-----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, N6cwUCRhNwYf1oWvOJzk4lopB5Cb6Aa/ZfNe+4Srd73GGy+o31NEnQZyvsvENWne AYo2d+/SCQYBjvAIzdkpvA== 0000726958-99-000015.txt : 19991215 0000726958-99-000015.hdr.sgml : 19991215 ACCESSION NUMBER: 0000726958-99-000015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19991031 FILED AS OF DATE: 19991214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASEYS GENERAL STORES INC CENTRAL INDEX KEY: 0000726958 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CONVENIENCE STORES [5412] IRS NUMBER: 420935283 STATE OF INCORPORATION: IA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-12788 FILM NUMBER: 99774124 BUSINESS ADDRESS: STREET 1: P.O. BOX 3001 CITY: ANKENY STATE: IA ZIP: 50021 BUSINESS PHONE: 5152437611 MAIL ADDRESS: STREET 1: PO BOX 3001 CITY: ANKENY STATE: IA ZIP: 50026 10-Q 1 FORM 10Q OCTOBER 31, 1999 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Fiscal Quarter Ended October 31, 1999 Commission File Number 0-12788 CASEY'S GENERAL STORES, INC. (Exact name of registrant as specified in its charter) IOWA 42-0935283 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) ONE CONVENIENCE BOULEVARD, ANKENY, IOWA (Address of principal executive offices) 50021 (Zip Code) (515) 965-6100 (Registrant's telephone number, including area code) NONE (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 latest practicable date. Common Stock, No Par Value 52,739,462 shares (Class) (Outstanding at December 1, 1999) CASEY'S GENERAL STORES, INC. INDEX Page PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements. Consolidated condensed balance sheets - October 31, 1999 and April 30, 1999 2 Consolidated condensed statements of income - three and six months ended October 31, 1999 and 1998 4 Consolidated condensed statements of cash flows - six months ended October 31, 1999 and 1998 5 Notes to consolidated condensed financial statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 7 PART II - OTHER INFORMATION Item 1. Legal Proceedings. 12 Item 4. Submission of Matters to a Vote of Security Holders. 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K. 14 SIGNATURE 16 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) October 31, 1999 April 30, (Unaudited) 1999
ASSETS Current assets: Cash and cash equivalents $ 13,508 5,935 Short-term investments 9,648 8,800 Receivables 3,666 2,822 Inventories 51,961 47,204 Prepaid expenses 5,588 5,446 ------- ------ Total current assets 84,371 70,207 ------- ------ Long-term investments 5,004 6,640 Other assets 1,436 1,469 Property and equipment, net of accumulated depreciation October 31, 1999, $229,131 April 30, 1999, $212,383 519,147 484,544 ------- ------- $609,958 562,860 ------- -------
See notes to consolidated condensed financial statements. CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Continued) (Dollars in Thousands) October 31, 1999 April 30, (Unaudited) 1999 ---------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable $ 15,500 7,400 Current maturities of long-term debt 9,293 9,352 Accounts payable 54,335 44,227 Accrued expenses 19,618 20,383 Income taxes payable 5,135 2,457 ------ ------ Total current liabilities 103,881 83,819 ------- ------ Long-term debt, net of current maturities 119,731 122,513 ------- ------- Deferred income taxes 55,150 51,650 ------- ------- Deferred compensation 3,308 3,010 ------- ------- Shareholders' equity Preferred stock, no par value --- --- Common Stock, no par value 67,626 67,338 Retained earnings 260,262 234,530 ------- ------- Total shareholders' equity 327,888 301,868 ------- ------- $609,958 562,860 ------- -------
See notes to consolidated condensed financial statements. CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (Dollars in Thousands, except per share amounts) Three Months Ended Six Months Ended October 31, October 31, 1999 1998 1999 1998 ---- ---- ---- ----
Net sales $412,752 322,370 799,946 654,816 Franchise revenue 1,431 1,395 2,945 2,879 ------- ------- ------- ------- 414,183 323,765 802,891 657,695 ------- ------- ------- ------- Cost of goods sold 327,769 245,411 630,471 503,859 Operating expenses 54,857 48,141 106,437 93,842 Depreciation and amortization 9,406 8,445 18,501 16,517 Interest, net 1,988 1,565 3,990 3,279 ------- ------- ------- ------- 394,020 303,562 759,399 617,497 ------- ------- ------- ------- 20,163 20,203 43,492 40,198 Federal and state income taxes 7,501 7,576 16,179 15,074 ------- ------- ------- ------- Net income $ 12,662 12,627 27,313 25,124 -------- ------- ------- ------- Earnings per common share Basic $ .24 .24 .52 .48 -------- ------- ------- ------- Diluted $ .24 .24 .52 .48 -------- ------- ------- -------
See notes to consolidated condensed financial statements. CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in Thousands) Six Months Ended October 31, 1999 1998
Cash flows from operations: Net income $ 27,313 25,124 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 18,501 16,517 Deferred income taxes 3,500 3,000 Changes in assets and liabilities: Receivables (844) (714) Inventories (4,757) (3,318) Prepaid expenses (142) (296) Accounts payable 10,108 3,923 Accrued expenses (765) 1,062 Income taxes payable 2,678 573 Other, net 1,511 800 ------ ------- Net cash provided by operations 57,103 46,671 ------ ------ Cash flows from investing: Purchase of property and equipment (54,332) (55,368) Purchase of investments (2,747) (1,295) Sale of investments 3,583 1,762 ------ ------ Net cash used in investing activities (53,496) (54,901) ------ ------ Cash flows from financing: Payments on long-term debt (2,841) (2,844) Net activity of short-term debt 8,100 18,450 Proceeds from exercise of stock options 288 878 Payment of cash dividends (1,581) (1,578) ------- ------ Net cash provided by financing activities 3,966 14,906 ------ ------ Net increase in cash and cash equivalents 7,573 6,676 Cash and cash equivalents at beginning of the period 5,935 4,022 ----- ----- Cash and cash equivalents at end of the period $ 13,508 10,698 ------- ------
See notes to consolidated condensed financial statements. CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES NOTES TO (UNAUDITED) CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. The accompanying consolidated condensed financial statements include the accounts and transactions of the Company and its wholly-owned subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation. 2. The accompanying consolidated condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Although management believes that the disclosures are adequate to make the information presented not misleading, it is suggested that these interim consolidated condensed financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto. In the opinion of management, the accompanying consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of October 31, 1999, and the results of operations for the six and three months ended October 31, 1999 and 1998, and changes in cash flows for the six months ended October 31, 1999 and 1998. 3. The Company's financial condition and results of operations are affected by a variety of factors and business influences, certain of which are described in the Cautionary Statement Relating to Forward-Looking Statements filed as Exhibit 99 to the Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 1997. These interim consolidated condensed financial statements should be read in conjunction with that Cautionary Statement. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Financial Condition and Results of Operations (Dollars in Thousands) Casey's derives its revenue from the retail sale of food (including freshly prepared foods such as pizza, donuts and sandwiches), beverages and non-food products such as health and beauty aids, tobacco products, automotive products and gasoline by Company stores and from the wholesale sale of certain grocery and general merchandise items and gasoline to franchised stores. The Company also generates revenues from continuing monthly royalties based on sales by franchised stores, sign and facade rental fees and the provision of certain maintenance, transportation and construction services to the Company's franchisees. A typical store is generally not profitable for its first year of operation due to start-up costs and will usually attain representative levels of sales and profits during its second or third year of operation. Due to the nature of the Company's business, most sales are for cash, and cash provided by operations is the Company's primary source of liquidity. The Company finances its inventory purchases primarily from normal trade credit aided by the relatively rapid turnover of inventory. This turnover allows the Company to conduct its operations without large amounts of cash and working capital. As of October 31, 1999, the Company's ratio of current assets to current liabilities was .81 to 1. The ratio at October 31, 1998 and April 30, 1999, was .56 to 1 and .84 to 1, respectively. Management believes that the Company's current bank lines of credit, together with cash flow from operations, will be sufficient to satisfy the working capital needs of its business. Net cash provided by operations increased $10,432 (22.4%) in the six months ended October 31, 1999 from the comparable period in the prior year, primarily as a result of a large increase in accounts payable. Cash flows from investing in the six months ended October 31, 1999 remained fairly constant. Cash flows from financing decreased, primarily as a result of a smaller increase in short-term debt. Cash used in investing activities is expected to increase as a result of the anticipated growth in capital expenditures. Capital expenditures represent the single largest use of Company funds. Management believes that by reinvesting in Company stores, the Company will be better able to respond to competitive challenges and increase operating efficiencies. During the first six months of fiscal 2000, the Company expended $54,332 for property and equipment, primarily for the construction and remodeling of Company stores, compared to $55,368 for the comparable period in the prior year. The Company anticipates expending approximately $105,000 in fiscal 2000 for construction and remodeling of Company stores, primarily from funds generated by operations, existing cash and short- term investments. As of October 31, 1999, the Company had long-term debt of $119,731, consisting of $12,750 in principal amount of 7.70% Senior Notes, $30,000 in principal amount of 7.38% Senior Notes, $14,400 in principal amount of 6.55% Senior Notes, $50,000 in principal amount of Senior Notes, Series A through Series F, with interest rates ranging from 6.18% to 7.23%, $8,143 of mortgage notes payable, and $4,438 of capital lease obligations. Interest on the 7.70% Senior Notes is payable on the 15th day of each month at the rate of 7.70% per annum. Principal of the 7.70% Senior Notes matures in forty quarterly installments beginning March 15, 1995. The Company may prepay the 7.70% Senior Notes in whole or in part at any time in an amount of not less than $1,000 or integral multiples of $100 in excess thereof at a redemption price calculated in accordance with the Note Agreement dated as of February 1, 1993 between the Company and the purchasers of the 7.70% Senior Notes. Interest on the 7.38% Senior Notes is payable semi-annually on the 28th day of June and December in each year, commencing June 28, 1996, and at maturity, at the rate of 7.38% per annum. The 7.38% Senior Notes mature on December 28, 2020, with prepayments of principal commencing December 28, 2010 and ending June 28, 2020, inclusive, with the remaining principal payable at maturity on December 28, 2020. The Company may prepay the 7.38% Senior Notes in whole or in part at any time in an amount not less than $1,000 or integral multiples of $100 in excess thereof at a redemption price calculated in accordance with the Note Agreement dated as of December 1, 1995 between the Company and Principal Mutual Life Insurance Company, as the purchaser of the 7.38% Senior Notes. Interest on the 6.55% Senior Notes is payable quarterly on the 18th day of March, June, September and December of each year, commencing March 18, 1998, and at maturity, at the rate of 6.55% per annum. Principal of the 6.55% Senior Notes matures in five annual installments commencing December 18, 1999. The Company may prepay the 6.55% Senior Notes in whole or in part at any time in an amount of not less than $1,000 or integral multiples of $100 in excess thereof at a redemption price calculated in accordance with the Note Agreement dated as of December 1, 1997 between the Company and the Purchasers of the 6.55% Senior Notes. Interest on the 6.18% to 7.23% Senior Notes, Series A through Series F, is payable on the 23rd day of each April and October. Principal of the 6.18% to 7.23% Senior Notes, Series A through Series F, matures in various installments beginning April 23, 2004. The Company may prepay the 6.18% to 7.23% Senior Notes, Series A through Series F, in whole or in part at any time in an amount of not less than $1,000 or integral multiples of $100 in excess thereof at a redemption price calculated in accordance with the Note Agreement dated as of April 15, 1999 between the Company and the purchasers of the 6.18% to 7.23% Senior Notes, Series A through Series F. To date, the Company has funded capital expenditures primarily from the proceeds of the sale of Common Stock, issuance of the 6-1/4% Convertible Subordinated Debentures (which were converted into shares of Common Stock in 1994), the Senior Notes, a mortgage note, and through funds generated from operations. Future capital needs required to finance operations, improvements and the anticipated growth in the number of Company stores are expected to be met from cash generated by operations, existing cash, investments and additional long-term debt or other securities as circumstances may dictate, and are not expected to adversely affect liquidity. The United States Environmental Protection Agency and several states, including Iowa, have established requirements for owners and operators of underground gasoline storage tanks (USTs) with regard to (i) maintenance of leak detection, corrosion protection and overfill/spill protection systems; (ii) upgrade of existing tanks; (iii) actions required in the event of a detected leak; (iv) prevention of leakage through tank closings; and (v) required gasoline inventory recordkeeping. Since 1984, new Company stores have been equipped with non-corroding fiberglass USTs, including many with double- wall construction, over-fill protection and electronic tank monitoring, and the Company has an active inspection and renovation program with respect to its older USTs. The Company currently has 2,214 USTs, of which 1,904 are fiberglass and 310 are steel. Management of the Company currently believes that substantially all capital expenditures for electronic monitoring, cathodic protection and overfill/spill protection to comply with the existing UST regulations has been completed. Additional regulations, or amendments to the existing UST regulations, could result in future expenditures. Several of the states in which the Company does business have trust fund programs with provisions for sharing or reimbursing corrective action or remediation costs incurred by UST owners, including the Company. In each of the years ended April 30, 1999 and 1998, the Company spent approximately $516 and $502, respectively, for assessments and remediation. During the six months ended October 31, 1999, the Company expended approximately $232 for such purposes. Substantially all of these expenditures have been submitted for reimbursement from state-sponsored trust fund programs and as of October 31, 1999, approximately $4,600 has been received from such programs since their inception. Such amounts are typically subject to statutory provisions requiring repayment of the reimbursed funds for noncompliance with upgrade provisions or other applicable laws. The Company has accrued a liability at October 31, 1999 of approximately $500 for estimated expenses related to anticipated corrective actions or remediation efforts, including relevant legal and consulting costs. Management believes the Company has no material joint and several environmental liability with other parties. THREE MONTHS ENDED OCTOBER 31, 1999 COMPARED TO THREE MONTHS ENDED OCTOBER 31, 1998 (DOLLARS AND AMOUNTS IN THOUSANDS) Net sales for the second quarter of fiscal 2000 increased by $90,382 (28%) over the comparable period in fiscal 1999. Retail gasoline sales increased by $86,446 (28.7%) as the number of gallons sold increased by 21,417 (12.2%) while the average retail price per gallon increased 19.1%. During this same period, retail sales of grocery and general merchandise increased by $29,123 (22.3%) due to the addition of 82 new Company Stores and a greater number of stores in operation for at least three years. Cost of goods sold as a percentage of net sales was 79.4% for the second quarter of fiscal 2000, compared to 76.1% for the comparable period in the prior year. The gross profit margins on retail gasoline sales decreased (8.6%) during the second quarter of fiscal 2000 from the second quarter of the prior year (11.5%) due to the increase in wholesale gasoline costs during the quarter. The gross profit margin per gallon also decreased (to $.0992) in the second quarter of fiscal 2000 from the comparable period in the prior year ($.1118). The gross profits on retail sales of grocery and general merchandise also decreased (to 38.5%) from the comparable period in the prior year (41.3%), primarily due to the increase in the wholesale cigarette costs and the more competitive retail environment for cigarette sales. Operating expenses as a percentage of net sales were 13.3% for the second quarter of fiscal 2000 compared to 14.9% for the comparable period in the prior year. The decrease in operating expenses as a percentage of net sales was caused by an increase in the average retail price per gallon of gasoline sold (19.1%). Net income increased by $35 (0.3%). The increase in net income was attributable primarily to the increase in retail sales of grocery and general merchandise, an increase in the number of gallons of gasoline sold and an increased number of stores in operation for at least three years. However, these increases were substantially offset by the decreases in gross profit margins. SIX MONTHS ENDED OCTOBER 31, 1999 COMPARED TO SIX MONTHS ENDED OCTOBER 31, 1998 (DOLLARS AND AMOUNTS IN THOUSANDS) Net sales for the first six months of fiscal 2000 increased by $145,130 (22.2%) over the comparable period in fiscal 1999. Retail gasoline sales increased by $85,384 (24.4%) as the number of gallons sold increased by 40,954 (11.6%) and the average retail price per gallon increased 11.5%. During this same period, retail sales of grocery and general merchandise increased by $52,262 (19.8%) due to the addition of 82 new Company stores and a greater number of stores in operation for at least three years. Cost of goods sold as a percentage of net sales was 78.8% for the first six months of fiscal 2000 compared to 76.9% for the comparable period in the prior year. This result occurred because the gross profit margins on retail gasoline sales decreased (8.9%) during the first six months of fiscal 2000 from the comparable period in the prior year (10.8%) due to the increase in wholesale gasoline costs during the period. The gross profit margin per gallon also decreased in the first six months of fiscal 2000 (to $.0989) from the comparable period in the prior year ($.1072). The gross profits on retail sales of grocery and general merchandise also decreased (to 38.8%) from the comparable period in the prior year (40.6%), primarily due to the increase in the wholesale cigarette costs and the more competitive retail environment for cigarette sales. Operating expenses as a percentage of net sales were 13.3% for the first six months of fiscal 2000 compared to 14.3% during the comparable period in the prior year. The decrease in operating expenses as a percentage of net sales was caused primarily by an increase in the average retail price per gallon of gasoline sold (11.5%). Net income increased by $2,189 (8.7%). The increase in net income was attributable primarily to the increase in retail sales of grocery and general merchandise, an increase in the number of gallons of gasoline sold, and an increased number of stores in operation at least three years. However, these increases were partially offset by the decreases in gross profit margins. YEAR 2000 Management has substantially completed its "Year 2000" efforts to prepare the Company's information technology systems (including hardware, software and application programs) for year 2000 compliance. The Company expects to see little direct impact on its operations given the nature of the business and the Company's business relationships, the corrective steps taken to date and the contingency plans put in place throughout 1999. All necessary expenditures, which are not expected to be material (including internal staff and consulting costs), will be funded through operating cash flow. The Company also is continuing to analyze and work cooperatively with third parties having systems upon which the Company must rely, and developing contingency plans with respect thereto, but cannot give any assurances that the systems of such other parties will be year 2000 compliant on a timely basis. Systems operated by others which the Company would use and/or rely upon include those of banking institutions and telephone companies, as well as vendor and franchisee workstations and product ordering systems. The Company's business and financial condition and/or results of operations could be materially adversely affected by the failure of its systems and applications or those operated by such other third parties. CAUTIONARY STATEMENT The foregoing Management's Discussion and Analysis of Financial Condition and Results of Operations contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent the Company's expectations or beliefs concerning future events, including (i) any statements regarding future sales and gross profit percentages, (ii) any statements regarding the continuation of historical trends and (iii) any statements regarding the sufficiency of the Company's cash balances and cash generated from operations and financing activities for the Company's future liquidity and capital resource needs. The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, including, without limitations, the factors described in the Cautionary Statement Relating to Forward-Looking Statements included as Exhibit 99 to the Form 10-Q for the fiscal quarter ended January 31, 1997. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. The Company from time to time is a party to legal proceedings arising from the conduct of its business operations, including proceedings relating to personal injury and employment claims, environmental remediation or contamination, disputes under franchise agreements and claims by state and federal regulatory authorities relating to the sale of products pursuant to state or federal licenses or permits. Management does not believe that the potential liability of the Company with respect to such other proceedings pending as of the date of this Form 10-Q is material in the aggregate. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. At the Annual Meeting of shareholders held on September 17, 1999, seven directors were elected for a term of one year. Each of the nominees so elected previously has served as a director of the Company. The votes cast or withheld for each nominee were as follows: Number of Shares Number of Shares That Withheld Name Voting For Authority ---- ---------------- -------------
Donald F. Lamberti 46,187,580 943,156 John R. Fitzgibbon 46,478,433 652,303 Ronald M. Lamb 46,192,926 937,810 Patricia Clare Sullivan 46,456,756 673,980 John G. Harmon 46,185,872 944,864 Kenneth H. Haynie 46,161,203 969,533 John P. Taylor 46,495,129 635,607
ITEM 5. OTHER INFORMATION. On November 30, 1999, the Board of Directors of the Company approved a $30 million open-market share repurchase program to acquire shares of the Company's Common Stock. The share repurchases will be made from time to time over the next six months in compliance with SEC Rule 10b-18. The program may be suspended at the Company's discretion and is not in response to any other offer for the Company's shares. As of December 13, 1999, the Company had repurchased 945,000 shares of Common Stock at an average price of $10.42 per share. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) The following exhibits are filed with this Report or, if so indicated, incorporated by reference: Exhibit No. Description ------- ----------- 4.2 Rights Agreement dated as of June 14, 1989 between Casey's General Stores, Inc. and United Missouri Bank of Kansas City, N.A., as Rights Agent(a) and amendments thereto (b),(c),(d),(i),(j) 4.3 Note Agreement dated as of February 1, 1993 between Casey's General Stores, Inc. and Principal Mutual Life Insurance Company and Nippon Life Insurance Company of America (e) and First Amendment thereto (f) 4.4 Note Agreement dated as of December 1, 1995 between Casey's General Stores, Inc. and Principal Mutual Life Insurance Company (f) 4.5 Note Agreement dated as of December 1, 1997 among the Company and Principal Mutual Life Insurance Company, Nippon Life Insurance Company of America and TMG Life Insurance Company (g) 4.6 Note Agreement dated as of April 15, 1999 among Casey's General Stores, Inc. and other purchasers of the 6.18% to 7.23% Senior Notes, Series A through F (i) 11 Statement regarding computation of per share earnings 27 Financial Data Schedule 99 Cautionary Statement Relating to Forward-Looking Statements (h) (a) Incorporated by reference from the Registration Statement on Form 8-A (0- 12788) filed June 19, 1989 relating to Common Share Purchase Rights. (b) Incorporated by reference from the Form 8 (Amendment No. 1 to the Registration Statement on Form 8-A filed June 19, 1989) filed September 10, 1990. (c) Incorporated by reference from the Form 8-A/A (Amendment No. 3 to the Registration Statement on Form 8-A filed June 19, 1989) filed March 30, 1994. (d) Incorporated by reference from the Form 8-A12G/A (Amendment No. 2 to the Registration Statement on Form 8-A filed June 19, 1989) filed July 29, 1994. (e) Incorporated by reference from the Current Report on Form 8-K filed February 18, 1993. (f) Incorporated by reference from the Current Report on Form 8-K filed January 11, 1996. (g) Incorporated by reference from the Current Report on Form 8-K filed January 7, 1998. (h) Incorporated by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 1997. (i) Incorporated by reference from the Current Report on Form 8-K filed May 10, 1999. (j) Incorporated by reference from the Current Report on Form 8-K filed September 27, 1999. (b) On September 27, 1999, the Company filed a Current Report on Form 8-K with respect to the approval of a Fourth Amendment to Rights Agreement dated as of September 17, 1999 between the Company and UMB Bank, n.a., as Rights Agent. SIGNATURE 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. CASEY'S GENERAL STORES, INC. Date: December 14, 1999 By: /s/ John G. Harmon -------------------- John G. Harmon, Secretary/Treasurer (Authorized Officer and Principal Financial Officer) EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- 11 Statement regarding computation 21 of per share earnings 27 Financial Data Schedule 23 EX-11 2 COMPUTATION OF PER SHARE EARNINGS Exhibit 11 CASEY'S GENERAL STORES, INC. Computation of Per Share Earnings (Dollars in Thousands, Except Share and Per Share Amounts) Three Months Ended October 31, 1999 1998 ---- ----
Basic earnings per share Weighted average number of shares outstanding 52,737,129 52,648,329 ---------- ---------- Net income $ 12,662 12,627 ---------- --------- Basic earnings per common share $ .24 .24 ---------- --------- Diluted earnings per share Weighted average number of common shares: Weighted average number of shares outstanding 52,737,129 52,648,329 Shares applicable to stock options 236,262 210,091 ---------- ---------- 52,973,391 52,858,420 ---------- ---------- Net Income $ 12,662 12,627 ---------- ---------- Diluted earnings per common share $ .24 .24 ----------- ----------
Exhibit 11 CASEY'S GENERAL STORES, INC. Computation of Per Share Earnings (Dollars in Thousands, Except Share and Per Share Amounts) Six Months Ended October 31, 1999 1998 ---- ----
Basic earnings per share Weighted average number of shares outstanding 52,727,645 52,626,587 ---------- ---------- Net income $ 27,313 25,124 ---------- ---------- Basic earnings per common share $ .52 .48 ---------- ---------- Diluted earnings per share Weighted average number of common shares: Weighted average number of shares outstanding 52,727,645 52,626,587 Shares applicable to stock options 248,372 219,544 ---------- ---------- 52,976,017 52,846,131 ---------- ---------- Net Income $ 27,313 25,124 ---------- ---------- Diluted earnings per common share $ .52 .48 ---------- ----------
EX-27 3 FDS OCTOBER 31, 1999
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED OCTOBER 31, 1999 OF CASEY'S GENERAL STORES, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000726958 CASEY'S GENERAL STORES, INC. 1,000 U.S. DOLLARS 6-MOS APR-30-2000 MAY-01-1999 OCT-31-1999 1 13,508 9,648 3,666 0 51,961 84,371 748,278 229,131 609,958 103,881 119,731 0 0 67,626 260,262 609,958 799,946 802,891 630,471 630,471 124,938 0 3,990 43,492 16,179 27,313 0 0 0 27,313 .52 .52 SHORT-TERM INVESTMENTS LONG-TERM DEBT, NET OF CURRENT MATURITIES RETAINED EARNINGS
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