(Address of principal executive offices) (Zip Code)
(507) 454-5374
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $.01 per share
FAST
The Nasdaq Stock Market LLC
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. Yesý No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files.) Yesý No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
ý
Accelerated Filer
☐
Non-accelerated Filer
☐
Smaller Reporting Company
☐
Emerging Growth Company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
As of October 10, 2019, there were approximately 573,527,178 shares of the registrants common stock outstanding.
Notes to Condensed Consolidated Financial Statements
(Amounts in millions except share and per share information and where otherwise noted)
September 30, 2019 and 2018
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Fastenal Company and subsidiaries (collectively referred to as the company, Fastenal, or by terms such as we, our, or us) have been prepared in accordance with U.S. generally accepted accounting principles ('GAAP') for interim financial information. They do not include all information and footnotes required by U.S. GAAP for complete financial statements. However, except as described herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in our consolidated financial statements as of and for the year ended December 31, 2018. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
Stock Split
On April 17, 2019, the board of directors approved a two-for-one stock split of the company's outstanding common stock. Holders of the company's common stock, par value $0.01 per share, at the close of business on May 2, 2019, received one additional share of common stock for every share of common stock they owned. The stock split took effect at the close of business on May 22, 2019. All historical common stock share and per share information for all periods presented in the accompanying condensed consolidated financial statements and notes thereto have been retroactively adjusted to reflect the stock split.
Recently Adopted Accounting Pronouncements
Effective January 1, 2019, we adopted the Financial Accounting Standards Board ('FASB') Accounting Standards Update ('ASU') 2016-02, Leases, which requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The original guidance required application on a modified retrospective basis with the earliest period presented. In August 2018, the FASB issued ASU 2018-11, Targeted Improvements to ASC 842, which included an option to not restate comparative periods in transition and elect to use the effective date of ASC 842, Leases, as the date of initial application of transition, which we elected. As a result of the adoption of ASC 842 on January 1, 2019, we recorded both operating lease right-of-use ('ROU') assets of $227.5 and lease liabilities of $228.3. The adoption of ASC 842 had an immaterial impact on our Condensed Consolidated Statement of Earnings and Condensed Consolidated Statement of Cash Flows for both the nine-month and three-month periods ended September 30, 2019. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard which allowed us to carry forward the historical lease classification.
Additional information and disclosures required by this new standard are contained in Note 5, 'Operating Leases'.
Notes to Condensed Consolidated Financial Statements
(Amounts in millions except share and per share information and where otherwise noted)
September 30, 2019 and 2018
(Unaudited)
(2) Revenue
Revenue Recognition
Net sales include products and shipping and handling charges, net of estimates for product returns and any related sales incentives. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products. 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 for shipping and handling charges at the time the products are delivered to or picked up by the customer. We estimate product returns based on historical return rates. Using probability assessments, we estimate sales incentives expected to be paid over the term of the contract. The majority of our contracts have a single performance obligation and are short term in nature. Sales taxes and value added taxes in foreign jurisdictions that are collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales.
Disaggregation of Revenue
Our revenues related to the following geographic areas were as follows for the periods ended September 30:
Nine-month Period
Three-month Period
2019
2018
2019
2018
United States
$
3,479.7
3,226.0
$
1,182.0
1,104.9
All foreign countries
577.1
507.5
197.1
174.9
Total revenues
$
4,056.8
3,733.5
$
1,379.1
1,279.8
The percentages of our sales by end market were as follows for the periods ended September 30:
Nine-month Period
Three-month Period
2019
2018
2019
2018
Manufacturing
67.5
%
66.7
%
67.5
%
66.4
%
Non-residential construction
12.9
%
13.1
%
13.0
%
13.4
%
Other
19.6
%
20.2
%
19.5
%
20.2
%
100.0
%
100.0
%
100.0
%
100.0
%
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
2019
2018
2019
2018
Fasteners(1)
1967
34.3
%
35.1
%
33.7
%
34.7
%
Tools
1993
10.0
%
10.1
%
10.2
%
10.1
%
Cutting tools
1996
5.8
%
5.7
%
5.7
%
5.7
%
Hydraulics & pneumatics
1996
6.9
%
6.9
%
6.8
%
6.7
%
Material handling
1996
5.9
%
5.8
%
5.9
%
5.7
%
Janitorial supplies
1996
7.7
%
7.6
%
8.0
%
7.8
%
Electrical supplies
1997
4.7
%
4.6
%
4.6
%
4.6
%
Welding supplies
1997
4.2
%
4.1
%
4.2
%
4.1
%
Safety supplies
1999
17.6
%
17.0
%
18.2
%
17.3
%
Other
2.9
%
3.1
%
2.7
%
3.3
%
100.0
%
100.0
%
100.0
%
100.0
%
(1) The fasteners product line represents fasteners and miscellaneous supplies.
Notes to Condensed Consolidated Financial Statements
(Amounts in millions except share and per share information and where otherwise noted)
September 30, 2019 and 2018
(Unaudited)
(3) Stockholders' Equity
Dividends
On October 10, 2019, our board of directors declared a dividend of $0.22 per share of common stock to be paid in cash on November 22, 2019 to shareholders of record at the close of business on October 25, 2019. Since 2011, we have paid quarterly dividends. Our board of directors intends to continue paying quarterly 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.
The following table presents the dividends either paid previously or declared by our board of directors for future payment on a per share basis:
2019
2018
First quarter
$
0.215
0.185
Second quarter
0.215
0.185
Third quarter
0.220
0.200
Fourth quarter
0.220
0.200
Total
$
0.870
0.770
Stock Options
The following tables summarize the details of options granted under our stock option plans that were still outstanding as of September 30, 2019, and the assumptions used to value these grants. All such grants were effective at the close of business on the date of grant.
Notes to Condensed Consolidated Financial Statements
(Amounts in millions except share and per share information and where otherwise noted)
September 30, 2019 and 2018
(Unaudited)
Date of Grant
Risk-free
Interest Rate
Expected Life of
Option in Years
Expected
Dividend
Yield
Expected
Stock
Volatility
Estimated Fair
Value of Stock
Option
January 2, 2019
2.5
%
5.00
2.9
%
23.96
%
$
4.40
January 2, 2018
2.2
%
5.00
2.3
%
23.45
%
$
5.02
January 3, 2017
1.9
%
5.00
2.6
%
24.49
%
$
4.20
April 19, 2016
1.3
%
5.00
2.6
%
26.34
%
$
4.09
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
April 16, 2013
0.7
%
5.00
1.6
%
37.42
%
$
6.33
April 17, 2012
0.9
%
5.00
1.4
%
39.25
%
$
6.85
April 19, 2011
2.1
%
5.00
1.6
%
39.33
%
$
5.60
All of the options in the tables above vest and become exercisable over a period of up to eight years. Generally, each option will terminate approximately nine years after the grant date.
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. The risk-free interest rate is based on the U.S. Treasury rate over the expected life of the option at the time of grant. The expected life is the average length of time over which we expect the employee groups will exercise their options, which is based on historical experience with similar grants. The dividend yield is estimated over the expected life of the option based on our current dividend payout, historical dividends paid, and expected future cash dividends. 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 nine-month periods ended September 30, 2019 and 2018 was $4.3 and $3.8, respectively. Unrecognized stock-based compensation expense related to outstanding unvested stock options as of September 30, 2019 was $14.4 and is expected to be recognized over a weighted average period of 3.95 years. Any future changes in estimated forfeitures will impact this amount.
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:
Nine-month Period
Three-month Period
Reconciliation
2019
2018
2019
2018
Basic weighted average shares outstanding
572,934,475
574,526,758
573,452,002
574,013,820
Weighted shares assumed upon exercise of stock options
1,042,830
390,058
914,771
512,624
Diluted weighted average shares outstanding
573,977,305
574,916,816
574,366,773
574,526,444
Nine-month Period
Three-month Period
Summary of Anti-dilutive Options Excluded
2019
2018
2019
2018
Options to purchase shares of common stock
460,824
3,194,684
553,366
3,069,590
Weighted average exercise prices of options
$
27.55
27.51
$
27.59
27.51
Any dilutive impact summarized above related to periods when the average market price of our stock exceeded the exercise price of the potentially dilutive stock options then outstanding.
Notes to Condensed Consolidated Financial Statements
(Amounts in millions except share and per share information and where otherwise noted)
September 30, 2019 and 2018
(Unaudited)
(4) Income Taxes
Fastenal files income tax returns in the United States federal jurisdiction, all states, and various local and foreign jurisdictions. With limited exceptions, we are no longer subject to income tax examinations by taxing authorities for taxable years before 2016 in the case of United States federal examinations, and 2015 in the case of foreign, state, and local examinations. During the first nine months of 2019, there were no material changes in unrecognized tax benefits.
(5) Operating Leases
We lease space under non-cancelable operating leases for several distribution centers, several manufacturing locations, and certain branch locations. These leases do not have significant rent escalation holidays, concessions, leasehold improvement incentives, or other build-out clauses. Further, the leases do not contain contingent rent provisions. We also lease certain semi-tractors, pick-up trucks, and computer equipment under operating leases. Many of our leases include both lease (e.g., fixed payments including rent, taxes, and insurance costs) and non-lease components (e.g., common-area or other maintenance costs) which are accounted for as a single lease component as we have elected the practical expedient to group lease and non-lease components for all leases.Our pick-up truck leases typically have a non-cancelable lease term of less than one year and therefore, we have elected the practical expedient to exclude these short-term leases from our ROU assets and lease liabilities.
Most leases include one or more options to renew. The exercise of lease renewal options is typically at our sole discretion; therefore, the majority of renewals to extend the lease terms are not included in our ROU assets and lease liabilities as they are not reasonably certain of exercise. We regularly evaluate the renewal options and when they are reasonably certain of exercise, we include the renewal period in our lease term.
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. We have a centrally managed treasury function; therefore, based on the applicable lease terms and the current economic environment, we apply a portfolio approach for determining the incremental borrowing rate.
Certain operating leases for pick-up trucks contain residual value guarantee provisions which would generally become due at the expiration of the operating lease agreement if the fair value of the leased vehicles is less than the guaranteed residual value. The aggregate residual value guarantee related to these leases was approximately $93.1. We believe the likelihood of funding the guarantee obligation under any provision of the operating lease agreements is remote. To the extent our fleet contains vehicles we estimate will settle at a gain, such gains on these vehicles will be recognized when we sell the vehicle.
The cost components of our operating leases were as follows for the periods ended September 30, 2019:
Nine-month Period
Three-month Period
Leased
Facilities and
Equipment
Leased
Vehicles
Total
Leased
Facilities and
Equipment
Leased
Vehicles
Total
Operating lease cost
$
78.0
10.3
88.3
$
26.2
3.6
29.8
Variable lease cost
7.7
1.4
9.1
2.3
0.4
2.7
Short-term lease cost
—
20.1
20.1
—
6.6
6.6
Total
$
85.7
31.8
117.5
$
28.5
10.6
39.1
Variable lease costs consist primarily of taxes, insurance, and common area or other maintenance costs for our leased facilities and equipment which are paid based on actual costs incurred by the lessor as well as variable mileage costs related to our leased vehicles.
Notes to Condensed Consolidated Financial Statements
(Amounts in millions except share and per share information and where otherwise noted)
September 30, 2019 and 2018
(Unaudited)
(6) Debt Commitments
Credit Facility, Notes Payable, and Commitments
Debt obligations and letters of credit outstanding at the end of each period consisted of the following:
September 30, 2019
December 31, 2018
Outstanding loans under unsecured revolving credit facility
$
310.0
365.0
2.00% Senior unsecured promissory note payable
40.0
40.0
2.45% Senior unsecured promissory note payable
35.0
35.0
3.22% Senior unsecured promissory note payable
60.0
60.0
Total debt
445.0
500.0
Less: Current portion of debt
(3.0
)
(3.0
)
Long-term debt
$
442.0
497.0
Outstanding letters of credit under unsecured revolving credit facility - contingent obligation
$
36.3
36.3
Unsecured Revolving Credit Facility
We have a $700.0 committed unsecured revolving credit facility ('Credit Facility'). The Credit Facility includes a committed letter of credit subfacility of $55.0. The commitments under the Credit Facility will expire (and any borrowings outstanding under the Credit Facility will become due and payable) on November 30, 2023. In the next twelve months, we have the ability and intent to repay a portion of the outstanding loans using cash; therefore, we have classified this portion as a current liability. The Credit Facility contains certain financial and other covenants, and our right to borrow under the Credit Facility is conditioned upon, among other things, our compliance with these covenants. We are currently in compliance with these covenants.
Borrowings under the Credit Facility generally bear interest at a rate per annum equal to the London Interbank Offered Rate ('LIBOR') for interest periods of various lengths selected by us, plus 0.95%. Based on the interest periods we have chosen, our weighted per annum interest rate at September 30, 2019 was approximately 3.0%. We pay a commitment fee for the unused portion of the Credit Facility. This fee is either 0.10% or 0.125% per annum based on our usage of the Credit Facility.
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 $135.0. Our aggregate borrowing capacity under the Master Note Agreement is $600.0; however, none of the institutional investors party to that agreement are committed to purchase notes thereunder.
The notes currently issued under our Master Note Agreement consist of three series. The first is in an aggregate principal amount of $40.0, bears interest at a fixed rate of 2.00% per annum, and is due and payable on July 20, 2021. The second is in an aggregate principal amount of $35.0, bears interest at a fixed rate of 2.45% per annum, and is due and payable on July 20, 2022. The third is in an aggregate principal amount of $60.0, bears interest at a fixed rate of 3.22% per annum, and is due and payable on March 1, 2024. There is no amortization of these notes prior to their maturity date and interest is payable quarterly.
(7) Legal Contingencies
The nature of our potential exposure to legal contingencies is described in our 2018 annual report on Form 10-K in Note 10 of the Notes to Consolidated Financial Statements. As of September 30, 2019, there were no litigation matters that we consider to be probable or reasonably possible to have a material adverse outcome.
(8) Subsequent Events
We evaluated all subsequent event activity and concluded that no subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the Notes to Condensed Consolidated Financial Statements, with the exception of the dividend declaration disclosed in Note 3 'Stockholders' Equity'.
ITEM 2 — MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant factors which have affected our financial position and operating results during the periods included in the accompanying condensed consolidated financial statements. Dollar amounts are stated in millions except for share and per share amounts and where otherwise noted. Share and per share information in this 10-Q has been adjusted to reflect the two-for-one stock split effective at the close of business on May 22, 2019. Throughout this document, percentage and dollar change calculations, which are based on non-rounded dollar values, may not be able to be recalculated using the dollar values in this document due to the rounding of those dollar values.
Business
Fastenal is a North American leader in the wholesale distribution of industrial and construction supplies. We distribute these supplies through a network of over 3,200 in-market locations. Most of our customers are in the manufacturing and non-residential construction markets. The manufacturing market includes producers who incorporate our products into final goods, called original equipment manufacturing (OEM), and/or utilize our supplies in the maintenance, repair, and operation (MRO) of their facilities and equipment. The non-residential construction market includes general, electrical, plumbing, sheet metal, and road contractors. Other users of our products include farmers, truckers, railroads, oil exploration, production, and refinement companies, mining companies, federal, state, and local governmental entities, schools, and certain retail trades. Geographically, our branches and customers are primarily located in North America (the United States, Canada, and Mexico), though our presence outside of North America continues to grow as well.
Our motto is Growth through Customer Service®.We are a growth-centric organization focused on identifying 'drivers' that allow us to get closer to our customers and gain market share in what we believe remains a fragmented industrial distribution market. Our growth drivers have evolved and changed, and can be expected to continue to evolve and change, over time.
Executive Overview
Net sales increased $99.3, or 7.8%, in the third quarter of 2019 relative to the third quarter of 2018. Our gross profit as a percentage of net sales declined to 47.2% in the third quarter of 2019 from 48.1% in the third quarter of 2018. Our operating income, as a percentage of net sales, declined to 20.4% in the third quarter of 2019 from 20.5% in the third quarter of 2018. Our net earnings during the third quarter of 2019 were $213.5, an increase of 8.0% when compared to the third quarter of 2018. Our diluted net earnings per share were $0.37 during the third quarter of 2019 comparedto $0.34 during thethird quarter of 2018, an increase of 8.0%. The net earnings and diluted earnings per share for both periods benefited from discrete tax gains. When adjusting for these discrete items, our net earnings and diluted net earnings per share in the third quarter of 2019 would have grown 7.2% and 7.3%, respectively, over the third quarter of 2018.
We continue to focus on our growth drivers. During thethird quarter of 2019, we signed 50 new national account contracts (defined as new customer accounts with a multi-site contract). Additionally, we signed 84 new Onsite customer locations (defined as dedicated sales and service provided from within, or in close proximity to, the customer's facility) and 5,671 new industrial vending devices in the third quarter of 2019.
The table below summarizes our total employee headcount, our investments in in-market locations (defined as the sum of the total number of public branch locations and the total number of active Onsite locations), and industrial vending devices at the end of the periods presented and the percentage change compared to the end of the prior periods.
Change
Since:
Change Since:
Change Since:
Q3 2019
Q2 2019
Q2 2019
Q4 2018
Q4 2018
Q3 2018
Q3 2018
In-market locations- absolute employee headcount
14,128
14,372
-1.7
%
14,015
0.8
%
13,749
2.8
%
Total absolute employee headcount (1)
21,938
22,232
-1.3
%
21,644
1.4
%
21,182
3.6
%
Number of public branch locations
2,146
2,165
-0.9
%
2,227
-3.6
%
2,261
-5.1
%
Number of active Onsite locations
1,076
1,026
4.9
%
894
20.4
%
828
30.0
%
Number of in-market locations
3,222
3,191
1.0
%
3,121
3.2
%
3,089
4.3
%
Industrial vending devices (installed count) (2)
88,327
85,871
2.9
%
81,137
8.9
%
78,706
12.2
%
Ratio of industrial vending devices to in-market locations
27:1
27:1
26:1
25:1
(1) In materials released on January 17, 2019 related to our fourth quarter and full year 2018 earnings results, we undercounted our total employees by 25. We corrected this in the table above.
(2) This number primarily represents devices which principally dispense product and produce product revenues, and excludes slightly more than 15,000 devices that are part of a locker lease program where the devices are principally used for the check-in/check-out of equipment.
During the last twelve months, we increased our absolute employee headcount by 379 people in our in-market locations and 756 people in total. The increase is mostly a function of additions we have made to support customer growth in the field as well as investments in our growth drivers.
We opened two branches in the third quarter of 2019 and closed 22 branches. One branch was converted from a public branch to a non-public location, and two non-public locations were converted to public branches. We activated 87 Onsite locations in the third quarter of 2019 and closed 35. The number of closings reflects both normal churn in our business, whether due to exiting customer relationships, the shutting or relocation of a customer facility, or a customer decision, as well as a review of certain underperforming locations. Our in-market network forms the foundation of our business strategy, and we will continue to open or close locations as is deemed necessary to sustain and improve our network, support our growth drivers, and manage our operating expenses.
Results of Operations
The following sets forth condensed consolidated statement of earnings information (as a percentage of net sales) for the periods ended September 30: