-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, dUo9ES1TjW/Nf/xApZxRrGsNH/mrlbWZTYBfbp8JeA5mQ+qe6i5UhQ6nSvVNn+Wh pXj4GkMuOBOL9fWca/fnAw== 0000910066-95-000002.txt : 19950615 0000910066-95-000002.hdr.sgml : 19950615 ACCESSION NUMBER: 0000910066-95-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950131 FILED AS OF DATE: 19950316 SROS: NASD 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: 1934 Act SEC FILE NUMBER: 000-12788 FILM NUMBER: 95521279 BUSINESS ADDRESS: STREET 1: ONE CONVENIENCE BLVD CITY: ANKENY STATE: IA ZIP: 50021 BUSINESS PHONE: 5159656100 10-Q 1 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 January 31, 1995 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 BLVD., ANKENY, IOWA (Address of principal executive offices) 50021 (Zip Code) (515) 965-6100 (Registrant's telephone number, including area code) N/A (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 25,935,206 shares (Class) (Outstanding at February 27, 1995) CASEY'S GENERAL STORES, INC. INDEX Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements. Condensed balance sheets - January 31, 1995 and April 30, 1994 3 Condensed statements of income - three and nine months ended January 31, 1995 and 1994 5 Condensed statements of cash flows - nine months ended January 31, 1995 and 1994 6 Notes to condensed financial statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 8 PART II - OTHER INFORMATION Item 1. Legal Proceedings. 12 Item 6. Exhibits and Reports on Form 8-K. 13 SIGNATURE 15 PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS. CASEY'S GENERAL STORES, INC. CONDENSED BALANCE SHEETS (Unaudited)
January 31, April 30, 1995 1994 ----------- --------- ASSETS Current assets Cash and cash equivalents $ 5,315,685 3,151,664 Short-term investments 1,274,297 8,720,235 Receivables 3,068,591 2,839,900 Inventories 27,585,434 23,754,256 Prepaid expenses 3,151,242 2,903,208 ---------- ---------- Total current assets 40,395,249 41,369,263 ---------- ---------- Long-term investments 7,574,004 11,234,304 Other assets 1,115,178 1,259,138 Property and equipment, net of accumulated depreciation January 31, 1995, $106,426,820 April 30, 1994, $91,934,088 288,819,677 264,375,171 ----------- ----------- Total assets $337,904,108 318,237,876 ----------- ----------- See notes to condensed financial statements.
CASEY'S GENERAL STORES, INC. CONDENSED BALANCE SHEETS (Unaudited) (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Notes payable $ 14,250,000 18,500,000 Current maturities of long-term debt 8,396,759 4,850,875 Accounts payable 32,675,794 37,414,028 Accrued expenses 15,369,589 14,668,791 Income taxes payable 3,666,941 18,928 ---------- ---------- Total current liabilities 74,359,083 75,452,622 ---------- ---------- Long-term debt, net of current maturities 62,193,932 61,414,871 ---------- ---------- Deferred taxes 23,483,000 21,983,000 ---------- ---------- Deferred compensation 1,206,455 977,750 ---------- ---------- Stockholders' equity Preferred stock, no par value --- --- Common Stock, no par value 61,006,498 60,887,327 Retained earnings 115,655,140 97,522,306 ----------- ---------- Total stockholders' equity 176,661,638 158,409,633 ----------- ----------- $337,904,108 318,237,876 ----------- -----------
See notes to condensed financial statements. CASEY'S GENERAL STORES, INC. CONDENSED STATEMENTS OF INCOME (Unaudited)
Three Months Ended Nine Months Ended January 31, January 31, 1995 1994 1995 1994 ------------------ ------------------- Net sales $199,362,866 172,621,185 644,358,471 553,274,834 Franchise revenue 1,250,611 1,206,955 4,043,483 3,904,648 ----------- ----------- ----------- ----------- 200,613,477 173,828,140 648,401,954 557,179,482 ----------- ----------- ----------- ----------- Cost of goods sold 153,494,511 132,603,330 503,412,570 431,977,799 Operating expenses 30,819,417 28,219,221 92,250,902 83,687,846 Depreciation and amortization 5,685,473 4,803,186 16,455,623 13,618,070 Interest, net 1,269,712 1,593,983 4,138,579 4,739,710 ----------- ----------- ----------- ----------- 191,269,113 167,219,720 616,257,674 534,023,425 ----------- ----------- ----------- ----------- 9,344,364 6,608,420 32,144,280 23,156,057 Federal and state income taxes 3,621,000 2,561,000 12,456,000 8,973,000 ----------- ----------- ----------- ----------- Net income $ 5,723,364 4,047,420 19,688,280 14,183,057 ----------- ----------- ----------- ----------- Earnings per common and common equivalent share $ .22 .18 .76 .64 ----------- ----------- ----------- ----------- Fully diluted earnings per share $ .22 .17 .76 .58 ----------- ----------- ----------- -----------
See notes to condensed financial statements. CASEY'S GENERAL STORES, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended January 31, 1995 1994 ------------------- Cash flows from operations: Net income $19,688,280 14,183,057 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 16,455,623 13,618,070 Deferred income taxes 1,500,000 1,950,000 Changes in assets and liabilities: Receivables (228,691) (129,953) Inventories (3,831,178) 4,091,643 Prepaid expenses (248,034) (12,838) Accounts payable (4,738,234) 2,840,804 Accrued expenses 700,798 (302,658) Income taxes 3,648,013 1,233,500 Other, net 719,850 964,894 --------- ---------- Net cash provided by operations 33,666,427 38,436,519 Cash flows from investing: Purchase of property and equipment (41,046,711) (51,155,278) Purchase of investments (2,006,930) (7,179,357) Sale of investments 12,903,611 15,389,667 ---------- ---------- Net cash used in investing activities (30,150,030) (42,944,968) Cash flows from financing: Proceeds from long-term debt 7,500,000 --- Payments of long-term debt (3,175,055) (2,550,923) Net activity of short-term debt (4,250,000) 9,750,000 Proceeds from exercise of stock options 128,125 425,719 Payment of cash dividend (1,555,446) (1,165,081) --------- --------- Net cash (used) provided by financing activities (1,352,376) 6,459,715 --------- --------- Net increase in cash and cash equivalents 2,164,021 1,951,266 Cash and cash equivalents at beginning of the year 3,151,664 2,121,023 --------- --------- Cash and cash equivalents at end of the quarter $ 5,315,685 4,072,289 --------- ---------
See notes to condensed financial statements. CASEY'S GENERAL STORES, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS 1. In the opinion of the Company, the accompanying condensed financial statements (unaudited) contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of January 31, 1995, and the results of operations for the three months and nine months ended January 31, 1995 and 1994, and changes in cash flows for the nine months ended January 31, 1995 and 1994. 2. Sales generally are strongest during the Company's first quarter (May-July) and weakest during its fourth quarter (February-April). In the warmer months customers tend to purchase greater quantities of gasoline and certain convenience items, such as beer, soft drinks and ice. Due to the continuing emphasis on high-margin, freshly prepared food items, however, the Company's net sales and net income (with the exception of the fourth quarter) have become somewhat less seasonal in recent years. 3. Retail gasoline profit margins have a substantial impact on the Company's net income. Profit margins on gasoline sales can be adversely affected by factors beyond the control of the Company, including over-supply in the retail gasoline market, uncertainty or volatility in the wholesale gasoline market (such as that experienced in fiscal 1991 as a result of the Persian Gulf crisis) and price competition from other gasoline marketers. Any substantial decrease in profit margins on retail gasoline sales or the number of gallons sold could have a material adverse effect on the Company's earnings. 4. All earnings per share numbers have been adjusted to reflect the two-for-one split of the Company's Common Stock declared for shareholders of record on February 1, 1994 and paid on February 15, 1994. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 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 January 31, 1995, the Company's ratio of current assets to current liabilities was .54 to 1. The ratio at January 1, 1994 and April 30, 1994, was .55 to 1 and .60 to 1, respectively. Management believes that the Company's current $25,000,000 bank lines of credit (aggregate amount), together with cash flow from operations, will be sufficient to satisfy the working capital needs of its business. Net cash provided by operations decreased $4,770,092 (12.4%) in the nine months ended January 31, 1995 from the comparable period in the prior year, primarily as a result of an increase in inventories and a decrease in accounts payable. Cash flows from investing and financing in the nine months ended January 31, 1995 decreased, primarily as a result of decreased capital expenditures. Cash flows in the future are 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 nine months of fiscal 1995, the Company expended $41,046,711 for property and equipment, primarily for the construction and remodeling of Company stores, compared to $51,155,278 for the comparable period in the prior year. The Company anticipates expending approximately $50,000,000 in fiscal 1995 for construction, acquisition and remodeling of Company stores, primarily from funds generated by operations, existing cash and short-term investments and proceeds of the 7.70% Senior Notes due December 15, 2004 (the "Senior Notes"). As of January 31, 1995, the Company had long-term debt of $62,193,932, consisting of $27,000,000 of Senior Notes, $14,845,707 of mortgage notes payable, $12,250,000 of unsecured notes payable and $8,098,225 of capital lease obligations. Interest on the Senior Notes is payable on the 15th day of each month at the rate of 7.70% per annum. Principal of the Senior Notes matures in forty quarterly installments beginning March 15, 1995. The Company may prepay the Senior Notes in whole or in part at any time in an amount of not less than $1,000,000 or integral multiples of $100,000 in excess thereof at a redemption price calculated in accordance with the Note Agreement dated as of February 1, 1994 between the Company and the purchasers of the Senior Notes. 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 3,683,064 shares of Common Stock on March 28, 1994) and the Senior Notes, a mortgage note, unsecured notes payable 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, short-term and long-term 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 1,548 USTs, of which 1,148 are fiberglass and 400 are steel. Management believes that its existing gasoline procedures and planned capital expenditures will continue to keep the Company in substantial compliance with all current federal and state UST regulations. 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. These programs, other than the State of Iowa, generally are in the early stages of operation and the extent of available coverage or reimbursement under such programs for costs incurred by the Company is not fully known at this time. In each of the years ended April 30, 1994 and 1993, the Company spent approximately $1,814,000 and $2,533,000, respectively, for assessments and remediation. During the nine months ended January 31, 1995, the Company expended approximately $1,834,000 for such purposes. Substantially all of these expenditures have been submitted for reimbursement from state-sponsored trust fund programs and as of January 31, 1995, approximately $3,600,000 has been received from such programs. The Company has accrued a liability at January 31, 1995 of approximately $3,200,000 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. Management of the Company currently estimates that aggregate capital expenditures for electronic monitoring, cathodic protection and overfill/spill protection will approximate $2,000,000 in fiscal 1995 through December 23, 1998, in order to comply with the existing UST regulations. Additional regulations, or amendments to the existing UST regulations, could result in future revisions to such estimated expenditures. Such expenditures are expected to be funded as described above, and are not expected to adversely affect liquidity. THREE MONTHS ENDED JANUARY 31, 1995 COMPARED TO THREE MONTHS ENDED JANUARY 31, 1994 Net sales for the third quarter of fiscal 1995 increased by $26,741,681 (15.5%) over the comparable period in fiscal 1994. Retail gasoline sales increased by $17,114,963 (18.8%) as the number of gallons sold increased by 11,303,064 (12.1%) and the average retail price per gallon increased 6.0%. During this same period, retail sales of grocery and general merchandise increased by $8,308,896 (12.8%) due to the addition of 59 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 77.0% for the third quarter of fiscal 1995, compared to 76.8% for the comparable period in the prior year. The gross profit margins on retail gasoline sales decreased (11.3%) during the third quarter of fiscal 1995 from the third quarter of the prior year (12.5%) due to the increase in wholesale gasoline costs during the quarter. The gross profit margin per gallon also decreased (to $.1171) in the third quarter of fiscal 1995 from the comparable period in the prior year ($.1217). These factors were offset by an increase in gross profits on retail sales of grocery and general merchandise (to 42.4%) from the comparable period in the prior year (41.4%). Operating expenses as a percentage of net sales were 15.5% for the third quarter of fiscal 1995 compared to 16.3% for 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 number of gallons of gasoline sold, an increase in the average retail price per gallon and an increase in retail sales of grocery and general merchandise. Net income increased by $1,675,944 (41.4%). The increase in net income was attributable primarily to the increase in gross profit margins on retail sales of grocery and general merchandise, an increase in the number of gallons of gasoline sold, lower operating expenses as a percentage of net sales, and an increased number of stores in operation for at least three years. NINE MONTHS ENDED JANUARY 31, 1995 COMPARED TO NINE MONTHS ENDED JANUARY 31, 1994 Net sales for the first nine months of fiscal 1995 increased by $91,083,637 (16.5%) over the comparable period in fiscal 1994. Retail gasoline sales increased by $58,257,736 (20.4%) as the number of gallons sold increased by 41,033,023 (14.6%) and the average retail price per gallon increased 5.0%. During this same period, retail sales of grocery and general merchandise increased by $29,092,953 (13.7%) due to the addition of 59 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 78.1% for the first nine months of fiscal 1995 compared to 78.1% for the comparable period in the prior year. This result occurred because the gross profit margins on retail gasoline sales decreased (9.5%) during the first nine months of fiscal 1995 from the comparable period in the prior year (11.1%) due to the increase in wholesale gasoline costs during the period. The gross profit margin per gallon also decreased in the first nine months of fiscal 1995 (to $.1017) from the comparable period in the prior year ($.1132). However, these factors were offset by an increase in gross profits on retail sales of grocery and general merchandise, particularly those on cigarettes, beer and soft drinks (to 41.4%), from the comparable period in the prior year (39.1%) due to the special 25th anniversary pricing on selected items during June and July of 1993. Operating expenses as a percentage of net sales were 14.3% for the first nine months of fiscal 1995 compared to 15.1% for 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 number of gallons of gasoline sold, an increase in the average retail price per gallon and an increase in retail sales of grocery and general merchandise. Net income increased by $5,505,223 (38.8%). The increase in net income was attributable primarily to the increase in gross profits on retail sales of grocery and general merchandise, an increase in the number of gallons of gasoline sold, lower operating expenses as a percentage of net sales and an increased number of stores in operation at least three years. The Financial Accounting Standards Board has issued Statement 115, "Accounting for Certain Investments in Debt and Equity Securities." Statement 115, effective for fiscal years beginning after December 15, 1993, expands the use of fair value accounting for those securities but retains the use of the amortized cost method for investments in debt securities that the reporting enterprise has the positive intent and ability to hold to maturity. The Company anticipates its short-term and long-term investments will be classified as "held-to-maturity" securities and the financial statement impact will not be material to the financial statements. The Company adopted Statement 115 in the first quarter of fiscal 1995 on a prospective basis. PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS. The Company is the sole defendant in a class action lawsuit brought by five Iowa retail gasoline dealers and a trade association representing independent distributors and retailers of gasoline products within the State of Iowa, acting on behalf of a class of such dealers. The Amended and Substituted Complaint - Class Action (the "Bathke Complaint"), filed in the United States District Court for the Southern District of Iowa (GILBERT BATHKE, ET. AL. V. CASEY'S GENERAL STORES, INC., Civil No. 4-90-CV-80658), alleged that by selling gasoline at "very low prices which are supported by higher prices charged for the same petroleum products in other markets," the Company violated federal anti-trust laws (specifically, Section 2(a) of the Robinson-Patman Act and Section 2 of the Sherman Act) and State of Iowa unfair price discrimination laws. The Bathke Complaint sought as relief a permanent injunction enjoining such practices, unspecified monetary damages (to be trebled as provided by law) and attorneys' fees. Following the completion of formal discovery activities, the Court granted the Company's motion for summary judgment seeking the dismissal of all counts of the Bathke Complaint in an Order entered on October 14, 1994. The Court dismissed the federal antitrust claims with prejudice and dismissed the State unfair price discrimination claim without prejudice, concluding that there was an "insuffucient basis in economic reality and substantive federal law for the plaintiffs' theories." Plaintiffs have appealed the dismissal of the Bathke Complaint to the Eighth Circuit Court of Appeals in St. Louis, Missouri. Briefs have been filed with that Court and the Company expects the matter to be argued during the summer of 1995. A decision, however, is currently not expected until late 1995. Management does not believe that the Company is liable to plaintiffs for the conduct complained of and intends to contest the matter vigorously. The Company from time to time is a party to other legal proceedings arising from the conduct of its business operations, including proceedings relating to personal injury and employment claims, 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 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 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) 4.3 Note Agreement between Casey's General Stores, Inc. and Principal Mutual Life Insurance Company and Nippon Life Insurance Company of America (e) 10.28 Term Loan Agreement with UMB Bank, n.a. 11 Statement regarding computation of per share earnings 27 Financial Data Schedule ____________________ (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-A12G/A (Amendment No. 2 to the Registration Statement on Form 8-A filed June 19, 1989) filed July 29, 1994. (d) 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. (e) Incorporated by reference from the Form 8-K filed February 18, 1993. (b) There were no reports on Form 8-K filed during the three months ended January 31, 1995.
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: March 16, 1995 By: /s/ Douglas K. Shull --------------------------- Douglas K. Shull, Treasurer (Authorized Officer and Principal Financial Officer)
EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- 10.28 Term Loan Agreement with UMB Bank, n.a. 11 Statement regarding computation of per share earnings 27 Financial Data Schedule
EX-10.28 2 EXHIBIT 10.28 TERM NOTE $7,500,000 Kansas City, Missouri And Interest December 30, 1994 FOR VALUE RECEIVED, the undersigned promises to pay to the order of UMB Bank, n.a. (hereinafter called "Bank"), at its main office in Kansas City, Missouri, the principal sum of Seven Million Five Hundred Thousand Dollars ($7,500,000) in quarterly installments of principal plus interest payable as follows: $312,500 plus accrued interest on the first day of April, 1995 and $312,500 plus accrued interest on the first day of each succeeding July, October, January and April through and including October 1, 1997 and a final payment in the amount of $4,062,500 plus accrued interest on January 1, 1998 until the whole sum is fully paid with interest from date at the rate per annum of 125 basis points over the UMB Federal Funds Rate, adjusted on the first day of each calendar quarter. For purposes hereof, the UMB Federal Funds Rate is that rate which the Bank states from time to time to be the UMB Federal Funds Rate. If any of said installments are not paid when due, then all remaining installments shall immediately become due and payable. Interest hereunder shall be computed on the basis of days elapsed and assuming a 360-day year. Each installment shall be applied first to payment of accrued interest and then to reduction of the principal sum. This Note shall bear interest after maturity at a rate 2% greater than the rate otherwise payable hereon. Upon the occurrence of any of the following events: failure of the undersigned to pay any amount due hereunder when the same is due and payable; failure of the undersigned to pay or perform any other obligation of the undersigned to the holder hereof; the dissolution of or termination of existence of the undersigned; the failure of the undersigned to pay its debts as they mature; the appointment of a receiver for any part of the property of the undersigned, and an assignment for the benefit of the creditors of the undersigned, or the commencement of any proceedings under bankruptcy or insolvency laws by or against the undersigned, then this Note and all other obligations of the undersigned to the Bank shall immediately become due and payable in full without notice or demand. The Bank's acceptance of the partial payment of any sum due hereunder after any event of default or after maturity hereof shall not prevent the Bank from exercising its rights granted in this Note or any other documents or by applicable law and shall not rescind, waive or otherwise affect any acceleration or any other exercise by the Bank of any of its rights hereunder or thereunder. The undersigned agrees that time is of the essence. If any provision of this Note violates the law or is in any way unenforceable, all other provisions of this Note shall remain valid. The undersigned shall furnish to the Bank such information and reports regarding the undersigned's financial condition and operations, and such other matters as the Bank may from time to time reasonably request. Specifically, and without limitation on the foregoing, the undersigned shall provide to the Bank upon reasonable request, current financial statements for the undersigned including, but not limited to balance sheets and statements of profit and loss. The undersigned shall comply with all federal, state and local laws statutes, regulations, standards, rules, ordinances and other orders pertaining to the environment, hazardous substances, pollutants or contaminants (hereinafter referred to as "Environmental Regulations") and shall promptly deliver to the Bank copies of any notice or other communication received by the undersigned alleging a violation of, or a failure to maintain any permit or license required by, any Environmental Regulation if any such alleged violation or failure is reasonably likely to result in a material adverse effect on the undersigned, financial or otherwise. For purposes hereof, "material adverse effect" shall mean an expense, obligation or liability of the undersigned incurred as a result of or in connection with such alleged violation or failure which is in an amount in excess of One Million Dollars ($1,000,000). The undersigned represents and warrants that it has obtained and shall keep in force all licenses and permits required in connection with any operations conducted by it. The loan evidenced by this Note has been made, and this Note has been delivered, at the Bank's office indicated above, and such loan, this Note and the rights, obligations and remedies of the Bank and the undersigned shall be governed by and construed in accordance with the laws of the state of Missouri. All obligations of the undersigned, and the rights, powers and remedies of Bank, expressed herein shall be in addition to, and not in limitation of, those provided by law or in any written agreements or instruments (other than this Note) relating to any obligation of the undersigned to the Bank. To the extent, if any, permitted by applicable law, the undersigned agrees to pay all expenses of the holder in collecting this Note, including reasonable attorneys fees and any and all claims, demands, judgments, penalties, fines, liabilities, costs, damages and expenses incurred by the Bank, either directly or indirectly in connection therewith. The undersigned warrants and represents that all loan proceeds of the indebtedness evidenced hereby are to be used exclusively for business purposes of the undersigned. Demand for payment, notice of nonpayment, protest, notice of dishonor, diligence or suit are hereby waived by all parties liable hereon. Any failure by any holder hereof to exercise any right hereunder shall not be construed as a waiver of the right to exercise the same or any other right at any other time and from time to time thereafter. No setoff or counterclaim of any kind claimed by any person liable under this Note shall stand as a defense to the enforcement of payment of this Note against any such person, it being agreed that any such setoff or counterclaim must be maintained by separate suit or action. In the event of the occurrence of an event of default, the holder hereof may apply all balances, credits, deposits, accounts or monies of the undersigned held by the holder in any capacity, whether or not the same are due, toward the payment of all amounts due and payable under this Note. CASEY'S GENERAL STORES, INC. By: /s/ Douglas K. Shull -------------------- Treasurer [LETTERHEAD OF CASEY'S GENERAL STORES, INC.] January 11, 1995 Mr. Terry Dierks Senior Vice President UMB Bank, n.a. P.O. Box 419226 Kansas City, MO 64141-6226 RE: $7,500,000 Term Loan Dear Mr. Dierks: Pursuant to your commitment letter of December 2, 1994, this will set forth the agreement between Casey's General Stores, Inc. (the "Company") and UMB Bank, n.a. (the "Bank") with respect to the additional covenants that the Company will abide by during the term of the $7,500,000 Term Loan extended to the Company by the Bank as of December 30, 1994 (the "Loan"). The Company agrees, for so long as the Loan remains outstanding, to abide by the covenants set forth in Sections 6.1 through 6.9 and 7.1 through 7.10, inclusive, of the Note Agreement dated as of February 1, 1993 between the Company and Principal Mutual Life Insurance Company and Nippon Life Insurance Company of America with respect to the Company's 7.70% Senior Notes due December 15, 2004. For the purpose of this agreement, an Event of Default under the Note Agreement dated February 1, 1993 constitutes an event of default with respect to all credit extended to the Company by the Bank. The Company further agrees to provide the Bank with copies of any amendments or modifications changing the covenants listed above. The financial information and reports referred to in Section 6.6 of the Note Agreement will be furnished to the Bank at the times and as set forth therein. Sincerely, Douglas K. Shull ---------------- Douglas K. Shull Treasurer Accepted and agreed to this 13th day of January, 1995. UMB BANK, n.a. By: /s/ Terry Dierks --------------------- Terry Dierks Senior Vice President EX-11 3 Exhibit 11 CASEY'S GENERAL STORES, INC. Computation of Per Share Earnings
Three Months Ended January 31, 1995 1994 --------------------- PRIMARY EARNINGS PER SHARE Weighted average number of common and common equivalent shares: Weighted average number of shares outstanding 25,930,706 22,226,790 Shares applicable to stock options 147,880 79,036 ---------- ---------- 26,078,586 22,305,826 ---------- ---------- Net income $ 5,723,364 4,047,420 ---------- ---------- Earnings per common and common equivalent share $ .22 .18 ---------- ---------- FULLY DILUTED EARNINGS PER SHARE Net income $ 5,723,364 4,047,420 Interest savings net of income taxes on assumed conversion of convertible debentures --- 334,961 ---------- ---------- Earnings applicable to fully diluted shares $ 5,723,364 4,382,381 ---------- ---------- Average common shares outstanding 25,930,706 22,226,790 Average common equivalent shares applicable to stock options 157,745 89,314 Average common shares issuable to assumed conversion of convertible debentures --- 3,684,210 ---------- ---------- 26,088,451 26,000,314 ---------- ---------- Earnings per share-fully diluted basis $ .22 .17 ---------- ----------
Exhibit 11 (continued) CASEY'S GENERAL STORES, INC. Computation of Per Share Earnings
Nine Months Ended January 31, 1995 1994 ----------------------- PRIMARY EARNINGS PER SHARE Weighted average number of common and common equivalent shares: Weighted average number of shares outstanding 25,925,262 22,199,400 Shares applicable to stock options 114,236 65,322 ---------- ---------- 26,039,498 22,264,722 ---------- ---------- Net income $ 19,688,280 14,183,057 ---------- ---------- Earnings per common and common equivalent share $ .76 .64 ---------- ---------- FULLY DILUTED EARNINGS PER SHARE Net income $ 19,688,280 14,183,057 Interest savings net of income taxes on assumed conversion of convertible debentures --- 1,004,883 ---------- ---------- Earnings applicable to fully diluted shares $ 19,688,280 15,187,940 ---------- ---------- Average common shares outstanding 25,925,262 22,199,400 Average common equivalent shares applicable to stock options 114,236 100,190 Average common shares issuable to assumed conversion of convertible debentures --- 3,684,210 ---------- ---------- 26,039,498 25,983,800 ---------- ---------- Earnings per share-fully diluted basis $ .76 .58 ---------- ----------
EX-27 4
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDING JANUARY 31, 1995 OF CASEY'S GENERAL STORES, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0000726958 CASEY'S GENERAL STORES 1 U.S. DOLLARS 9-MOS APR-30-1994 MAY-01-1994 JAN-31-1995 1 5,315,685 1,274,297 3,068,591 0 27,585,434 40,395,249 395,246,497 106,426,820 337,904,108 74,359,083 62,193,932 61,006,498 0 0 115,655,140 337,904,108 644,358,471 648,401,954 503,412,570 503,412,570 108,706,525 0 4,138,579 32,144,280 12,456,000 19,688,280 0 0 0 19,688,280 .76 .76 SHORT-TERM INVESTMENTS LONG-TERM DEBT, NET OF CURRENT MATURITIES RETAINED EARNINGS
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