Business Context and Reporting Period
Company: Fastenal Company
Filing Type: Form 8-K (Current Report)
Date of Report: July 19, 2024
Reporting Period: This filing addresses a corporate governance event regarding the change of the independent registered public accounting firm for the fiscal year ending December 31, 2025.
Key Financial Metrics
This filing does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The primary material change reported is the replacement of the Company's independent auditor:
- Dismissal: KPMG LLP was dismissed as the independent registered public accounting firm effective immediately following the completion of the audit for the fiscal year ended December 31, 2024.
- Engagement: PricewaterhouseCoopers LLP (PwC) was engaged as the new independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Effective Date: PwC's engagement is effective beginning with the review of the condensed consolidated financial statements for the quarter ending March 31, 2025.
Management Commentary, Risks, and Contingencies
Audit Committee Process: The Audit Committee completed a competitive selection process involving several firms, including the incumbent KPMG.
Disagreements and Reportable Events: The Company stated there were no disagreements with KPMG regarding accounting principles, financial statement disclosures, or auditing scope/procedures during the fiscal years ended December 31, 2023 and 2022, or the subsequent interim period. No "reportable events" occurred.
Audit Opinions: KPMG's audit reports for 2023 and 2022 did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles. The same applies to reports on internal control over financial reporting.
Consultations with New Auditor: The Company confirmed no consultations with PwC regarding accounting principles or audit opinions during the relevant periods prior to this engagement.
Investor Verification Checklist
- Verify the specific date of KPMG's dismissal once the audit for the fiscal year ended December 31, 2024, is finalized and the Form 8-K amendment is filed.
- Review the letter from KPMG (Exhibit 16.1) to confirm their agreement with the Company's statements regarding the absence of disagreements.
- Monitor future filings for the first financial statements reviewed by PwC (Q1 2025) to assess the transition of audit responsibilities.
- Confirm that no undisclosed "reportable events" or disagreements exist by cross-referencing with the Company's most recent 10-K and 10-Q filings.