - Computat
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 | 3 Months Ended | |
Dec. 02, 2023 | Dec. 03, 2022 | |
Numerator: | ||
Net income attributable to MSC Industrial as reported | $ 69,350 | $ 81,314 |
Denominator: | ||
Weighted-average shares outstanding for basic net income per share | 56,429 | 55,891 |
Effect of dilutive securities (in shares) | 294 | 190 |
Weighted-average shares outstanding for diluted net income per share | 56,723 | 56,081 |
Net income per share: | ||
Basic (in usd per share) | $ 1.23 | $ 1.45 |
Diluted (in usd per share) | $ 1.22 | $ 1.45 |
Potentially dilutive securities (in shares) | 0 | 499 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) | 3 Months Ended | |
Dec. 02, 2023 | Dec. 03, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 5,201,000 | $ 4,990,000 |
Deferred income tax benefit | (1,264,000) | (1,233,000) |
Stock-based compensation expense, net | 3,937,000 | 3,757,000 |
Stock options | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 0 | 101,000 |
Restricted stock units | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 4,275,000 | 3,711,000 |
Performance share units | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 821,000 | 1,095,000 |
Associate Stock Purchase Plan | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 105,000 | $ 83,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Dec. 02, 2023 USD ($) $ / shares shares | |
Shares | |
Beginning balance, (in shares) | shares | 218,000 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | (86,000) |
Canceled/Forfeited/Expired (in shares) | shares | 0 |
Ending balance (in shares) | shares | 132,000 |
Exercisable (in shares) | shares | 132,000 |
Weighted-Average Exercise Price per Share | |
Beginning balance (in usd per share) | $ / shares | $ 81.60 |
Granted (in usd per share) | $ / shares | 0 |
Exercised (in usd per share) | $ / shares | 79.96 |
Canceled/Forfeited/Expired (in usd per share) | $ / shares | 0 |
Ending balance (in usd per share) | $ / shares | 82.67 |
Exercisable (in usd per share) | $ / shares | $ 82.67 |
Weighted-Average Remaining Contractual Term (in years) | |
Weighted-average remaining contractual term, outstanding (in years) | 1 year 8 months 12 days |
Weighted-average remaining contractual term, exercisable (in years) | 1 year 8 months 12 days |
Aggregate Intrinsic Value | |
Aggregate intrinsic value outstanding | $ | $ 2,141 |
Aggregate intrinsic value exercisable | $ | $ 2,141 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | |
Dec. 02, 2023 | Dec. 03, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Award requisite service period | 3 years | |
Stock options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total intrinsic value of options exercised | $ 1,499,000 | $ 970,000 |
Unrecognized share-based compensation cost | $ 0 | |
Performance share units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Unrecognized share-based compensation cost | $ 7,201,000 | |
Unrecognized share-based compensation weighted average period | 2 years | |
Performance share units | Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Vested shares, percentage of target award amount | 0% | |
Performance share units | Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Vested shares, percentage of target award amount | 200% | |
Restricted stock units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Unrecognized share-based compensation cost | $ 35,800,000 | |
Unrecognized share-based compensation weighted average period | 3 years 1 month 6 days |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Performance Share Unit Activity (Details) shares in Thousands | 3 Months Ended |
Dec. 02, 2023 $ / shares shares | |
Performance share units | |
Shares | |
Beginning balance (in shares) | 112 |
Granted (in shares) | 45 |
PSU adjustment (in shares) | 23 |
Vested (in shares) | (46) |
Canceled/Forfeited (in shares) | (1) |
Ending balance (in shares) | 133 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in usd per share) | $ / shares | $ 81.81 |
Granted (in usd per share) | $ / shares | 89.88 |
PSU adjustment (in usd per share) | $ / shares | 74.79 |
Vested (in usd per share) | $ / shares | 74.79 |
Canceled/Forfeited (in usd per share) | $ / shares | 82.57 |
Ending balance (in usd per share) | $ / shares | $ 88.37 |
Target allocation grant percentage | 200% |
Incremental Dividend Rights Performance Stock Units | |
Shares | |
Ending balance (in shares) | 5 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Non-Vested Restricted Stock Unit Award Activity (Details) shares in Thousands | 3 Months Ended |
Dec. 02, 2023 $ / shares shares | |
Restricted stock units | |
Shares | |
Beginning balance (in shares) | 467 |
Granted (in shares) | 162 |
Vested (in shares) | (155) |
Canceled/Forfeited (in shares) | (5) |
Ending balance (in shares) | 469 |
Weighted-Average Grant Date Fair Value | |
Beginning balance (in usd per share) | $ / shares | $ 80.98 |
Granted (in usd per share) | $ / shares | 97.78 |
Vested (in usd per share) | $ / shares | 79.97 |
Canceled/Forfeited (in usd per share) | $ / shares | 84.78 |
Ending balance (in usd per share) | $ / shares | $ 87.07 |
Incremental Dividend Rights, Restricted Stock Units | |
Shares | |
Ending balance (in shares) | 27 |
Fair Value (Details)
Fair Value (Details) - USD ($) | 3 Months Ended | |
Dec. 02, 2023 | Dec. 03, 2022 | |
Fair Value Disclosures [Abstract] | ||
Fair value remeasurement of non-financial liabilities on non-recurring basis | $ 0 | $ 0 |
Fair value remeasurement of non-financial assets on non-recurring basis | $ 0 | $ 0 |
Accounts Receivable - Accounts
Accounts Receivable - Accounts Receivables (Details) - USD ($) $ in Thousands | Dec. 02, 2023 | Sep. 02, 2023 |
Receivables [Abstract] | ||
Accounts receivable | $ 434,551 | $ 458,168 |
Less: allowance for credit losses | 20,271 | 22,747 |
Accounts receivable, net | $ 414,280 | $ 435,421 |
Accounts Receivable - Narrative
Accounts Receivable - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Dec. 02, 2023 | Mar. 04, 2023 | Dec. 03, 2022 | Sep. 02, 2023 | Dec. 19, 2022 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Accounts receivable, amount authorized for sale | $ 300,000 | ||||
Accounts receivable, sales transactions fees | $ 4,611 | $ 0 | |||
Purchasers | |||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Accounts receivable, sale | 300 | $ 300,000 | |||
Accounts receivable, collateral, unsold receivables, amount | $ 337,126 | $ 352,385 |
Accounts Receivable (Details)
Accounts Receivable (Details) - Receivables Purchase Agreement - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 02, 2023 | Dec. 03, 2022 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | ||
Receivables sold under the RPA | $ 312,980 | $ 0 |
Cash collected on sold receivables under the RPA | $ 312,980 | $ 0 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Dec. 02, 2023 | Sep. 02, 2023 | Jul. 31, 2016 |
Debt Instrument [Line Items] | |||
Long-Term Note Payable | $ 4,750,000 | $ 4,750,000 | |
Financing arrangements | 1,336,000 | 127,000 | |
Obligations under finance leases | 329,000 | 475,000 | |
Less: unamortized debt issuance costs | (937,000) | (1,026,000) | |
Total debt, including obligations under finance leases | 538,478,000 | 454,326,000 | |
Less: current portion | (244,048,000) | (229,935,000) | |
Long-term debt including obligations under finance leases | 294,430,000 | 224,391,000 | |
Finance lease, liability, current | 135,000 | 249,000 | |
Unamortized debt issuance costs, current | 348,000 | 351,000 | |
Committed Bank Facility | |||
Debt Instrument [Line Items] | |||
Credit facility | 120,000,000 | 50,000,000 | |
Uncommitted Bank Facilities | |||
Debt Instrument [Line Items] | |||
Short-term debt | 193,000,000 | 180,000,000 | |
Financing Arrangement | |||
Debt Instrument [Line Items] | |||
Financing obligations, current | 1,261,000 | 37,000 | |
Senior Notes Series B | Private Placement Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 100,000,000 | 100,000,000 | $ 100,000,000 |
Interest rate | 2.90% | 2.90% | |
Senior Notes Due June 11, 2025 | Private Placement Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 20,000,000 | 20,000,000 | $ 20,000,000 |
Interest rate | 3.79% | 3.79% | |
Senior notes, Due March 5, 2027 | Private Placement Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 50,000,000 | 50,000,000 | $ 50,000,000 |
Interest rate | 2.60% | 2.60% | |
Series 2019A notes, due March 5, 2024 | Private Placement Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 50,000,000 | 50,000,000 | |
Financing obligations, current | $ 50,000 | $ 50,000 | |
Interest rate | 2.40% | 2.40% |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facilities Narrative (Details) | 1 Months Ended | 3 Months Ended | ||||
Aug. 31, 2021 USD ($) | Dec. 02, 2023 USD ($) facility | Dec. 03, 2022 USD ($) | Sep. 02, 2023 USD ($) | Apr. 30, 2017 USD ($) | Jul. 31, 2016 USD ($) | |
Debt Instrument [Line Items] | ||||||
Number of credit facilities | facility | 3 | |||||
Proceeds from lines of credit | $ 148,000,000 | $ 84,000,000 | ||||
Committed Bank Facility | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding balance | $ 120,000,000 | $ 50,000,000 | ||||
Amended Uncommitted Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, expiration term | 1 year | |||||
Outstanding balance | $ 193,000,000 | $ 180,000,000 | ||||
Line of credit facility, maximum amount outstanding during period | 203,000,000 | |||||
Proceeds from lines of credit | 148,000,000 | |||||
Repayment of loan facility | $ 65,000,000 | |||||
Line of credit facility, interest rate at period end | 6.25% | 6.17% | ||||
Amended Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 600,000,000 | |||||
Credit facility, expiration term | 5 years | |||||
Amended Revolving Credit Facility | Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, maximum borrowing capacity | $ 50,000,000 | |||||
Outstanding balance | $ 5,269,000 | $ 5,269,000 | ||||
Amended Revolving Credit Facility | Committed Bank Facility | ||||||
Debt Instrument [Line Items] | ||||||
Available increase in amount borrowed | $ 300,000,000 | |||||
Senior Notes Series B | Private Placement Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 100,000,000 | 100,000,000 | $ 100,000,000 | |||
Interest rate | 2.90% | 2.90% | ||||
Senior Notes Due June 11, 2025 | Private Placement Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 20,000,000 | 20,000,000 | $ 20,000,000 | |||
Interest rate | 3.79% | 3.79% | ||||
Senior notes, Due March 5, 2027 | Private Placement Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | |||
Interest rate | 2.60% | 2.60% |
Debt - Private Placement Debt N
Debt - Private Placement Debt Narrative (Details) - Private Placement Debt - USD ($) | Dec. 02, 2023 | Sep. 02, 2023 | Jul. 31, 2016 |
Senior Notes Series B | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 |
Interest rate | 2.90% | 2.90% | |
Senior Notes Due June 11, 2025 | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 20,000,000 | 20,000,000 | $ 20,000,000 |
Interest rate | 3.79% | 3.79% | |
Senior notes, Due March 5, 2027 | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 |
Interest rate | 2.60% | 2.60% |
Debt - Shelf Facility Agreement
Debt - Shelf Facility Agreements Narrative (Details) - Shelf Facility Agreements - USD ($) | Dec. 02, 2023 | Jan. 31, 2018 |
Line of Credit Facility [Line Items] | ||
Credit facility, maximum borrowing capacity | $ 250,000,000 | |
Series Notes Due March 5, 2024 | ||
Line of Credit Facility [Line Items] | ||
Outstanding balance | $ 50,000,000 | |
Interest rate | 2.40% |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||||
Dec. 20, 2023 USD ($) | Dec. 02, 2023 USD ($) $ / shares shares | Dec. 03, 2022 USD ($) $ / shares shares | Dec. 15, 2023 $ / shares | Oct. 31, 2023 individual shares | Jun. 30, 2021 shares | |
Components Of Shareholders Equity [Line Items] | ||||||
Repurchases of common stock | $ | $ 132,045 | $ 18,539 | ||||
Stock issued during period, shares, employee stock ownership plan | 13,000 | 14,000 | ||||
Dividends payable per share (in usd per share) | $ / shares | $ 0.83 | $ 0.79 | ||||
Dividend payable amount | $ | $ 44,207 | |||||
Number of individuals eligible for nomination | individual | 2 | |||||
Common stock, ownership percentage threshold, two board-member nomination | 0.10 | |||||
Common stock, ownership percentage threshold, transferee percentage | 0.15 | |||||
Subsequent Event | ||||||
Components Of Shareholders Equity [Line Items] | ||||||
Dividends payable per share (in usd per share) | $ / shares | $ 0.83 | |||||
Dividend payable amount | $ | $ 46,812 | |||||
Maximum | ||||||
Components Of Shareholders Equity [Line Items] | ||||||
Common stock, ownership percentage | 0.10 | |||||
Minimum | ||||||
Components Of Shareholders Equity [Line Items] | ||||||
Common stock, ownership percentage | 0.05 | |||||
Class A Common Stock | ||||||
Components Of Shareholders Equity [Line Items] | ||||||
Stock repurchased during period, including held in treasury (in shares) | 1,367,000 | |||||
Repurchases of common stock | $ | $ 18,539 | |||||
Treasury stock, shares repurchased to satisfy tax withholding obligation | 87,000 | |||||
Treasury stock, shares, acquired | 233,000 | |||||
Class of warrant or right, number of securities called by each warrant or right (in shares) | 1.225 | |||||
Share Repurchase Plan | Class A Common Stock | ||||||
Components Of Shareholders Equity [Line Items] | ||||||
Number of shares authorized for repurchase | 5,000 | |||||
Maximum number of shares that can be repurchased | 2,443,000 |
Restructuring and Other Costs -
Restructuring and Other Costs - Schedule of Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 02, 2023 | Dec. 03, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Consulting-related costs | $ 76 | $ 1,575 |
Associate severance and separation costs | 736 | 519 |
Equity award acceleration costs associated with severance | 104 | 0 |
Total restructuring and other costs | $ 916 | $ 2,094 |
Restructuring and Other Costs_2
Restructuring and Other Costs (Summary Of Restructuring Related Liabilities) (Details) $ in Thousands | 3 Months Ended |
Dec. 02, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 1,137 |
Additions | 812 |
Payments and other adjustments | (876) |
Ending balance | 1,073 |
Consulting-related costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 100 |
Additions | 76 |
Payments and other adjustments | (100) |
Ending balance | 76 |
Associate severance and separation costs | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | 1,037 |
Additions | 736 |
Payments and other adjustments | (776) |
Ending balance | $ 997 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Dec. 02, 2023 | Dec. 03, 2022 | |
Income Tax Contingency [Line Items] | ||
Unrecognized tax benefits, period increase (decrease) | $ 0 | |
Effective tax rate | 24.30% | 24.70% |
Coronavirus Aid Relief And Economic Security Act | ||
Income Tax Contingency [Line Items] | ||
Liability for funds received but probably threshold not met | $ 5,129,000 |