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 July 31, 1998 Commission File Number 0-12788 CASEY'S GENERAL STORES, INC. (Exact name of registrant as specified in its charter) IOWA 42-0935283 State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) ONE CONVENIENCE BOULEVARD, ANKENY, IOWA (Address of principal executive offices) 50021 (Zip Code) (515) 965-6100 (Registrant's telephone number, including area code) NONE (Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, No Par Value 52,627,262 shares (Class) (Outstanding at September 2, 1998)
CASEY'S GENERAL STORES, INC. INDEX Page PART I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements. Consolidated condensed balance sheets - July 31, 1998 and April 30, 1998 3 Consolidated condensed statements of income - three months ended July 31, 1998 and 1997 5 Consolidated condensed statements of cash flows - three months ended July 31, 1998 and 1997 6 Notes to consolidated 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. 13 Item 6. Exhibits and Reports on Form 8-K. 14 SIGNATURE 17
PART I - FINANCIAL INFORMATION Item 1. Financial Statements. CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (DOLLARS IN THOUSANDS) <TABLE> <CAPTION> July 31, April 30, 1998 1998 -------- -------- ASSETS <S> <C> <C> Current assets: Cash and cash equivalent $ 4,950 4,022 Short-term investments 1,070 1,328 Receivables 2,962 2,537 Inventories 40,446 39,200 Prepaid expenses 5,714 5,437 --------- ------ Total current assets 55,142 52,524 --------- ------ Long-term investments 6,433 6,137 Other assets 1,391 1,405 Property and equipment, net of accumulated depreciation July 31, 1998, $192,489 April 30, 1998, $185,133 437,134 419,908 $500,100 479,974 ------- ------- See notes to consolidated condensed financial statements. </TABLE>
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited) (Continued) (DOLLARS IN THOUSANDS) <TABLE> <CAPTION> LIABILITIES AND SHAREHOLDERS' EQUITY <S> <C> <C> Current liabilities: Notes payable $ 26,725 16,600 Current maturities of long-term debt 5,459 5,515 Accounts payable 41,962 43,745 Accrued expenses 19,101 19,748 Income taxes payable 4,800 4,380 ------- ------- Total current liabilities 98,047 89,988 ------- ------- Long-term debt, net of current maturities 77,735 79,094 ------- ------- Deferred income taxes 46,504 45,004 ------- ------- Deferred compensation 2,597 2,514 ------- ------- Shareholders' equity Preferred stock, no par value --- --- Common Stock, no par value 66,056 65,922 Retained earnings 209,161 197,452 ------- ------- Total shareholders' equity 275,217 263,374 ------- ------- $500,100 479,974 ------- ------- See notes to consolidated condensed financial statements. </TABLE>
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) <TABLE> <CAPTION> Three Months Ended July 31, 1998 1997 ---- ---- <S> <C> <C> Net Sales $332,446 320,654 Franchise revenue 1,484 1,367 ------- ------- 333,930 322,021 ------- ------- Cost of goods sold 258,448 254,281 Operating expenses 45,701 42,390 Depreciation and amortization 8,072 7,161 Interest, net 1,714 1,324 ------- ------- 313,935 305,156 ------- ------- Income before income taxes 19,995 16,865 Federal and state income taxes 7,498 6,324 ------- ------- Net income $ 12,497 10,541 ------- ------- Earnings per common and common equivalent share Basic $ .24 .20 -------- ------- Dilutive $ .24 .20 -------- ------- See notes to consolidated condensed financial statements. </TABLE>
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (DOLLARS IN THOUSANDS) <TABLE> <CAPTION> Three Months Ended July 31, 1998 1997 <S> <C> <C> Cash flows from operations: Net income $ 12,497 10,541 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 8,072 7,161 Deferred income taxes 1,500 1,750 Changes in assets and liabilities: Receivables (425) (184) Inventories (1,246) (1,488) Prepaid expenses (277) (193) Accounts payable (1,783) 4,443 Accrued expenses (647) 616 Income taxes payable 4,420 4,574 Other, net 325 900 ------ ------- Net cash provided by operations 22,436 28,120 ------- ------- Cash flows from investing: Purchase of property and equipment (25,535) (22,163) Purchase of investments (1,295) (3,553) Sale of investments 1,266 5,614 ------ ------- Net cash used in investing activities (25,564) (20,102) ------- --------
Cash flows from financing: Payments of long-term debt (1,415) (2,660) Net activity of short-term debt 6,125 (800) Proceeds from exercise of stock options 134 243 Payment of cash dividends (788) (656) ------- ------- Net cash provided by (used in) financing activities 4,056 (3,873) ------- ------- Net increase in cash and cash equivalents 928 4,145 Cash and cash equivalents at beginning of the year 4,022 3,098 ------ ------- Cash and cash equivalents at end of the quarter $ 4,950 7,243 ------- ------- See notes to consolidated condensed financial statements. </TABLE>
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 1. The accompanying consolidated condensed financial statements (unaudited) include the accounts and transactions of the Company and its two wholly-owned subsidiaries, Casey's Marketing Company and Casey's Services Company. All material inter-company balances and transactions have been eliminated in consolidation. 2. The accompanying consolidated condensed financial statements (unaudited) 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 (unaudited) contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of July 31, 1998, and the results of operations for the three months ended July 31, 1998 and 1997, and changes in cash flows for the three months ended July 31, 1998 and 1997. 3. The Company's financial condition and results of operations are affected by a variety of factors and business influences, certain of which are described in the Cautionary Statement Relating to Forward-Looking Statements filed as Exhibit 99 to the Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 1997. These interim consolidated condensed financial statements (unaudited) should be read in conjunction with that Cautionary Statement. 4. All per-share amounts and number of shares outstanding set forth in this Form 10- Q (and in the exhibits hereto) have been adjusted to reflect the two-for-one stock split declared for shareholders of record on February 2, 1998 and distributed as of February 17, 1998.
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 July 31, 1998, the Company's ratio of current assets to current liabilities was .56 to 1. The ratio at July 31, 1997 and April 30, 1998, was .72 to 1 and .58 to 1, respectively. Management believes that the Company's current $42,000 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 $5,684 (20.2%) in the three months ended July 31, 1998 from the comparable period in the prior year, primarily as a result of a decrease in accounts payable. Cash flows from investing in the three months ended July 31, 1998 decreased primarily due to the increase in capital expenditures. Cash flows from financing increased, primarily as a result of an increase in short-term debt. Cash flows in the future are expected to decrease 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 three months of fiscal 1999, the Company expended $25,535 for property and equipment, primarily for the construction and remodeling of Company stores, compared
to $22,163 for the comparable period in the prior year. The Company anticipates expending approximately $90,000 in fiscal 1999 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 "7.70% Notes"), the 7.38% Senior Notes due December 28, 2020 (the "7.38% Notes") and the 6.55% Senior Notes due December 18, 2003 (the "6.55% Notes"). As of July 31, 1998, the Company had long-term debt of $77,735, consisting of $16,500 in principal amount of 7.70% Notes, $30,000 in principal amount of 7.38% Notes, $18,000 in principal amount of 6.55% Notes, $10,051 of mortgage notes payable and $3,184 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 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 Principal Mutual Life Insurance Company, as the purchaser of the 7.38% Notes. Interest on the 6.55% Notes is payable quarterly on the 18th day of March, June, September and December of each year, commencing March 18, 1998, and at maturity, at the rate of 6.55% per annum. Principal of the 6.55% Notes matures in five annual installments commencing December 18, 1999. The Company may prepay the 6.55% Notes in whole or in part at any time in an amount of not less than $1,000 or integral multiples of $100 in excess thereof at a redemption price calculated in accordance with the Note Agreement dated as of December 1, 1997 between the Company and the Purchasers of the 6.55% 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 shares of Common Stock in 1994), the Senior Notes, a mortgage note and through funds generated from operations. Future capital needs required to finance operations, improvements and the anticipated growth in the number of Company stores are expected to be met from cash generated by operations, existing cash, investments and additional long-term debt or other securities as circumstances may dictate, and are not expected to adversely affect liquidity. The United States Environmental Protection Agency and several states, including Iowa, have established requirements for owners and operators of underground gasoline storage tanks (USTs) with regard to (i) maintenance of leak detection, corrosion protection and overfill/spill protection systems; (ii) upgrade of existing tanks; (iii) actions required in the event of a detected leak; (iv) prevention of leakage through tank closings; and (v) required gasoline inventory recordkeeping. Since 1984, new Company stores have been equipped with non-corroding fiberglass USTs, including many with double- wall construction, over-fill protection and electronic tank monitoring, and the Company has an active inspection and renovation program with respect to its older USTs. The Company currently has 1,885 USTs, of which 1,558 are fiberglass and 327 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. In each of the years ended April 30, 1998 and 1997, the Company spent approximately $502 and $579, respectively, for assessments and remediation. During the three months ended July 31, 1998, the Company expended approximately $198 for such purposes. Substantially all of these expenditures have been submitted for reimbursement from state-sponsored trust fund programs and as of July 31, 1998, a total of approximately $4,300 has been received from such programs since their inception. Such amounts are typically subject to statutory provisions requiring repayment of the reimbursed funds for noncompliance with upgrade provisions or other applicable laws. See "Legal Proceedings" under Part II, Item 1 hereof. The Company has accrued a liability at July 31, 1998, of approximately $1,600 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 $1,000 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 JULY 31,1998 COMPARED TO THREE MONTHS ENDED JULY 31,1997 (Dollars in Thousands) Net sales for the first quarter of fiscal 1999 increased by $1,179 (3.7%) over the comparable period in fiscal 1998. Retail gasoline sales decreased by $4,321 (2.4%) as the number of gallons sold increased by 19,757 (12.6%) while the average retail price per gallon decreased 13.3%. During this same period, retail sales of grocery and general merchandise increased by $15,586 (13.3%) due to the addition of 68 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 77.7% for the first quarter of fiscal 1999, compared to 79.3% for the comparable period in the prior year. The gross profit margins on retail gasoline sales increased (to 10.1%) during the first quarter of fiscal 1999 from the first quarter of the prior year (9.4%). However, the gross profit margin per gallon decreased (to $.1026) in the first quarter of fiscal 1999 from the comparable period in the prior year ($.1104). The gross profits on retail sales of grocery and general merchandise also increased (to 39.9%) from the comparable period in the prior year (39.7%). Operating expenses as a percentage of net sales were 13.7% for the first quarter of fiscal 1999 compared to 13.2% for the comparable period in the prior year. The increase in operating expenses as a percentage of net sales was caused primarily by a decrease in the average retail price per gallon of gasoline sold. Net income increased by $1,956 (18.6%). The increase in net income was attributable primarily to the increase in retail sales of grocery and general merchandise, an increase in gross profit margins, an increase in the number of gallons of gasoline sold and an increased number of stores in operation for at least three years. YEAR 2000 Management has initiated a "Year 2000" program to prepare the Company's information technology systems (including hardware, software and application programs) for year 2000 compliance, with project completion currently scheduled for April 30, 1999. All necessary expenditures, which are not expected to be material (including
internal staff and consulting costs), will be funded through operating cash flow. The Company also is working cooperatively with third parties having systems upon which the Company must rely, but cannot give any assurances that the systems of such other parties will be year 2000 compliant on a timely basis. Systems operated by others which the Company would use and/or rely upon include those of banking institutions and telephone companies, as well as vendor and franchisee workstations and product ordering systems. The Company's business and financial condition and/or results of operations could be materially adversely affected by the failure of its systems and applications or those operated by such other third parties. CAUTIONARY STATEMENT The foregoing Management's Discussion and Analysis of Financial Condition and Results of Operations contains various "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements represent the Company's expectations or beliefs concerning future events, including (i) any statements regarding future sales and gross profit percentages, (ii) any statements regarding the continuation of historical trends and (iii) any statements regarding the sufficiency of the Company's cash balances and cash generated from operations and financing activities for the Company's future liquidity and capital resource needs. The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward-looking statements, including, without limitations, the factors described in the Cautionary Statement Relating to Forward-Looking Statements included as Exhibit 99 to the Form 10-Q for the fiscal quarter ended January 31, 1997. PART II - OTHER INFORMATION Item 1. Legal Proceedings (Dollars in Thousands). The Company has filed administrative appeals from adverse decisions by the Iowa Department of Natural Resources ("IDNR") and the Iowa Underground Storage Tank Financial Responsibility Program Board (the "UST Board") with respect to the installation of cathodic protection at certain of the Company's underground storage tanks ("USTs") located in the State of Iowa. The appeals followed IDNR's determination that certain of such installations, which were performed on behalf of the Company by a third- party contractor (Corrpro Companies, Inc.) ("Corrpro"), were not fully in compliance
with IDNR administrative rules for corrosion protection upgrade. The IDNR upgrade compliance date is December 22, 1998. However, the UST Board, which controls funds to partially reimburse tank owners for the costs of corrective action for past releases from leaking USTs, set an upgrade compliance date of January 1, 1995 for owners such as the Company. As a result of the IDNR determination, the UST Board has demanded a refund from the Company in the amount of $1,603 for remedial costs previously reimbursed to the Company by the UST Board with respect to said locations. In addition, the UST Board is withholding future payment of remedial funds pending resolution of the compliance issue. The Company has been participating in informal settlement discussions with IDNR and the UST Board in an effort to resolve the matter, and a settlement has been reached with the IDNR. That settlement requires the Company to further test certain of its tanks at an aggregate cost of approximately $100 and to take whatever further corrective action may be necessary to remediate any test failures. This settlement allows all tanks subject to the controversy to be considered in compliance with the December, 1998 IDNR upgrade rules. No settlement has yet been reached with the UST Board and there can be no assurance that an acceptable settlement will be forthcoming. In the event it is not possible to reach a settlement, the Company expects to pursue its administrative appeal and proceed with contested case hearings before an administrative law judge (whose decision may be appealed to district court). If it is finally determined that the affected sites did not meet the applicable IDNR standards on January 1, 1995, such sites would not qualify for remedial benefits provided through the UST Board and the benefits received with respect to such sites would be subject to repayment. The Company and Corrpro are parties to a contract under which Corrpro agreed to install cathodic protection systems in all of the Company's qualifying USTs in the State of Iowa in order to meet the upgrade requirements by January 1, 1995, and further agreed to defend and indemnify the Company for all liability arising out of the acts or omissions of Corrpro in the performance of its work under that agreement. The Company would expect to litigate its claims against Corrpro for whatever costs or expenses it may incur as a result of the foregoing claims and proceedings. 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, environmental remediation or contamination, disputes under franchise agreements and claims by state and federal regulatory authorities relating to the sale of products pursuant to state or federal licenses or permits. Management does not believe that the potential liability of the Company with respect to such other proceedings pending as of the date of this Form 10-Q is material in the aggregate.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) The following exhibits are filed with this Report or, if so indicated, incorporated by reference. <TABLE> <CAPTION> Exhibit No. Description --------- --------------- <C> <S> 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 dated as of February 1, 1993 between Casey's General Stores, Inc. and Principal Mutual Life Insurance Company and Nippon Life Insurance Company of America (e) and First Amendment thereto (f) 4.4 Note Agreement dated as of December 1, 1995 between Casey's General Stores, Inc. and Principal Mutual Life Insurance Company (f) 4.5 Note Agreement dated as of December 1, 1997 among the Company and Principal Mutual Life Insurance Company, Nippon Life Insurance Company of America and TMG Life Insurance Company (g) 11 Statement regarding computation of per share earnings 27 Financial Data Schedule 99 Cautionary Statement Relating to Forward-Looking Statements (h) - -------------------------------- </TABLE> (a) Incorporated by reference from the Registration Statement on Form 8-A (0-12788) filed June 19, 1989 relating to Common Share Purchase Rights. (b) Incorporated by reference from the Form 8 (Amendment No. 1 to the Registration Statement on Form 8-A filed June 19, 1989) filed September 10, 1990.
(c) Incorporated by reference from the Form 8-A/A (Amendment No. 3 to the Registration Statement on Form 8-A filed June 19, 1989) filed March 30, 1994. (d) Incorporated by reference from the Form 8-A12G/A (Amendment No. 2 to the Registration Statement on Form 8-A filed June 19, 1989) filed July 29, 1994. (e) Incorporated by reference from the Current Report on Form 8-K filed February 18, 1993. (f) Incorporated by reference from the Current Report on Form 8-K filed January 11, 1996. (g) Incorporated by reference from the Current Report on Form 8-K filed January 7, 1998. (h) Incorporated by reference from the Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 1997. (b) On July 28, 1998, the Company filed a Current Report on Form 8-K with respect to the resignations of Douglas K. Shull as Treasurer and as a member of the Board of Directors.
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: September 4, 1998 By: /s/ John G. Harmon ---------------------- John G. Harmon Secretary/Treasurer (Authorized Officer and Principal Financial Officer)
EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE 11 Statement regarding 19 computation of per share earnings 27 Financial Data Schedule 20