XNAS:FAST Fastenal Co Quarterly Report 10-Q Filing - 9/30/2012

Effective Date 9/30/2012

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
 
FORM 10-Q
 
 
(Mark One)
ý
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2012, 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
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
2001 Theurer Boulevard
Winona, Minnesota
 
55987-0978
(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)
 
 
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  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files.)    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
 
ý
  
Accelerated Filer
 
¨
 
 
 
 
Non-accelerated Filer
 
¨  (Do not check if a smaller reporting company)
  
Smaller Reporting Company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
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 October 9, 2012
Common Stock, par value $.01 per share
 
296,321,832
 
 
 
 
 




FASTENAL COMPANY
INDEX
 




PART I—FINANCIAL INFORMATION

Item 1.
Financial Statements
 
FASTENAL COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
(Amounts in thousands except share information)
 
(Unaudited)
 
 
 
September 30,
2012
 
December 31,
2011
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
195,603

 
117,676

Marketable securities
27,228

 
27,165

Trade accounts receivable, net of allowance for doubtful accounts of $6,054 and $5,647, respectively
411,033

 
338,594

Inventories
675,828

 
646,152

Deferred income tax assets
13,064

 
16,718

Other current assets
100,134

 
89,833

Total current assets
1,422,890

 
1,236,138

Property and equipment, less accumulated depreciation
483,935

 
435,601

Other assets, net
12,886

 
13,209

Total assets
$
1,919,711

 
1,684,948

Liabilities and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
84,882

 
73,779

Accrued expenses
123,179

 
111,962

Income taxes payable
7,955

 
2,077

Total current liabilities
216,016

 
187,818

Deferred income tax liabilities
39,317

 
38,154

Stockholders’ equity:
 
 
 
Preferred stock, 5,000,000 shares authorized

 

Common stock, 400,000,000 shares authorized, 296,307,832 and 295,258,674 shares issued and outstanding, respectively
2,963

 
2,953

Additional paid-in capital
53,038

 
16,856

Retained earnings
1,589,381

 
1,424,371

Accumulated other comprehensive income
18,996

 
14,796

Total stockholders’ equity
1,664,378

 
1,458,976

Total liabilities and stockholders’ equity
$
1,919,711

 
1,684,948

The accompanying notes are an integral part of the consolidated financial statements.


1


FASTENAL COMPANY AND SUBSIDIARIES
Consolidated Statements of Earnings
(Amounts in thousands except earnings per share)
 
(Unaudited)
 
(Unaudited)
 
Nine months ended
September 30,
 
Three months ended
September 30,
 
2012
 
2011
 
2012
 
2011
Net sales
$
2,376,342

 
2,069,055

 
802,577

 
726,742

Cost of sales
1,152,639

 
992,061

 
388,202

 
349,361

Gross profit
1,223,703

 
1,076,994

 
414,375

 
377,381

Operating and administrative expenses
708,322

 
642,817

 
238,814

 
222,257

(Gain) loss on sale of property and equipment
(266
)
 
183

 
(158
)
 
(101
)
Operating income
515,647

 
433,994

 
175,719

 
155,225

Interest income
357

 
318

 
117

 
94

Earnings before income taxes
516,004

 
434,312

 
175,836

 
155,319

Income tax expense
194,184

 
163,854

 
66,516

 
58,521

Net earnings
$
321,820

 
270,458

 
109,320

 
96,798

Basic net earnings per share
$
1.09

 
0.92

 
0.37

 
0.33

Diluted net earnings per share
$
1.08

 
0.91

 
0.37

 
0.33

Basic weighted average shares outstanding
295,964

 
294,994

 
296,238

 
295,144

Diluted weighted average shares outstanding
297,084

 
295,763

 
297,179

 
295,895

The accompanying notes are an integral part of the consolidated financial statements.


2


FASTENAL COMPANY AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
(Amounts in thousands)
 
(Unaudited)
 
(Unaudited)
 
Nine months ended
September 30,
 
Three months ended
September 30,
 
2012
 
2011
 
2012
 
2011
Net earnings
$
321,820

 
270,458

 
109,320

 
96,798

Other comprehensive income (loss), before tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
4,154

 
(5,295
)
 
4,598

 
(8,016
)
Change in marketable securities
46

 
134

 
56

 
(40
)
Other comprehensive income (loss), before tax
4,200

 
(5,161
)
 
4,654

 
(8,056
)
Income tax (expense) benefit attributable to other comprehensive income
(1,579
)
 
1,946

 
(1,759
)
 
3,037

Other comprehensive income (loss), net of tax
2,621

 
(3,215
)
 
2,895

 
(5,019
)
Comprehensive income
$
324,441

 
267,243

 
112,215

 
91,779

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)
 
Nine months ended
September 30,
 
2012
 
2011
Cash flows from operating activities:
 
 
 
Net earnings
$
321,820

 
270,458

Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
Depreciation of property and equipment
39,153

 
32,441

(Gain) loss on sale of property and equipment
(266
)
 
183

Bad debt expense
7,240

 
6,591

Deferred income taxes
4,817

 
1,134

Stock based compensation
3,450

 
2,925

Excess tax benefits from stock based compensation
(8,957
)
 

Amortization of non-compete agreements
445

 
445

Changes in operating assets and liabilities:
 
 
 
Trade accounts receivable
(79,679
)
 
(97,533
)
Inventories
(29,676
)
 
(60,780
)
Other current assets
(10,301
)
 
(13,848
)
Accounts payable
11,103

 
26,365

Accrued expenses
11,217

 
12,156

Income taxes
14,835

 
18,163

Other
3,895

 
(4,519
)
Net cash provided by operating activities
289,096

 
194,181

 
 
 
 
Cash flows from investing activities:
 
 
 
Purchase of property and equipment
(88,323
)
 
(92,479
)
Proceeds from sale of property and equipment
1,102

 
2,886

Net (increase) decrease in marketable securities
(63
)
 
5,016

(Increase) decrease in other assets
(122
)
 
301

Net cash used in investing activities
(87,406
)
 
(84,276
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Proceeds from exercise of stock options
23,785

 
7,706

Excess tax benefits from stock based compensation
8,957

 
801

Payment of dividends
(156,810
)
 
(150,414
)
Net cash used in financing activities
(124,068
)
 
(141,907
)
 
 
 
 
Effect of exchange rate changes on cash
305

 
(643
)
 
 
 
 
Net increase (decrease) in cash and cash equivalents
77,927

 
(32,645
)
 
 
 
 
Cash and cash equivalents at beginning of period
117,676

 
143,693

Cash and cash equivalents at end of period
$
195,603

 
111,048

 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
Cash paid during each period for income taxes
$
184,166

 
145,358


The accompanying notes are an integral part of the consolidated financial statements.


4

FASTENAL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share and per share information and where otherwise noted)
September 30, 2012 and 2011
(Unaudited)

 
(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, 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, 2011. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-6, Comprehensive Income (Topic 820). This accounting standard update eliminates the option to present components of other comprehensive income as part of the statement of equity and requires the total of comprehensive income, the components of net income, and the components of other comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. It also requires presentation on the face of the financial statements of reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement(s) where the components of net income and the components of other comprehensive income are presented. This accounting standard update became effective beginning in our first quarter of fiscal 2012. In December 2011, the FASB issued ASU No. 2011-12 which indefinitely defers the guidance related to the presentation of reclassification adjustments only. The adoption of this accounting standard update resulted in financial statement presentation changes only.
Stock split – On April 19, 2011, our board of directors declared a two-for-one stock split with respect to our common stock. This stock split became effective at the close of business on May 20, 2011. All historical share and per share amounts in this report have been adjusted to reflect the impact of this stock split.

(2) Marketable Securities
We follow a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to measurements involving unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows:
Level 1 inputs are observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs include other inputs that are directly or indirectly observable in the marketplace.
Level 3 inputs are unobservable inputs which are supported by little or no market activity.
The level in the fair value hierarchy within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety.
 
The following table presents the placement in the fair value hierarchy of assets that are measured at fair value on a recurring basis at period end:
 
September 30, 2012:
Total
 
Level 1
 
Level 2
 
Level 3
Common stock
$
360

 
360

 

 

Government and agency securities
26,868

 
26,868

 

 

Total available-for-sale securities
$
27,228

 
27,228

 

 

 

5

FASTENAL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share and per share information and where otherwise noted)
September 30, 2012 and 2011
(Unaudited)

December 31, 2011:
Total
 
Level 1
 
Level 2
 
Level 3
Common stock
$
320

 
320

 

 

Government and agency securities
26,845

 
26,845

 

 

Total available-for-sale securities
$
27,165

 
27,165

 

 

 
September 30, 2011:
Total
 
Level 1
 
Level 2
 
Level 3
Common stock
$
295

 
295

 

 

Government and agency securities
25,908

 
25,908

 

 

Total available-for-sale securities
$
26,203

 
26,203

 

 

There were no transfers between levels during the three and nine month periods ended September 30, 2012 and 2011.
As of September 30, 2012December 31, 2011, and September 30, 2011, our financial assets that are measured at fair value on a recurring basis consisted of common stock and debt securities. The government and agency securities have a maturity of twelve months.
Marketable securities, all treated as available-for-sale securities at period end, consist of the following:
 
September 30, 2012:
Amortized
cost
 
Gross
unrealized
gains
 
Gross
unrealized
losses
 
Fair value
Common stock
$
197

 
163

 

 
360

Government and agency securities
26,868

 

 

 
26,868

Total available-for-sale securities
$
27,065

 
163

 

 
27,228

 
December 31, 2011:
Amortized
cost
 
Gross
unrealized
gains
 
Gross
unrealized
losses
 
Fair value
Common stock
$
197

 
123

 

 
320

Government and agency securities
26,851

 

 
(6
)
 
26,845

Total available-for-sale securities
$
27,048

 
123

 
(6
)
 
27,165

 
September 30, 2011:
Amortized
cost
 
Gross
unrealized
gains
 
Gross
unrealized
losses
 
Fair value
Common stock
$
198

 
97

 

 
295

Government and agency securities
25,850

 
58

 

 
25,908

Total available-for-sale securities
$
26,048

 
155

 

 
26,203

The unrealized gains and losses recorded in accumulated other comprehensive income and the realized gains and losses recorded in earnings were immaterial during the periods reported in these consolidated financial statements.

(Continued)
6

FASTENAL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share and per share information and where otherwise noted)
September 30, 2012 and 2011
(Unaudited)

Future maturities of our available-for-sale securities consist of the following:
 
 
Less than 12 months
 
Greater than 12 months
September 30, 2012:
Amortized
cost
 
Fair
value
 
Amortized
cost
 
Fair
value
Common stock
$
197

 
360

 

 

Government and agency securities
26,868

 
26,868

 

 

Total available-for-sale securities
$
27,065

 
27,228

 

 

 

(3) Stockholders’ Equity – See note (1) regarding our stock split.
Our authorized and issued shares (share amounts stated in whole numbers) consist of the following:
 
 
Par Value
 
September 30,
2012
 
December 31,
2011
 
September 30,
2011
Preferred Stock
$.01
/share
 
 
 
 
 
 
Shares authorized
 
 
5,000,000

 
5,000,000

 
5,000,000

Shares issued
 
 

 

 

Common Stock
$.01
/share
 
 
 
 
 
 
Shares authorized
 
 
400,000,000

 
400,000,000

 
400,000,000

Shares issued
 
 
296,307,832

 
295,258,674

 
295,203,874

Dividends
On October 10, 2012, our board of directors declared a dividend of $0.21 per share of common stock. This dividend is to be paid in cash on November 26, 2012 to shareholders of record at the close of business on October 29, 2012. Historically, we have paid semi-annual dividends, which were typically paid in the first and third quarters. In 2010 and 2008, we paid a supplemental dividend in the fourth quarter. In 2011, our board of directors declared a semi-annual dividend in January, and then switched to a quarterly dividend in April, July, and October. Our board of directors expect to continue paying quarterly dividends, provided the future determination as to payment of dividends will depend on the financial needs of the Company and such other factors as 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:

 
2012
 
2011
First quarter
$
0.17

 
0.25

Second quarter
$
0.17

 
0.13

Third quarter
$
0.19

 
0.13

Fourth quarter
$
0.21

 
0.14

Total
$
0.74

 
0.65


(Continued)
7

FASTENAL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share and per share information and where otherwise noted)
September 30, 2012 and 2011
(Unaudited)

Stock Options

The following tables summarize the details of grants made under our stock option plan of options that have been granted and are outstanding, and the assumptions used to value these options. All options granted were effective at the close of business on the date of grant.
 
 
 
 
Option
 
Closing
 
 
 
 
 
 
 
exercise
 
stock price
 
September 30, 2012
 
Options
 
(strike)
 
on date
 
Options
 
Options
Date of grant
granted
 
price
 
of grant
 
outstanding
 
vested
April 17, 2012
1,235,000

 
$
54.00

 
$
49.01

 
1,192,500

 

April 19, 2011
410,000

 
$
35.00

 
$
31.78

 
380,000

 

April 20, 2010
530,000

 
$
30.00

 
$
27.13

 
380,000

 

April 21, 2009
790,000

 
$
27.00

 
$
17.61

 
590,000

 

April 15, 2008
550,000

 
$
27.00

 
$
24.35

 
305,167

 
135,167

April 17, 2007
4,380,000

 
$
22.50

 
$
20.15

 
2,328,425

 
1,276,175

Total
7,895,000

 
 
 
 
 
5,176,092

 
1,411,342

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
April 17, 2012
0.9
%
 
5.00
 
1.4
%
 
39.25
%
 
$
13.69

April 19, 2011
2.1
%
 
5.00
 
1.6
%
 
39.33
%
 
$
11.20

April 20, 2010
2.6
%
 
5.00
 
1.5
%
 
39.10
%
 
$
8.14

April 21, 2009
1.9
%
 
5.00
 
1.0
%
 
38.80
%
 
$
3.64

April 15, 2008
2.7
%
 
5.00
 
1.0
%
 
30.93
%
 
$
7.75

April 17, 2007
4.6
%
 
4.85
 
1.0
%
 
31.59
%
 
$
5.63

All of the options in the tables above 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.
 
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 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. Expected volatilities are based on the movement of our stock over the most recent historical period equivalent to the expected life of the option. 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.
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, 2012 and 2011 was $3,450 and $2,925, respectively. Unrecognized compensation expense related to outstanding stock options as of September 30, 2012 was $21,447 and is expected to be recognized over a weighted average period of 4.88 years. Any future changes in estimated forfeitures will impact this amount.

(Continued)
8

FASTENAL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share and per share information and where otherwise noted)
September 30, 2012 and 2011
(Unaudited)

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 calculation because they were anti-dilutive:
 
 
Nine-month period
 
Three-month period
Reconciliation
2012
 
2011
 
2012
 
2011
Basic-weighted average shares outstanding
295,964,359

 
294,994,553

 
296,237,956

 
295,144,175

Weighted shares assumed upon exercise of stock options
1,119,341

 
768,209

 
940,790

 
750,788

Diluted-weighted average shares outstanding
297,083,700

 
295,762,762

 
297,178,746

 
295,894,963

 
 
Nine-month period
 
Three-month period
Summary of anti-dilutive options excluded
2012
 
2011
 
2012
 
2011
Options to purchase shares of common stock
735,675

 
668,791

 
1,578,804

 
818,261

Weighted-average exercise price of options
$54.00
 
$31.85
 
$49.43
 
$32.51
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.
 
(4) Income Taxes
Fastenal, or one of its subsidiaries, files income tax returns in the United States federal jurisdiction, numerous 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 2009 in the case of United States federal and non-United States examinations and 2008 in the case of state and local examinations.
As of September 30, 2012 and 2011, the Company had $4,254 and $4,399, respectively, of liabilities recorded related to unrecognized tax benefits. 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. The Company does not anticipate its total unrecognized tax benefits will change significantly during the next 12 months.

(5) Operating Leases
We lease certain pick-up trucks under operating leases. These leases have a non-cancellable lease term of one year, with renewal options for up to 72 months. The pick-up truck leases include an early buy out clause we generally exercise, thereby giving the leases an effective term of 28-36 months. Certain operating leases for vehicles contain residual value guarantee provisions which would 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 is approximately $48,630. We believe the likelihood of funding the guarantee obligation under any provision of the operating lease agreements is remote, except for a $256 loss on disposal reserve provided at September 30, 2012. Our fleet also contains vehicles we estimate will settle at a gain. Gains on these vehicles will be recognized when we sell or dispose of the vehicle or at the end of the lease term.



(Continued)
9

FASTENAL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share and per share information and where otherwise noted)
September 30, 2012 and 2011
(Unaudited)

(6) Contingencies
In early February 2010, we received a letter from a California fastener supplier dated January 26, 2010. This letter threatened to sue us for an alleged violation of an exclusive distribution arrangement this supplier believes exists between our organizations. In addition to the letter, this supplier provided a press release and a video regarding the claim which they threatened to make public unless we agreed to mediation of the claim. Shortly after receipt of this letter, we performed a preliminary internal review to understand (1) who this supplier was and (2) the nature of our relationship with this supplier. Based on that review, we determined (1) this supplier manufactures a niche type of fastener and (2) the total volume of purchases by us, from all suppliers, over the purported term of the alleged exclusivity arrangement of this niche type of fastener did not exceed $1 million. Following completion of our preliminary internal review, we requested additional information and documentation from the supplier. The supplier’s response failed to provide the requested information and documentation. By letter dated February 26, 2010, we quantified for the supplier our total volume of purchases as discussed above and informed the supplier that we believed their claim was grossly exaggerated and completely unsupported. We have not received any direct response to our February 26, 2010 letter. On May 3, 2010, this supplier filed suit in Arkansas federal court alleging damages. In response, we filed a motion to dismiss. This motion to dismiss was denied on August 16, 2010. We subsequently filed two motions for summary judgment. The first summary judgment motion was partially denied.
On August 24, 2011, the court issued an order granting Fastenal’s second motion for summary judgment in its entirety, the supplier appealed this order on September 8, 2011. On December 16, 2011, the court issued an order granting, in part, Fastenal’s request to recover on its Bill of Costs and Petition for Attorney’s Fees from this supplier, the supplier appealed this order on January 9, 2012. On August 21, 2012, the appeals court issued a ruling affirming the August 24, 2011 and December 16, 2011 orders. The appeals court filed a Mandate order on September 13, 2012 to effectively conclude these proceedings. While we are not required to disclose this matter under the rules of the Securities and Exchange Commission (‘SEC’), we initially disclosed the existence of this threat in February 2010 (in our 2009 annual report on Form 10-K) as we believed our disclosure was prudent due to the alleged amount ($180 million) of the claim and the threat to make these allegations public. The disclosure of these legal proceedings will be omitted from future filings.

(7) Subsequent Events
On October 10, 2012, our board of directors declared a dividend of $0.21 per share. This dividend is discussed in footnote (3) ‘Stockholders’ Equity’.


10


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 consolidated financial statements. (Dollar amounts are stated in thousands except for per share amounts and where otherwise noted.)

BUSINESS AND OPERATIONAL OVERVIEW:
Fastenal is a North American leader in the wholesale distribution of industrial and construction supplies. We distribute these supplies through a network of approximately 2,600 company owned stores. Most of our customers are in the manufacturing and non-residential construction markets. The manufacturing market includes both original equipment manufacturers (OEM) and maintenance and repair operations (MRO). The non-residential construction market includes general, electrical, plumbing, sheet metal, and road contractors. Other users of our product include farmers, ranchers, truckers, railroads, mining companies, federal, state, and local governmental entities, schools, and certain retail trades. Geographically, our stores and customers are primarily located in North America.
In the past decade, we have experienced periods of inflation and deflation related to steel prices (this is meaningful to our business because approximately 50% of our sales consist of some type of fastener – nuts, bolts, screws, etc. – most of which are made of steel). In the period from 2003 to the fall of 2008, we experienced inflation in steel prices, this was most pronounced in 2008. In the fourth quarter of 2008, and throughout much of 2009, we experienced deflation in steel prices. When the swings are dramatic, this can hurt our gross margins because we are selling expensive inventory on the shelf at declining prices. This hurt our gross margins in 2009. The drop in energy costs (this is meaningful to our business because we are a store based distributor with a large trucking fleet) over the same period provided some relief, but it was small in comparison to the impact of the steel deflation. The deflation of 2009 ended and these conditions normalized and allowed our gross margins to recover into a more normal range beginning in 2010. (See later discussion on gross margins.)
Similar to previous quarters, we have included comments regarding several aspects of our business:
(1)
Monthly sales changes, sequential trends, and end market performance – a recap of our recent sales trends and some insight into the activities with different end markets.
(2)
Growth drivers of our business – a recap of how we grow our business.
(3)
Profit drivers of our business – a recap of how we increase our profits.
(4)
Statement of earnings information – a recap of the components of our income statement.
(5)
Operational working capital, balance sheet, and cash flow – a recap of the operational working capital utilized in our business, and the related cash flow.
While reading these items, it is helpful to appreciate several aspects of our marketplace: (1) it’s big, the North American marketplace for industrial supplies is estimated to be in excess of $160 billion per year (and we have expanded beyond North America), (2) no company has a significant portion of this market, (3) many of the products we sell are individually inexpensive, (4) when our customer needs something quickly or unexpectedly our local store is a quick source, and (5) the cost to manage and procure these products can be significant, and (6) the cost to move these products, many of which are bulky, can also be significant.
Our motto is Growth through Customer Service. This is important given the points noted above. We believe in efficient markets – to us, this means we can grow our market share if we provide the greatest value to the customer. We believe our ability to grow is amplified if we can service our customer at the closest economic point of contact.
The concept of growth is simple, find more customers every day and increase your activity with them. However, execution is hard work. First, we recruit service minded individuals to support our customers and their business. Second, we operate in a decentralized fashion to help identify the greatest value for our customers. Third, we build a great machine behind the store to operate efficiently and to help identify new business solutions. Fourth, we do these things every day. Finally, we strive to generate strong profits; these profits produce the cash flow necessary to fund the growth and to support the needs of our customers.



11


SALES GROWTH:
Net sales and growth rates in net sales were as follows:
 
 
Nine-month period
 
Three-month period
 
2012
 
2011
 
2012
 
2011
Net sales
$
2,376,342

 
2,069,055

 
$
802,577

 
726,742

Percentage change
14.9
%
 
22.0
%
 
10.4
%
 
20.4
%
The increase in net sales in the first nine months of 2012 and 2011 came primarily from higher unit sales. Our growth in net sales was impacted by inflationary price changes in our products, but the impact was limited. Our growth in net sales was not meaningfully impacted by the introduction of new products or services, with one exception, our FAST SolutionsSM (industrial vending) initiative did stimulate faster growth (discussed later in this document). The higher unit sales resulted primarily from increases in sales at older store locations (discussed below and again later in this document) and to a lesser degree the opening of new store locations in the last several years. The growth in net sales at the older store locations was due to the growth drivers of our business (discussed later in this document), and in the case of 2011, the moderating impacts of the recessionary environment. The change in currencies in foreign countries (primarily Canada) relative to the United States dollar lowered our daily sales growth rate by 0.3 % in the first nine months of 2012 and increased our daily sales growth rate by 0.9% in the first nine months of 2011. The change in currencies in foreign countries (primarily Canada) relative to the United States dollar lowered our daily sales growth rate by 0.2% in the third quarter of 2012 and increased our daily sales growth by 0.9% in the third quarter of 2011.
Our sales growth of 10.4% in the third quarter of 2012 was impacted by the loss of one business day versus the prior year (63 days versus 64). Our sales growth adjusted to a daily basis was 12.2% in the third quarter of 2012; the calendar change also impacted the sales by store age table below.
The stores opened greater than two years represent a consistent ‘same store’ view of our business (store sites opened as follows: 2012 group – opened 2010 and earlier, and 2011 group – opened 2009 and earlier). However, the impact of the economy is best reflected in the growth performance of our stores opened greater than five years (store sites opened as follows: 2012 group – opened 2007 and earlier, and 2011 group – opened 2006 and earlier) and opened greater than ten years (store sites opened as follows: 2012 group – opened 2002 and earlier, and 2011 group – opened 2001 and earlier). These two groups of stores are more cyclical due to the increased market share they enjoy in their local markets. The daily sales change for each of these groups was as follows:
 
 
Nine-month period
 
Three-month period
 
2012
 
2011
 
2012
 
2011
Store Age
 
 
 
 
 
 
 
Opened greater than 2 years
12.6
%
 
18.0
%
 
9.0
%
 
16.8
%
Opened greater than 5 years
11.6
%
 
17.2
%
 
8.1
%
 
15.6
%
Opened greater than 10 years
9.9
%
 
14.9
%
 
6.6
%
 
13.2
%
Note: The age groups above are measured as of the last day of each respective calendar year.

SALES BY PRODUCT LINE:
The mix of sales from the original fastener product line and from the other product lines was as follows:
 
Nine-month period
 
Three-month period
 
2012
 
2011
 
2012
 
2011
Fastener product line
44.4
%
 
47.3
%
 
43.5
%
 
46.5
%
Other product lines
55.6
%
 
52.7
%
 
56.5
%
 
53.5
%
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%



12


MONTHLY SALES CHANGES, SEQUENTIAL TRENDS, AND END MARKET PERFORMANCE
Note – Daily sales are defined as the sales for the period divided by the number of business days (in the United States) in the period. 
This section focuses on three distinct views of our business – monthly sales changes, sequential trends, and end market performance. The first discussion regarding monthly sales changes provides a good mechanical view of our business based on the age of our stores. The second discussion provides a framework for understanding the sequential trends (that is, comparing a period to the immediately preceding period) in our business. Finally, we believe the third discussion regarding end market performance provides insight into activities with our various types of customers.
MONTHLY SALES CHANGES:
All company sales – During the months in 2012, 2011, and 2010, all of our selling locations, when combined, had daily sales growth rates of (compared to the comparable month in the preceding year):
 
Jan.

Feb.

Mar.

Apr.

May

June

July

Aug.

Sept.

Oct.

Nov.

Dec.

2012
21.3
%
20.0
%
19.3
%
17.3
%
13.1
%
14.0
%
12.1
%
12.0
%
12.9
%
 

 

 

2011
18.8
%
21.5
%
22.8
%
23.2
%
22.6
%
22.5
%
22.4
%
20.0
%
18.8
%
21.4
%
22.2
%
21.2
%
2010
2.4
%
4.4
%
12.1
%
18.6
%
21.1
%
21.1
%
24.4
%
22.1
%
23.5
%
22.4
%
17.9
%
20.9
%
The growth in the first three months of 2012 generally continued the relative strength we saw in 2011 and in most of 2010. The April to June 2012 time frame experienced a reduction in our daily sales growth rate as the market we sell into slowed (see further discussion in sequential trends and end market performance). This slow down continued into the July to September 2012 time frame. The change in currencies in foreign countries (primarily Canada) relative to the United States dollar lowered our daily sales growth rate by 0.3% during the first nine months of 2012 (this lowered growth in the first, second, and third quarters was 0.1%, 0.4%, and 0.2% respectively). This was a sharp contrast to 2011 and 2010, when changes in foreign currencies increased our growth in the first nine months by 0.9% and 0.3%, respectively.
Stores opened greater than two years – Our stores opened greater than two years (store sites opened as follows: 2012 group – opened 2010 and earlier, 2011 group – opened 2009 and earlier, and 2010 group – opened 2008 and earlier) represent a consistent 'same-store' view of our business. During the months in 2012, 2011, and 2010, the stores opened greater than two years had daily sales growth rates of (compared to the comparable month in the preceding year):
 
Jan.

Feb.

Mar.

Apr.

May

June

July

Aug.

Sept.

Oct.

Nov.

Dec.

2012
18.8
%
17.1
%
16.8
%
14.5
%
10.1
%
11.1
%
9.1
%
8.6
%
9.8
%
 

 

 

2011
16.0
%
18.4
%
19.4
%
19.6
%
19.2
%
19.1
%
18.7
%
16.5
%
15.2
%
18.0
%
18.5
%
17.5
%
2010
0.6
%
2.3
%
9.6
%
16.3
%
18.5
%
18.3
%
21.3
%
19.2
%
19.8
%
18.8
%
14.1
%
16.8
%
Stores opened greater than five years – The impact of the economy, over time, is best reflected in the growth performance of our stores opened greater than five years (store sites opened as follows: 2012 group – opened 2007 and earlier, 2011 group – opened 2006 and earlier, and 2010 group – opened 2005 and earlier). This group is more cyclical due to the increased market share they enjoy in their local markets. During the months in 2012, 2011, and 2010, the stores opened greater than five years had daily sales growth rates of (compared to the comparable month in the preceding year):
 
Jan.

Feb.

Mar.

Apr.

May

June

July

Aug.

Sept.

Oct.

Nov.

Dec.

2012
17.4
 %
15.8
 %
15.7
%
13.7
%
9.0
%
10.2
%
8.3
%
7.9
%
8.5
%
 

 

 

2011
15.3
 %
17.9
 %
19.2
%
19.1
%
17.9
%
18.2
%
17.3
%
15.2
%
14.5
%
17.0
%
17.4
%
16.9
%
2010
-2.1
 %
-0.5
 %
7.4
%
14.9
%
17.3
%
16.2
%
19.8
%
18.2
%
18.9
%
17.9
%
13.2
%
16.0
%

13


SEQUENTIAL TRENDS:
We find it helpful to think about the monthly sequential changes in our business using the analogy of climbing a stairway – This stairway has several predictable landings where there is a pause in the sequential gain (i.e. April, July, and October to December), but generally speaking, climbs from January to October. The October landing then establishes the benchmark for the start of the next year.
History has identified these landings in our business cycle. They generally relate to months with impaired business days (certain holidays). The first landing centers on Easter, which alternates between March and April (Easter occurred in April in 2012, 2011, and 2010), the second landing centers on July 4th, and the third landing centers on the approach of winter with its seasonal impact on primarily our construction business and with the Christmas / New Year holidays. The holidays we noted impact the trends because they either move from month-to-month or because they move around during the week.
The table below shows the pattern to our sequential change in our daily sales. The line labeled 'Past' is an historical average of our sequential daily sales change for the period 1998 to 2003. We chose this time frame because it had similar characteristics, a weaker industrial economy in North America, and could serve as a benchmark for a possible trend line. The '2012', '2011', and '2010' lines represent our actual sequential daily sales changes. The '12Delta', '11Delta', and '10Delta' lines indicate the difference between the 'Past' and the actual results in the respective year. 
 
Jan.(1)
Feb.
Mar.
Apr.
May
June
July
Aug.
Sept.
Oct.
Cumulative change
from Jan. to Sept.
Past
0.9
 %
3.3
 %
2.9
%
-0.3
 %
3.4
 %
2.8
 %
-2.3
 %
2.6
 %
2.6
%
-0.7
 %
15.9
 %
 
 
 
 
 
 
 
 
 
 
 
 
2012
-0.3
 %
0.5
 %
6.4
%
-0.8
 %
0.5
 %
2.5
 %
-2.7
 %
1.3
 %
4.3
%
 

12.5
 %
12Delta
-1.2
 %
-2.8
 %
3.5
%
-0.5
 %
-2.9
 %
-0.3
 %
-0.4
 %
-1.3
 %
1.7
%
 

-3.4
 %
 
 
 
 
 
 
 
 
 
 
 
 
2011
-0.2
 %
1.6
 %
7.0
%
0.9
 %
4.3
 %
1.7
 %
-1.0
 %
1.4
 %
3.4
%
0.7
 %
20.8
 %
11Delta
-1.1
 %
-1.7
 %
4.1
%
1.2
 %
0.9
 %
-1.1
 %
1.3
 %
-1.2
 %
0.8
%
1.4
 %
4.9
 %
 
 
 
 
 
 
 
 
 
 
 
 
2010
2.9
 %
-0.7
 %
5.9
%
0.6
 %
4.8
 %
1.7
 %
-1.0
 %
3.5
 %
4.5
%
-1.5
 %
20.8
 %
10Delta
2.0
 %
-4.0
 %
3.0
%
0.9
 %
1.4
 %
-1.1
 %
1.3
 %
0.9
 %
1.9
%
-0.8
 %
4.9
 %
(1)
The January figures represent the percentage change from the previous October, whereas the remaining figures represent the percentage change from the previous month.
A graph of the sequential daily sales change pattern discussed above, starting with a base of '100' in the previous October and ending with the next October, would be as follows:

14


Several observations stand out while viewing the 2012 sequential pattern: (1) The direction of the historical sequential pattern (increased daily sales on a sequential basis in February, March, May, June, August, and September and decreased daily sales on a sequential basis in April and July) has played out each month; however, the cumulative growth in the daily sales from January to September has fallen short of the benchmark figure and of the actual results in 2011 and 2010. (2) The magnitude of the February and May '12Delta' of approximately -2.8% was similar. This fact, as well as the choppiness of the year in general, has caused us to approach the year with a conservative tone. (3) The weakness in the first eight months of 2012 was amplified by changes in foreign currencies (primarily Canada) relative to the U.S. dollar.
END MARKET PERFORMANCE:
Fluctuations in end market business – The sequential trends noted above were directly linked to fluctuations in our end markets. To place this in perspective – approximately 50% of our business has historically been with customers engaged in some type of manufacturing. The daily sales to these customers grew in the first, second, third, and fourth quarters (when compared to the same quarter in the previous year), and for the year, as follows:
 
Q1
 
Q2
 
Q3
 
Q4
 
Annual
2012
20.3
%
 
15.8
%
 
14.0
%
 
 

 
 

2011
15.5
%
 
18.5
%
 
18.3
%
 
21.0
%
 
20.0
%
2010
15.7
%
 
29.8
%
 
30.6
%
 
17.7
%
 
22.4
%
Our manufacturing business consists of two subsets: the industrial production business (this is business where we supply products that become part of the finished goods produced by our customers) and the maintenance portion (this is business where we supply products that maintain the facility or the equipment of our customers engaged in manufacturing). The industrial business is more fastener centered, while the maintenance portion is represented by all product categories. 
In the second and third quarters of 2012, the decrease in the rate of growth was more pronounced in our industrial production business. This is in sharp contrast to the first quarter of 2012 where the growth was more pronounced in the industrial production business, a trend that had also existed in 2011 and 2010. The first quarter and prior quarters were a direct counter to the 2009 contraction, which was more severe in our industrial production business and less severe in the maintenance portion of our manufacturing business.  
The best way to understand the change in our industrial production business is to examine the results in our fastener product line. In the first three months of 2012, the daily sales growth in our fastener product line was approximately 15.4%. This dropped to 10.5%, 6.1%, and 8.6% in April, May, and June, respectively, and averaged 6.0% in the third quarter. By contrast, the best way to understand the change in the maintenance portion of the manufacturing business is to examine the results in our non-fastener product lines. In the first three months of 2012, the daily sales growth in our non-fastener business was approximately 25.1%. This dropped to 24.4%, 19.0%, and 19.6% in April, May, and June, respectively, and averaged 18.0% in the third quarter.
The patterns related to the industrial production business, as noted above, are influenced by the movements noted in the Purchasing Manufacturers Index ('PMI') published by the Institute for Supply Management (http://www.ism.ws/), which is a composite index of economic activity in the manufacturing sector. The PMI in 2012, 2011, and 2010 was as follows:
 
Jan.
Feb.
Mar.
Apr.
May
June
July
Aug.
Sept.
Oct.
Nov.
Dec.
2012
54.1

52.4

53.4

54.8

53.5

49.7

49.8

49.6

51.5

 
 
 
2011
59.9

59.8

59.7

59.7

54.2

55.8

51.4

52.5

52.5

51.8

52.2

53.1

2010
56.7

55.8

59.3

59.0

58.8

56.0

55.7

57.4

56.4

57.0

58.0

57.3

Our non-residential construction customers have historically represented 20% to 25% of our business. The daily sales to these customers grew or contracted in the first, second, third, and fourth quarters (when compared to the same quarter in the previous year), and for the year, as follows:
 
Q1
Q2
Q3
Q4
Annual
2012
17.1
 %
12.7
%
8.2
%
 
 
2011
17.7
 %
15.8
%
15.8
%
17.4
%
17.1
 %
2010
-14.7
 %
0.5
%
6.3
%
10.3
%
-0.3
 %

15


A graph of the sequential daily sales trends to these two end markets in 2012, 2011, and 2010, starting with a base of '100' in the previous October and ending with the next October, would be as follows: 
Manufacturing
Non-Residential Construction

16


GROWTH DRIVERS OF OUR BUSINESS
We grow by continuously adding customers and by increasing the activity with each customer. We believe this growth is enhanced by our close proximity to our customers, which allows us to provide a range of services and product availability that our competitors can't easily match. Historically, we expanded our reach by opening stores at a very fast pace. These openings were initially in the United States, but expanded beyond the United States beginning in the mid 1990's. 
In our first ten years of being public (1987 to 1997), we opened stores at a rate approaching 30% per year.  In the next ten years, we opened stores at an annual rate of approximately 10% to 15% and, over the last five years, at a rate of approximately 3% to 8% (we currently expect approximately 85 stores in 2012, or approximately 3.3%).  As we gained proximity to more customers, we continued to diversify our growth drivers – this was done to provide existing store personnel with more tools to grow their business organically – the results of this are reflected in our earlier discussion on sales growth at stores opened greater than five years. In the early 1990's, we began to expand our product lines, and we added new product knowledge to our bench. This was our first big effort to diversify our growth drivers. The next step began in the mid to late 1990's when we began to add sales personnel with certain specialties or focus. This began with our National Accounts group in 1995, and, over time, has expanded to include individuals dedicated to: (1) sales related to our internal manufacturing division, (2) government sales, (3) internet sales, (4) specific products (most recently metal working), and (5) FAST SolutionsSM (industrial vending).  Another step occurred at our sales locations (this includes Fastenal stores as well as strategic account stores and in-plant locations) and at our distribution centers, and began with a targeted merchandising and inventory placement strategy that included our 'Customer Service Project' approximately ten years ago and our 'Master Stocking Hub' initiative approximately five years ago. This strategy allowed us to better target where to stock certain products (local store, regional distribution center, master stocking hub, or supplier) and allowed us to improve our fulfillment and our ability to serve a broader range of customers.
Our FAST SolutionsSM (industrial vending) operation is a rapidly expanding component of our business.  We believe industrial vending is the next logical chapter in the Fastenal story, we also believe it has the potential to be transformative to industrial distribution, and that we have a 'first mover' advantage. We are investing aggressively to maximize this advantage. At our investor day in May 2011, we discussed our progress with industrial vending. In addition to our discussion regarding progress, we discussed our goals with the rollout of the industrial vending machines. One of the goals we identified related to our rate of 'machine signings' (the first category below) – our goal was simple, sign 2,500+ machines per quarter (or an annualized run rate of 10,000 machines). In 2012, we hit our annual goal of 10,000 machines during July, and the momentum has continued as we finished the third quarter. We intend to continue our aggressive push with industrial vending in 2013 and, to this end, expect to open approximately 50 - 100 stores in 2013, or an annual rate of new store openings of 2% to 4%. In addition, during 2012 we developed plans to (1) reinvigorate our fastener growth and to (2) improve the performance (growth) at under performing locations.
The following table includes some statistics regarding our industrial vending business:
 
 
 
 
Q1
 
Q2
 
Q3
 
Q4
Number of vending machines in 
 
2012
 
4,568

 
4,669

 
5,334

 
 
 contracts signed during the period1
 
2011
 
1,405

 
2,107

 
2,246

 
2,084

 
 
2010
 
257

 
420

 
440

 
792

Cumulative machines installed2
 
2012
 
9,798

 
13,036

 
17,013

 
 
 
 
2011
 
2,659

 
3,867

 
5,642

 
7,453

 
 
2010
 
892

 
1,184

 
1,515

 
1,925

Percent of total net sales to 
 
2012
 
17.8
%
 
20.8
%
 
23.2
%
 
 
 customers with vending machines3
 
2011
 
8.9
%
 
10.5
%
 
13.1
%
 
15.7
%
 
 
2010
 
3.4
%
 
4.6
%
 
6.1
%
 
7.5
%
Daily sales growth to customers
 
2012
 
33.9
%
 
34.3
%
 
32.9
%
 
 
 with vending machines4
 
2011
 
50.6
%
 
43.9
%
 
42.5
%
 
40.7
%
 
 
2010
 
37.4
%
 
54.0
%
 
56.4
%
 
60.2
%
1 
This represents the gross number of machines signed during the quarter, not the number of contracts.
2 
This represents the number of machines installed and dispensing product on the last day of the quarter.
3 
The percentage of total sales (vended and traditional) to customers currently using a vending solution.
4 
The growth in total sales (vended and traditional) to customers currently using a vending solution compared to the

17


comparable period in the preceding year.
We are pleased with the increases in the number of vending machine contracts signed, and with our ability to install machines. We increased our installed machine base by 3,977 machines (17,013 versus 13,036) in the third quarter of 2012, by 1,775 machines (5,642 versus 3,867) in the third quarter of 2011, and by 331 machines (1,515 versus 1,184) in the third quarter of 2010.
PROFIT DRIVERS OF OUR BUSINESS
We grow our profits by continuously working to grow sales and to improve our relative profitability. We also grow our profits by allowing our inherent profitability to shine through – we refer to this as the 'pathway to profit'. The distinction is important. 
We achieve improvements in our relative profitability by increasing our gross margin, by structurally lowering our operating expenses, or both. We advance on the 'pathway to profit' by increasing the average store size (measured in terms of monthly sales), and by allowing the changing store mix to improve our profits. This is best explained by comparing the varying profitability of our 'traditional' stores in the table below. The average store size for the group, and the average age, number of stores, and pre-tax earnings data by store size for the third quarter of 2012, 2011, and 2010, respectively, were as follows:
Sales per Month
 
Average
Age
(Years)
 
Number of
Stores
 
Percentage
of Stores
 
Pre-Tax
Earnings
Percentage
Three months ended September 30, 2012
 
 
 
 
 
 
 
Average store sales = $88,337

$0 to $30,000
 
4.2

 
252

 
9.5
%
 
-14.2
 %
$30,001 to $60,000
 
7.3

 
795

 
30.0
%
 
12.7
 %
$60,001 to $100,000
 
10.0

 
767

 
28.9
%
 
22.2
 %
$100,001 to $150,000
 
12.0

 
420

 
15.8
%
 
25.7
 %
Over $150,000
 
15.1

 
305

 
11.5
%
 
29.4
 %
Strategic Account/Overseas Store
 
 

 
111

 
4.2
%
 
 

Company Total
 
 
 
2,650

 
100.0
%
 
21.9
 %
 
 
 
 
 
 
 
 
 
Three months ended September 30, 2011
 
 
 
 
 
 
 
Average store sales = $82,724

$0 to $30,000
 
3.5

 
319

 
12.4
%
 
-12.6
 %
$30,001 to $60,000
 
7.0

 
816

 
31.8
%
 
13.3
 %
$60,001 to $100,000
 
9.4

 
712

 
27.7
%
 
22.4
 %
$100,001 to $150,000
 
11.7

 
375

 
14.6
%
 
26.5
 %
Over $150,000
 
14.9

 
257

 
10.0
%
 
28.5
 %
Strategic Account/Overseas Store
 
 

 
87

 
3.4
%
 
 

Company Total
 
 
 
2,566

 
100.0
%
 
21.4
 %
 
 
 
 
 
 
 
 
 
Three months ended September 30, 2010
 
 
 
 
 
 
 
Average store sales = $71,603

$0 to $30,000
 
3.8

 
414

 
16.9
%
 
-11.0
 %
$30,001 to $60,000
 
6.8

 
893

 
36.4
%
 
13.2
 %
$60,001 to $100,000
 
9.4

 
590

 
24.1
%
 
22.7
 %
$100,001 to $150,000
 
11.8

 
322

 
13.1
%
 
26.0
 %
Over $150,000
 
15.6

 
163

 
6.6
%
 
27.7
 %
Strategic Account/Overseas Store
 
 

 
71

 
2.9
%
 
 

Company Total
 
 
 
2,453

 
100.0
%
 
20.0
 %
Note – Amounts may not foot due to rounding difference.
When we originally announced the 'pathway to profit' strategy in 2007, our goal was to increase our pre-tax earnings, as a percentage of sales, from 18% to 23%. This goal was to be accomplished by slowly moving the mix from the first three categories ($0 to $30,000, $30,001 to $60,000, and $60,001 to $100,000, these groups represented 76.5% of our store base in the first three months of 2007, the last quarter before we announced the 'pathway to profit') to the last three categories ($60,001 to $100,000, $100,001 to $150,000, and over $150,000, these groups represented 56.3% of our store base in the third quarter of 2012) and by increasing the average store sales to approximately $125,000 per month. The weak economic environment in

18


2009 caused our average store size to decrease, and consequently lowered our level of profitability; however, subsequent to this period we improved our gross margin and structurally lowered our operating expenses. This improvement allowed us to amplify the 'pathway to profit' and effectively lowered the average store size required to hit our 23% goal. Today we believe we can accomplish our 'pathway to profit' goal with an average store size of approximately $100,000 to $110,000 per month.
Note – Dollar amounts in this section are presented in whole dollars, not thousands.
Store Count and Full-Time Equivalent (FTE) Headcount – The table that follows highlights certain impacts on our business of the 'pathway to profit' since its introduction in 2007.  Under the 'pathway to profit' we increased both our store count and our store FTE headcount during 2007 and 2008. However, the rate of increase in store locations slowed and our FTE headcount for all types of personnel was reduced when the economy weakened late in 2008. In the table that follows, we refer to our 'store' net sales, locations, and personnel. When we discuss 'store' net sales, locations, and personnel, we are referring to (1) 'Fastenal' stores and (2) strategic account stores. 'Fastenal' stores are either a 'traditional' store, the typical format in the United States or Canada, or an 'overseas' store, which is the typical format outside the United States and Canada. This is discussed in greater detail in our 2011 annual report on Form 10-K. Strategic account stores are stores that are focused on selling to a group of large customers in a limited geographic market. The sales, outside of our 'store' group, relate to either (1) our in-plant locations, (2) the portion of our internally manufactured product that is sold directly to a customer and not through a store (including our Holo-Krome business acquired in December 2009), or (3) our direct import business. 
The breakdown of our sales, the average monthly sales per store, the number of stores at quarter end, the average headcount at our stores during a quarter, the average FTE headcount during a quarter, and the percentage change were as follows for the first quarter of 2007 (the last completed quarter before we began the 'pathway to profit'), for the third quarter of 2008 (our peak quarter before the economy weakened), and for each of the last five quarters:
 
 
Q1
2007
 
Q3
2008
 
Q3
2011
 
Q4
2011
 
Q1
2012
 
Q2
2012
 
Q3
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total net sales reported
 
$489,157
 
$625,037
 
$726,742
 
$697,804
 
$768,875
 
$804,890
 
$802,577
Less: Non-store sales (approximate)
 
40,891
 
57,267
 
88,500
 
86,737
 
92,459
 
98,735
 
100,124
Store net sales (approximate)
 
$448,266
 
$567,770
 
$638,242
 
$611,067
 
$676,416
 
$706,155
 
$702,453
% change since Q1 2007
 
 
 
26.7
 %
 
42.4
%
 
36.3
%
 
50.9
%
 
57.5
%
 
56.7
 %
% change (twelve months)
 
 
 
17.5
 %
 
21.1
%
 
21.0
%
 
20.2
%
 
14.6
%
 
10.1
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of sales through a store
 
92
%
 
91
 %
 
88
%
 
88
%
 
88
%
 
88
%
 
88
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average monthly sales per store
 
$72
 
$82
 
$83
 
$79
 
$86
 
$89
 
$88
  (using ending store count)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
% change since Q1 2007
 
 

 
13.9
 %
 
15.3
%
 
9.7
%
 
19.4
%
 
23.6
%
 
22.2
 %
% change (twelve months)
 
 

 
9.3
 %
 
15.3
%
 
16.2
%
 
16.2
%
 
11.3
%
 
6.0
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

19


 
 
Q1
2007
 
Q3
2008
 
Q3
2011
 
Q4
2011
 
Q1
2012
 
Q2
2012
 
Q3
2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Store locations - quarter end count
 
2,073
 
2,300
 
2,566
 
2,585
 
2,611
 
2,635
 
2,650
% change since Q1 2007
 
 
 
11.0
 %
 
23.8
%
 
24.7
%
 
26.0
%
 
27.1
%
 
27.8
 %
% change (twelve months)
 
 
 
7.2
 %
 
4.6
%
 
3.8
%
 
3.5
%
 
3.0
%
 
3.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Store personnel - absolute headcount
 
6,849
 
9,123
 
10,057
 
10,328
 
10,486
 
10,637
 
10,604
% change since Q1 2007
 
 
 
33.2
 %
 
46.8
%
 
50.8
%
 
53.1
%
 
55.3
%
 
54.8
 %
% change (twelve months)
 
 
 
17.9
 %
 
16.4
%
 
14.1
%
 
12.2
%
 
9.3
%
 
5.4
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Store personnel - FTE
 
6,383
 
8,280
 
8,629
 
8,684
 
8,900
 
9,126
 
9,244
Non-store selling personnel - FTE
 
616
 
599
 
920
 
953
 
998
 
1,054
 
1,066
Sub-total of all sales personnel - FTE
 
6,999
 
8,879
 
9,549
 
9,637
 
9,898
 
10,180
 
10,310
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution personnel-FTE
 
1,646
 
1,904
 
1,830
 
1,820
 
1,815
 
1,881
 
1,887
Manufacturing personnel - FTE 1
 
316
 
340
 
513
 
516
 
527
 
545
 
544
Administrative personnel-FTE
 
767
 
805
 
811
 
796
 
796
 
794
 
808
Sub-total of non-sales personnel - FTE
 
2,729
 
3,049
 
3,154
 
3,132
 
3,138
 
3,220
 
3,239
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total - average FTE headcount
 
9,728
 
11,928
 
12,703
 
12,769
 
13,036
 
13,400
 
13,549
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
% change since Q1 2007
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Store personnel - FTE
 
 
 
29.7
 %
 
35.2
%
 
36.0
%
 
39.4
%
 
43.0
%
 
44.8
 %
Non-store selling personnel - FTE
 
 
 
-2.8
 %
 
49.4
%
 
54.7
%
 
62.0
%
 
71.1
%
 
73.1
 %
Sub-total of all sales personnel - FTE
 
 
 
26.9
 %
 
36.4
%
 
37.7
%
 
41.4
%
 
45.4
%
 
47.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distribution personnel-FTE
 
 
 
15.7
 %
 
11.2
%
 
10.6
%
 
10.3
%
 
14.3
%
 
14.6
 %
Manufacturing personnel-FTE 1
 
 
 
7.6
 %
 
62.3
%
 
63.3
%
 
66.8
%
 
72.5
%
 
72.2
 %
Administrative personnel-FTE
 
 
 
5.0
 %
 
5.7
%
 
3.8
%
 
3.8
%
 
3.5
%
 
5.3
 %
Sub-total of non-sales personnel - FTE
 
 
 
11.7
 %
 
15.6
%
 
14.8
%
 
15.0
%
 
18.0
%
 
18.7
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total - average FTE headcount
 
 

 
22.6
 %
 
30.6
%
 
31.3
%
 
34.0
%
 
37.7
%
 
39.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
% change (twelve months)
 
 
 
 

 
 

 
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