MSC INDUSTRIAL DIRECT CO INC

Previous wording

MSC is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (“MRO”) products and services. We help our customers drive greater productivity, profitability and growth with inventory management and other supply chain solutions and deep expertise from more than 80 years of working with customers across industries. We offer approximately 2.4 million active, saleable stock-keeping units through our catalogs; our brochures; our E-commerce channels, including our website, www.mscdirect.com (the “MSC website”); our inventory management solutions; and our customer care centers, customer fulfillment centers (“CFCs”), regional inventory centers and warehouses. We service our customers from five CFCs, nine regional inventory centers, 40 warehouses, and five manufacturing locations. We continue to implement our strategies to gain market share, generate new customers, increase sales to existing customers and diversify our customer base.

Current wording

MSC is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (“MRO”) products and services. We help our customers drive greater productivity, profitability and growth with inventory management and other supply chain solutions and deep expertise from more than 80 years of working with customers across industries. We offer approximately 2.4 million active, saleable stock-keeping units through our catalogs; our brochures; our E-commerce channels, including our website, www.mscdirect.com (the “MSC website”); our inventory management solutions; and our customer care centers, customer fulfillment centers (“CFCs”), regional inventory centers and warehouses. We service our customers from five CFCs, nine regional inventory centers, 39 warehouses, and five manufacturing locations. We continue to implement our strategies to gain market share, generate new customers, increase sales to existing customers and diversify our customer base.

Previous wording

Our business model focuses on providing overall procurement cost reduction and just-in-time delivery to meet our customer’s needs. 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. We focus on offering inventory, process and procurement solutions that reduce supply chain costs and improve plant floor productivity for our customers. We aim to achieve ongoing cost reductions throughout our business by implementing cost-saving strategies and leveraging our existing infrastructure. Additionally, we provide our customers with further procurement cost-saving solutions through technologies such as our Vendor Managed Inventory (“VMI”), Customer Managed Inventory (“CMI”) and vending programs. Our vending machines in service totaled 28,085 as of March 1, 2025, compared to 25,854 as of March 2, 2024, and our In-Plant programs totaled 387 locations as of March 1, 2025, compared to 312 as of March 2, 2024. Our sales force, which focuses on a more complex and high-touch role, drives value for our customers by enabling them to achieve higher levels of growth, profitability and productivity. Our field sales and service associate headcount was 2,726 as of March 1, 2025, compared to 2,640 as of March 2, 2024.

Current wording

Our business model focuses on providing overall procurement cost reduction and just-in-time delivery to meet our customer’s needs. 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. We focus on offering inventory, process and procurement solutions that reduce supply chain costs and improve plant floor productivity for our customers. We aim to achieve ongoing cost reductions throughout our business by implementing cost-saving strategies and leveraging our existing infrastructure. Additionally, we provide our customers with further procurement cost-saving solutions through technologies such as our Vendor Managed Inventory (“VMI”), Customer Managed Inventory (“CMI”) and vending programs. Our vending machines in service totaled 28,741 as of May 31, 2025, compared to 26,438 as of June 1, 2024, and our In-Plant programs totaled 399 locations as of May 31, 2025, compared to 325 as of June 1, 2024. Our sales force, which focuses on a more complex and high-touch role, drives value for our customers by enabling them to achieve higher levels of growth, profitability and productivity. Our field sales and service associate headcount was 2,721 as of May 31, 2025, compared to 2,664 as of June 1, 2024.

Previous wording

Highlights during the twenty-six weeks ended March 1, 2025 include:

Current wording

Highlights during the thirty-nine weeks ended May 31, 2025 include:

Previous wording

•We generated $156.3 million of cash from operations, compared to $159.9 million for the same period in the prior fiscal year.

Current wording

•We generated $253.5 million of cash from operations, compared to $303.4 million for the same period in the prior fiscal year.

Previous wording

•We had net borrowings of $30.3 million on our credit facilities and private placement debt, compared to net borrowings of $95.0 million for the same period in the prior fiscal year.

Current wording

•We had net borrowings of $12.5 million on our credit facilities and private placement debt, compared to net borrowings of $50.0 million for the same period in the prior fiscal year.

Previous wording

•We paid out an aggregate $94.9 million in regular cash dividends, compared to an aggregate $94.0 million in regular cash dividends for the same period in the prior fiscal year.

Current wording

•We paid out an aggregate $142.3 million in regular cash dividends, compared to an aggregate $140.7 million in regular cash dividends for the same period in the prior fiscal year.

Previous wording

•We repurchased $30.5 million of MSC’s Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), excluding excise taxes, compared to $148.7 million for the same period in the prior fiscal year. The higher share repurchase volume in the prior year was primarily due to repurchases to offset the share dilution resulting from the reclassification of the Company’s common stock to eliminate the Class B Common Stock (the “Reclassification”).

Current wording

•We repurchased $39.1 million of MSC’s Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), excluding excise taxes, compared to $167.2 million for the same period in the prior fiscal year. The higher share repurchase volume in the prior year was primarily due to repurchases to offset the share dilution resulting from the reclassification of the Company’s common stock to eliminate the Class B Common Stock (the “Reclassification”).

Previous wording

The first phase of our Company-wide initiative, referred to as “Mission Critical,” focused on market share capture and improved profitability. We successfully executed on the first phase of Mission Critical initiatives at the end of fiscal year 2023, which included solidifying our market-leading metalworking business, with an emphasis on selling our product portfolio, expanding our solutions, improving our digital and E-commerce capabilities and diversifying our customers and end-markets. The next phase of our mission critical journey, which began in fiscal year 2024, is anchored in three pillars: (i) maintaining the momentum of the first phase of the mission critical program and our existing growth drivers, (ii) increasing our focus on both core customers and OEM fasteners, and (iii) driving productivity improvements and reducing operating expenses as a percentage of net sales. To accomplish the next phase of our mission critical journey, we will leverage investments in advanced analytics to improve supply chain performance, maintain momentum from our category line reviews and upgrade our digital core to unlock productivity within our order-to-cash and procure-to-pay processes. In fiscal year 2024, we completed our web price realignment initiative, and in the second quarter of fiscal year 2025, we launched our enhanced marketing efforts and rolled out several E-commerce enhancements, including a streamlined cart and checkout process and improved product discovery functions.

Current wording

The first phase of our Company-wide initiative, referred to as “Mission Critical,” focused on market share capture and improved profitability. We successfully executed on the first phase of Mission Critical initiatives at the end of fiscal year 2023, which included solidifying our market-leading metalworking business, with an emphasis on selling our product portfolio, expanding our solutions, improving our digital and E-commerce capabilities and diversifying our customers and end-markets. The next phase of our mission critical journey, which began in fiscal year 2024, is anchored in three pillars: (i) maintaining the momentum of the first phase of the mission critical program and our existing growth drivers, (ii) increasing our focus on both core customers and OEM fasteners, and (iii) driving productivity improvements and reducing operating expenses as a percentage of net sales. To accomplish the next phase of our mission critical journey, we intend to leverage investments in advanced analytics to improve supply chain performance, maintain momentum from our category line reviews and upgrade our digital core to unlock productivity within our order-to-cash and procure-to-pay processes. In fiscal year 2024, we completed our web price realignment initiative, and, just before the conclusion of the second quarter of fiscal year 2025, we launched our enhanced marketing efforts and rolled out several E-commerce enhancements, including a streamlined cart and checkout process and improved product discovery functions.

Previous wording

Our primary objective is to grow sales profitably while offering our customers highly technical and high-touch solutions to solve their most complex challenges on the plant floor. We have experienced success to date as measured by the growth rates of our high-touch programs, such as vending and in-plant programs, and the rate of new customer implementations. Our strategy is to position ourselves as a mission-critical partner to our customers. We will selectively pursue strategic acquisitions that expand or complement our business in new and existing markets or further enhance the value and offerings we provide.

Current wording

Our primary objective is to grow sales profitably while offering our customers highly technical and high-touch solutions to solve their most complex challenges on the plant floor. We have experienced success to date as measured by the growth rates of our high-touch programs, such as vending and in-plant programs, and the rate of new customer implementations. Our strategy is to position ourselves as a mission-critical partner to our customers. We intend to selectively pursue strategic acquisitions that expand or complement our business in new and existing markets or further enhance the value and offerings we provide.

Previous wording

The United States economy has experienced various macroeconomic pressures including an elevated inflationary environment, sustained high interest rates and general economic and political uncertainty. Such pressures have impacted, and may continue to impact in the future, the Company’s business, financial condition and results of operations.

Current wording

The United States economy has experienced various macroeconomic pressures including an elevated inflationary environment, sustained high interest rates and general economic and political uncertainty. More recently, new and expanded tariffs have contributed to heightened macroeconomic uncertainty. Such pressures have impacted, and may continue to impact in the future, the Company’s business, financial condition and results of operations.

Previous wording

We utilize various indices when evaluating the level of our business activity, including the Industrial Production (“IP”) Index. Through statistical analysis, we have found that trends in our customers’ activity have correlated to changes in the IP Index. The IP Index measures short-term changes in industrial production. Growth in the IP Index from month to month indicates growth in the manufacturing, mining and utilities industries. Approximately 69% and 67% of our revenues came from sales in the manufacturing sector during the thirteen- and twenty-six-week periods ended March 1, 2025, respectively. The IP Index over the three months ended February 2025 and the average for the three- and 12-month periods ended February 2025 were as follows:

Current wording

We utilize various indices when evaluating the level of our business activity, including the Industrial Production (“IP”) Index. Through statistical analysis, we have found that trends in our customers’ activity have correlated to changes in the IP Index. The IP Index measures short-term changes in industrial production. Growth in the IP Index compared to the prior quarter indicates growth in the manufacturing, mining and utilities industries. Approximately 67% of our revenues came from sales in the manufacturing sector during each of the thirteen- and thirty-nine-week periods ended May 31, 2025. The IP Index over the three months ended May 2025 and the average for the three- and 12-month periods ended May 2025 were as follows:

Previous wording

The average IP Index for the three months ended February 2025 was 103.6, an increase from the prior quarter average of 102.2 and the comparative quarter in the prior year average of 102.4.

Current wording

The average IP Index for the three months ended May 2025 was 103.7, mostly flat compared to the prior quarter average of 103.6 and an increase from the comparative quarter in the prior year average of 102.7.

Previous wording

During the second quarter of fiscal year 2025, the Company continued to experience soft demand for the products and services it offers. This soft demand was felt more acutely in the heavy manufacturing industry, which represented 59% of our revenues during the March 1, 2025. The IP index for the Primary Metals, Fabricated Metals and Automotive segments, among others, indicated a contraction for the second quarter of fiscal year 2025. As a result, the demand environment for the Company’s products was softer than the demand environment for the economy as a whole, which we believe is due to the concentration of the Company’s customers in these and other subindex industries, which lagged the IP index as a whole.

Current wording

During the third quarter of fiscal year 2025, the Company continued to experience soft demand for the products and services it offers. This soft demand was felt more acutely in the heavy manufacturing industry, which represented 58% of our revenues during the thirteen-week period ended May 31, 2025. The IP index for certain end-markets such as Aerospace and Machinery and Equipment indicates improvement; however, others such as Automotive and Fabricated Metals continue to show contraction for the third quarter of fiscal year 2025. Despite moderate improvement in certain end-markets, the demand environment for the Company’s products was softer than the demand environment for the economy as a whole, which we believe is due to the concentration of the Company’s customers in these and other subindex industries, which lagged the IP index as a whole.

Previous wording

Net sales decreased 4.7%, or $43.6 million, to $891.7 million for the thirteen-week period ended March 1, 2025, as compared to $935.3 million for the same period in the prior fiscal year. The $43.6 million decrease in net sales was comprised of $44.5 million of lower sales volume, $3.1 million of unfavorable foreign exchange impact and a negative $2.1 million impact from pricing, inclusive of changes in customer and product mix, discounting and other items, partially offset by an additional $6.1 million of net sales as a result of our fiscal year 2024 acquisitions. Of the $43.6 million decrease in net sales during the thirteen-week period ended March 1, 2025, sales to our core and other customers decreased $34.8 million, sales to our national account customers decreased $18.6 million and sales to our public sector customers increased $9.8 million.

Current wording

Net sales decreased 0.8%, or $8.2 million, to $971.1 million for the thirteen-week period ended May 31, 2025, as compared to $979.4 million for the same period in the prior fiscal year. The $8.2 million decrease in net sales was comprised of $20.4 million of lower sales volume and $1.0 million of unfavorable foreign exchange impact, partially offset by $5.5 million of net sales from our fiscal year 2024 acquisitions and a positive $7.7 million impact from pricing, inclusive of changes in customer and product mix, discounting, favorable tariff-related pricing actions and other items. Of the $8.2 million decrease in net sales during the thirteen-week period ended May 31, 2025, sales to our national account customers decreased $6.2 million, sales to our core and other customers decreased $4.0 million and sales to our public sector customers increased $2.0 million.

Previous wording

We believe that our ability to transact business with our customers directly through the MSC website as well as through various other electronic portals gives us a competitive advantage over smaller suppliers. Sales made through our E-commerce platforms, including sales made through Electronic Data Interchange (“EDI”) systems, VMI systems, Extensible Markup Language ordering-based systems, vending, hosted systems and other electronic portals, represented 63.6% of consolidated net sales for the thirteen-week period ended March 1, 2025, as compared to 63.2% of consolidated net sales for the same period in the prior fiscal year.

Current wording

We believe that our ability to transact business with our customers directly through the MSC website as well as through various other electronic portals gives us a competitive advantage over smaller suppliers. Sales made through our E-commerce platforms, including sales made through Electronic Data Interchange (“EDI”) systems, VMI systems, Extensible Markup Language ordering-based systems, vending, hosted systems and other electronic portals, represented 63.7% of consolidated net sales for the thirteen-week period ended May 31, 2025, as compared to 63.3% of consolidated net sales for the same period in the prior fiscal year.

Previous wording

Gross profit of $743.4 million for the twenty-six-week period ended March 1, 2025 decreased $38.3 million, or 4.9%, compared to the same period in the prior fiscal year. Gross profit margin was 40.8% for the twenty-six-week period ended March 1, 2025, as compared to 41.4% for the same period in the prior fiscal year. The decrease in gross profit was primarily a result of lower sales volume, as described above. The decrease in gross profit margin was primarily a result of higher inventory cost and customer mix, as our sales to national account and public sector customers typically transact at lower gross profit margins than the business as a whole. Recent acquisitions also presented an additional headwind for gross profit margin.

Current wording

Gross profit of $397.7 million for the thirteen-week period ended May 31, 2025 decreased $2.7 million, or 0.7%, compared to the same period in the prior fiscal year. Gross profit margin was 41.0% for the thirteen-week period ended May 31, 2025, as compared to 40.9% for the same period in the prior fiscal year. The decrease in gross profit was primarily a result of lower sales volume, as described above. The increase in gross profit margin was primarily a result of favorable pricing actions as a resu lt of tariff-driven product cost inflation concerns, which also offset lower gross profit margins from recent acquisitions.

Previous wording

Operating expenses increased 3.6%, or $10.3 million, to $301.6 million for the thirteen-week period ended March 1, 2025, as compared to $291.2 million for the same period in the prior fiscal year. Operating expenses were 33.8% of net sales for the thirteen-week period ended March 1, 2025, as compared to 31.1% for the same period in the prior fiscal year. The increase in Operating expenses and Operating expenses as a percentage of net sales was primarily due to higher payroll and payroll-related costs and investments supporting our solutions growth.

Current wording

Operating expenses increased 8.1%, or $23.3 million, to $312.3 million for the thirteen-week period ended May 31, 2025, as compared to $289.0 million for the same period in the prior fiscal year. Operating expenses were 32.2% of net sales for the thirteen-week period ended May 31, 2025, as compared to 29.5% for the same period in the prior fiscal year. The increase in Operating expenses and Operating expenses as a percentage of net sales was primarily due to higher payroll and payroll-related costs and investments supporting our solutions growth.

Previous wording

Payroll and payroll-related costs for the thirteen-week period ended March 1, 2025 were 57.5% of total Operating expenses, as compared to 57.1% for the same period in the prior fiscal year. Payroll and payroll-related costs, which include salary, incentive compensation, sales commission and fringe benefit costs, increased $7.1 million for the thirteen-week period ended March 1, 2025. The majority of this increase compared to the same period in the prior fiscal year was due to higher incentive compensation, as well as higher salary expense attributable to higher associate headcount to support our strategic growth investments and our annual merit increases.

Current wording

Payroll and payroll-related costs for the thirteen-week period ended May 31, 2025 were 56.1% of total Operating expenses, as compared to 55.4% for the same period in the prior fiscal year. Payroll and payroll-related costs, which include salary, incentive compensation, sales commission and fringe benefit costs, increased $15.1 million for the thirteen-week period ended May 31, 2025. The majority of this increase compared to the same period in the prior fiscal year was due to higher incentive compensation, as well as higher salary expenses from our annual merit increases.

Previous wording

We incurred $3.8 million in Restructuring and other costs for the twenty-six-week period ended March 1, 2025, as compared to $7.1 million for the same period in the prior fiscal year. Restructuring and other costs primarily consists of consulting-related costs associated with the Company’s strategic realignment efforts to optimize its supply chain and distribution network. Restructuring and other costs in the prior year period also include associate severance and separation costs and equity award acceleration costs associated with severance related to the Company’s associate voluntary termination program. See Note 9, “Restructuring and Other Costs” in the Notes to Condensed Consolidated Financial Statements for additional information.

Current wording

We incurred $2.7 million in Restructuring and other costs for the thirteen-week period ended May 31, 2025, as compared to $4.7 million for the same period in the prior fiscal year. The decrease was primarily due to a reduction in consulting-related costs associated with the Company’s strategic realignment efforts to optimize its supply chain and distribution network, partially offset by an increase in associate severance and separation costs. See Note 11, “Restructuring and Other Costs” in the Notes to Condensed Consolidated Financial Statements for additional information.

Previous wording

Income from operations decreased 31.7%, or $28.9 million, to $62.2 million for the thirteen-week period ended March 1, 2025, as compared to $91.2 million for the same period in the prior fiscal year. Income from operations as a percentage of net sales decreased to 7.0% for the thirteen-week period ended March 1, 2025, as compared to 9.7% for the same period in the prior fiscal year. The decrease in income from operations as a percentage of net sales was primarily attributable to, as described above, a lower gross profit margin and an increase in Operating expenses as a percentage of net sales during the thirteen-week period ended March 1, 2025.

Current wording

Income from operations decreased 22.5%, or $24.0 million, to $82.7 million for the thirteen-week period ended May 31, 2025, as compared to $106.8 million for the same period in the prior fiscal year. Income from operations as a percentage of net sales decreased to 8.5% for the thirteen-week period ended May 31, 2025, as compared to 10.9% for the same period in the prior fiscal year. The decrease in income from operations as a percentage of net sales was primarily attributable to, as described above, an increase in Operating expenses as a percentage of net sales during the thirteen-week period ended May 31, 2025.

Previous wording

Total other expense decreased 6.3%, or $0.7 million, to $10.5 million for the thirteen-week period ended March 1, 2025, as compared to $11.2 million for the same period in the prior fiscal year. The decrease was primarily due to lower interest costs on our Credit Facilities and lower fees incurred associated with the Receivables Purchase Agreement entered into during fiscal year 2023, partially offset by the impact of realized and unrealized losses on foreign exchange.

Current wording

Total other expense decreased 33.3%, or $3.8 million, to $7.6 million for the thirteen-week period ended May 31, 2025, as compared to $11.4 million for the same period in the prior fiscal year. The decrease was primarily due to lower interest costs on our Credit Facilities, lower fees incurred associated with the Receivables Purchase Agreement entered into during fiscal year 2023 and the impact of realized and unrealized gains on foreign exchange.

Previous wording

The Company’s effective tax rate for the thirteen-week period ended March 1, 2025 was 24.3%, as compared to 23.0% for the same period in the prior fiscal year. The increase in the effective tax rate was primarily due to a lower tax benefit from stock-based compensation.

Current wording

The Company’s effective tax rate for the thirteen-week period ended May 31, 2025 was 24.3%, as compared to 25.2% for the same period in the prior fiscal year. The decrease in the effective tax rate was primarily due to non-deductibility of certain transaction costs associated with the Reclassification in the prior fiscal year.

Previous wording

Net sales decreased 3.7%, or $69.1 million, to $1,820.2 million for the twenty-six-week period ended March 1, 2025, as compared to $1,889.3 million for the same period in the prior fiscal year. The $69.1 million decrease in net sales was comprised of $76.6 million of lower sales volume, $5.5 million of unfavorable foreign exchange impact and a negative $2.5 million impact from pricing, inclusive of changes in customer and product mix, discounting and other items, partially offset by $15.5 million of net sales from fiscal year 2024 acquisitions. Of the $69.1 million decrease in net sales during the twenty-six-week period ended March 1, 2025, sales to our core and other customers decreased $62.4 million, sales to our national account customers decreased $24.2 million and sales to our public sector customers increased $17.5 million.

Current wording

Net sales decreased 2.7%, or $77.3 million, to $2,791.3 million for the thirty-nine-week period ended May 31, 2025, as compared to $2,868.7 million for the same period in the prior fiscal year. The $77.3 million decrease in net sales was comprised of $97.0 million of lower sales volume and $6.5 million of unfavorable foreign exchange impact, partially offset by $21.0 million of net sales from fiscal year 2024 acquisitions and a $5.2 million positive impact from pricing, inclusive of changes in customer and product mix, discounting and other items. Of the $77.3 million decrease in net sales during the thirty-nine-week period ended May 31, 2025, sales to our core and other customers decreased $66.4 million, sales to our national account customers decreased $30.4 million and sales to our public sector customers increased $19.5 million.

Previous wording

The table below shows, among other things, the change in our ADS by total Company, by customer end-market and by customer type for the twenty-six-week periods ended March 1, 2025 and March 2, 2024, each as compared to the same period in the prior fiscal year:

Current wording

The table below shows, among other things, the change in our ADS by total Company, by customer end-market and by customer type for the thirty-nine-week periods ended May 31, 2025 and June 1, 2024, each as compared to the same period in the prior fiscal year:

Previous wording

(3)Includes reclassifications of certain customers during fiscal year 2024, primarily between national account customers and core and other customers.

Current wording

(4)Includes reclassifications of certain customers during fiscal year 2024, primarily between national account customers and core and other customers.

Previous wording

We believe that our ability to transact business with our customers directly through the MSC website as well as through various other electronic portals gives us a competitive advantage over smaller suppliers. Sales made through our E-commerce platforms, including sales made through EDI systems, VMI systems, Extensible Markup Language ordering-based systems, vending, hosted systems and other electronic portals, represented 63.7% of consolidated net sales for the twenty-six-week period ended March 1, 2025, as compared to 63.2% of consolidated net sales for the same period in the prior fiscal year.

Current wording

We believe that our ability to transact business with our customers directly through the MSC website as well as through various other electronic portals gives us a competitive advantage over smaller suppliers. Sales made through our E-commerce platforms, including sales made through EDI systems, VMI systems, Extensible Markup Language ordering-based systems, vending, hosted systems and other electronic portals, represented 63.7% of consolidated net sales for the thirty-nine-week period ended May 31, 2025, as compared to 63.2% of consolidated net sales for the same period in the prior fiscal year.

Previous wording

Gross profit of $365.2 million for the thirteen-week period ended March 1, 2025 decreased $23.4 million, or 6.0%, compared to the same period in the prior fiscal year. Gross profit margin was 41.0% for the thirteen-week period ended March 1, 2025, as compared to 41.5% for the same period in the prior fiscal year. The decrease in gross profit was primarily a result of lower sales volume, as described above. The decrease in gross profit margin was primarily a result of higher inventory cost and customer mix, as our sales to national account and public sector customers typically transact at lower gross profit margins than the business as a whole. Recent acquisitions also presented an additional headwind for gross profit margin.

Current wording

Gross profit of $1,141.2 million for the thirty-nine-week period ended May 31, 2025 decreased $41.0 million, or 3.5%, compared to the same period in the prior fiscal year. Gross profit margin was 40.9% for the thirty-nine-week period ended May 31, 2025, as compared to 41.2% for the same period in the prior fiscal year. The decrease in gross profit was primarily a result of lower sales volume, as described above. The decrease in gross profit margin was primarily a result of higher inventory cost and customer mix, as our sales to national account and public sector customers typically transact at lower gross profit margins than the business as a whole. Recent acqu isitions also presented an additional headwind for gross profit margin.

Previous wording

Operating expenses increased 4.0%, or $23.3 million, to $605.1 million for the twenty-six-week period ended March 1, 2025, as compared to $581.9 million for the same period in the prior fiscal year. Operating expenses were 33.2% of net sales for the twenty-six-week period ended March 1, 2025, as compared to 30.8% for the same period in the prior fiscal year. The increase in Operating expenses and Operating expenses as a percentage of net sales was due to higher payroll and payroll-related costs and investments supporting our digital initiatives and solutions growth.

Current wording

Operating expenses increased 5.4%, or $46.6 million, to $917.5 million for the thirty-nine-week period ended May 31, 2025, as compared to $870.9 million for the same period in the prior fiscal year. Operating expenses were 32.9% of net sales for the thirty-nine-week period ended May 31, 2025, as compared to 30.4% for the same period in the prior fiscal year. The increase in Operating expenses and Operating expenses as a percentage of net sales primarily was due to higher payroll and payroll-related costs and investments supporting our digital initiatives and solutions growth.

Previous wording

Payroll and payroll-related costs for the twenty-six-week period ended March 1, 2025 were 57.3% of total Operating expenses, as compared to 56.9% for the same period in the prior fiscal year. Payroll and payroll-related costs, which include salary, incentive compensation, sales commission, and fringe benefit costs, increased $15.7 million for the twenty-six-week period ended March 1, 2025. The majority of this increase compared to the same period in the prior fiscal year was due to higher incentive compensation as well as higher salary expense attributable to higher associate headcount to support our strategic growth investments and our annual merit increases.

Current wording

Payroll and payroll-related costs for the thirty-nine-week period ended May 31, 2025 were 56.9% of total Operating expenses, as compared to 56.4% for the same period in the prior fiscal year. Payroll and payroll-related costs, which include salary, incentive compensation, sales commission, and fringe benefit costs, increased $30.8 million for the thirty-nine-week period ended May 31, 2025. The majority of this increase compared to the same period in the prior fiscal year was due to higher incentive compensation as well as higher salary expenses from our annual merit increases.

Previous wording

We incurred $1.4 million in Restructuring and other costs for the thirteen-week period ended March 1, 2025, as compared to $6.2 million for the same period in the prior fiscal year. Restructuring and other costs in the current period consists of consulting-related costs associated with the Company’s strategic realignment efforts to optimize its supply chain and distribution network. The decrease in Restructuring and other costs is due to prior year associate severance and separation costs and equity award acceleration costs associated with severance related to the Company’s associate voluntary termination program during the second quarter of fiscal year 2024. See Note 9, “Restructuring and Other Costs” in the Notes to Condensed Consolidated Financial Statements for additional information.

Current wording

We incurred $6.4 million in Restructuring and other costs for the thirty-nine-week period ended May 31, 2025, as compared to $11.8 million for the same period in the prior fiscal year. The decrease was primarily due to a decrease in associate severance and separation costs. See Note 11, “Restructuring and Other Costs” in the Notes to Condensed Consolidated Financial Statements for additional information.

Previous wording

Income from operations decreased 30.2%, or $58.2 million, to $134.5 million for the twenty-six-week period ended March 1, 2025, as compared to $192.8 million for the same period in the prior fiscal year. Income from operations as a percentage of net sales decreased to 7.4% for the twenty-six-week period ended March 1, 2025, as compared to 10.2% for the same period in the prior fiscal year. The decrease in income from operations as a percentage of net sales was primarily attributable to, as described above, a decrease in gross margin and an increase in Operating expenses as a percentage of net sales during the twenty-six-week period ended March 1, 2025.

Current wording

Income from operations decreased 27.5%, or $82.3 million, to $217.3 million for the thirty-nine-week period ended May 31, 2025, as compared to $299.5 million for the same period in the prior fiscal year. Income from operations as a percentage of net sales decreased to 7.8% for the thirty-nine-week period ended May 31, 2025, as compared to 10.4% for the same period in the prior fiscal year. The decrease in income from operations as a percentage of net sales was primarily attributable to, as described above, a decrease in gross profit margin and an increase in Operating expenses as a percentage of net sales during the thirty-nine-week period ended May 31, 2025.

Previous wording

The Company’s effective tax rate for the twenty-six-week period ended March 1, 2025 was 24.5%, as compared to 23.7% for the same period in the prior fiscal year. The increase in the effective tax rate was primarily due to a lower tax benefit from stock-based compensation.

Current wording

The Company’s effective tax rate for the thirty-nine-week period ended May 31, 2025 was 24.4%, as compared to 24.2% for the same period in the prior fiscal year.

Previous wording

The factors which affected net income for the twenty-six-week period ended March 1, 2025, as compared to the same period in the prior fiscal year, have been discussed above.

Current wording

The factors which affected net income for the thirty-nine-week period ended May 31, 2025, as compared to the same period in the prior fiscal year, have been discussed above.

Previous wording

As of March 1, 2025, we had $41.3 million in cash and cash equivalents, substantially all with well-known financial institutions. Historically, our primary financing needs have been to fund our working capital requirements necessitated by our sales growth and the costs of acquisitions, new products, new facilities, facility expansions, investments in vending solutions, technology investments, and productivity investments. Cash generated from operations, together with borrowings under our credit facilities and net proceeds from the private placement notes, have been used to fund these needs, to repurchase shares of Class A Common Stock from time to time, and to pay dividends to our shareholders.

Current wording

As of May 31, 2025, we had $71.7 million in cash and cash equivalents, substantially all with well-known financial institutions. Historically, our primary financing needs have been to fund our working capital requirements necessitated by our sales growth and the costs of acquisitions, new products, new facilities, facility expansions, investments in vending solutions, technology investments, and productivity investments. Cash generated from operations, together with borrowings under our credit facilities and net proceeds from the private placement notes, have been used to fund these needs, to repurchase shares of Class A Common Stock from time to time, and to pay dividends to our shareholders.

Previous wording

As of March 1, 2025, total borrowings outstanding, representing amounts due under our credit facilities and notes, as well as all finance leases and financing arrangements, were $539.0 million, net of unamortized debt issuance costs of $0.6 million, as compared to total borrowings outstanding of $508.8 million, net of unamortized debt issuance costs of $0.8 million, as of the end of fiscal year 2024. The increase in total borrowings outstanding was driven by higher net borrowings under our credit facilities. See Note 7, “Debt” in the Notes to Condensed Consolidated Financial Statements for more information about these balances.

Current wording

As of May 31, 2025, total borrowings outstanding, representing amounts due under our credit facilities and notes, as well as all finance leases and financing arrangements, were $521.0 million, net of unamortized debt issuance costs of $0.5 million, as compared to total borrowings outstanding of $508.8 million, net of unamortized debt issuance costs of $0.8 million, as of the end of fiscal year 2024. The increase in total borrowings outstanding was driven by higher net borrowings under our credit facilities. See Note 9, “Debt” in the Notes to Condensed Consolidated Financial Statements for more information about these balances.

Previous wording

Net cash provided by operating activities was $156.3 million for the twenty-six weeks ended March 1, 2025, compared to $159.9 million for the twenty-six weeks ended March 2, 2024. The decrease was primarily due to the following:

Current wording

Net cash provided by operating activities was $253.5 million for the thirty-nine weeks ended May 31, 2025, compared to $303.4 million for the thirty-nine weeks ended June 1, 2024. The decrease was primarily due to the following:

Previous wording

•an increase in the change in accounts payable and accrued purchases as compared to the prior year period primarily due to the decrease in accruals for incentive compensation in the prior year.

Current wording

•an increase in the change in accounts payable and accrued liabilities as compared to the prior year period primarily due to higher inventory purchases in the current year and an increase in payroll and payroll related accruals

Previous wording

Working capital and current ratio as of March 1, 2025 declined compared to August 31, 2024 and March 2, 2024. The decrease in working capital compared to August 31, 2024 was primarily due to lower accounts receivable balances, partially offset by a higher balance in cash and cash equivalents. The decrease in working capital compared to March 2, 2024 was primarily due to lower balances in inventories, accounts receivable and prepaid expenses and other current assets, partially offset by a higher cash balance and a lower balance in the Current portion of debt including obligations under finance leases.

Current wording

Working capital remained comparable as of May 31, 2025 compared to August 31, 2024 but declined from June 1, 2024, while the current ratio as of May 31, 2025 declined compared to both August 31, 2024 and June 1, 2024. The decrease in working capital compared to June 1, 2024 and in current ratio compared to both prior-year periods was primarily due to higher Accrued expenses and other current liabilities and Current portion of debt including obligations under finance leases and a lower Inventories balance, partially offset by a higher balance in Cash and cash equivalents.

Previous wording

Days’ sales outstanding as of March 1, 2025 improved compared to both August 31, 2024 and March 2, 2024. The improvement in days’ sales outstanding was driven by improved collections from our national account customers.

Current wording

Days’ sales outstanding as of May 31, 2025 increased compared to both August 31, 2024 and June 1, 2024. The increase in days’ sales outstanding was driven by longer payment term requirements from certain national account customers.

Previous wording

Net cash used in investing activities for the twenty-six weeks ended March 1, 2025 and March 2, 2024 was $50.7 million and $53.7 million, respectively. The use of cash for both periods was primarily due to expenditures for property, plant and equipment mainly related to vending programs and other infrastructure and technology investments. The use of cash for the twenty-six weeks ended March 2, 2024 also included cash outflows due to the acquisitions of KAR Industrial Inc. and Schmitz Manufacturing Research & Technology LLC.

Current wording

Net cash used in investing activities for the thirty-nine weeks ended May 31, 2025 and June 1, 2024 was $41.6 million and $83.2 million, respectively. The use of cash for the thirty-nine weeks ended May 31, 2025 was primarily due to expenditures for property, plant and equipment mainly related to vending programs and other infrastructure and technology investments, partially offset by the net proceeds received from the sale of the Columbus CFC. The use of cash for the thirty-nine weeks ended June 1, 2024 included expenditures for property, plant and equipment and also included cash outflows due to the acquisitions of KAR Industrial Inc. and Schmitz Manufacturing Research & Technology LLC.