What changed in this filing

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Item 1. Financial Statements

2022-10-18 compared with 2022-07-18 · 55 added, 46 removed, 305 unchanged (25% of the section changed)

3 unchanged sentences

(Amounts in millions except share information)

Assets June 30,

Assets September 30,

2022 December 31,

21 unchanged sentences

Deferred income taxes 92.9 88.6

Other long-term liabilities 4.8 —

Stockholders' equity:

13 unchanged sentences

(Unaudited) (Unaudited)

Six Months Ended

June 30, Three Months Ended

Nine Months Ended

September 30, Three Months Ended

September 30,

2022 2021 2022 2021

18 unchanged sentences

(Unaudited) (Unaudited)

Six Months Ended

June 30, Three Months Ended

Nine Months Ended

September 30, Three Months Ended

September 30,

2022 2021 2022 2021

Net earnings $ 841.3 693.8 $ 284.6 243.5

Other comprehensive (loss) income, net of tax:

Other comprehensive loss, net of tax:

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

6 unchanged sentences

(Unaudited) (Unaudited)

Six Months Ended

June 30, Three Months Ended

Nine Months Ended

September 30, Three Months Ended

September 30,

2022 2021 2022 2021

12 unchanged sentences

Translation adjustment upon merger of foreign subsidiary 0.9 — — —

Purchases of common stock ( 39.0 ) — ( 39.0 ) —

Balance at end of period 3,239.7 2,900.8 3,239.7 2,900.8

Accumulated other comprehensive (loss) income

Accumulated other comprehensive loss

Balance at beginning of period ( 30.7 ) ( 21.2 ) ( 54.4 ) ( 18.8 )

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

Other comprehensive loss ( 56.4 ) ( 8.4 ) ( 32.7 ) ( 10.8 )

Balance at end of period ( 87.1 ) ( 29.6 ) ( 87.1 ) ( 29.6 )

6 unchanged sentences

(Unaudited) (Unaudited)

Six Months Ended

June 30, Three Months Ended

Nine Months Ended

September 30, Three Months Ended

September 30,

2022 2021 2022 2021

30 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents ( 16.0 ) ( 3.7 ) ( 9.0 ) ( 2.9 )

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

Net (decrease) increase in cash and cash equivalents ( 4.7 ) 4.8 ( 16.4 ) ( 71.3 )

Cash and cash equivalents at beginning of period 236.2 245.7 247.9 321.8

9 unchanged sentences

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

June 30, 2022 and 2021

September 30, 2022 and 2021

(1) Basis of Presentation

12 unchanged sentences

The guidance was effective upon issuance and may be applied prospectively to contract modifications made, hedging relationships entered into, and other transactions affected by reference rate reform, evaluated on or before December 31, 2022, beginning during the reporting period in which the guidance has been elected.

We do not have any receivables, hedging relationships, or lease agreements that reference LIBOR or another reference rate expected to be discontinued.

We are currently evaluating the impact of the new guidance on our condensed consolidated financial statements;

however, we have determined that, of our current debt commitments as outlined in detail in Note 6 'Debt Commitments', only the obligations described under Unsecured Revolving Credit Facility in Note 6 would be impacted by ASU 2020-04.

Our Senior Unsecured Promissory Notes Payable described in Note 6 each have fixed interest rates.

We do not have any receivables, hedging relationships, lease agreements, or debt agreements that reference LIBOR or another reference rate expected to be discontinued.

On September 28, 2022, we amended and restated our unsecured revolving credit agreement.

At the same time, we also amended our master note agreement.

As a result of the various changes made, our floating rate debt no longer references a LIBOR based benchmark rate.

Therefore, we will not be electing the optional practical expedients associated with this ASU.

Revenue Recognition

12 unchanged sentences

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

June 30, 2022 and 2021

September 30, 2022 and 2021

Disaggregation of Revenue

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

Six-month Period Three-month Period

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

Nine-month Period Three-month Period

2022 2021 2022 2021

4 unchanged sentences

Total revenues $ 5,285.0 4,479.0 $ 1,802.4 1,554.2

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

Six-month Period Three-month Period

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

Nine-month Period Three-month Period

2022 2021 2022 2021

3 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 June 30:

Six-month Period Three-month Period

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

Nine-month Period Three-month Period

Type Introduced 2022 2021 2022 2021

13 unchanged sentences

(3) Stockholders' Equity

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.

On October 12, 2022, our board of directors declared a quarterly dividend of $ 0.31 per share of common stock to be paid in cash on November 23, 2022 to shareholders of record at the close of business on October 27, 2022.

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

Our board of directors currently intends to continue paying quarterly cash dividends, provided that any future determination as to payment of dividends will depend on the financial condition and results of operations of the company and such other factors as are deemed relevant by the board of directors.

Future determination as to payment of dividends will depend on the financial condition and results of operations of the company and such other factors as are deemed relevant by the board of directors.

FASTENAL COMPANY AND SUBSIDIARIES

1 unchanged sentence

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

June 30, 2022 and 2021

September 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 June 30, 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 September 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 June 30, 2022

of Grant September 30, 2022

Date of Grant Options

30 unchanged sentences

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

June 30, 2022 and 2021

September 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 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.

The stock-based compensation expense for the nine-month periods ended September 30, 2022 and 2021 was $ 4.4 and $ 4.3 , respectively, and the third quarter of 2022 and 2021 was $ 1.4 and $ 1.4 , respectively.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of September 30, 2022 was $ 15.8 and is expected to be recognized over a weighted average period of 4.23 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:

Six-month Period Three-month Period

Nine-month Period Three-month Period

Reconciliation 2022 2021 2022 2021

2 unchanged sentences

Diluted weighted average shares outstanding 576,579,199 576,928,254 574,743,931 577,259,839

Six-month Period Three-month Period

Nine-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

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.

Retained earnings for the nine-month period ended September 30, 2022, includes $ 0.9 of historical cumulative translation upon the merger of a foreign subsidiary recognized in March 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 2017 in the case of foreign, state, and local examinations.

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

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

During 2020, we deferred approximately $ 30.0 in payroll taxes as allowed under the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act), which was signed into law in March 2020 to help businesses navigate COVID-19 related challenges.

The deferred payroll taxes were paid during the third quarter of 2021.

(5) Operating Leases

5 unchanged sentences

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

June 30, 2022 and 2021

September 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 June 30, 2022

Average Interest Rate at September 30, 2022

Debt Outstanding

Date June 30,

Date September 30,

2022 December 31,

Unsecured revolving credit facility 2.74 % November 30, 2023 $ 140.0 25.0

Unsecured revolving credit facility 3.94 % September 28, 2027 $ 225.0 25.0

Senior unsecured promissory notes payable, Series B 2.45 % July 20, 2022 — 35.0

10 unchanged sentences

Unsecured Revolving Credit Facility

We have a $ 700.0 committed unsecured revolving credit facility (Credit Facility).

We have an $ 835.0 committed unsecured revolving credit facility (Credit Facility) with an uncommitted accordion option to increase the aggregate revolving commitment by an additional $ 365.0 for a total commitment of $ 1,200.0 .

The Credit Facility includes a committed letter of credit subfacility of $ 55.0 .

2 unchanged sentences

We are currently in compliance with these covenants.

Borrowings under the Credit Facility generally bear interest at a rate per annum equal to LIBOR for interest periods of various lengths selected by us, plus 0.95 %.

Borrowings under the Credit Facility generally bear interest at a rate per annum equal to Daily Simple SOFR plus a 0.10 % spread adjustment plus 0.95 %.

We pay a commitment fee for the unused portion of the Credit Facility.

1 unchanged sentence

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 June 30, 2022.

We have issued senior unsecured promissory notes under our master note agreement (the Master Note Agreement) in the aggregate principal amount of $ 330.0 as of September 30, 2022.

Our aggregate borrowing capacity under the Master Note Agreement is $ 900.0 ;

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

As of September 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)

June 30, 2022 and 2021

September 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