What changed in this filing

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Item 1. Financial Statements

2022-07-18 compared with 2022-04-18 · 53 added, 38 removed, 298 unchanged (23% of the section changed)

3 unchanged sentences

(Amounts in millions except share information)

Assets March 31,

Assets June 30,

2022 December 31,

17 unchanged sentences

Current portion of operating lease liabilities 93.5 90.8

Income taxes payable 61.1 —

Total current liabilities 849.0 682.2

16 unchanged sentences

(Amounts in millions except earnings per share)

Three Months Ended

(Unaudited) (Unaudited)

Six Months Ended

June 30, Three Months Ended

2022 2021 2022 2021

Net sales $ 3,482.6 2,924.7 $ 1,778.6 1,507.7

16 unchanged sentences

(Amounts in millions)

Three Months Ended

(Unaudited) (Unaudited)

Six Months Ended

June 30, Three Months Ended

2022 2021 2022 2021

Net earnings $ 556.7 450.3 $ 287.1 239.7

Other comprehensive income (loss), net of tax:

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments (net of tax of $ 0.0 in 2022 and 2021)

( 23.7 ) 2.4 ( 26.0 ) 6.8

Comprehensive income $ 533.0 452.7 $ 261.1 246.5

3 unchanged sentences

(Amounts in millions except per share information)

Three Months Ended

(Unaudited) (Unaudited)

Six Months Ended

June 30, Three Months Ended

2022 2021 2022 2021

Balance at beginning of period $ 5.8 5.7 $ 5.8 5.7

3 unchanged sentences

Stock options exercised 5.8 13.6 1.9 7.0

Purchases of common stock ( 49.3 ) — ( 49.3 ) —

Stock-based compensation 3.0 2.9 1.5 1.4

6 unchanged sentences

Balance at end of period 3,171.6 2,818.3 3,171.6 2,818.3

Accumulated other comprehensive income (loss)

Accumulated other comprehensive (loss) income

Balance at beginning of period ( 30.7 ) ( 21.2 ) ( 28.4 ) ( 25.6 )

Other comprehensive income (loss) 2.3 ( 4.4 )

Other comprehensive (loss) income ( 23.7 ) 2.4 ( 26.0 ) 6.8

Balance at end of period ( 54.4 ) ( 18.8 ) ( 54.4 ) ( 18.8 )

5 unchanged sentences

(Amounts in millions)

Three Months Ended

(Unaudited) (Unaudited)

Six Months Ended

June 30, Three Months Ended

2022 2021 2022 2021

Cash flows from operating activities:

25 unchanged sentences

Proceeds from exercise of stock options 5.8 13.6 1.9 7.0

Purchases of common stock ( 49.3 ) — ( 49.3 ) —

Payments of dividends ( 356.9 ) ( 321.6 ) ( 178.5 ) ( 160.8 )

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents ( 7.0 ) ( 0.8 ) ( 7.7 ) 1.7

Net (decrease) increase in cash and cash equivalents ( 2.0 ) 88.2

Net increase (decrease) in cash and cash equivalents 11.7 76.1 13.7 ( 12.1 )

Cash and cash equivalents at beginning of period 236.2 245.7 234.2 333.9

4 unchanged sentences

Leased assets obtained in exchange for new operating lease liabilities $ 55.6

65.6 $ 31.7 34.7

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2022 and 2021

June 30, 2022 and 2021

(1) Basis of Presentation

20 unchanged sentences

All revenue is recognized when we satisfy our performance obligations under the contract.

We recognize revenue by transferring the promised products to the customer, with the majority of revenue recognized at the point in time the customer obtains control of the products.

We recognize revenue by transferring control of the promised products to the customer, with the majority of revenue recognized at the point in time the customer obtains control of the products.

We recognize revenue for shipping and handling charges at the time the products are delivered to or picked up by the customer.

7 unchanged sentences

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2022 and 2021

June 30, 2022 and 2021

Disaggregation of Revenue

Our revenues related to the following geographic areas were as follows for the periods ended March 31:

Three-month Period

Our revenues related to the following geographic areas were as follows for the periods ended June 30:

Six-month Period Three-month Period

2022 2021 2022 2021

United States $ 2,928.4 2,446.1 $ 1,496.7 1,258.2

3 unchanged sentences

Total revenues $ 3,482.6 2,924.7 $ 1,778.6 1,507.7

The percentages of our sales by end market were as follows for the periods ended March 31:

Three-month Period

The percentages of our sales by end market were as follows for the periods ended June 30:

Six-month Period Three-month Period

2022 2021 2022 2021

Manufacturing 71.5 % 68.5 % 71.8 % 68.9 %

2 unchanged sentences

100.0 % 100.0 % 100.0 % 100.0 %

The percentages of our sales by product line were as follows for the periods ended March 31:

Three-month Period

The percentages of our sales by product line were as follows for the periods ended June 30:

Six-month Period Three-month Period

Type Introduced 2022 2021 2022 2021

13 unchanged sentences

(3) Stockholders' Equity

On April 12, 2022, our board of directors declared a quarterly dividend of $ 0.31 per share of common stock to be paid in cash on May 25, 2022 to shareholders of record at the close of business on April 27, 2022.

On July 12, 2022, our board of directors declared a quarterly dividend of $ 0.31 per share of common stock to be paid in cash on August 24, 2022 to shareholders of record at the close of business on July 27, 2022.

Since 2011, we have paid quarterly cash dividends, and in 2020, we paid a special cash dividend late in the year.

3 unchanged sentences

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2022 and 2021

June 30, 2022 and 2021

The following table presents the cash dividends either paid previously or declared by our board of directors for future payment on a per share basis:

5 unchanged sentences

Stock Options

The following tables summarize the details of options granted under our stock option plans that were outstanding as of March 31, 2022, and the assumptions used to value these grants.

The following tables summarize the details of options granted under our stock option plans that were outstanding as of June 30, 2022, and the assumptions used to value these grants.

All such grants were effective at the close of business on the date of grant.

1 unchanged sentence

(Strike) Price Closing Stock Price on Date

of Grant March 31, 2022

of Grant June 30, 2022

Date of Grant Options

9 unchanged sentences

April 22, 2014 1,910,000 $ 28.00 $ 25.265 167,840 167,840

April 16, 2013 410,000 $ 27.00 $ 24.625 5,672 5,672

Total 11,678,969 5,566,756 2,573,231

14 unchanged sentences

April 22, 2014 1.8 % 5.00 2.0 % 28.55 % $ 4.79

April 16, 2013 0.7 % 5.00 1.6 % 37.42 % $ 6.33

All of the options in the tables above vest and become exercisable over a period of up to eight years .

3 unchanged sentences

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2022 and 2021

June 30, 2022 and 2021

The fair value of each share-based option is estimated on the date of grant using a Black-Scholes valuation method that uses the assumptions listed above.

5 unchanged sentences

Compensation expense equal to the grant date fair value is recognized for all of these awards over the vesting period.

The stock-based compensation expense for the three-month periods ended March 31, 2022 and 2021 was $ 1.5 and $ 1.5 , respectively.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of March 31, 2022 was $ 18.5 and is expected to be recognized over a weighted average period of 4.56 years.

The stock-based compensation expense for the six-month periods ended June 30, 2022 and 2021 was $ 3.0 and $ 2.9 , respectively, and the second quarter of 2022 and 2021 was $ 1.5 and $ 1.4 , respectively.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of June 30, 2022 was $ 17.2 and is expected to be recognized over a weighted average period of 4.39 years.

Any future changes in estimated forfeitures will impact this amount.

1 unchanged sentence

The following tables present a reconciliation of the denominators used in the computation of basic and diluted earnings per share and a summary of the options to purchase shares of common stock which were excluded from the diluted earnings per share calculation because they were anti-dilutive:

Three-month Period

Six-month Period Three-month Period

Reconciliation 2022 2021 2022 2021

2 unchanged sentences

Diluted weighted average shares outstanding 577,509,039 576,754,733 577,402,221 576,951,658

Three-month Period

Six-month Period Three-month Period

Summary of Anti-dilutive Options Excluded 2022 2021 2022 2021

3 unchanged sentences

Translation Adjustment Upon Merger of Foreign Subsidiary

For the three months ended March 31, 2022, we recognized $ 0.9 of historical cumulative translation to retained earnings upon the merger of a foreign subsidiary.

Retained earnings for the six-month period ended June 30, 2022, includes $ 0.9 of historical cumulative translation upon the merger of a foreign subsidiary recognized in March of 2022.

(4) Income Taxes

1 unchanged sentence

We are no longer subject to income tax examinations by taxing authorities for taxable years before 2018 in the case of United States federal examinations, and with limited exceptions, before 2016 in the case of foreign, state, and local examinations.

During the first quarter of 2022, there were no material changes in unrecognized tax benefits.

During the first six months of 2022, there were no material changes in unrecognized tax benefits.

(5) Operating Leases

5 unchanged sentences

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2022 and 2021

June 30, 2022 and 2021

(6) Debt Commitments

1 unchanged sentence

Debt obligations and letters of credit outstanding at the end of each period consisted of the following:

Average Interest Rate at March 31, 2022

Average Interest Rate at June 30, 2022

Debt Outstanding

Date March 31,

Date June 30,

2022 December 31,

21 unchanged sentences

Senior Unsecured Promissory Notes Payable

We have issued senior unsecured promissory notes under our master note agreement (the Master Note Agreement) in the aggregate principal amount of $ 365.0 as of March 31, 2022.

We have issued senior unsecured promissory notes under our master note agreement (the Master Note Agreement) in the aggregate principal amount of $ 365.0 as of June 30, 2022.

Our aggregate borrowing capacity under the Master Note Agreement is $ 600.0 ;

5 unchanged sentences

The nature of our potential exposure to legal contingencies is described in our 2021 annual report on Form 10-K in Note 10 of the Notes to Consolidated Financial Statements.

As of March 31, 2022, there were no litigation matters that we consider to be probable or reasonably possible to have a material adverse outcome.

As of June 30, 2022, there were no litigation matters that we consider to be probable or reasonably possible to have a material adverse outcome.

FASTENAL COMPANY AND SUBSIDIARIES

1 unchanged sentence

(Amounts in millions except share and per share information and where otherwise noted)

March 31, 2022 and 2021

June 30, 2022 and 2021

(8) Subsequent Events

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements