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EX-32.1 - EX-32.1 - MSC INDUSTRIAL DIRECT CO INCmsm-20150530xex321.htm
EX-32.2 - EX-32.2 - MSC INDUSTRIAL DIRECT CO INCmsm-20150530xex322.htm
EX-31.1 - EX-31.1 - MSC INDUSTRIAL DIRECT CO INCmsm-20150530xex311.htm
EX-31.2 - EX-31.2 - MSC INDUSTRIAL DIRECT CO INCmsm-20150530xex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

FORM 10-Q

 

 

 

 

 

 

 

(Mark One)

 

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

 

For the quarterly period ended May 30, 2015

OR

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

 

 

 

For transition period from           to           

 

Commission File No.: 1-14130

 

 

 

MSC INDUSTRIAL DIRECT CO., INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

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

 

 

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

11747
(Zip Code)

 

(516) 812-2000

(Registrant’s telephone number, including area code)

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes   No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a “smaller reporting company.” See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

 

Large accelerated filer 

Accelerated filer 

Non‑accelerated filer 
(Do not check if a smaller reporting company)

Smaller reporting company 

 

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

As of June 30, 2015, 48,414,167 shares of Class A common stock and 13,295,747 shares of Class B common stock of the registrant were outstanding.

 

 

 

 


 

 

SAFE HARBOR STATEMENT

This Quarterly Report on Form 10-Q (the “Report”) contains forward‑looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Discussions containing such forward‑looking statements may be found in Items 2 and 3 of Part I and Item 1 of Part II of this Report, as well as within this Report generally. The words “believes,” “anticipates,” “thinks,” “expects,” “estimates,” “plans,” “intends,” and similar expressions are intended to identify forward‑looking statements. In addition, any statements which refer to expectations, projections or other characterizations of future events or circumstances are forward‑looking statements. We undertake no obligation to publicly disclose any revisions to these forward‑looking statements to reflect events or circumstances occurring subsequent to filing this Report with the Securities and Exchange Commission (the “SEC”). These forward‑looking statements are subject to risks and uncertainties, including, without limitation, those discussed in this section and Items 2 and 3 of Part I, as well as in Part II, Item 1A, “Risk Factors” of this Report, and in Part I, Item 1A, “Risk Factors” and in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended August 30, 2014. In addition, new risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risk factors on our business. Accordingly, future results may differ materially from historical results or from those discussed or implied by these forward‑looking statements. Given these risks and uncertainties, the reader should not place undue reliance on these forward‑looking statements. These risks and uncertainties include, but are not limited to:

·

risks associated with the integration of acquired businesses;

·

risk of delays in expanding our customer fulfillment centers;

·

current economic, political, and social conditions;

·

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

·

changing customer and product mixes;

·

competition;

·

industry consolidation and other changes in the industrial distribution sector;

·

volatility in commodity and energy prices;

·

the outcome of potential government or regulatory proceedings or future litigation;

·

credit risk of our customers;

·

risk of cancellation or rescheduling of customer orders;

·

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

·

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

·

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

·

retention of key personnel;

·

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

·

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

·

disclosing our use of “conflict minerals” in certain of the products we distribute could raise reputational and other risks.

 

 

2


 

 

 

 

 

 

MSC INDUSTRIAL DIRECT CO., INC.

INDEX

 

 

 

 

 

Page

PART I.  FINANCIAL INFORMATION 

 

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

 

 

Condensed Consolidated Balance Sheets as of May 30, 2015 and August 30, 2014

 

Condensed Consolidated Statements of Income for the Thirteen and Thirty-Nine Weeks Ended May 30, 2015 and May 31, 2014

 

Condensed Consolidated Statements of Comprehensive Income for the Thirteen and Thirty-Nine Weeks Ended May 30, 2015 and May 31, 2014

 

Condensed Consolidated Statement of Shareholders’ Equity for the Thirty-Nine Weeks Ended May 30, 2015

 

Condensed Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended May 30, 2015 and May 31, 2014

 

Notes to Condensed Consolidated Financial Statements

Item 2.

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

16 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

26 

Item 4.

Controls and Procedures

26 

PART II.  OTHER INFORMATION 

 

Item 1.

Legal Proceedings

27 

Item 1A.

Risk Factors

27 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

27 

Item 3.

Defaults Upon Senior Securities

27 

Item 4.

Mine Safety Disclosures

27 

Item 5.

Other Information

28 

Item 6.

Exhibits

28 

SIGNATURES 

29 

 

 

3


 

 

PART I. FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Balance Sheets

(In thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 30,

 

August 30,

 

2015

 

2014

 

(Unaudited)

 

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

$

24,863 

 

$

47,154 

Accounts receivable, net of allowance for doubtful accounts of $10,676 and $9,310, respectively

 

406,224 

 

 

382,784 

Inventories

 

510,783 

 

 

449,814 

Prepaid expenses and other current assets

 

39,370 

 

 

40,410 

Deferred income taxes

 

41,253 

 

 

41,253 

Total current assets

 

1,022,493 

 

 

961,415 

Property, plant and equipment, net

 

289,074 

 

 

294,348 

Goodwill

 

625,258 

 

 

629,335 

Identifiable intangibles, net

 

124,431 

 

 

138,314 

Other assets

 

31,983 

 

 

37,335 

Total assets

$

2,093,239 

 

$

2,060,747 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Revolving credit note

$

213,000 

 

$

70,000 

Current maturities of long-term debt

 

26,158 

 

 

26,829 

Accounts payable

 

114,380 

 

 

116,283 

Accrued liabilities

 

103,350 

 

 

96,052 

Total current liabilities

 

456,888 

 

 

309,164 

Long-term debt, net of current maturities

 

221,112 

 

 

240,235 

Deferred income taxes and tax uncertainties

 

112,697 

 

 

112,785 

Total liabilities

 

790,697 

 

 

662,184 

Commitments and Contingencies

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

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

 

 —

 

 

 —

Class A common stock (one vote per share); $0.001 par value; 100,000,000 shares authorized;  56,369,515 and 55,980,199 shares issued, respectively

 

56 

 

 

56 

Class B common stock (ten votes per share); $0.001 par value; 50,000,000 shares authorized; 13,295,747 and 13,295,747 shares issued and outstanding, respectively

 

13 

 

 

13 

Additional paid-in capital

 

599,626 

 

 

573,730 

Retained earnings

 

1,198,070 

 

 

1,286,068 

Accumulated other comprehensive loss 

 

(14,392)

 

 

(5,054)

Class A treasury stock, at cost, 7,953,017 and 7,657,386 shares, respectively

 

(480,831)

 

 

(456,250)

Total shareholders’ equity

 

1,302,542 

 

 

1,398,563 

Total liabilities and shareholders’ equity

$

2,093,239 

 

$

2,060,747 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4


 

 

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Income 

(In thousands, except per share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

Thirty-Nine Weeks Ended

 

 

May 30,

 

May 31,

 

May 30,

 

May 31,

 

 

2015

 

2014

 

2015

 

2014

Net sales

 

$

745,483 

 

$

720,476 

 

$

2,182,974 

 

$

2,060,499 

Cost of goods sold

 

 

407,066 

 

 

387,082 

 

 

1,193,534 

 

 

1,105,429 

Gross profit

 

 

338,417 

 

 

333,394 

 

 

989,440 

 

 

955,070 

Operating expenses

 

 

234,173 

 

 

228,508 

 

 

705,351 

 

 

671,712 

Income from operations

 

 

104,244 

 

 

104,886 

 

 

284,089 

 

 

283,358 

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(1,807)

 

 

(827)

 

 

(4,786)

 

 

(2,641)

Interest income

 

 

166 

 

 

 

 

606 

 

 

14 

Other income (expense), net

 

 

10 

 

 

101 

 

 

(370)

 

 

(377)

Total other expense

 

 

(1,631)

 

 

(721)

 

 

(4,550)

 

 

(3,004)

Income before provision for income taxes

 

 

102,613 

 

 

104,165 

 

 

279,539 

 

 

280,354 

Provision for income taxes

 

 

39,271 

 

 

39,469 

 

 

107,253 

 

 

107,100 

Net income

 

$

63,342 

 

$

64,696 

 

$

172,286 

 

$

173,254 

Per share information:

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.03 

 

$

1.04 

 

$

2.79 

 

$

2.77 

Diluted

 

$

1.03 

 

$

1.03 

 

$

2.78 

 

$

2.76 

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

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

61,287 

 

 

61,896 

 

 

61,294 

 

 

62,137 

Diluted

 

 

61,424 

 

 

62,212 

 

 

61,510 

 

 

62,447 

Cash dividend declared per common share

 

$

0.40 

 

$

0.33 

 

$

4.20 

 

$

0.99 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

5


 

 

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Comprehensive Income

 (In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

Thirty-Nine Weeks Ended

 

 

May 30,

 

May 31,

 

May 30,

 

May 31,

 

 

2015

 

2014

 

2015

 

2014

Net income, as reported

 

$

63,342 

 

$

64,696 

 

$

172,286 

 

$

173,254 

Foreign currency translation adjustments

 

 

59 

 

 

1,515 

 

 

(9,338)

 

 

(319)

Comprehensive income

 

$

63,401 

 

$

66,211 

 

$

162,948 

 

$

172,935 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

 

 

6


 

 

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statement of Shareholders’ Equity

Thirty-Nine Weeks Ended May 30, 2015

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A Common Stock

 

Class B Common Stock

 

Additional

 

 

 

 

Accumulated Other

 

Class A Treasury Stock

 

 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Paid-In Capital

 

Retained Earnings

 

Comprehensive Loss

 

Shares

 

Amount at Cost

 

Total

Balance at August 30, 2014

 

55,980 

 

$

56 

 

13,296 

 

$

13 

 

$

573,730 

 

$

1,286,068 

 

$

(5,054)

 

7,657 

 

$

(456,250)

 

$

1,398,563 

Exercise of common stock options, including income tax benefits of $3,600

 

140 

 

 

 —

 

 —

 

 

 —

 

 

12,448 

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

12,448 

Common stock issued under associate stock purchase plan

 

 —

 

 

 —

 

 —

 

 

 —

 

 

1,441 

 

 

 —

 

 

 —

 

(48)

 

 

1,830 

 

 

3,271 

Issuance of restricted common stock, net of cancellations

 

112 

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

Shares issued from restricted stock units, including dividend equivalent units

 

138 

 

 

 —

 

 —

 

 

 —

 

 

708 

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

708 

Stock-based compensation

 

 —

 

 

 —

 

 —

 

 

 —

 

 

11,299 

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

11,299 

Purchase of treasury stock

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

344 

 

 

(26,411)

 

 

(26,411)

Cash dividends paid on Class A common stock

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(203,706)

 

 

 —

 

 —

 

 

 —

 

 

(203,706)

Cash dividends paid on Class B common stock

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(55,842)

 

 

 —

 

 —

 

 

 —

 

 

(55,842)

Dividend equivalent units declared

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

(736)

 

 

 —

 

 —

 

 

 —

 

 

(736)

Foreign currency translation adjustment

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(9,338)

 

 —

 

 

 —

 

 

(9,338)

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

172,286 

 

 

 —

 

 —

 

 

 —

 

 

172,286 

Balance at May 30, 2015

 

56,370 

 

$

56 

 

13,296 

 

$

13 

 

$

599,626 

 

$

1,198,070 

 

$

(14,392)

 

7,953 

 

$

(480,831)

 

$

1,302,542 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7


 

 

MSC INDUSTRIAL DIRECT CO., INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thirty-Nine Weeks Ended

 

 

May 30,

 

May 31,

 

 

2015

 

2014

Cash Flows from Operating Activities:

 

 

 

 

 

 

Net income

 

$

172,286 

 

$

173,254 

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

 

 

 

 

 

 

Depreciation and amortization

 

 

52,095 

 

 

48,354 

Stock-based compensation

 

 

11,299 

 

 

13,020 

Loss on disposal of property, plant, and equipment

 

 

665 

 

 

1,250 

Provision for doubtful accounts

 

 

4,305 

 

 

3,163 

Deferred income taxes and tax uncertainties

 

 

(88)

 

 

 —

Excess tax benefits from stock-based compensation

 

 

(3,770)

 

 

(4,741)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(29,547)

 

 

(26,628)

Inventories

 

 

(62,832)

 

 

(9,826)

Prepaid expenses and other current assets

 

 

967 

 

 

(4,878)

Other assets

 

 

3,356 

 

 

1,884 

Accounts payable and accrued liabilities

 

 

14,237 

 

 

31,776 

Total adjustments

 

 

(9,313)

 

 

53,374 

Net cash provided by operating activities

 

 

162,973 

 

 

226,628 

Cash Flows from Investing Activities:

 

 

 

 

 

 

Expenditures for property, plant and equipment

 

 

(38,176)

 

 

(55,882)

Investment in available for sale securities

 

 

 —

 

 

(25,011)

Cash used in business acquisitions, net of cash received

 

 

 —

 

 

1,434 

Net cash used in investing activities

 

 

(38,176)

 

 

(79,459)

Cash Flows from Financing Activities:

 

 

 

 

 

 

Purchases of treasury stock

 

 

(26,411)

 

 

(115,606)

Payments of regular cash dividends

 

 

(74,143)

 

 

(62,010)

Payment of special cash dividend

 

 

(185,403)

 

 

 —

Payments on capital lease and financing obligations

 

 

(1,574)

 

 

(1,545)

Excess tax benefits from stock-based compensation

 

 

3,770 

 

 

4,741 

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

 

 

3,271 

 

 

2,922 

Proceeds from exercise of Class A common stock options

 

 

8,848 

 

 

17,565 

Borrowings under financing obligations

 

 

530 

 

 

480 

Borrowings under Credit Facility

 

 

306,000 

 

 

50,000 

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

 

 

(181,750)

 

 

(54,375)

Net cash used in financing activities

 

 

(146,862)

 

 

(157,828)

Effect of foreign exchange rate changes on cash and cash equivalents

 

 

(226)

 

 

141 

Net decrease in cash and cash equivalents

 

 

(22,291)

 

 

(10,518)

Cash and cash equivalents—beginning of period

 

 

47,154 

 

 

55,876 

Cash and cash equivalents—end of period

 

$

24,863 

 

$

45,358 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

 

Cash paid for income taxes

 

$

88,553 

 

$

91,446 

Cash paid for interest

 

$

4,190 

 

$

2,369 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

8


 

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

 

 

 

Note 1. Basis of Presentation

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

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring adjustments) have been included. Operating results for the thirteen and thirty-nine week periods ended May 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending August 29, 2015. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 30, 2014.

 

The Company’s fiscal year ends on the Saturday closest to August 31 of each year. Unless the context requires otherwise, references to years contained herein pertain to the Company’s fiscal year. The Company’s 2015 fiscal year will be a 52-week accounting period that will end on August 29, 2015 and its 2014 fiscal year was a 52-week accounting period that ended on August 30, 2014.

Note 2. Net Income per Share

The Company’s non-vested restricted stock awards contain non-forfeitable rights to dividends and meet the criteria of a participating security as defined by Accounting Standards Codification™ ("ASC") Topic 260, “Earnings Per Share”. Under the two-class method, net income per share is computed by dividing net income allocated to common shareholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, net income is allocated to both common shares and participating securities based on their respective weighted average shares outstanding for the period. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

Thirty-Nine Weeks Ended

 

 

May 30,

 

May 31,

 

May 30,

 

May 31,

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income as reported

 

$

63,342 

 

$

64,696 

 

$

172,286 

 

$

173,254 

Less: Distributed net income available to participating securities

 

 

(101)

 

 

(120)

 

 

(1,439)

 

 

(368)

Less: Undistributed net income available to participating securities

 

 

(258)

 

 

(327)

 

 

 —

 

 

(841)

Numerator for basic net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Undistributed and distributed net income available to common shareholders         

 

$

62,983 

 

$

64,249 

 

$

170,847 

 

$

172,045 

  Add: Undistributed net income allocated to participating securities

 

 

258 

 

 

327 

 

 

 —

 

 

841 

Less: Undistributed net income reallocated to participating securities

 

 

(257)

 

 

(325)

 

 

 —

 

 

(837)

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator for diluted  net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Undistributed and distributed net income available to common shareholders

 

$

62,984 

 

$

64,251 

 

$

170,847 

 

$

172,049 

   

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding for basic net income per share

 

 

61,287 

 

 

61,896 

 

 

61,294 

 

 

62,137 

Effect of dilutive securities

 

 

137 

 

 

316 

 

 

216 

 

 

310 

Weighted average shares outstanding for diluted net income per share

 

 

61,424 

 

 

62,212 

 

 

61,510 

 

 

62,447 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share Two-class method:

 

 

 

 

 

 

 

 

 

 

 

 

9


 

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

Basic

 

$

1.03 

 

$

1.04 

 

$

2.79 

 

$

2.77 

Diluted

 

$

1.03 

 

$

1.03 

 

$

2.78 

 

$

2.76 

 

Antidilutive stock options of 741 and 736 were not included in the computation of diluted earnings per share for the thirteen and thirty-nine week periods ended May 30, 2015.  There were no antidilutive stock options excluded from the computation of diluted earnings per share for the thirteen and thirty-nine week periods ended May 31, 2014.  

Note 3. Stock-Based Compensation

The Company accounts for all share-based payments in accordance with ASC Topic 718, "Compensation—Stock Compensation" ("ASC 718"). The stock‑based compensation expense related to the stock option plans and the Associate Stock Purchase Plan included in operating expenses was $1,103 and $1,230 for the thirteen week periods ended May 30, 2015 and May 31, 2014, respectively, and $3,951 and $4,426 for the thirty-nine week periods ended May 30, 2015 and May 31, 2014, respectively. Tax benefits related to these expenses for the thirteen week periods ended May 30, 2015 and May 31, 2014 were $391 and $440, respectively, and for the thirty-nine week periods ended May 30, 2015 and May 31, 2014 were $1,406 and $1,603, respectively.     

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thirty-Nine Weeks Ended

 

 

May 30,

 

May 31,

 

 

2015

 

2014

Expected life (in years)

 

3.9 

 

 

3.9 

 

Risk-free interest rate

 

1.09 

%

 

0.93 

%

Expected volatility

 

24.49 

%

 

26.59 

%

Expected dividend yield

 

1.70 

%

 

1.70 

%

Weighted-average grant-date fair value

$

14.06 

 

$

14.98 

 

 

 

 

 

 

 

 

 

A summary of the Company’s stock option activity for the thirty-nine week period ended May 30, 2015 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options

 

Weighted-Average Exercise Price per Share

 

Weighted-Average Remaining Contractual Term (in years)

 

Aggregate Intrinsic Value

Outstanding on August 30, 2014

1,186 

 

$

68.24 

 

 

 

 

 

Granted

421 

 

 

83.01 

 

 

 

 

 

Exercised

(140)

 

 

63.29 

 

 

 

 

 

Canceled/Forfeited

(60)

 

 

78.46 

 

 

 

 

 

Outstanding on May 30, 2015

1,407 

 

$

72.72 

 

4.68 

 

$

4,960 

Exercisable on May 30, 2015

561 

 

$

62.74 

 

3.32 

 

$

4,811 

 

 

 

 

 

 

 

 

 

 

The unrecognized share‑based compensation cost related to stock option expense at May 30, 2015 was $8,582 and will be recognized over a weighted average period of 1.8 years. The total intrinsic value of options exercised, which represents the difference between the exercise price and market value of common stock measured at each individual exercise date, during the thirty-nine week periods ended May 30, 2015 and May 31, 2014 was $2,466 and $11,623, respectively.

10


 

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

A summary of the non‑vested restricted share award (“RSA”) activity under the Company’s 2005 Omnibus Incentive Plan and 2015 Omnibus Incentive Plan for the thirty-nine weeks ended May 30, 2015 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

Weighted-Average  Grant-Date Fair Value

Non-vested restricted share awards at August 30, 2014

428 

 

$

68.67 

Granted

126 

 

 

82.33 

Vested

(133)

 

 

60.48 

Canceled/Forfeited

(14)

 

 

76.13 

Non-vested restricted share awards at May 30, 2015

407 

 

$

75.42 

 

 

 

 

 

 

The fair value of each RSA is the closing stock price on the New York Stock Exchange of the Company’s Class A common stock on the date of grant. Upon vesting, a portion of the RSA award may be withheld to satisfy the minimum statutory withholding taxes. The remaining RSAs will be settled in shares of the Company’s Class A common stock after the vesting period.  Stock‑based compensation expense recognized for the RSAs was $1,852 and $1,979 for the thirteen week periods ended May 30, 2015 and May 31, 2014, respectively, and $6,381 and $6,969 for the thirty-nine week periods ended May 30, 2015 and May 31, 2014, respectively. The unrecognized compensation cost related to RSAs at May 30, 2015 was $17,810 and will be recognized over a weighted average period of 2.3 years. 

A summary of the Company’s non-vested Restricted Stock Unit (“RSU”) award activity for the thirty-nine weeks ended May 30, 2015 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Weighted- Average Grant- Date Fair Value

Non-vested restricted stock unit awards at August 30, 2014

184 

 

$

54.65 

Granted

 

 

83.03 

Vested

(123)

 

 

54.60 

Canceled/Forfeited

 —

 

 

 —

Non-vested restricted stock unit awards at May 30, 2015

62 

 

$

55.09 

 

 

 

 

 

 

The fair value of each RSU is the closing stock price on the New York Stock Exchange of the Company’s Class A common stock on the date of grant. Upon vesting, a portion of the RSU award may be withheld to satisfy the minimum statutory withholding taxes. The remaining RSUs will be settled in shares of the Company’s Class A common stock after the vesting period. These awards accrue dividend equivalents on outstanding units (in the form of additional stock units) based on dividends declared on the Company’s Class A common stock and these dividend equivalents convert to unrestricted common stock at the conclusion of the vesting period. The dividend equivalents are not included in the RSU table above. Stock‑based compensation expense recognized for the RSUs was $142 and $544 for the thirteen week periods ended May 30, 2015 and May 31, 2014, respectively, and $967 and $1,625 for the thirty-nine week periods ended May 30, 2015 and May 31, 2014, respectively. The unrecognized compensation cost related to the RSUs at May 30, 2015 was $922 and is expected to be recognized over a weighted average period of 1.7 years.

Note 4. Fair Value

Fair value accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy prioritizes the inputs used to measure fair value into three levels, with Level 1 being of the highest priority. The three levels of inputs used to measure fair value are as follows:

11


 

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

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.

In connection with the construction of the Company’s new customer fulfillment center in Columbus, Ohio, the Company entered into an arrangement with the Columbus-Franklin County Finance Authority (“Finance Authority”) which provides savings on state and local sales taxes imposed on construction materials to entities that finance the transactions through them. Under this arrangement, the Finance Authority has issued taxable bonds to finance the structure and site improvements of the Company’s customer fulfillment center. The taxable bonds were approximately $27,023 at May 30, 2015 and August 30, 2014, respectively. The taxable bonds are classified as available for sale securities in accordance with ASC Topic 320. The securities are recorded at fair value in Other Assets in the Consolidated Balance Sheet. The fair values of these securities are based on observable inputs in non-active markets, which are therefore classified as Level 2 in the hierarchy. The Company did not record any significant gains or losses on these securities during the thirty-nine week period ended May 30, 2015. The outstanding principal amount of each bond bears interest at the rate of 2.4% per year. Interest is payable on a semiannual basis in arrears on each interest payment date.

 

In addition, based on borrowing rates currently available to the Company for borrowings with similar terms, the carrying values of the Company’s capital lease obligations also approximate fair value. The fair value of the Company’s long-term debt, including current maturities, is estimated based on quoted market prices for the same or similar issues or on current rates offered to the Company for debt of the same remaining maturities. The carrying amount of the Company’s debt at May 30, 2015, approximates its fair value.

 

The Company’s financial instruments, other than those presented in the disclosure above, include cash, receivables, accounts payable, and accrued liabilities. Management believes the carrying amount of the aforementioned financial instruments is a reasonable estimate of fair value as of May 30, 2015 and August 30, 2014 due to the short-term maturity of these items.

 

During the thirty-nine weeks ended May 30, 2015 and May 31, 2014, the Company had no measurements of non-financial assets or liabilities at fair value on a non-recurring basis subsequent to their initial recognition.

 

Note 5. Debt and Capital Lease Obligations

Debt at May 30, 2015 and August 30, 2014 consisted of the following:

 

 

 

 

 

 

 

 

 

 

May 30,

 

August 30,

 

 

2015

 

2014

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

Credit Facility:

 

 

 

 

 

 

   Revolver

 

$

213,000 

 

$

70,000 

   Term loan

 

 

218,750 

 

 

237,500 

Capital lease and financing obligations

 

 

28,520 

 

 

29,564 

Total debt

 

$

460,270 

 

$

337,064 

   Less: current portion of Credit Facility

 

 

(238,000)

 

 

(95,000)

   Less: current portion of capital lease and financing obligations

 

 

(1,158)

 

 

(1,829)

Long-term debt

 

$

221,112 

 

$

240,235 

12


 

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

Credit Facility

In April 2013, in connection with the acquisition of the Class C Solutions Group (“CCSG”), the Company entered into a $650,000 credit facility (the “Credit Facility”). The Credit Facility, which matures in April 2018, provides for a five-year unsecured revolving loan facility in the aggregate amount of $400,000 and a five-year unsecured term loan facility in the aggregate amount of $250,000.  

 

The Credit Facility also permits the Company, at its request, and upon the satisfaction of certain conditions, to add one or more incremental term loan facilities and/or increase the revolving loan commitments in an aggregate amount not to exceed $200,000. Subject to certain limitations, each such incremental term loan facility or revolving commitment increase will be on terms as agreed to by the Company, the Administrative Agent and the lenders providing such financing.

 

Borrowings under the Credit Facility bear interest, at the Company’s option, either at (i) the LIBOR (London Interbank Offered Rate) rate plus the applicable margin for LIBOR loans ranging from 1.00% to 1.375%, based on the Company’s consolidated leverage ratio; or (ii) the greatest of (a) the Administrative Agent’s prime rate in effect on such day, (b) the federal funds effective rate in effect on such day, plus 0.50% and (c) the LIBOR rate that would be calculated as of such day in respect of a proposed LIBOR loan with a one-month interest period, plus 1.00%, plus, in the case of each of clauses (a) through (c), an applicable margin ranging from 0.00% to 0.375%, based on the Company’s consolidated leverage ratio. The Company is required to pay a quarterly undrawn fee ranging from 0.10% to 0.20% per annum on the unutilized portion of the Credit Facility based on the Company’s consolidated leverage ratio. The Company is also required to pay quarterly letter of credit usage fees ranging between 1.00% to 1.375% (based on the Company’s consolidated leverage ratio) on the amount of the daily average outstanding letters of credit, and a quarterly fronting fee of 0.125% per annum on the undrawn and unexpired amount of each letter of credit. The applicable borrowing rate for the Company for any borrowings outstanding under the Credit Facility at May 30, 2015 was 1.32% which represents LIBOR plus 1.125%. Based on the interest period the Company selects, interest may be payable every one, two, three or six months. Interest is reset at the end of each interest period. The Company currently elects to have loans under the Credit Facility bear interest based on LIBOR with one-month interest periods.

 

The Credit Facility contains 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, and a minimum consolidated interest coverage ratio of EBITDA to total interest expense of at least 3.00 to 1.00, during the term of the Credit Facility. Borrowings under the Credit Facility are guaranteed by certain of the Company’s subsidiaries.

 

During the thirty-nine week period ended May 30, 2015, the Company borrowed $306,000 under the revolving loan facility and repaid $163,000 and $18,750 of the revolving loan facility and the term loan facility, respectively. At May 30, 2015 and August 30, 2014, the Company was in compliance with the operating and financial covenants of the Credit Facility.

 

Capital Lease and Financing Obligations

In connection with the construction of the Company’s new customer fulfillment center in Columbus, Ohio, the Finance Authority holds the title to the building and entered into a long-term lease with the Company. The lease has a 20-year term with a prepayment option without penalty between 7 and 20 years. At the end of the lease term, the building’s title is transferred to the Company for a nominal amount when the principal of and interest on the bonds have been fully paid. The lease has been classified as a capital lease in accordance with ASC Topic 840. At May 30, 2015 and August 30, 2014, the capital lease obligation was approximately $27,023. 

From time to time, the Company enters into capital leases and financing arrangements with vendors to purchase certain equipment. The equipment acquired from these vendors is paid over a specified period of time based on the terms agreed upon. During the thirty-nine week period ended May 30, 2015, the Company entered into a financing obligation for certain information technology equipment totaling $530. During the fiscal year ended August 30, 2014, the Company entered into various financing obligations for certain information technology equipment totaling $1,353. The gross amount of property and equipment acquired under these capital leases and financing agreements at May 30, 2015 and August 30, 2014

13


 

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

was approximately $33,853 and $33,505 respectively. Related accumulated amortization totaled $5,339 and $3,339 as of May 30, 2015 and August 30, 2014, respectively. 

Note 6. Shareholders’ Equity

The Company paid cash dividends of $259,546 for the thirty-nine weeks ended May 30, 2015 which consisted of a special cash dividend and regular cash dividends of approximately $185,403 and $74,143, respectively. For the thirty-nine weeks ended May 31, 2014, the Company paid cash dividends of $62,010.  On June 23, 2015, the Board of Directors declared a quarterly cash dividend of $0.40 per share payable on July 28, 2015 to shareholders of record at the close of business on July 14, 2015.  The dividend will result in a payout of approximately $24,684, based on the number of shares outstanding at June 30, 2015.

 

The Board of Directors established the MSC Stock Repurchase Plan (the “Repurchase Plan”) which allows the Company to repurchase shares at any time and in any increments it deems appropriate in accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. During the thirty-nine week period ended May 30, 2015, the Company repurchased 344 shares of its Class A common stock for $26,411, which is reflected at cost as treasury stock in the accompanying condensed consolidated financial statements. Approximately 112 of these shares were repurchased by the Company to satisfy the Company’s associates’ tax withholding liability associated with its share-based compensation program. As of May 30, 2015, the maximum number of shares that can be repurchased under the Repurchase Plan was 1,843 shares.

 

Note 7. Product Warranties

The Company generally offers a maximum one-year warranty, including parts and labor, for some of its machinery products. The specific terms and conditions of those warranties vary depending upon the product sold. The Company may be able to recoup some of these costs through product warranties it holds with its original equipment manufacturers, which typically range from thirty to ninety days. In general, many of the Company’s general merchandise products are covered by third party original equipment manufacturers’ warranties. The Company’s warranty expense for the thirty-nine week periods ended May 30, 2015 and May 31, 2014 was minimal.

Note 8. Income Taxes

During the thirty-nine week period ended May 30, 2015, there were no material changes in unrecognized tax benefits. 

Note 9. Legal Proceedings

There are various claims, lawsuits, and pending actions against the Company incidental to the operation of its business. Although the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations, or liquidity.

Note 10. Recently Issued Accounting Standards

Presentation of Debt Issuance Costs

In April 2015, the FASB issued Accounting Standards Update (“ASU”) No.  2015-03, Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. For public business entities, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Entities should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Upon transition, entities are required to comply with the applicable disclosures for a change in an accounting principle. The Company does not expect adoption of ASU 2015-03 to have a material impact on its financial position, results of operations or cash flows.

14


 

MSC INDUSTRIAL DIRECT CO., INC.

Notes to Condensed Consolidated Financial Statements

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

(Unaudited)

 

Consolidation

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810), which amends certain requirements for determining whether a variable interest entity must be consolidated. The amendments are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. As of May 30, 2015, the Company does not have any variable interest entities and does not anticipate that the adoption of the guidance will have an impact on its financial position, results of operations or cash flows.

Revenue from Contracts with Customers

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company for its fiscal 2018 first quarter. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its condensed consolidated financial statements and related disclosures. The Company has neither selected a transition method, nor determined the impact that the adoption of the pronouncement may have on its financial position, results of operations or cash flows.

 

 

 

15


 

 

 

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

 

The following is intended to update the information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended August 30, 2014 and presumes that readers have access to, and will have read, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in such Annual Report on Form 10-K.

General

MSC Industrial Direct Co., Inc. (together with its subsidiaries, “MSC,” the “Company,” “we,” “our,” or “us”) is a leading North American distributor of a broad range of metalworking and maintenance, repair, and operations (“MRO”) products and services. Our goal is to help our customers throughout North America drive greater productivity, profitability and growth with our product offerings, inventory management and other supply chain solutions, and deep expertise from more than 70 years of working with customers across industries. We continue to implement our strategies to gain market share, generate new customers, increase sales to existing customers, and diversify our customer base.

 

Our experienced team of more than 6,500 associates works with our customers to help drive results for their businesses, from keeping operations running efficiently today to continuously rethinking, retooling, and optimizing for a more productive tomorrow. We offer approximately 970,000 stock-keeping units (“SKUs”) through our master catalogs; weekly, monthly and quarterly specialty and promotional catalogs; brochures; and the Internet, including our websites, mscdirect.com, and use-enco.com (the “MSC Websites”). We service our customers from 12 customer fulfillment centers (eight customer fulfillment centers are located within the United States which includes five primary customer fulfillment centers, one is located in the United Kingdom (the “U.K.”), and three are located in Canada) and 100 branch offices. Many of our products are carried in stock, and orders for these in-stock products are typically fulfilled the day on which the order is received.

 

Overview

Net sales increased by 3.5% and 5.9% for the thirteen and thirty-nine week periods ended May 30, 2015, as compared to the same periods in the prior fiscal year. We have invested in our business by increasing our sales force and making various productivity and infrastructure investments. Additionally, by increasing our investments in custom supply chain and inventory management solutions like vending solutions,  Vendor Managed Inventory (“VMI”), Customer Managed Inventory (“CMI”), eCommerce and electronic procurement tools, we have strengthened our strategic position with our customers. We believe these investments, combined with our strong balance sheet, extensive product assortment, high in-stock levels, same-day shipping, and high levels of execution, have increased our competitive advantage over smaller distributors.

 

The table below shows the change in our fiscal quarterly average daily sales by total company and by customer type from the same period in the prior fiscal year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Daily Sales Percentage Change

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

2015 vs. 2014 Fiscal Period

 

Thirty-Nine Week Period Ended Fiscal Q3 YTD

 

Thirteen  Week Period Ended Fiscal Q3

 

Thirteen  Week Period Ended Fiscal Q2

 

Thirteen  Week Period Ended Fiscal Q1

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Company

 

5.9 

%

 

3.5 

%

 

6.8 

%

 

7.8 

%

Manufacturing Customers

 

3.3 

%

 

1.2 

%

 

4.1 

%

 

4.8 

%

Non-Manufacturing Customers

 

13.1 

%

 

10.1 

%

 

14.0 

%

 

15.6 

%

 

 

 

 

 

 

 

 

 

 

 

Excluding U.K. operations, our manufacturing customers currently represent approximately 70% of our business and our non-manufacturing customers currently represent approximately 30% of our business.

 

16


 

 

Exclusive of customers in the U.K., average order size increased to approximately $416 for the thirty-nine week period ended May 30, 2015 as compared to $407 for the same period in the prior fiscal year. 

 

We believe that our ability to transact business with our customers through various electronic portals and directly through the MSC Websites gives us a competitive advantage over smaller suppliers. Sales made through our eCommerce platforms, including sales made through Electronic Data Interchange systems, VMI systems, Extensible Markup Language ordering based systems, vending machine systems, hosted systems and other electronic portals, represented 55.3% of consolidated net sales for the thirty-nine week period ended May 30, 2015, compared to 52.1% of consolidated net sales for the same period in the prior fiscal year.  

 

We grew our field sales associate headcount to 1,944 at May 30, 2015, compared to field sales associates of 1,923 at August 30, 2014 and 1,896 at May 31, 2014. We will continue to manage the timing of our sales force expansion based on economic conditions and our selected mix of growth investments.

 

Customers continue to drive more of their fulfillment needs electronically. To support this trend, we believe that increasing the breadth and depth of our online product offering and removing non-value-added SKUs is critical to our continued success. In addition, we are focused on providing our customers with new product alternatives that will help them achieve their cost savings objectives while meeting their demands for higher quality products. In the first three quarters of fiscal 2015, we added approximately 130,000 SKUs to our searchable database on www.mscdirect.com, bringing the total to 970,000, net of SKU removals. This increase in SKUs translated to our full ordering database, bringing MSC’s total, active, saleable SKU count to approximately 1,310,000. We expect this SKU expansion plan driven by our eCommerce strategy to continue through the remainder of fiscal 2015. 

 

The most recent MSC catalog issued in September 2014 offers approximately 505,000 core metalworking and MRO products, which are included in the SKU totals above. Approximately 16% of these SKUs are MSC exclusive brands. We have also begun to leverage the depth and breadth of MSC’s product portfolio within our CCSG sales channel and now offer all MSC catalog items to our CCSG customers.  

We also continue to focus on expanding our Large Account Customer business, which consists of our national account customers and government accounts, and continues to be an important component of our overall customer mix, revenue base, and planned business expansion. Servicing our Large Account Customer business is more complex as we look to provide customer specific solutions as our Large Account Customers continue to focus on ways to drive costs out of their businesses.  By expanding sales to these customers, which involves customers with multiple locations and high volume MRO needs, we have diversified our customer base beyond small and mid-sized customers. Sales to our government accounts represented approximately 9% of our total sales during the thirty-nine week period ended May 30, 2015 compared to 8% for the thirty-nine week period ended May 31, 2014. 

 

The Institute for Supply Management (“ISM”) index, which measures the economic activity of the U.S. manufacturing sector, is important to our planning because it historically has been an indicator of our manufacturing customers’ activity. In addition to this key manufacturing metric, we also utilize metalworking related indices. Approximately 70% of our revenues came from sales in the manufacturing sector during the first three quarters of fiscal 2015, including certain national account customers. An ISM index reading below 50.0% generally indicates that the manufacturing sector is expected to contract. Conversely, an ISM index reading above 50.0% generally indicates that the manufacturing sector is expected to expand. The ISM index evidenced an expanding manufacturing sector environment throughout most of our fiscal year 2014 and this trend has continued through the first three quarters of our fiscal year 2015, however, at a declining pace. The ISM index was 53.5% for the month of June 2015 and averaged 54.7% for the past twelve months. Despite a slight improvement in the ISM index in June 2015, the rapid drop in oil prices along with reduced export demand has contributed to an overall declining index. Details released with the most recent index indicate that economic activity in the manufacturing sector related to new orders, production, employment and inventories are growing, while delivery performance of suppliers was faster from the previous month. Pricing continues to be constrained due to the lack of commodities inflation and the most recent index has indicated a decrease in raw materials prices for the eighth consecutive month. We will continue to monitor the current economic conditions for its impact on our customers and markets and continue to assess both risks and opportunities that may affect our business.

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Our gross profit margin was 45.4% and 45.3% for the thirteen and thirty-nine week periods ended May 30, 2015, as compared to 46.3% and 46.4% for the same periods in the prior fiscal year. The decreases were primarily a result of increases in product costs, changes in customer and product mix and growth in our vending program sales.  

Operating expenses increased 2.5% and 5.0% for the thirteen and thirty-nine week periods ended May 30, 2015, as compared to the same periods in the prior fiscal year.  The increase in operating expenses for the thirteen week period ended May 30, 2015 is primarily the result of increased payroll and payroll related costs to support our increased revenues, partially offset by decreases in the non-recurring integration costs and restructuring charges associated with the CCSG acquisition and in the incentive compensation accrual. The increase in operating expenses for the thirty-nine week period ended May 30, 2015 is primarily the result of increased payroll and payroll related costs and increased freight costs to support our increased revenues, and increased advertising costs related to additional advertising activities. This increase was partially offset by decreases in non-recurring integration costs and restructuring charges associated with the CCSG acquisition and in relocation expenses associated with the establishment of our co-located headquarters in Davidson, North Carolina in addition to a decrease in the incentive compensation accrual.

We expect operating costs to continue to increase throughout the remainder of fiscal year 2015 as compared to fiscal year 2014 due to increased operating costs associated with the establishment of our new customer fulfillment center in Columbus, Ohio, increased compensation expenses and fringe benefits costs as a result of an increase in our staffing levels primarily related to sales associates, other program development and volume related positions to support our growth initiatives, and increased costs associated with executing on our vending and other investment programs. We will continue to opportunistically seek additional growth opportunities that will help position us for future expansion. We believe that cash flows from operations, available cash and funds available under our revolving credit facility will be adequate to support our operations and growth plans for the next twelve months.

We are continuing to take advantage of our strong balance sheet, which enables us to maintain optimal inventory and service levels to meet customer demands, while many of our smaller competitors in our fragmented industry continue to have difficulties in offering competitive service levels. We also believe that customers will continue to seek cost reductions and shorter cycle times from their suppliers. Our business model focuses on providing overall procurement cost reduction and just-in-time delivery to meet our customers’ needs. We focus on offering inventory, process and procurement solutions that reduce MRO supply chain costs and improve plant floor productivity for our customers. We will seek to continue to drive cost reduction throughout our business through cost saving strategies and increased leverage from our existing infrastructure, and continue to provide additional procurement cost savings solutions to our customers through technology such as our CMI, VMI, and vending programs.

 

Thirteen Week Period Ended May 30, 2015 Compared to the Thirteen Week Period Ended May 31, 2014

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