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 JanuaryJuly 31, 1999
Commission File Number 0-12788
CASEY'S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)
IOWA 42-0935283
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ONE CONVENIENCE BOULEVARD, ANKENY, IOWA
(Address of principal executive offices)
50021
(Zip Code)
(515) 965-6100
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO ---------
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, No Par Value 52,706,51252,734,962 shares
(Class) (Outstanding at MarchSeptember 3, 1999)
CASEY'S GENERAL STORES, INC.
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
Consolidated condensed balance sheets -
JanuaryJuly 31, 1999 and April 30, 19981999 3
Consolidated condensed statements
of income - three and nine months ended
JanuaryJuly 31, 1999 and 1998 5
Consolidated condensed statements of
cash flows - ninethree months ended
JanuaryJuly 31, 1999 and 1998 6
Notes to consolidated condensed
financial statements 87
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations. 98
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. 15
Item 5. Other Information. 1513
Item 6. Exhibits and Reports on Form 8-K. 15
SIGNATURE 1715
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(DOLLARS IN THOUSANDS)
July 31, April 30,
1999 1999
--------- ---------
Item 1. Financial Statements.
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
January 31,
1999 April 30,
(Unaudited) 1998ASSETS
ASSETS
Current assets:
Cash and cash equivalents $ 10,663 4,0229,332 5,935
Short-term investments 2,216 1,32811,564 8,800
Receivables 2,705 2,5373,335 2,822
Inventories 43,796 39,20051,422 47,204
Prepaid expenses 5,693 5,437
------ ------5,553 5,446
----- -----
Total current assets 65,073 52,52481,206 70,207
------ ------
Long-term investments 2,000 6,1375,004 6,640
Other assets 1,360 1,4051,456 1,469
Property and equipment, net of
accumulated depreciation
JanuaryJuly 31, 1999, $204,427$220,683
April 30, 1998, $185,133 471,298 419,908
--------1999, $212,383 502,262 484,544
------- $539,731 479,974-------
$589,928 562,860
------- -------
See notes to consolidated condensed financial statements.
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
(Continued)
(Dollars in Thousands)
January 31,
1999 April 30,
(Unaudited) 1998
(DOLLARS IN THOUSANDS)
LIABILITIES AND SHAREHOLDERS' EQUITY
July 31, April 30,
1999 1999
-------- ---------
Current liabilities:
Notes payable $ 37,660 16,6002,900 7,400
Current maturities of
long-term debt 9,481 5,5159,331 9,352
Accounts payable 42,127 43,74555,235 4,227
Accrued expenses 22,105 19,74819,693 20,383
Income taxes payable 6,181 4,380
-------9,135 2,457
------ ------
Total current liabilities 117,554 89,988
-------96,294 83,819
------ ------
Long-term debt, net of
current maturities 73,783 79,094
------ ------121,164 122,513
------- -------
Deferred income taxes 49,504 45,004
------ ------53,400 51,650
------- -------
Deferred compensation 2,873 2,514
----- -----3,159 3,010
------- -------
Shareholders' equity
Preferred stock, no par value --- ---
Common Stock, no par value 66,914 65,92267,520 67,338
Retained earnings 229,103 197,452248,391 234,530
------- -------
Total shareholders' equity 296,017 263,374315,911 301,868
------- -------
$539,731 479,974$589,928 562,860
------- -------
See notes to consolidated condensed financial statements.
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(Dollars in Thousands)(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended
July 31,
1999 1998
------------------------
Three Months Ended Nine Months Ended
January 31, January 31,
1999 1998 1999 1998
---- ---- ---- ----
Net sales $291,561 276,927 946,377 915,017$387,194 $332,446
Franchise revenue 1,488 1,204 4,367 3,9141,514 1,484
------- -------
------- -------
293,049 278,131 950,744 918,931
------- -------388,708 333,930
------- -------
Cost of goods sold 218,934 213,817 722,793 717,273302,702 258,448
Operating expenses 49,346 43,238 143,188 129,12951,580 45,701
Depreciation and amortization 8,671 7,789 25,188 22,3979,095 8,072
Interest, net 1,865 1,506 5,144 4,1932,002 1,714
------- -------
------- -------
278,816 266,350 896,313 872,992
------- -------365,379 313,935
------- -------
Income before income taxes 14,233 11,781 54,431 45,93923,329 19,995
Federal and state
income taxes 5,337 4,418 20,411 17,2278,678 7,498
------ ------- ------ ------ ------
Net income $ 8,896 7,363 34,020 28,71214,651 12,497
------- ------ ------ -------------
Earnings per common
and common equivalent
share
Basic $ .17 .14 .65 .55.28 .24
------- ------ ------ -------------
Diluted $ .17 .14 .64 .54.28 .24
------- ------ ------ -------------
See notes to consolidated condensed financial statements.
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
Nine Months Ended
January(DOLLARS IN THOUSANDS)
Three Months Ended
July 31,
1999 1998
------------------
Cash flows from operations:
Net income $ 34,020 28,71214,651 12,497
Adjustments to reconcile
net income to net cash
provided by operations:
Depreciation and amortization 25,188 22,3979,095 8,072
Deferred income taxes 4,500 5,2501,750 1,500
Changes in assets and liabilities:
Receivables (168) (87)(513) (425)
Inventories (4,596) (2,152)(4,218) (1,246)
Prepaid expenses (256) (210)(107) (277)
Accounts payable (1,618) (3,914)11,008 (1,783)
Accrued expenses 2,357 1,383(690) (647)
Income taxes payable 1,801 446,678 4,420
Other, net 2,032 2,737500 325
------ -------------
Net cash provided by operations 63,260 54,16038,154 22,436
------ ------
Cash flows from investing:
Purchase of property and equipment (75,234) (69,030)(27,151) (25,535)
Purchase of investments (2,748) (1,295) (6,466)
Sale of investments 4,552 9,372
----- -----1,620 1,266
------ ------
Net cash used in investing activities (71,977) (66,124)
------ ------
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
(continued)
Nine Months Ended
January 31,
1999 1998
(28,279) (25,564)
------- -------
Cash flows from financing:
Proceeds from long-term debt --- 18,000
Payments of long-term debt (4,325) (23,462)(1,370) (1,415)
Net activity of short-term debt 21,060 22,000(4,500) 6,125
Proceeds from exercise of stock options 992 520
Payments182 134
Payment of cash dividends (2,369) (2,232)(790) (788)
----- -----
Net cash provided by (used in)
financing activities 15,358 14,826
------ ------(6,478) 4,056
----- -----
Net increase in cash and cash equivalents 6,641 2,8623,397 928
Cash and cash equivalents at
beginning of the yearperiod 5,935 4,022 3,098
----- -----
Cash and cash equivalents at end of the quarter $10,663 5,960
------period $ 9,332 4,950
----- -----
See notes to consolidated condensed financial statements.
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
NOTES TO (UNAUDITED)UNAUDITED CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
1. The accompanying consolidated condensed financial statements 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-companyinter- 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 JanuaryJuly 31, 1999, and the results of operations for the three and nine months ended
JanuaryJuly 31, 1999 and 1998, and changes in cash flows for the ninethree months
ended JanuaryJuly 31, 1999 and 1998.
3. The Company's financial condition and results of operations are affected by
a variety of factors and business influences, certain of which are
described in the Cautionary Statement Relating to Forward-Looking
Statements filed as Exhibit 99 to the Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 1997. These interim consolidated condensed
financial statements should be read in conjunction with that Cautionary
Statement.
4. All per-share amounts and number of shares outstanding for the three and
nine months ended January 31, 1998 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.
5. In June 1998, FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999. The Company has
little or no derivative or hedging activities; therefore, it is not anticipated
this statement will have a material effect on the results of operations or the
financial position of the Company.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Financial Condition and Results of Operations (Dollars in Thousands)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 salesales of certain grocery and
general merchandise items and gasoline to franchised stores. The Company also
generates revenues from continuing monthly royalties based on sales by
franchised stores, sign and facade rental fees and the provision of certain
maintenance, transportation and construction services to the Company's
franchisees. A typical store is generally not profitable for its first year of
operation due to start-up costs and will usually attain representative levels of
sales and profits during its second or third year of operation.
Due to the nature of the Company's business, most sales are for cash, and
cash provided by operations is the Company's primary source of liquidity. The
Company finances its inventory purchases primarily from normal trade credit
aided by the relatively rapid turnover of inventory. This turnover allows the
Company to conduct its operations without large amounts of cash and working
capital. As of JanuaryJuly 31, 1999, the Company's ratio of current assets to current
liabilities was .55.84 to 1. The ratio at JanuaryJuly 31, 1998 and April 30, 19981999, was .63.56
to 1 and .58.84 to 1, respectively. Management believes that the Company's current
$47,000$37,000 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 increased $9,100 (16.8%$19,718 (107%) in the ninethree
months ended JanuaryJuly 31, 1999 from the comparable period in the prior year,
primarily as a result of a larger net income, an increase in depreciation net of a
decrease in accounts payable and an increase in
inventories.income taxes payable. Cash flows from investing in the ninethree months ended
JanuaryJuly
31, 1999 decreased primarily due to the increase in capital expenditures. Cash
flows from financing decreased, primarily as a result of increased capital
expenditures. Cash flows from financing remained constant.a decrease 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 ninethree months of fiscal 1999,2000, the Company expended
$75,234$27,151 for property and
equipment, primarily for the construction and remodeling of Company stores,
compared to $69,030$25,535 for the comparable period in the prior year. The Company
anticipates expending approximately $90,000$105,000 in fiscal 19992000 for construction acquisition and
remodeling of Company stores, primarily from funds generated by operations,
existing cash and short- term investments and bank lines of credit.investments.
As of JanuaryJuly 31, 1999, the Company had long-term debt of $73,783,$121,164, consisting
of $15,000$13,500 in principal amount of 7.70% Senior Notes, due December 15,
2004 (the "7.70% Notes") , $30,000 in principal
amount of 7.38% Senior Notes, due
December 28, 2020 (the "7.38% Notes") , $14,400 in principal amount of 6.55% Senior Notes,
due December 18, 2003 (the "6.55% Notes")$50,000 in principal amount of Senior Notes, Series A through Series F, with
interest rates ranging from 6.18% to 7.23%, $9,302$8,538 of mortgage notes payable and
$5,081$4,726 of capital lease obligations.
Interest on the 7.70% Senior Notes is payable on the 15th day of each month
at the rate of 7.70% per annum. Principal of the 7.70% Senior Notes matures in
forty quarterly installments beginning March 15, 1995. The Company may prepay
the 7.70% Senior Notes in whole or in part at any time in an amount of not less
than $1,000 or integral multiples of $100 in excess thereof at a redemption
price calculated in accordance with the Note Agreement dated as of February 1,
1993 between the Company and the purchasers of the 7.70% Senior Notes.
Interest on the 7.38% Senior Notes is payable semi-annually on the
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% Senior Notes mature
on December 28, 2020, with prepayments of principal commencing December 28, 2010
and ending June 28, 2020, inclusive, with the remaining principal payable at
maturity on December 28, 2020. The Company may prepay the 7.38% Senior Notes in
whole or in part at any time in an amount 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 Principal Mutual Life Insurance Company, as the purchaser of the
7.38% Senior Notes.
Interest on the 6.55% Senior Notes is payable quarterly on the 18th day of
March, June, September and December of each year, commencing March 18, 1998, and
at maturity, at the rate of 6.55% per annum. Principal of the 6.55% Senior Notes
matures in five annual installments commencing December 18, 1999. The Company
may prepay the 6.55% Senior Notes in whole or in part at any time in an amount
of not less than $1,000 or integral multiples of $100 in excess thereof at a
redemption price calculated in
accordance with the Note Agreement dated as of December 1, 1997 between the
Company and the purchasers of the 6.55% Senior Notes.
Interest on the 6.18% to 7.23% Senior Notes, Series A through Series F, is
payable on the 23rd day of each April and October. Principal of the 6.18% to
7.23% Senior Notes, Series A through Series F, matures in various installments
beginning April 23, 2004. The Company may prepay the 6.18% to 7.23% Senior
Notes, Series A through Series F, in whole or in part at any time in an amount
of not less than $1,000 or integral multiples of $100 in excess thereof at a
redemption price calculated in accordance with the Note Agreement dated as of
December 1, 1997April 15, 1999 between the Company and the Purchaserspurchasers of the 6.55% Notes.6.18% to 7.23%
Senior Notes, Series A through Series F.
To date, the Company has funded capital expenditures primarily from the
proceeds of the sale of Common Stock, issuance of the 6-1/4% Convertible
Subordinated Debentures (which were converted into shares of Common Stock in
1994), the 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, 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-walldouble- 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 2,0852,159 USTs, of which 1,7691,845 are fiberglass
and 316314 are steel. Management of the Company currently believes that
its existing gasoline procedures and
plannedsubstantially all capital expenditures will continuefor electronic monitoring, cathodic
protection and overfill/spill protection to keepcomply with the Companyexisting UST
regulations has been completed. Additional regulations, or amendments to the
existing UST regulations, could result in substantial
compliance with all current federal and state UST regulations.future expenditures.
Several of the states in which the Company does business have trust fund
programs with provisions for sharing or reimbursing corrective action or
remediation costs incurred by UST owners, including the Company. 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, 19981999 and 1997,1998, the Company spent approximately $502$516 and $579,$502, respectively,
for assessments and remediation. During the ninethree months ended JanuaryJuly 31, 1999,
the Company expended approximately $434$121 for such purposes. Substantially all of
these expenditures have been submitted for reimbursement from state-sponsored
trust fund programs and as of JanuaryJuly 31, 1999, a total of approximately $4,300$4,400 has
been received from such programs.programs since their inception. Such amounts are
typically subject to statutory provisions requiring repayment of the reimbursed
funds for non-compliancenoncompliance with upgrade provisions or other applicable laws. The
Company has accrued a liability at JanuaryJuly 31, 1999, of approximately $1,600$500 for
estimated expenses related to anticipated corrective actions or remediation
efforts, including relevant legal and consulting costs. Management believes the
Company has no material joint and several environmental liability with other
parties.
Management of the Company believes that the Company is in substantial
compliance with the electronic monitoring, cathodic protection and
overfill/spill protection regulations having a December 23, 1998 effective date.
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, 1999JULY 31,1999 COMPARED TO THREE MONTHS ENDED JANUARY 31, 1998JULY
31,1998 (DOLLARS AND AMOUNTS IN THOUSANDS)
Net sales for the thirdfirst quarter of fiscal 19992000 increased by $14,634 (5.3%$54,748 (16.5%)
over the comparable period in fiscal 1998.1999. Retail gasoline sales decreasedincreased by
$6,364 (4.0%$28,061 (15.7%) as the number of gallons sold increased by 22,909 (15.5%19,537 (11.1%) while
the average retail price per gallon decreased 16.9%increased 4.2%. During this same period,
retail sales of grocery and general merchandise increased by $19,479 (19.3%$23,139 (17.4%) due
to the addition of 6982 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 75.1%78.2% for the thirdfirst
quarter of fiscal 1999,2000, compared to 77.2%77.7% for the comparable period in the prior
year. The gross profit margins on retail gasoline sales increased (12.5%decreased (to 9.3%)
during the thirdfirst quarter of fiscal 19992000 from the thirdfirst quarter of the prior year
(11.3%(10.1%) due to the decrease in wholesale gasoline costs during the period.
However, the. The gross profit margin per gallon also decreased (to $.1112)$.0986) in the
thirdfirst quarter of fiscal 19992000 from the comparable period in the prior year
($.1204).1026). The gross profits on retail sales of grocery and general merchandise
also decreased (to 42.0%39.0%) from the comparable period in the prior year (42.4%(39.9%).
Operating expenses as a percentage of net sales were 16.9%13.3% for the thirdfirst
quarter of fiscal 19992000 compared to 15.6%13.7% for the comparable period in the prior
year. The increasedecrease in operating expenses as a percentage of net sales was caused
primarily by a decreasean increase in the average retail price per gallon of gasoline
sold.
Net income increased by $1,533 (20.8%$2,154 (17.2%). The increase in net income was
attributable primarily to the increase in retail sales of grocery and general
merchandise,
an increase in the number of gallons of gasoline sold and an increased number of
stores in operation for at least three years.
NINE MONTHS ENDED JANUARY 31, 1999 COMPARED TO NINE MONTHS ENDED
JANUARY 31, 1998 (DOLLARS AND AMOUNTS IN THOUSANDS)
Net sales for the first nine months of fiscal 1999 increased by $31,360
(3.4%) over the comparable period in fiscal 1998. Retail gasoline sales
decreased by $21,638 (4.1%) as the number of gallons sold increased by 64,022
(14.0%) and the average retail price per gallon decreased 15.9%. During this
same period, retail sales of grocery and general merchandise increased by
$50,121 (15.0%) due to the addition of 69 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 76.4% for the first
nine months of fiscal 1999 compared to 78.4% for the comparable period in the
prior year. This result occurred because the gross profit margins on retail
gasoline sales increased (11.3%) during the first nine months of fiscal 1999
from the comparable period in the prior year (9.8%) due to the decrease in
wholesale gasoline costs during the period. However, the gross profit margin per
gallon decreased in the first nine months of fiscal 1999 (to $.1085) from the
comparable period in the prior year ($.1112). The gross profits on retail sales
of grocery and general merchandise also decreased (to 41.0%), from the
comparable period in the prior year (41.8%).
Operating expenses as a percentage of net sales were 15.1% for the first
nine months of fiscal 1999 compared to 14.1% 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 $5,308 (18.5%). The increase in net income was
attributable primarily to the increase in retail sales of grocery and general
merchandise, an increase in the number of gallons of gasoline sold, and an
increased number of stores in operation at least three years.
YEAR 2000
Management has substantially completed its "Year 2000" programefforts to prepare
the Company's information technology systems (including hardware, software and
application programs) for year 2000 compliance. The Company expects to see
little direct impact on its operations given the nature of the business and the
Company's business relationships, the corrective steps taken to date, and the
contingency plans being put in place throughout 1999. All necessary
expenditures, which are not expected to be material (including internal staff
and consulting costs), will be funded through operating cash flow. The Company
also is analyzing and working cooperatively with third parties having systems
upon which the Company and its
stores must rely, and seekingdeveloping contingency plans with respect
thereto, but cannot give any assurances that the systems of such other parties
will be year 2000 compliant on a timely basis. Systems operated by others which
the Company and its storeswould use and/or rely upon in their daily operations include those of banking institutions and
telephone companies, as well as vendor and franchisee workstations and product
ordering systems. The Company can
provide no assurances that the third-party systems upon which the Company and
its stores rely will be year 2000 compliant. Company store operations and the
Company's business and financial condition and/or results
of operations could be materially adversely affected by athe failure of its
systems and applications or those operated by such other third parties to perform as intended on and after
January 1, 2000. The Company is developing contingency plans for its year 2000
exposure to such systems and applications.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.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,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 5. OTHER INFORMATION.
The Company has hired James Shaffer as Chief Financial Officer, effective
April 1, 1999. Shaffer is a former Senior Vice President and Chief Financial
Officer of the Allied Insurance Group, and will report to Ronald M. Lamb,
President and Chief Executive Officer.
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: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)
4.3 Note Agreement dated as of February 1, 1993 between
Casey's General Stores, Inc. and Principal Mutual Life
Insurance Company and Nippon Life Insurance Company of
America (e) and First Amendment thereto (f)
4.4 Note Agreement dated as of December 1, 1995 between
Casey's General Stores, Inc. and Principal Mutual Life
Insurance Company (f)
4.5 Note Agreement dated as of December 1, 1997 among the
Company and Principal Mutual Life Insurance Company,
Nippon Life Insurance Company of America and TMG Life
Insurance Company (g)
4.6 Note Agreement dated as of April 15, 1999 among the
Company and Principal Life Insurance Company and other
purchasers of 6.18% to 7.23% Senior Notes, Series A
through Series F (i)
11 Statement regarding computation of per share earnings
27 Financial Data Schedule
99 Cautionary Statement Relating to Forward-Looking
Statements (h)
- ------------------------------------
(a) Incorporated by reference from the Registration Statement on Form 8-A (0-12788)(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 OctoberJanuary 31, 1996, filed December 13, 1996.
(b) There were no reports1997.
(i) Incorporated by reference from the Current Report on Form 8-K filed duringMay
10, 1999.
(b) On May 10, 1999, the quarter for
which thisCompany filed a Current Report is filed.
on Form
8-K with respect to (i) the issuance on April 27, 1999 of
$50,000,000 principal amount of 6.18% to 7.23% Senior Notes,
Series A through Series F, and (ii) the approval of a Third
Amendment to Rights Agreement dated as of May 5, 1999 between
the Company and UMB Bank, n.a., as Rights Agent.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CASEY'S GENERAL STORES, INC.
Date: March 16,September 7, 1999 By: /s/ John G. Harmon
-------------------------------------
John G. Harmon
Secretary/Treasurer
(Authorized Officer and Principal
Financial Officer)
EXHIBIT INDEX
Exhibit No. Description Page
- ----------------------- ----------- ----
11 Statement regarding 17
computation of
per share earnings
27 Financial Data Schedule 18