UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 13, 2013
CASEYS GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)
Iowa
(State or other jurisdiction of incorporation)
001-34700 | 42-0935283 | |
(Commission File Number) |
(IRS Employer Identification No.) |
One Convenience Blvd., Ankeny, Iowa | 50021 | |
(Address of principal executive Offices) | (Zip Code) |
515/965-6100
(Registrants telephone number, including area code)
NONE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CF 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. | Results of Operations and Financial Condition. |
On June 13, 2013, Caseys General Stores, Inc. (the Company) issued a press release announcing its financial results for the fourth fiscal quarter and fiscal year ended April 30, 2013. A copy of the Companys press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 7, 2013, the Board of Directors of the Company approved salary and bonus arrangements for the Companys executive officers and Vice Presidents for the fiscal year ending April 30, 2014. Further information concerning such arrangements is described in Exhibit 99.2 and is incorporated herein by reference. On that same date, the Compensation Committee of the Board of Directors authorized the award of 3,250 restricted stock units to each of the executive officers under the terms of the 2009 Stock Incentive Plan. The awards will vest on June 7, 2016.
Item 7.01. | Regulation FD Disclosure. |
On June 13, 2013, the Company also reported May 2013 same-store sales results for stores open for one full year. Same-store sales for prepared food and fountain increased 10.3%, and grocery and other merchandise increased 3.2% in May 2013 compared to May 2012.
Same-store gasoline gallons sold increased 2.2% in May 2013 compared to May 2012. The gasoline margin was above the Companys fiscal 2014 goal of 15.0 cents per gallon. The average retail price of gasoline sold during May 2013 was $3.64 per gallon.
The information contained in this Item is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits. |
The exhibits accompanying this report are listed in the Exhibit Index attached hereto.
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, hereunto duly authorized.
CASEYS GENERAL STORES, INC. | ||||||
Date: June 13, 2013 | By: | /s/ William J. Walljasper | ||||
William J. Walljasper | ||||||
Senior Vice President and | ||||||
Chief Financial Officer |
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit No. |
Description | |
99.1 | Press Release issued by Caseys General Stores, Inc., dated June 13, 2013. | |
99.2 | Description of FY2014 Salary and Bonus Arrangements for Executive Officers |
Exhibit 99.1
NEWS RELEASE FOR IMMEDIATE RELEASE | ||
Caseys General Stores, Inc. | Nasdaq Symbol CASY | |
One Convenience Blvd. | CONTACT Bill Walljasper | |
Ankeny, IA 50021 | (515) 965-6505 |
Caseys Finishes the Year Strong and Remains Optimistic for Fiscal 2014
Ankeny, IA, June 13, 2013Caseys General Stores, Inc. (Nasdaq symbol CASY) today reported $0.60 in diluted earnings per share for the fourth quarter of fiscal year ended April 30, 2013 compared to $0.60 for the same period a year ago. For the year, diluted earnings per share were $2.86 versus $3.04 for the same period last year. The Company incurred approximately $3.5 million in non-cash charges in the 4th quarter related to the write-down of an unrecoverable accounts receivable balance, as well as charges pertaining to accelerated depreciation and impairment for replaced, closed, and seven underperforming stores.
A difficult cigarette environment and challenging weather comparisons adversely impacted sales during fiscal 2013, said Chairman and CEO Robert J. Myers. However, in the fourth quarter we saw strong sales gains with the recent implementation of a fuel saver program in partnership with Hy-Vee grocery stores and competitive cigarette pricing adjustments made earlier in the fiscal year. We expect this momentum will continue into fiscal 2014.
GasolineThe Companys annual goal for fiscal 2013 was to increase same-store gasoline gallons sold 1% with an average margin of 14.0 cents per gallon. For the quarter, same-store gallons sold rose 1.0% with an average margin of 17.0 cents per gallon. The fourth quarter gas margin benefited from our ability to sell 10.3 million renewable fuel credits for $4.8 million. said Myers. For the fiscal year, total gallons sold were up 4% to 1.5 billion with an average margin of 15.2 cents, while gross profit rose 2.7%. Same-store gallons for the year were relatively flat compared to a year ago.
Grocery & Other MerchandiseCaseys fiscal 2013 goal was to increase same-store sales 6.2% with an average margin of 32.7%. For the quarter, same-store sales were down 0.2% from the same period a year ago with an average margin of 31.7%. For the year, same-store sales finished up 0.8% with an average margin of 32.6%. Challenging weather comparisons throughout the entire quarter hindered sales while cigarette price adjustments adversely impacted margins, stated Myers. However we are encouraged by the recent stabilization in cigarette sales and expect continued growth in beer and beverage sales during fiscal 2014. Total annual sales for the category were up 3.9% compared to the prior year, and gross profit rose 4.4% to $462.7 million.
Prepared Food & FountainThe goal for fiscal 2013 was to increase same-store sales 11% with an average margin of 61.1%. Same-store sales for the fourth quarter increased 4.4% with an average margin of 60.5%. For the year, same-store sales were up 8.6% with an average margin of 61.8%. Unfavorable weather and higher input costs impacted fourth quarter results, said Myers. Looking ahead to fiscal 2014, we will continue to grow this category by implementing major remodels, 24-hour conversions, and pizza delivery where appropriate. Year to date, total sales were up 13% to $564.9 million, and gross profit rose 15.1% to $349 million.
Operating ExpensesFor the fiscal year, operating expenses increased 10.4% to $760.4 million. For the quarter, operating expenses were up 8.6%. In the fourth quarter, the Company wrote-off an accounts receivable balance of $1.5 million from a check collecting service that went out of business. The Company also incurred an impairment charge of approximately $0.7 million for seven underperforming stores that are expected to be closed in fiscal 2014. The majority of the operating expense increase was due to various initiatives implemented to grow the business, particularly newly constructed, acquired, and replaced stores along with expanded hours, pizza delivery, and major remodels, said Myers. For the year, store level operating expenses increased less than 4% for the remaining unchanged base of stores.
ExpansionThe fiscal 2013 goal was to increase the total number of stores 4-6%. For the fiscal year, the Company opened 26 acquired stores and completed 31 new-store constructions, bringing the year-end store count to 1,749. In addition to this activity, the Company also replaced 26 stores during the year. We currently have 15 new stores and 16 replacement stores under construction, as well as 20 stores under contract to acquire, said Myers. We have entered into several new markets this past year and we are excited about our growth opportunities in fiscal 2014. The Company has over 70 locations under contract for both new store and replacement store construction.
Fiscal 2014 GoalsThe corporate performance goals for fiscal 2014 are as follows:
| Increase same-store gasoline gallons sold 1.5% with an average margin of 15 cents per gallon. |
| Increase same-store grocery and other merchandise sales 5% with an average margin of 32.3%. |
| Increase same-store prepared food and fountain sales 9% with an average margin of 62.0%. |
| Build or acquire 70 105 stores (4-6%) and replace 20 existing locations. |
Dividend At its June meeting, the Board of Directors increased the quarterly dividend to $0.18 per share. The dividend is payable August 15, 2013 to shareholders of record on August 1, 2013.
****
Caseys General Stores, Inc. Condensed Consolidated Statements of Comprehensive Income (Amounts in thousands, except income per share) (Unaudited) |
Three months ended April 30, | Year ended April 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Total revenue |
$ | 1,808,529 | 1,752,504 | $ | 7,250,840 | 6,987,804 | ||||||||||
Cost of goods sold (exclusive of depreciation and amortization, shown separately below) |
1,542,137 | 1,507,264 | 6,168,475 | 5,984,114 | ||||||||||||
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Gross profit |
266,392 | 245,240 | 1,082,365 | 1,003,690 | ||||||||||||
Operating expenses |
191,054 | 175,952 | 760,365 | 688,431 | ||||||||||||
Depreciation and amortization |
29,910 | 25,609 | 111,823 | 96,552 | ||||||||||||
Interest, net |
8,743 | 8,751 | 35,048 | 35,192 | ||||||||||||
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Income before income taxes |
36,685 | 34,928 | 175,129 | 183,515 | ||||||||||||
Federal and state income taxes |
13,413 | 11,859 | 64,504 | 66,724 | ||||||||||||
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Net income |
23,272 | 23,069 | 110,625 | 116,791 | ||||||||||||
Other comprehensive income |
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Comprehensive income |
$ | 23,272 | 23,069 | $ | 110,625 | 116,791 | ||||||||||
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Net income per common share |
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Basic |
$ | .61 | .61 | $ | 2.89 | 3.07 | ||||||||||
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Diluted |
$ | .60 | .60 | $ | 2.86 | 3.04 | ||||||||||
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Basic weighted average shares outstanding |
38,342 | 38,120 | 38,297 | 38,068 | ||||||||||||
Plus effect of stock compensation |
353 | 361 | 323 | 324 | ||||||||||||
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Diluted weighted average shares outstanding |
38,695 | 38,481 | 38,620 | 38,392 | ||||||||||||
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Caseys General Stores, Inc.
Condensed Consolidated Balance Sheets
(Dollars in thousands)
(Unaudited)
April 30, | April 30, | |||||||
2013 | 2012 | |||||||
Assets |
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Current assets |
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Cash and cash equivalents |
$ | 41,271 | $ | 55,919 | ||||
Receivables |
20,900 | 21,700 | ||||||
Inventories |
189,514 | 170,794 | ||||||
Prepaid expenses |
1,396 | 1,298 | ||||||
Deferred income taxes |
9,916 | 13,143 | ||||||
Income tax receivable |
9,820 | 16,424 | ||||||
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Total current assets |
272,817 | 279,278 | ||||||
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Other assets, net of amortization |
14,485 | 12,403 | ||||||
Goodwill |
114,791 | 104,385 | ||||||
Property and equipment, net of accumulated depreciation of $952,286 at April 30, 2013, and $860,998 at April 30, 2012 |
1,581,925 | 1,378,749 | ||||||
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Total assets |
$ | 1,984,018 | $ | 1,774,815 | ||||
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Liabilities and Shareholders Equity |
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Current liabilities |
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Notes payable to bank |
$ | 59,100 | $ | | ||||
Current maturities of long-term debt |
15,810 | 10,737 | ||||||
Accounts payable |
232,913 | 211,165 | ||||||
Accrued expenses |
89,925 | 84,739 | ||||||
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Total current liabilities |
397,748 | 306,641 | ||||||
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Long-term debt, net of current maturities |
653,081 | 667,930 | ||||||
Deferred income taxes |
293,708 | 260,405 | ||||||
Deferred compensation |
15,787 | 14,698 | ||||||
Other long-term liabilities |
21,399 | 19,100 | ||||||
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Total liabilities |
1,381,723 | 1,268,774 | ||||||
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Total shareholders equity |
602,295 | 506,041 | ||||||
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Total liabilities and shareholders equity |
$ | 1,984,018 | $ | 1,774,815 | ||||
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Certain statements in this news release, including any discussion of management expectations for future periods, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from future results expressed or implied by those statements. Caseys disclaims any intention or obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.
Sales and Gross Profit by Product
(Amounts in thousands)
Gasoline | Grocery & Other Merchandise |
Prepared Food & Fountain |
Other | Total | ||||||||||||||||
Year ended 4/30/13 | ||||||||||||||||||||
Sales |
$ | 5,229,157 | $ | 1,418,711 | $ | 564,924 | $ | 38,048 | $ | 7,250,840 | ||||||||||
Gross profit |
$ | 232,718 | $ | 462,663 | $ | 348,993 | $ | 37,991 | $ | 1,082,365 | ||||||||||
Margin |
4.5 | % | 32.6 | % | 61.8 | % | 99.8 | % | 14.9 | % | ||||||||||
Gasoline gallons |
1,535,140 | |||||||||||||||||||
Year ended 4/30/12 |
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Sales |
$ | 5,092,311 | $ | 1,364,995 | $ | 499,712 | $ | 30,786 | $ | 6,987,804 | ||||||||||
Gross profit |
$ | 226,559 | $ | 443,245 | $ | 303,159 | $ | 30,727 | $ | 1,003,690 | ||||||||||
Margin |
4.4 | % | 32.5 | % | 60.7 | % | 99.8 | % | 14.4 | % | ||||||||||
Gasoline gallons |
1,476,154 |
Corporate information is available at this Web site: http://www.caseys.com. Earnings will be reported during
a conference call on June 14, 2013. The call will be broadcast live over the Internet at 9:30 a.m. CDT via the
Investor Relations section of our Web site and will be available in an archived format.
EXHIBIT 99.2
FY2014 SALARY AND BONUS ARRANGEMENTS
FOR EXECUTIVE OFFICERS
FY2014 Salary Structure
Position |
Name |
FY2014 Base Salary | ||||
CEO |
Robert J. Myers | $ | 970,000 | |||
COO |
Terry W. Handley | $ | 575,000 | |||
SVP/CFO |
William J. Walljasper | $ | 490,000 | |||
SVP/Logistics & Acquisitions |
Sam J. Billmeyer | $ | 480,000 | |||
SVP/General Counsel |
Julia L. Jackowski | $ | 450,000 |
FY2014 Annual Incentive Plan
The target bonus available to the executive officers (and Vice Presidents) will be an amount equal to 60% of base salary, with an opportunity for up to 100% of base salary if the Company exceeds certain earnings per share and return on invested capital goals for the year. Of that amount, 75% will be based on earnings per share, and 25% based on return on invested capital.
If and as earnings per share reach specified targets approved by the Board of Directors, bonus payments will be made in amounts beginning at 7.5% of salary and increasing at intervals of 7.5% up to a maximum of 75% of the base salary amount (45% at the target amount). The bonus payment will be made in the form of 75% cash/25% equity (restricted stock units) at the 7.5% level, with incremental adjustments to 30% cash/70% equity at the 75% maximum bonus amount.
If and as return on invested capital reaches specified targets approved by the Board, bonus payments will be made in amounts beginning at 2.5% of salary and increasing at intervals of 2.5% up to a maximum of 25% of the base salary amount (15% at the target amount). The bonus payment will be made in the form of 75% cash/25% equity (restricted stock units) at the 2.5% level, with incremental adjustments to 30% cash/70% equity at the 25% maximum bonus amount. For this purpose, return on invested capital is determined by dividing operating income after depreciation and tax before interest by average invested capital.
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