-----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, ESurf+XDdnSpr6IUFqwMoRz4p3tGqRV6W6KIuRhZYTOJSiVUjIYD6vc+slo0ZmAw 82NopURTiiCtnlco1DOcOg== 0000950131-03-001263.txt : 20030311 0000950131-03-001263.hdr.sgml : 20030311 20030311140620 ACCESSION NUMBER: 0000950131-03-001263 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030131 FILED AS OF DATE: 20030311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASEYS GENERAL STORES INC CENTRAL INDEX KEY: 0000726958 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] 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: 03599195 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 d10q.txt FORM 10-Q 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, 2003 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 49,650,212 shares (Class) (Outstanding at March 3, 2003) CASEY'S GENERAL STORES, INC.
INDEX Page PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements. Consolidated condensed balance sheets - January 31, 2003 and April 30, 2002 3 Consolidated condensed statements of income - three and nine months ended January 31, 2003 and 2002 5 Consolidated condensed statements of cash flows - nine months ended January 31, 2003 and 2002 6 Notes to consolidated condensed financial statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 9 Item 3. Quantitative and Qualitative Disclosure about Market Risk. 15 Item 4. Controls and Procedures 16 PART II - OTHER INFORMATION Item 1. Legal Proceedings. 17 Item 6. Exhibits and Reports on Form 8-K. 17 SIGNATURE 20 CERTIFICATIONS 21
-2- PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements. CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) January 31, 2003 April 30, (Unaudited) 2002 --------- ---------- ASSETS Current assets: Cash and cash equivalents $ 15,876 18,946 Short-term investments ---- 10 Receivables 4,855 5,127 Inventories 72,073 60,498 Prepaid expenses 4,221 3,816 Income tax receivable 1,952 9,222 -------- -------- Total current assets 98,977 97,619 -------- -------- Other assets 934 992 Property and equipment, net of accumulated depreciation January 31, 2003, $356,863 April 30, 2002, $324,936 648,929 636,644 -------- -------- $ 748,840 735,255 ======== ======== See notes to unaudited consolidated condensed financial statements. -3- CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Continued) (Dollars in Thousands)
January 31, 2003 April 30, (Unaudited) 2002 --------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Notes payable $ 2,400 5,275 Current maturities of long-term debt 9,645 9,648 Accounts payable 57,350 69,912 Accrued expenses 28,633 27,238 -------- --------- Total current liabilities 98,028 112,073 -------- --------- Long-term debt, net of current maturities 166,178 173,797 Deferred income taxes 81,786 75,786 Deferred compensation 4,434 4,380 -------- --------- Total liabilities 350,426 366,036 -------- --------- Shareholders' equity Preferred stock, no par value --- --- Common Stock, no par value 39,876 39,562 Retained earnings 358,538 329,657 -------- --------- Total shareholders' equity 398,414 369,219 -------- --------- $ 748,840 735,255 ======== =========
See notes to unaudited consolidated condensed financial statements. -4- CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (Dollars in Thousands, except per share amounts)
Three Months Ended Nine Months Ended January 31, January 31, -------------------------- -------------------------- 2003 2002 2003 2002 --------- --------- --------- --------- Net sales $ 511,948 447,891 1,610,925 1,573,711 Franchise revenue 589 725 1,946 2,397 --------- --------- --------- --------- 512,537 448,616 1,612,871 1,576,108 --------- --------- --------- --------- Cost of goods sold 414,520 364,150 1,297,160 1,288,946 Operating expenses 71,732 66,333 218,680 201,053 Depreciation and amortization 11,921 11,315 35,316 33,196 Interest, net 3,270 3,205 9,800 9,332 --------- --------- --------- --------- 501,443 445,003 1,560,956 1,532,527 --------- --------- --------- --------- 11,094 3,613 51,915 43,581 Federal and state income taxes 4,127 1,344 19,312 16,212 --------- --------- --------- --------- Net income $ 6,967 2,269 32,603 27,369 ========= ========= ========= ========= Earnings per common share Basic $ .14 .05 .66 .55 ========= ========= ========= ========= Diluted $ .14 .05 .66 .55 ========= ========= ========= =========
See notes to unaudited consolidated condensed financial statements. -5- CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in Thousands)
Nine Months Ended January 31, ----------------- 2003 2002 -------- -------- Cash flows from operations: Net income $ 32,603 27,369 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 35,316 33,196 Deferred income taxes 6,000 4,500 Changes in assets and liabilities: Receivables 272 935 Inventories (11,575) (13,543) Prepaid expenses (405) (736) Accounts payable (12,562) (13,243) Accrued expenses 1,395 263 Income taxes 7,370 1,003 Other, net 2,851 1,523 -------- -------- Net cash provided by operations 61,265 41,267 -------- -------- Cash flows from investing: Purchase of property and equipment (49,809) (74,282) Sale of investments 10 17,862 -------- -------- Net cash used in investing activities (49,799) (56,420) -------- --------
-6- CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (Continued) (Dollars in Thousands)
Nine Months Ended January 31, ----------------- 2003 2002 -------- -------- Cash flows from financing: Payments of long-term debt (8,153) (8,022) Net activity of short-term debt (2,875) 4,400 Proceeds from exercise of stock options 214 854 Payments of cash dividends (3,722) (2,971) -------- -------- Net cash used in financing activities (14,536) (5,739) -------- -------- Net decrease in cash and cash equivalents (3,070) (20,892) Cash and cash equivalents at beginning of the year 18,946 22,958 -------- -------- Cash and cash equivalents at end of the quarter $ 15,876 2,066 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION Nine Months Ended January 31, ----------------- 2003 2002 -------- -------- Cash paid during the year for Interest, net of amount capitalized $11,318 11,481 Income taxes 5,942 11,233 Noncash investing and financing activities Property and equipment acquired through installment purchases 530 365 Increase in common stock and increase in income taxes receivable due to tax benefits related to nonqualified stock options 100 ---
See notes to unaudited consolidated condensed financial statements. -7- 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 January 31, 2003, and the results of operations for the three and nine months ended January 31, 2003 and 2002, and changes in cash flows for the nine months ended January 31, 2003 and 2002. Certain reclassifications were made to balances for the prior year to conform to current year presentation. 3. The Company recognizes retail sales of gasoline, grocery and general merchandise, and prepared food at the time of the sale to the customer. Wholesale sales to franchisees are recognized at the time of delivery to the franchise location. Franchise fees, license fees to franchisees, and rent for franchise facades are recognized monthly when billed to the franchisees. Other maintenance services and transportation charges are recognized at the time the service is provided. Vendor rebates are treated as a reduction in cost of sales and are recognized incrementally over the period covered by the applicable rebate agreement. -8- 4. The Company accounts for environmental contamination costs in accordance with the Emerging Issues Task Force (EITF) Issue No. 90-8, Capitalization of Costs to Treat Environmental Contamination. EITF No. 90-8 allows these costs to be capitalized if the costs extend the life of the asset or if the costs mitigate or prevent environmental contamination that has yet to occur. The Company also offsets these capitalized costs by any refunds received under the reimbursement programs described under "Management's Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition and Results of Operations" herein. 5. The Company adopted the FASB Emerging Issues Task Force (EITF) Issue No. 00-14, ACCOUNTING FOR CERTAIN SALES INCENTIVES, in the first quarter of fiscal 2003, which requires the recording of certain customer discounts as a reduction in sales. The adoption of this accounting standard did not have an effect on reported net income. In accordance with the adoption, the impact on Sales and Costs of Goods Sold was as follows: Three Months Ended Nine Months Ended January 31, January 31, (DOLLARS IN THOUSANDS) 2003 2002 2003 2002 ---- ---- ---- ---- Sales Decrease $459 631 2,451 2,001 Cost of Goods Sold Decrease 459 631 2,451 2,001 6. 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. -9- 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 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, 2003, the Company's ratio of current assets to current liabilities was 1.01 to 1. The ratio at January 31, 2002 and April 30, 2002 was .86 to 1 and .87 to 1, respectively. Management believes that the Company's current bank line of credit of $35,000, together with cash flow from operations, will be sufficient to satisfy the working capital needs of its business. Net cash provided by operations increased $19,998 (48.5%) in the nine months ended January 31, 2003 from the comparable period in the prior year, primarily as a result of a larger net income and a reduction in income tax receivable. Cash flows used in investing in the nine months ended January 31, 2003 decreased, primarily as a result of a decrease in the purchase of property and equipment. Cash flows used in financing increased, primarily due to the net activity of short-term debt. 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 oversupply in the retail gas market, uncertainty or volatility in the wholesale gasoline market, and price competition from other gasoline marketers. The risk of war or the perceived risk of war in the Middle East and gasoline inventory and supply disruptions, in particular, have increased the volatility in the -10- wholesale gasoline market during fiscal 2003. Any substantial decrease in the profit margins on retail gasoline sales or the number of gallons sold could have a material adverse effect on the Company's earnings. 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 2003, the Company expended $49,809 for property and equipment, primarily for the construction, acquisition and remodeling of Company stores, compared to $74,282 for the comparable period in the prior year. The Company anticipates expending approximately $70,000 in fiscal 2003 for construction, acquisition and remodeling of Company stores, primarily from funds generated by operations, and the bank line of credit. As of January 31, 2003, the Company had long-term debt of $166,178, consisting of $3,000 in principal amount of 7.70% Senior Notes , $30,000 in principal amount of 7.38% 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%, $80,000 in principal amount of 7.89% Senior Notes, Series A, $2,741 of mortgage notes payable, and $437 of capital lease obligations. Interest on the 7.70% Notes is payable on the 15th day of each month at the rate of 7.70% per annum. Principal of the 7.70% Notes matures in forty quarterly installments beginning March 15, 1995. The Company may prepay the 7.70% 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% Notes. Interest on the 7.38% Notes is payable semi-annually on the twenty-eighth 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% 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% Notes in whole or in part at any time in an amount of not less than $1,000 or in 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 the purchaser of the 7.38% Notes. -11- 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. Interest on the 7.89% Senior Notes, Series A, is payable semi-annually on the 15th day of May and November in each year, commencing November 15, 2000, and at maturity, at the rate of 7.89% per annum. The 7.89% Senior Notes mature on May 15, 2010, with prepayments of principal commencing on May 15, 2004 and on each May 15 thereafter to and including May 15, 2009, with the remaining principal payable at maturity on May 15, 2010. The Company may prepay the 7.89% Senior Notes in whole or in part at any time in an amount not less than $2,000 in the case of a partial prepayment at a redemption price calculated in accordance with the Note Purchase Agreement dated as of May 1, 2000 between the Company and the purchasers of the 7.89% Senior Notes. To date, the Company has funded capital expenditures primarily from the proceeds of the sale of Common Stock, issuance of 6-1/4% Convertible Subordinated Debentures (which were converted into shares of Common Stock in 1994), the above-described 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, the bank line of credit, 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 2,605 USTs, of which 2,258 are fiberglass and 347 are steel. Management believes that its existing gasoline procedures and planned capital expenditures will -12- 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. 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, 2002 and 2001, the Company spent approximately $757 and $944, respectively, for assessments and remediation. During the nine months ended January 31, 2003, the Company expended approximately $911 for such purposes. Substantially all of these expenditures have been submitted for reimbursement from state-sponsored trust fund programs and as of January 31, 2003, approximately $5,900 has been received from such programs since their inception. Such amounts are typically subject to statutory provisions requiring repayment of the reimbursed funds for non-compliance with upgrade provisions or other applicable laws. The Company has an accrued liability at January 31, 2003 of approximately $200 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 January 31, 2003 Compared to Three Months Ended January 31, 2002 (Dollars and Amounts in Thousands) Net sales for the third quarter of fiscal 2003 increased by $64,057 (14.3%) over the comparable period in fiscal 2002. Retail gasoline sales increased by $63,266 (25.6%) as the number of gallons sold decreased by 3,440 (1.5%) while the average retail price per gallon increased 27.4%. During this same period, retail sales of grocery and general merchandise increased by $1,553 (0.8%) due to the addition of 27 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 81% for the third quarter of fiscal 2003, compared to 81.3% for the comparable period in the prior year. The gross profit margins on retail gasoline sales increased (to 8.4%) during the third quarter of fiscal 2003 from the third quarter of the prior year (7.9%) due to the gross profit margin per gallon increasing (to $.1122) from the comparable period in the prior year ($.0833). The gross profits on retail sales of grocery and general merchandise also increased (to 36.9%) from the comparable period in the prior year (33.3%), primarily due to the decrease in wholesale cheese costs and the benefits received from scanning tobacco products. -13- Operating expenses as a percentage of net sales were 14% for the third quarter of fiscal 2003 compared to 14.8% 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 average retail price per gallon of gasoline sold. Net income increased by $4,698 (207%). The increase in net income was attributable primarily to the increase in the gross profit margins on retail gasoline sales and the increase in the gross profit margins on retail sales of grocery and general merchandise. Nine Months Ended January 31, 2003 Compared to Nine Months Ended January 31, 2002 (Dollars and Amounts in Thousands) Net sales for the first nine months of fiscal 2003 increased by $37,213 (2.4%) over the comparable period in fiscal 2002. Retail gasoline sales increased by $15,600 (1.7%) as the number of gallons sold decreased by 7,412 (1%) while the average retail price per gallon increased 2.7%. During this same period, retail sales of grocery and general merchandise increased by $32,616 (5.4%) due to the addition of 27 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 80.5% for the first nine months of fiscal 2003 compared to 81.9% for the comparable period in the prior year. This result occurred because the gross profit margins on retail gasoline sales increased (to 8.1%) during the first nine months of fiscal 2003 from the comparable period in the prior year (7.4%) due to the gross profit margin per gallon increasing (to $.1078) from the comparable period in the prior year ($.097). The gross profits on retail sales of grocery and general merchandise also increased (to 37.3%) from the comparable period in the prior year (35.3%), primarily due to the decrease in wholesale cheese costs and the benefits received from scanning tobacco products. Operating expenses as a percentage of net sales were 13.6% for the first nine months of fiscal 2003 compared to 12.8% for the comparable period in the prior year. The increase in operating expenses as a percentage of net sales was caused primarily by an increase in health insurance claims. Net income increased by $5,234 (19.1%). The increase in net income was attributable primarily to the increase in the gross profit margins on retail gasoline sales and the increase in the gross profit margins on retail sales of grocery and general merchandise. -14- 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. Item 3. Quantitative and Qualitative Disclosures about Market Risk. The Company's exposure to market risk for changes in interest rates relates primarily to its investment portfolio and long-term debt obligations. The Company places its investments with high quality credit issuers and, by policy, limits the amount of credit exposure to any one issuer. As stated in its policy, the Company's first priority is to reduce the risk of principal loss. Consequently, the Company seeks to preserve its invested funds by limiting default risk, market risk and reinvestment risk. The Company mitigates default risk by investing in only high quality credit securities that it believes to be low risk and by positioning its portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity. At January 31, 2003, the Company had no derivative instruments, but management is aware of the provisions of SFAS No. 133 (as amended by SFAS Nos. 137 and 138) establishing accounting and reporting standards for derivative instruments. The Company believes that an immediate 100 basis point move in interest rates affecting the Company's floating and fixed rate financial instruments as of January 1, 2003 would have an immaterial effect on the Company's pretax earnings and on the fair value of those instruments. -15- Item 4. Controls and Procedures. Within the 90-day period prior to the filing of this report, an evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures. Based on that evaluation, the CEO and CFO have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Subsequent to the date of their evaluation, there were no significant changes in the Company's internal controls or in other factors that could significantly affect the disclosure controls, including any corrective actions with regard to significant deficiencies and material weaknesses. -16- 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 activities or contamination-related 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 proceedings pending as of the date of this Form 10-Q is material in the aggregate to the consolidated financial statements. 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) 4.6 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) -17- 4.7 Note Purchase Agreement dated as of May 1, 2000 among the Company and the purchasers of the 7.89% Senior Notes, Series 2000-A (k) 11 Statement regarding computation of per share earnings 99 Cautionary Statement Relating to Forward-Looking Statements (h) 99.1 Certificate of Ronald M. Lamb under Section 906 of Sarbanes-Oxley Act of 2002 99.2 Certificate of Jamie H. Shaffer under Section 906 of Sarbanes-Oxley Act of 2002 - -------------------- (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) Reserved. (h) Incorporated by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 1997. -18- (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. (k) Incorporated by reference from the Current Report on Form 8-K filed May 22, 2000. -19- 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 10, 2003 By: /s/ Jamie H. Shaffer ----------------------------------- Jamie H. Shaffer Vice President and Chief Financial Officer (Authorized Officer and Principal Financial Officer) -20- CERTIFICATIONS I, Ronald M. Lamb, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Casey's General Stores, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -21- (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: March 10, 2003 /s/ Ronald F. Lamb -------------------------------- Ronald M. Lamb Chief Executive Officer -22- I, Jamie H. Shaffer, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Casey's General Stores, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): -23- (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: March 10, 2003 /s/ Jamie H. Shaffer ------------------------------- Jamie H. Shaffer Vice President and Chief Financial Officer -24- EXHIBIT INDEX The following exhibits are filed herewith: Exhibit No. Description - ----------- ----------- 11 Statement regarding computation of per share earnings 99.1 Certificate of Ronald M. Lamb under Section 906 of Sarbanes-Oxley Act of 2002 99.2 Certificate of Jamie H. Shaffer under Section 906 of Sarbanes-Oxley Act of 2002 EX-11 3 dex11.txt STATEMENT REGARDING 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 January 31, -------------------------------------- 2003 2002 -------------- -------------- Basic earnings per share - ------------------------ Weighted average number of shares outstanding 49,650,045 49,573,195 ============== ============== Net income $ 6,967 2,269 ============== ============== Basic earnings per common share $ .14 .05 ============== ============== Diluted earnings per share - -------------------------- Weighted average number of shares outstanding 49,650,045 49,573,195 Shares applicable to stock options 94,423 188,311 -------------- -------------- 49,744,468 49,761,506 ============== ============== Net income $ 6,967 2,269 ============== ============== Diluted earnings per common share $ .14 .05 ============== ==============
CASEY'S GENERAL STORES, INC. Computation of Per Share Earnings (Dollars in Thousands, Except Share and Per Share Amounts)
Nine Months Ended January 31, ------------------------------------- 2003 2002 ------------- -------------- Basic earnings per share - ------------------------ Weighted average number of shares outstanding 49,639,534 49,530,929 ============= ============== Net income $ 32,603 27,369 ============= ============== Basic earnings per common share $ .66 .55 ============= ============== Diluted earnings per share - -------------------------- Weighted average number of shares outstanding 49,639,534 49,530,929 Shares applicable to stock options 91,968 147,515 ------------- -------------- 49,731,502 49,678,444 ============= ============== Net income $ 32,603 27,369 ============= ============== Diluted earnings per common share $ .66 .55 ============= ==============
EX-99.1 4 dex991.txt CERTIFICATE OF RONALD M LAMB Exhibit 99.1 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Casey's General Stores, Inc. (the "Company") on Form 10-Q for the period ending January 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ronald M. Lamb, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. (S) 1350, as adopted pursuant to (S) 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Ronald M. Lamb --------------------------- Ronald M. Lamb Chief Executive Officer March 10, 2003 EX-99.2 5 dex992.txt CERTIFICATE OF JAMIE H SHAFFER Exhibit 99.2 CERTIFICATE PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Casey's General Stores, Inc. (the "Company") on Form 10-Q for the period ending January 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jamie H. Shaffer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. (S) 1350, as adopted pursuant to (S) 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Jamie H. Shaffer --------------------------- Jamie H. Shaffer Chief Financial Officer March 10, 2003 -----END PRIVACY-ENHANCED MESSAGE-----