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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2002, or
[_] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _____________________ to ______________________
Commission file number 0-16125
FASTENAL COMPANY
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-0948415
- ----------------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 Theurer Boulevard
Winona, Minnesota 55987-1500
- ----------------------------------------- ----------------------------
(Address of principal executive offices) (Zip Code)
(507) 454-5374
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
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. Yes X No ___
---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
Class Outstanding at July 15, 2002
- ---------------------------------- ------------------------------------
Common Stock, $.01 par value 75,877,376
FASTENAL COMPANY
INDEX
Page No.
--------
Part I Financial Information:
Consolidated Balance Sheets as of June 30, 2002 and December
31, 2001 1
Consolidated Statements of Earnings for the six months and
three months ended June 30, 2002 and 2001 2
Consolidated Statements of Cash Flows for the six months ended
June 30, 2002 and 2001 3
Notes to Consolidated Financial Statements 4-5
Management's discussion and analysis of financial condition and
results of operations 6-10
Quantitative and qualitative disclosures about market risk 10-11
Part II Other Information:
Submission of matters to a vote of security holders 11-12
Exhibits and reports on Form 8-K 12
Note - All information contained in this report reflects the 2-for-1
stock split which occurred in May 2002.
-1-
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FASTENAL COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
(Amounts in thousands except share information)
(Unaudited)
June 30, December 31,
Assets 2002 2001
- ---------------------------------------------------------------------------------------------------------------------------
Current assets:
Cash and cash equivalents $ 46,693 47,264
Marketable securities 28,063 21,258
Trade accounts receivable, net of allowance for doubtful
accounts of $3,447 and $3,474, respectively 122,969 101,356
Inventories 168,038 152,706
Deferred income tax asset 4,696 4,696
Other current assets 9,651 13,961
- ---------------------------------------------------------------------------------------------------------------------------
Total current assets 380,110 341,241
Marketable securities 15,277 9,374
Property and equipment, less accumulated depreciation 127,671 121,607
Other assets, less accumulated amortization 2,924 3,022
- ---------------------------------------------------------------------------------------------------------------------------
Total assets $ 525,982 475,244
===========================================================================================================================
Liabilities and Stockholders' Equity
- ---------------------------------------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable $ 29,709 20,100
Accrued expenses 19,216 17,973
Income taxes payable 5,759 2,488
- ---------------------------------------------------------------------------------------------------------------------------
Total current liabilities 54,684 40,561
- ---------------------------------------------------------------------------------------------------------------------------
Deferred income tax liability 9,795 9,795
- ---------------------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Preferred stock 0 0
Common stock, 100,000,000 shares authorized
75,877,376 shares issued and outstanding 759 759
Additional paid-in capital 4,044 4,044
Retained earnings 457,687 421,945
Accumulated other comprehensive loss (987) (1,860)
- ---------------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 461,503 424,888
- ---------------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 525,982 475,244
===========================================================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
-2-
FASTENAL COMPANY AND SUBSIDIARIES
Consolidated Statements of Earnings
(Amounts in thousands except earnings and extraordinary gain per share)
(Unaudited) (Unaudited)
Six months ended Three months ended
June 30, June 30,
---------------------------- ----------------------------
2002 2001 2002 2001
- ----------------------------------------------------------------------------------------------------------------------------
Net sales $ 448,066 410,816 233,484 207,442
Cost of sales 226,004 201,630 117,999 102,811
- ----------------------------------------------------------------------------------------------------------------------------
Gross profit 222,062 209,186 115,485 104,631
Operating and administrative
expenses 160,091 145,690 81,724 74,181
- ----------------------------------------------------------------------------------------------------------------------------
Operating income 61,971 63,496 33,761 30,450
Other income (expense):
Interest income 1,111 1,157 571 506
Loss on disposal of
property and equipment (204) (217) (109) (132)
- ----------------------------------------------------------------------------------------------------------------------------
Total other income 907 940 462 374
- ----------------------------------------------------------------------------------------------------------------------------
Earnings before income taxes
and extraordinary gain 62,878 64,436 34,223 30,824
Income tax expense 24,058 24,679 13,108 11,806
- ----------------------------------------------------------------------------------------------------------------------------
Net earnings before extraordinary gain 38,820 39,757 21,115 19,018
- ----------------------------------------------------------------------------------------------------------------------------
Extraordinary gain on acquisition, net of tax 716 0 716 0
- ----------------------------------------------------------------------------------------------------------------------------
Net earnings $ 39,536 39,757 21,831 19,018
- ----------------------------------------------------------------------------------------------------------------------------
Basic and diluted earnings per share
before extraordinary gain $ .51 .52 .28 .25
Basic and diluted extraordinary gain per share, net of tax .01 .00 .01 .00
- ----------------------------------------------------------------------------------------------------------------------------
Basic and diluted earnings per share $ .52 .52 .29 .25
- ----------------------------------------------------------------------------------------------------------------------------
Weighted average shares
outstanding 75,877 75,877 75,877 75,877
============================================================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
-3-
FASTENAL COMPANY AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
Six months ended
June 30,
---------------------------------
2002 2001
- ------------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net earnings $ 39,536 39,757
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation of property and equipment 8,305 7,092
Loss on disposal of property and equipment 204 217
Bad debt expense 2,858 2,534
Amortization of goodwill and non-compete 34 110
Changes in operating assets and liabilities,
net of impact of acquisition
Trade accounts receivable (24,471) (9,332)
Inventories (15,332) (988)
Other current assets 4,310 (2,584)
Accounts payable 9,609 4,489
Accrued expenses 1,243 2,345
Income taxes payable 3,271 (885)
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 29,567 42,755
- ------------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchase of property and equipment (15,924) (18,114)
Proceeds from sale of property and equipment 1,351 2,059
Translation adjustment 705 (63)
Net (increase) decrease in marketable securities (12,626) 3,860
Decrease (increase) in other assets 64 (57)
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (26,430) (12,315)
- ------------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Payment of dividends (3,794) (3,415)
- ------------------------------------------------------------------------------------------------------------------------------------
Net cash used in financing activities (3,794) (3,415)
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash 86 (22)
- ------------------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (571) 27,003
Cash and cash equivalents at beginning of period 47,264 19,710
- ------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 46,693 46,713
- ------------------------------------------------------------------------------------------------------------------------------------
Supplemental disclosure of cash flow information:
Cash paid during each period for:
Income taxes $ 21,231 25,564
- ------------------------------------------------------------------------------------------------------------------------------------
Interest $ 0 0
====================================================================================================================================
The accompanying notes are an integral part of the consolidated financial
statements.
-4-
FASTENAL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands)
June 30, 2002 and 2001
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited consolidated financial statements of Fastenal Company
and subsidiaries (collectively referred to as the Company) have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information. They do not include all information
and footnotes required by generally accepted accounting principles for complete
financial statements. However, there has been no material change in the
information disclosed in the notes to consolidated financial statements included
in the Company's consolidated financial statements as of and for the year ended
December 31, 2001. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included.
(2) Accounting Policies
On January 2, 2002 the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, and SFAS No.
144, Accounting for the Impairment or Disposal of Long-Lived Assets. In
accordance with SFAS No. 142, the Company no longer amortizes goodwill and
intangible assets with indefinite useful lives, but instead tests for impairment
at least annually. The change resulted in $76 and $38 less amortization for the
first six months and for the second quarter of 2002, respectively, as compared
to the same periods in 2001. SFAS No. 144 did not impact the results of the
Company.
(Continued)
-5-
FASTENAL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands)
June 30, 2002 and 2001
(Unaudited)
(3) Comprehensive Income
Comprehensive income and the components of other comprehensive income (loss)
were as follows:
Six months ended Three months ended
June 30, June 30,
--------------------------- ---------------------------
2002 2001 2002 2001
- -------------------------------------------------------------- ---------------------------
Net earnings $ 39,536 39,757 21,831 19,018
Translation adjustment 791 (85) 761 567
- -------------------------------------------------------------- ---------------------------
Total comprehensive income $ 40,327 39,672 22,592 19,585
============================================================== ===========================
(4) Acquisition
On August 31, 2001, the Company acquired certain assets of two subsidiaries of
Textron, Inc. These assets were used in their business of selling packaged
fasteners to the retail market (Do-It-Yourself or DIY Business). The purchase
price consisted of a cash payment and the assumption of certain liabilities at
closing. The acquisition was not material to the financial statements of the
Company.
On July 1, 2001, the Company adopted Statement of Financial Accounting Standards
(SFAS) No. 141, Business Combinations. SFAS 141 requires the use of the purchase
method of accounting and, accordingly, the operating results of the DIY Business
have been included in the Company's consolidated financial statements since the
date of acquisition. The total purchase price was allocated to tangible assets
and liabilities based upon the estimate of their fair value on the acquisition
date. The purchase price was finalized during the second quarter of 2002. The
final purchase price resulted in tangible assets in excess of the cash paid and
liabilities assumed, or negative goodwill. The negative goodwill, net of tax, of
$716 was recognized in earnings during the second quarter as an extraordinary
gain.
The DIY Business was purchased after a prolonged period of contraction;
therefore, the historical sales and earnings of the DIY Business are not
reflective of the DIY Business's current operations. If the business combination
had occurred at the beginning of 2001, net income of the Company would not have
been materially different from the amounts reported. The net sales from the DIY
Business totaled $11,130 and $5,738 in the first six months and the second
quarter of 2002, respectively. The DIY Business has operated at approximately a
break even level since August 31, 2001.
-6-
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 that have affected the Company's financial position and operating
results during the periods included in the accompanying consolidated financial
statements. (Dollar amounts are in thousands.)
The following discussion refers to the term daily sales. Daily sales are defined
as sales for a period of time divided by the number of days in that period of
time.
Six months ended June 30, 2002 vs. 2001
Net sales for the six months ended June 30, 2002 were $448,066, an increase of
9.1% over net sales of $410,816 for the comparable period in 2001. The increase
came primarily from higher unit sales rather than increases in prices, as the
Company experienced some deflationary impact to pricing. Higher unit sales
resulted from the opening of new store sites in 2001 and 2002, and, to a lesser
degree, increases in sales at older store sites. Sites opened in 2000 or earlier
had average sales increases of 0.5% (on a daily sales basis, this amount would
have been a 1.3% increase adjusting for the 127 business days in 2002 versus the
128 in 2001).
The mix of sales during the first six months of 2002 and 2001, from the original
Fastenal(R) product line (which consists primarily of threaded fasteners) and
from the newer product lines, was as follows:
Product line 2002 2001
-----------------------------------------------------------------------
Fastener product line 57.5%* 60.6%
-----------------------------------------------------------------------
Newer product lines 42.5%* 39.4%
-----------------------------------------------------------------------
* This percentage is calculated before the impact of the August 2001
acquisition discussed below.
The product lines consist of and were introduced as follows:
Product line Introduced
-------------------------------------------------------------
Fasteners 1967
-------------------------------------------------------------
Tools 1993
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Cutting tools 1996
-------------------------------------------------------------
Hydraulics & pneumatics 1996
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Material handling 1996
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Janitorial supplies 1996
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Electrical supplies 1997
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Welding supplies 1997
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Safety supplies 1999
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Raw materials 2001
-------------------------------------------------------------
Retail packaged products** 2001
-------------------------------------------------------------
** This product line was added as a result of the August 2001 acquisition
discussed below.
(Continued)
-7-
ITEM 2. (Continued)
Net earnings, in both the first six months and the second quarter of 2002,
include an extraordinary gain, net of tax, of $716. The gain represents the
recognition of negative goodwill resulting from the finalization of the purchase
price relating to the Company's August 31, 2001 acquisition described in note 4
to the consolidated financial statements.
Net earnings for the six months ended June 30, 2002 were $39,536, a decrease of
0.6% from net earnings of $39,757 for the comparable period in 2001. Operating
income decreased $1,525 (or 2.4%) from 2001 to 2002. The decrease in operating
income occurred primarily because (1) gross margins decreased from 50.9% to
49.6% and (2) operating expenses increased by 9.9%, a rate greater than the net
sales growth rate. The factors behind these two changes are included in the
general discussion below.
Three months ended June 30, 2002 vs. 2001
Net sales for the three months ended June 30, 2002 were $233,484, an increase of
12.6% over net sales of $207,442 for the comparable period in 2001. The increase
came primarily from higher unit sales rather than increases in prices, as the
Company experienced some deflationary impact to pricing. Higher unit sales
resulted from the opening of new store sites in 2001 and 2002, and, to a lesser
degree, increases in sales at older store sites. Sites opened in 2000 or earlier
had average sales increases of 3.8%.
The mix of sales during the second quarter of 2002 and 2001, from the original
Fastenal(R) product line (which consists primarily of threaded fasteners) and
from the newer product lines, was as follows:
Product line 2002 2001
----------------------------------------------------------------
Fastener product line 57.5%* 59.8%
----------------------------------------------------------------
Newer product lines 42.5%* 40.2%
----------------------------------------------------------------
* This percentage is calculated before the impact of the August 2001 acquisition
discussed below.
Net earnings for the three months ended June 30, 2002 were $21,831, an increase
of 14.8% from net earnings of $19,018 for the comparable period in 2001.
Operating income increased $3,311 (or 10.9%) from 2001 to 2002. The increase in
operating income occurred primarily because the decrease in gross margins from
50.4% to 49.5% was offset by operating expenses increasing only by 10.2%, a rate
less than the net sales growth rate. The factors behind these two changes are
included in the general discussion below.
General Discussion
The Company branch (store site) personnel totaled 4,858 on June 30, 2002, an
increase of 14.0% over the 4,263 on December 31, 2001 and an increase of 10.1%
over the 4,411 on March 31, 2002.
(Continued)
-8-
ITEM 2. (Continued)
In 2001, the Company adopted the provisions of Emerging Issues Task Force (EITF)
No. 00-10, Accounting for Shipping and Handling Fees and Costs, and EITF No.
00-22, Accounting for "Points" and Certain Other Time-Based or Volume-Based
Sales and Incentive Offers, and Offers for Free Products to Be Delivered in the
Future. As required by EITF 00-10 and EITF 00-22, the Company reclassified
shipping and handling costs billed to customers as an increase in net sales and
incentives paid to customers as a reduction of net sales. The Company also
reclassified outbound shipping costs to cost of sales. These amounts had
previously been included in operating and administrative expenses. The net
result of the reclassification was a reduction of the gross margin percentage of
0.8% and 0.8%, in the first six months of 2002 and 2001, respectively, and a
reduction of 0.9% and 1.0% in the second quarter of 2002 and 2001, respectively.
On August 31, 2001 the Company completed the acquisition of certain assets and
liabilities of the retail fastener and related hardware business of two
subsidiaries of Textron, Inc. The net sales for the first six months of 2002 and
for the second quarter of 2002 disclosed above include $11,130 and $5,738,
respectively, of sales from the acquired operation. The acquired operation
lowered the Company's gross margin from 50.0% to 49.6% for the first six months
of 2002 and lowered the Company's gross margin from 49.9% to 49.5% for the
second quarter of 2002. For the first six months and for the second quarter, the
ongoing activities of the acquired operation did not contribute materially to
the earnings of the Company.
The twelve months of 2001 and the first six months of 2002 had daily sales
growth rates (as compared to the comparable month in the preceding year, and
excluding the impact of the August 2001 acquisition) of:
Jan. Feb. Mar. Apr. May June July Aug. Sept. Oct. Nov. Dec.
---- ---- ---- ---- --- ---- ---- ---- ----- ---- ---- ----
2001 20.0% 16.2% 11.4% 9.0% 9.4% 7.6% 7.4% 5.9% 4.8% 1.0% -0.5% 1.4%
2002 2.7% 4.8% 6.0% 9.3% 9.4% 11.0%
The general decline in the daily sales growth rates through November 2001
represented a trend which began in November 2000. This trend reflected the
overall weakening of the industrial economy we service in North America. The
trend has reversed itself since December 2001, partly due to changing
comparisons in the prior year and partly due to stronger month-to-month (i.e.
April to May and May to June) growth rates compared to 2001.
For the first six months of 2002, the Company experienced negative earnings
leverage (growth in earnings versus growth in sales). This was due to (1) the
decrease in gross margin percentage, caused primarily by changes in product mix,
(2) the decrease in gross margin dollars from older stores due to decreases in
net sales, (3) the additional expenses of store site openings (see comments
below), (4) the added impact of increases in general and health insurance costs
when compared to the same period in 2001, and (5) the increase in depreciation
expense associated with additions of property and equipment, most notably
software and hardware for the Company's management information system.
(Continued)
-9-
ITEM 2. (Continued)
The Company expects to open approximately 140 to 170 new stores in 2002 (or an
increase of approximately 14% to 17% over December 31, 2001). This represents an
increase in planned new store openings. The range published last quarter was 100
to 150 stores for the year (or an increase of approximately 10% to 15% over
December 31, 2001). The Company opened 128 new store sites during 2001 (or an
increase of 14.3% over December 31, 2000) and 77 new store sites in the first
six months of 2002. While new stores continue to build the infrastructure for
future growth, the first year sales are low, and the added expenses related to
payroll, occupancy, and transportation costs impact the Company's ability to
leverage earnings in a weakened industrial economy. As disclosed in the past, it
has been the Company's experience that new stores take approximately ten to
twelve months to achieve profitability. The planned openings can be altered in a
short time span, usually less than 60 to 90 days. As 2002 unfolds the Company
will continue to reevaluate the level of planned openings.
Critical Accounting Policies
A discussion of the critical accounting policies related to accounting estimates
is contained in the Company's 2001 Annual Report.
Liquidity and Capital Resources
The higher level of sales during the six-month period resulted in the growth of
trade accounts receivable and inventory. Property and equipment increased
because of: (1) the purchase of software and hardware for the Company's
information processing systems, (2) the addition of certain pickup trucks, (3)
the purchase of buildings to house the Atlanta distribution center (relocating
from an existing location in Atlanta) and to house the Toronto distribution
center (a new distribution center opening early in 2003) and (4) the addition of
manufacturing and warehouse equipment. In addition to the property and equipment
expansion just noted, the Company is actively increasing the number of owned
locations to lower its occupancy costs. Disposals of property and equipment
related to the planned disposition of certain pickup trucks and semi-tractors
and trailers in the normal course.
Cash requirements for these asset changes were satisfied from net earnings, cash
on hand, and the proceeds of asset disposals. As of June 30, 2002, the Company
had no material outstanding commitments for capital expenditures.
Management anticipates funding its current expansion plans with cash generated
from operations, from available cash and cash equivalents, and, to a lesser
degree, from its borrowing capacity.
A discussion of the nature and amount of future cash commitments is contained in
the Company's 2001 Annual Report.
(Continued)
-10-
ITEM 2. (Continued)
Certain Risks and Uncertainties
This discussion contains statements that are not historical in nature and that
are intended to be, and are hereby identified as, "forward-looking statements"
under the Private Securities Litigation Reform Act of 1995, including statements
regarding planned store openings, the timeline for altering planned openings,
the time before new stores typically achieve profitability, expected increases
in the number of owned stores, and the funding of expansion plans. The following
factors are among those that could impact the Company's plans and performance,
and cause the Company's actual results to differ materially from those predicted
in such forward-looking statements: (i) an upturn or downturn in the economy
could impact sales at stores and the rates of new store openings and additions
of new employees, (ii) an upturn or downturn in the economy, or a change in
product mix, could impact gross margins, (iii) a change, from that projected, in
the number of smaller and larger communities able to support future store sites
could impact the rate of new store openings and additions of new employees, (iv)
the ability of the Company to develop product expertise at the store level, to
identify future product lines that complement existing product lines, to
transport and store certain hazardous products and to otherwise integrate new
product lines into the Company's existing stores and distribution network could
impact sales and margins, (v) increases or decreases in fuel and utility costs
could impact distribution and occupancy expenses of the Company, (vi) the
ability of the Company to successfully attract and retain qualified personnel to
staff the Company's smaller community stores could impact sales at stores and
the rate of new store openings, (vii) changes in governmental regulations
related to product quality or product source traceability could impact the cost
to the Company of regulatory compliance, (viii) inclement weather could impact
the Company's distribution network, (ix) foreign currency fluctuations, changes
in trade relations, or fluctuations in the relative strength of foreign
economies could impact the ability of the Company to procure products overseas
at competitive prices and the Company's foreign sales, (x) disruptions caused by
the implementation of the Company's new management information systems
infrastructure could impact sales, (xi) changes in the rate of new store
openings could impact expenditures for computers and other capital equipment,
and (xii) changes in the availability of suitable land and buildings could
impact expenditures for additional owned locations which house our store sites.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to certain market risks from changes in interest rates
and foreign currency exchange rates. Changes in these factors cause fluctuations
in the Company's earnings and cash flows. The Company evaluates and manages
exposure to these market risks as follows:
Interest Rates - The Company has a $15 million line of credit of which $0 was
outstanding at June 30, 2002. The line bears interest at 0.9% over the LIBOR
rate. The Company pays no fee for the unused portion of the line of credit.
(Continued)
-11-
ITEM 3. (Continued)
Foreign Currency Exchange Rates - Foreign currency fluctuations can affect the
Company's net investments and earnings denominated in foreign currencies. The
Company's primary exchange rate exposure is with the Canadian dollar against the
U.S. dollar. The Company's estimated net earnings exposure for foreign currency
exchange rates was not material at June 30, 2002.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's annual meeting of shareholders held on April 16, 2002, two
matters were put to a vote of the shareholders. Proxies were solicited from
shareholders unable to attend the meeting. Proxy votes are included in the
results that follow.
Matter 1. To elect a Board of nine directors, to serve until the next regular
meeting of shareholders or until their successors have been duly
elected and qualified.
The existing directors, Robert A. Kierlin, Stephen M. Slaggie, Michael M.
Gostomski, John D. Remick, Henry K. McConnon, Robert A. Hansen, Willard D.
Oberton, Reyne K. Wisecup, and Michael J. Dolan, were nominated. There were no
other nominations. The nine nominees each received and had withheld the number
of votes set forth opposite their names below:
- --------------------------------------------------------------------------------
Total Number of Total Number of
Name of Director Votes Cast For Votes Withheld
- --------------------------------------------------------------------------------
Robert A. Kierlin 66,039,040 3,870,548
- --------------------------------------------------------------------------------
Stephen M. Slaggie 66,017,948 3,891,640
- --------------------------------------------------------------------------------
Michael M. Gostomski 69,434,824 474,764
- --------------------------------------------------------------------------------
John D. Remick 69,180,660 728,928
- --------------------------------------------------------------------------------
Henry K. McConnon 69,438,424 471,164
- --------------------------------------------------------------------------------
Robert A. Hansen 69,152,842 756,746
- --------------------------------------------------------------------------------
Willard D. Oberton 66,027,320 3,882,268
- --------------------------------------------------------------------------------
Reyne K. Wisecup 66,336,218 3,573,370
- --------------------------------------------------------------------------------
Michael J. Dolan 69,144,632 764,956
- --------------------------------------------------------------------------------
There were no abstentions or broker non-votes.
(Continued)
-12-
ITEM 4. (Continued)
Matter 2. To ratify the appointment of KPMG LLP as independent auditors for
the fiscal year ending December 31, 2002.
Voting to ratify the appointment were 69,444,082 shares. Voting against the
ratification were 4,766 shares. There were no broker non-votes. Abstentions
totaled 460,740 shares.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
3.1 Restated Articles of Incorporation of Fastenal Company, as amended
prior to May 10, 2002 (incorporated by reference to Exhibit 3.1 to
Fastenal Company's Form 10-Q for the quarter ended September 30,
1993)
3.2 Articles of Amendment to Restated Articles of Incorporation of
Fastenal Company effective May 10, 2002 (incorporated by reference
to Exhibit 4.2 to Registration Statement No. 333-88170)
3.3 Restated By-Laws of Fastenal Company (incorporated by reference to
Exhibit 3.2 to Registration Statement No. 33-14923)
(b) Reports on Form 8-K:
No report on Form 8-K was filed by Fastenal Company during the quarter
ended June 30, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FASTENAL COMPANY
/s/ Willard D. Oberton
-------------------------------
(Willard D. Oberton, President)
(Duly Authorized Officer)
Date July 17, 2002 /s/ Daniel L. Florness
----------------- -------------------------------
(Daniel L. Florness, Treasurer)
(Principal Financial Officer)
INDEX TO EXHIBITS
3.1 Restated Articles of Incorporation of Fastenal Company, as amended prior
to May 10, 2002 (incorporated by reference to Exhibit 3.1 to Fastenal
Company's Form 10-Q for the quarter ended September 30, 1993).
3.2 Articles of Amendment to Restated Articles of Incorporation of Fastenal
Company effective May 10, 2002 (incorporated by reference to Exhibit 4.2
to Registration Statement No. 333-88170).
3.3 Restated By-Laws of Fastenal Company (incorporated by reference to
Exhibit 3.2 to Registration Statement No. 33-14923).