What changed in this filing

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Item 1. Financial Statements

2023-07-18 compared with 2023-04-18 · 52 added, 38 removed, 289 unchanged (24% of the section changed)

3 unchanged sentences

(Amounts in millions except share information)

Assets March 31,

Assets June 30,

2023 December 31,

17 unchanged sentences

Current portion of operating lease liabilities 95.1 91.9

Income taxes payable 75.8 —

Total current liabilities 736.6 789.8

17 unchanged sentences

(Amounts in millions except earnings per share)

Three Months Ended

(Unaudited) (Unaudited)

Six Months Ended

June 30, Three Months Ended

2023 2022 2023 2022

Net sales $ 3,742.2 3,482.6 $ 1,883.1 1,778.6

16 unchanged sentences

(Amounts in millions)

Three Months Ended

(Unaudited) (Unaudited)

Six Months Ended

June 30, Three Months Ended

2023 2022 2023 2022

Net earnings $ 593.1 556.7 $ 298.0 287.1

Other comprehensive income, net of tax:

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments (net of tax of $ 0.0 in 2023 and 2022)

7.9 ( 23.7 ) 3.6 ( 26.0 )

Comprehensive income $ 601.0 533.0 $ 301.6 261.1

3 unchanged sentences

(Amounts in millions except per share information)

Three Months Ended

(Unaudited) (Unaudited)

Six Months Ended

June 30, Three Months Ended

2023 2022 2023 2022

Balance at beginning of period $ 5.7 5.8 $ 5.7 5.8

3 unchanged sentences

Stock options exercised 12.5 5.8 6.6 1.9

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

Stock-based compensation 3.8 3.0 1.9 1.5

8 unchanged sentences

Balance at beginning of period ( 64.8 ) ( 30.7 ) ( 60.5 ) ( 28.4 )

Other comprehensive income 4.3 2.3

Other comprehensive income (loss) 7.9 ( 23.7 ) 3.6 ( 26.0 )

Balance at end of period ( 56.9 ) ( 54.4 ) ( 56.9 ) ( 54.4 )

5 unchanged sentences

(Amounts in millions)

Three Months Ended

(Unaudited) (Unaudited)

Six Months Ended

June 30, Three Months Ended

2023 2022 2023 2022

Cash flows from operating activities:

3 unchanged sentences

(Gain) loss on sale of property and equipment ( 1.2 ) 2.3 ( 0.6 ) ( 1.2 )

Bad debt recoveries ( 1.4 ) ( 0.3 )

Bad debt expense 0.2 0.4 1.6 0.7

Deferred income taxes 0.6 0.5 0.3 ( 0.5 )

19 unchanged sentences

Proceeds from exercise of stock options 12.5 5.8 6.6 1.9

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

Cash dividends paid ( 399.7 ) ( 356.9 ) ( 199.9 ) ( 178.5 )

1 unchanged sentence

Effect of exchange rate changes on cash and cash equivalents 0.3 ( 7.0 ) ( 0.8 ) ( 7.7 )

Net increase (decrease) in cash and cash equivalents 9.7 ( 2.0 )

Net increase in cash and cash equivalents 13.5 11.7 3.8 13.7

Cash and cash equivalents at beginning of period 230.1 236.2 239.8 234.2

8 unchanged sentences

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

March 31, 2023 and 2022

June 30, 2023 and 2022

(1) Basis of Presentation

19 unchanged sentences

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

2023 2022 2023 2022

United States $ 3,130.4 2,928.4 $ 1,571.7 1,496.7

10 unchanged sentences

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

March 31, 2023 and 2022

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

Three-month Period

June 30, 2023 and 2022

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

Six-month Period Three-month Period

2023 2022 2023 2022

Manufacturing 74.7 % 71.5 % 74.8 % 71.8 %

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 2023 2022 2023 2022

13 unchanged sentences

(3) Stockholders' Equity

On April 12, 2023, our board of directors declared a quarterly dividend of $ 0.35 per share of common stock to be paid in cash on May 25, 2023 to shareholders of record at the close of business on April 27, 2023.

On July 12, 2023, our board of directors declared a quarterly dividend of $ 0.35 per share of common stock to be paid in cash on August 24, 2023 to shareholders of record at the close of business on July 27, 2023.

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:

7 unchanged sentences

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

March 31, 2023 and 2022

June 30, 2023 and 2022

Stock Options

The following tables summarize the details of options granted under our stock option plans that were outstanding as of March 31, 2023, and the assumptions used to value those grants.

The following tables summarize the details of options granted under our stock option plans that were outstanding as of June 30, 2023, and the assumptions used to value those grants.

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

1 unchanged sentence

Price Closing Stock Price on Date

of Grant March 31, 2023

of Grant June 30, 2023

Date of Grant Options

9 unchanged sentences

April 21, 2015 1,786,440 $ 21.00 $ 20.630 212,347 212,347

April 22, 2014 1,910,000 $ 28.00 $ 25.265 30,298 30,298

Total 10,840,912 5,852,489 2,890,559

14 unchanged sentences

April 21, 2015 1.3 % 5.00 2.7 % 26.84 % $ 3.68

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

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

6 unchanged sentences

Expected stock volatilities are based on the movement of our stock price over the most recent historical period equivalent to the expected life of the option.

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, 2023 and 2022 was $ 3.8 and $ 3.0 , respectively, while the second quarter of 2023 and 2022 was $ 1.9 and $ 1.5 , respectively.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of June 30, 2023 was $ 20.6 and is expected to be recognized over a weighted average period of 4.49 years.

Any future changes in estimated forfeitures will impact this amount.

FASTENAL COMPANY AND SUBSIDIARIES

1 unchanged sentence

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

March 31, 2023 and 2022

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, 2023 and 2022 was $ 1.9 and $ 1.5 , respectively.

Unrecognized stock-based compensation expense related to outstanding unvested stock options as of March 31, 2023 was $ 22.3 and is expected to be recognized over a weighted average period of 4.67 years.

Any future changes in estimated forfeitures will impact this amount.

June 30, 2023 and 2022

Earnings Per Share

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 2023 2022 2023 2022

2 unchanged sentences

Diluted weighted average shares outstanding 572,757,476 577,509,039 572,890,160 577,402,221

Three-month Period

Six-month Period Three-month Period

Summary of Anti-dilutive Options Excluded 2023 2022 2023 2022

5 unchanged sentences

We are no longer subject to income tax examinations by taxing authorities for taxable years before 2019 in the case of United States federal examinations, and with limited exception, before 2017 in the case of foreign, state, and local examinations.

During the first quarter of 2023, there were no material changes in unrecognized tax benefits.

During the first six months of 2023, 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, 2023 and 2022

June 30, 2023 and 2022

(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, 2023

Average Interest Rate at June 30, 2023

Debt Outstanding

Date March 31,

Date June 30,

2023 December 31,

20 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 $ 330.0 as of March 31, 2023.

We have issued senior unsecured promissory notes under our master note agreement (the Master Note Agreement) in the aggregate principal amount of $ 260.0 as of June 30, 2023.

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 2022 annual report on Form 10-K in Note 10 of the Notes to Consolidated Financial Statements.

As of March 31, 2023, there were no litigation matters that we consider to be probable or reasonably possible to have a material adverse outcome.

As of June 30, 2023, 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, 2023 and 2022

June 30, 2023 and 2022

(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