-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IceOcrYzvgfqYBJKGDIQyxcUqOZLLs89+F2G+dBu1DK11NMt25G/w6Yb6fswAm8q vh82TMdo6KWrkC1QUMHSww== 0001193125-08-215316.txt : 20081023 0001193125-08-215316.hdr.sgml : 20081023 20081023170707 ACCESSION NUMBER: 0001193125-08-215316 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20081022 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081023 DATE AS OF CHANGE: 20081023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FASTENAL CO CENTRAL INDEX KEY: 0000815556 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY [5200] IRS NUMBER: 410948415 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16125 FILM NUMBER: 081137835 BUSINESS ADDRESS: STREET 1: 2001 THEURER BLVD CITY: WINONA STATE: MN ZIP: 55987 BUSINESS PHONE: 5074545374 8-K 1 d8k.htm FORM 8K Form 8K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported) October 22, 2008

 

 

FASTENAL COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Minnesota   0-16125   41-0948415

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

2001 Theurer Boulevard

Winona, Minnesota

   55987-1500
(Address of principal executive offices)   (Zip Code)

(507) 454-5374

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Section 8—Other Events

 

Item 8.01. Other Events

Attached as Exhibit 100 to this report are the following materials from Fastenal Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed on October 22, 2008, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, and (iii) the Consolidated Statements of Cash Flows. Users of this data are advised pursuant to Rule 401 of Regulation S-T that the information contained in the XBRL documents is unaudited and these are not the official publicly filed financial statements of Fastenal Company. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions.

In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including the Exhibits, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9—Financial Statements and Exhibits

 

Item 9.01. Financial Statements and Exhibits

 

  (d) Exhibits.

The following exhibits are included herewith:

 

Exhibit
Number

  

Exhibit Description

100   The following materials from Fastenal Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed on October 22, 2008, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, and (iii) the Consolidated Statements of Cash Flows.

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 hereunto duly authorized.

Date: October 22, 2008

 

FASTENAL COMPANY
By:  

/s/ Daniel L. Florness

  Daniel L. Florness
  Chief Financial Officer

 

INDEX TO EXHIBITS

 

100 The following materials from Fastenal Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed on October 22, 2008, formatted in XBRL (Extensible Business Reporting Language): (i) the information contained in Items 1-4 of Part I, (ii) the information contained in Items 1, 2 and 6 of Part II, and (iii) the Exhibits to the Form 10-Q.

 

Exhibit

Number

   

Description

EX-100.INS    XBRL Instance Document
EX-100.SCH    XBRL Taxonomy Extension Schema Document
EX-100.PRE   

XBRL Taxonomy Presentation Linkbase Document

EX-100.LAB    XBRL Taxonomy Label Linkbase Document
EX-100.CAL    XBRL Taxonomy Calculation Linkbase Document
 EX-100.INS 2 fast-20080930.xml XBRL INSTANCE DOCUMENT 1308892000 1485000 7855000 15109000 74699000 625000 309184000 7123000 90184000 981034000 16020000 537643000 1308892000 172006000 228000 1463000 65852000 3738000 0 322657000 1111812000 1121777000 52107000 294154000 46000 330883000 117786000 44877000 167000 72909000 117619000 625037000 213310000 148573000 148573000 0.49 -5113000 50000 -1318000 29153000 -478000 134148000 19346000 78380000 250000 14619000 33051000 4062000 -103326000 -75039000 173730000 -418000 25955000 77371000 75000 79006000 3624000 5527000 2313000 -1915000 850564000 -199000 944902000 351567000 134398000 635000 217169000 350932000 1795466000 593771000 148933000 148933000 1.46 1163061000 1491000 12393000 15109000 55353000 227000 236331000 6873000 75565000 880771000 14702000 504592000 1163061000 137791000 159000 1950000 67767000 3713000 0 276627000 996050000 1010161000 57220000 54145000 261726000 2000 272024000 99312000 37170000 464000 62142000 98848000 533750000 173178000 150462000 150462000 0.41 34799000 50000 1256000 27959000 1047000 106531000 13598000 53519000 2981000 7687000 32827000 -10103000 -103294000 -23382000 160428000 -8006000 37078000 66216000 256000 36592000 5460000 4313000 1234000 -1247000 759605000 85000 783008000 285943000 109512000 1140000 176431000 284803000 1542613000 498290000 150878000 150878000 1.17 19346000 (1) Basis of Presentation The accompanying unaudited 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 United States generally accepted accounting principles for interim financial information. They do not include all information and footnotes required by United States 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 our consolidated financial statements as of and for the year ended December 31, 2007. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. (2) Stockholders' Equity and Stock-Based Compensation On April 17, 2007, the Compensation Committee of our Board of Directors approved the grant under our employee stock option plan, effective at the close of business that day, of options to purchase approximately 2.2 million shares of our common stock at a strike price of $45 per share. The closing stock price on the date of grant was $40.30 per share. On April 15, 2008, the Compensation Committee of our Board of Directors approved the grant under our employee stock option plan, effective at the close of business that day, of options to purchase 275,000 shares of our common stock at a strike price of $54 per share. The closing stock price on the date of grant was $48.70 per share. The options vest and become exercisable over a period of up to eight years. Each option will terminate, to the extent not previously exercised, 13 months after the end of the relevant vesting period. No options under either of these grants were vested as of September 30, 2008. Compensation expense equal to the grant date fair value will be recognized for these awards over the vesting period. The stock-based compensation expense for the nine month periods ended September 30, 2008 and 2007 was $2,313 and $1,234, respectively. Unrecognized compensation expense related to outstanding stock options as of September 30, 2008 was $21,410, pre-tax, and is expected to be recognized over a weighted average period of 7.20 years. Any future changes in estimated forefeitures will impact this amount. 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 noted in the following table. The expected life is the most significant assumption as it determines the period for which the risk-free interest rate, volatility, and dividend yield must be applied. The expected life is the average length of time over which the employee groups will exercise their options, which is based on historical experience with similar grants. Expected volatilities are based on the movement of the Company's stock over the most recent historical period equivalent to the expected life of the options. The risk-free interest rate is based on the U.S. Treasury rate over the expected life at the time of grant. The dividend yield is estimated over the expected life based on our current dividend payout, historical dividends paid, and expected future cash dividends. The following table illustrates the assumptions for the options granted in 2007 and 2008. Options Granted April April 2008 2007 Weighted-average expected life of option in years 5.0 4.9 Weighted-average volatility 30.7 % 31.6 % Risk-free interest rate 2.7 % 4.6 % Expected dividend yield 1.0 % 1.0 % Weighted-average grant date fair value of stock option $ 15.50 $ 11.36 The following table presents a reconciliation of the denominators used in the computation of basic and diluted earnings per share related to our employee stock option plan: Nine months ended Three months ended September 30, September 30, 2008 2007 2008 2007 Basic - weighted shares outstanding 148,933 150,878 148,573 150,462 Weighted shares assumed upon exercise of stock options - - - - Diluted - weighted shares outstanding 148,933 150,878 148,573 150,462 Any dilutive impact summarized above would relate to periods when the average market price of our stock exceeded the exercise price of the potentially dilutive option securities then outstanding. (3) Comprehensive Income Comprehensive income and the components of other comprehensive income were as follows: Nine months ended Three months ended September 30, September 30, 2008 2007 2008 2007 Net earnings $ 217,169 176,431 72,909 62,142 Translation adjustment (4,547 ) 11,164 (3,571 ) 4,772 Change in marketable securities 9 (15 ) 2 32 Total comprehensive income $ 212,631 187,580 69,340 66,946 (4) Unrealized Investment Gains and Losses The following tables show the fair value and the gross unrealized gains and losses of our investments. This information is aggregated by the investment category and maturity of the investment. September 30, 2008 Current Non-Current Total Fair Unrealized Fair Unrealized Fair Unrealized Description value gain (loss) value gain (loss) value gain (loss) State and municipal bonds $ 213 - 1,463 (22 ) $ 1,676 (22 ) Certificates of deposit or money market 15 - - - 15 - Total $ 228 - 1,463 (22 ) $ 1,691 (22 ) September 30, 2007 Current Non-Current Total Fair Unrealized Fair Unrealized Fair Unrealized Description value gain (loss) value gain (loss) value gain (loss) Federal mortgage backed security $ 4,299 (15 ) - - $ 4,299 (15 ) State and municipal bonds - - 2,064 - 2,064 - Certificates of deposit or money market 161 - - 161 - Total $ 4,460 (15 ) 2,064 - $ 6,524 (15 ) As was disclosed in our 2007 annual report to shareholders, we classify these securities as available-for-sale. Available-for-sale securities are recorded at fair value based on current market value. Unrealized holding gains and losses on available-for-sale securities are excluded from earnings, but are included in comprehensive income, and are reported as a separate component of stockholders' equity until realized. The unrealized losses on our investments at the end of the periods were caused by interest rate increases. Because the decline in market value is attributable to changes in interest rates and not credit quality and because we have the ability and intent to hold these investments until recovery of the fair value, which may be maturity, we do not consider these investments to be other-than-temporarily impaired at September 30, 2008 and 2007. (5) Operating Leases with Guarantees We lease certain pick-up trucks under operating leases. These leases typically have a 72-month term and include an early buy out clause we generally exercise, thereby giving the leases an effective term of 15-20 months. Certain operating leases for vehicles contain residual value guarantee provisions, which could 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 at lease expiration, of the leases that contain residual value guarantees, is approximately $15,468 at September 30, 2008. We believe the likelihood of funding the guarantee obligation under any provision of the operating lease agreements is remote, except for a $3,132 loss on disposal reserve provided at September 30, 2008. (6) Income Taxes In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN No. 48). This interpretation, which we adopted on January 1, 2007, clarifies the accounting for uncertainty in income taxes recognized in an entity's financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. It prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Implementation of FIN No. 48 on January 1, 2007 resulted in no adjustment to our recorded liability for unrecognized tax benefits. On the date of adoption, our total amount of gross unrecognized tax benefits was $4,676. Included in this liability for unrecognized tax benefits is an immaterial amount for interest and penalties, both of which we classify as a component of income tax expense. During the nine month and three month periods ended September 30, 2008, there were no changes to the total gross unrecognized tax benefits of $5,143. During the nine months ended September 30, 2007, we reduced the $4,676 liability recognized on the date of adoption discussed above by $2,619 ($395 of this was for interest and penalties). This reduction was due to the settlement of certain state jurisdiction tax positions. Fastenal, or one of its subsidiaries, 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 2005, in the case of United States Federal and non-United States examinations, and 2002 in the case of state and local examinations. 0000815556 2008-01-01 2008-09-30 0000815556 2006-12-31 0000815556 2007-01-01 2007-09-30 0000815556 2007-01-01 2007-09-30 0000815556 2007-07-01 2007-09-30 0000815556 2007-09-30 0000815556 2007-12-31 0000815556 2007-12-31 0000815556 2008-01-01 2008-09-30 0000815556 2008-01-01 2008-09-30 0000815556 2008-07-01 2008-09-30 0000815556 2008-09-30 0000815556 2008-09-30 iso4217:USD shares pure EX-100.SCH 3 fast-20080930.xsd XBRL TAXONOMY EXTENSION SCHEMA Notes to Financial Statements link:calculationLink link:presentationLink EX-100.CAL 4 fast-20080930_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-100.LAB 5 fast-20080930_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE EX-100.PRE 6 fast-20080930_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE -----END PRIVACY-ENHANCED MESSAGE-----