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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, 2004

 

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

incorporation or organization)

 

(I.R.S. Employer

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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) YES x NO ¨

 

As of August 27, 2004, the registrant had outstanding 50,058,862 shares of Common Stock, no par value.

 



Table of Contents

CASEY’S GENERAL STORES, INC.

 

INDEX

 

          Page

PART I - FINANCIAL INFORMATION

    

Item 1.

  

Consolidated Financial Statements

    
    

Consolidated condensed balance sheets - July 31, 2004 and April 30, 2004

   3
    

Consolidated condensed statements of income - three months ended July 31, 2004 and 2003

   5
    

Consolidated condensed statements of cash flows - three months ended July 31, 2004 and 2003

   6
    

Notes to consolidated condensed financial statements

   8

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   12

Item 3.

  

Quantitative and Qualitative Disclosure about Market Risk

   19

Item 4.

  

Controls and Procedures

   20

PART II - OTHER INFORMATION

    

Item 1.

  

Legal Proceedings

   20

Item 5.

  

Other Information

   21

Item 6.

  

Exhibits and Reports on Form 8-K

   21

SIGNATURE

        24

 

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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,
2004


   April 30,
2004


ASSETS

           

Current assets:

           

Cash and cash equivalents

   $ 59,508    45,887

Receivables

     6,186    5,751

Inventories

     78,155    77,895

Prepaid expenses

     7,067    6,392

Income tax receivable

     5,393    10,882
    

  

Total current assets

     156,309    146,807
    

  

Other assets

     1,173    1,154

Property and equipment, net of accumulated depreciation July 31, 2004, $421,042 April 30, 2004, $409,969

     689,721    686,625
    

  
     $ 847,203    834,586
    

  

 

See notes to consolidated condensed financial statements.

 

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(Continued)

(DOLLARS IN THOUSANDS)

 

     July 31,
2004


   April 30,
2004


LIABILITIES AND SHAREHOLDERS’ EQUITY            

Current liabilities:

           

Current maturities of long-term debt

   $ 31,721    28,345

Accounts payable

     91,128    83,388

Accrued expenses

     36,439    34,107
    

  

Total current liabilities

     159,288    145,840
    

  

Long-term debt, net of current maturities

     127,692    144,158

Deferred income taxes

     102,159    99,159

Deferred compensation

     5,741    5,635
    

  

Total liabilities

     394,880    394,792
    

  

Shareholders’ equity

           

Preferred stock, no par value

     —      —  

Common Stock, no par value

     44,498    44,155

Retained earnings

     407,825    395,639
    

  

Total shareholders’ equity

     452,323    439,794
    

  
     $ 847,203    834,586
    

  

 

See notes to consolidated condensed financial statements.

 

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CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Unaudited)

(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 

     Three Months Ended
July 31,


     2004

   2003

Net sales

   $ 733,859    609,371

Franchise revenue

     328    503
    

  
       734,187    609,874
    

  

Cost of goods sold

     610,652    495,240

Operating expenses

     83,317    77,150

Depreciation and amortization

     12,669    12,165

Interest, net

     2,799    3,245
    

  
       709,437    587,800
    

  

Income before income taxes

     24,750    22,074

Income taxes

     8,811    8,057
    

  

Net income

   $ 15,939    14,017
    

  

Earnings per share

           

Basic

   $ .32    .28
    

  

Diluted

   $ .32    .28
    

  

 

See notes to consolidated condensed financial statements.

 

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(DOLLARS IN THOUSANDS)

 

     Three Months Ended
July 31,


 
     2004

    2003

 

Cash flows from operations:

              

Net income

   $ 15,939     14,017  

Adjustments to reconcile net income to net cash provided by operations:

              

Depreciation and amortization

     12,669     12,165  

Loss on sale of property and equipment

     622     384  

Deferred income taxes

     3,000     2,750  

Changes in assets and liabilities:

              

Receivables

     (435 )   (51 )

Inventories

     (260 )   (9,665 )

Prepaid expenses

     (675 )   (494 )

Accounts payable

     7,740     7,918  

Accrued expenses

     2,332     (2,016 )

Income taxes payable

     5,489     5,422  

Other, net

     87     102  
    


 

Net cash provided by operations

     46,508     30,532  
    


 

Cash flows from investing:

              

Purchase of property and equipment

     (16,710 )   (18,250 )

Proceeds from sale of property and equipment

     323     1,422  
    


 

Net cash used in investing activities

     (16,387 )   (16,828 )
    


 

 

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CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued)

(DOLLARS IN THOUSANDS)

 

     Three Months Ended
July 31,


 
     2004

    2003

 

Cash flows from financing:

              

Payment of long-term debt

     (13,090 )   (1,561 )

Proceeds from exercise of stock options

     343     1,217  

Payment of cash dividends

     (3,753 )   (1,242 )
    


 

Net cash used in financing activities

     (16,500 )   (1,586 )
    


 

Net increase in cash and cash equivalents

     13,621     12,118  

Cash and cash equivalents at beginning of the period

     45,887     40,544  
    


 

Cash and cash equivalents at end of the period

   $ 59,508     52,662  
    


 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION

 

     Three Months Ended
July 31,


 
     2004

   2003

 

Cash paid (received) during the year for

             

Interest, net of amount capitalized

   $ 4,481    4,633  

Income taxes

     322    (115 )

Noncash investing and financing activities

             

Property and equipment acquired through an installment purchase or a capitalized lease obligation

     —      45  

 

See notes to consolidated condensed financial statements.

 

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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 July 31, 2004, the results of operations for the three months ended July 31, 2004 and 2003, and the cash flows for the three months ended July 31, 2004 and 2003. 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 from franchisees, and rent for franchise signage and 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.

 

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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” herein.

 

5. During the third quarter of fiscal 2004, the Company implemented a change in accounting principle from valuing retail gasoline inventories at the lower of cost or market utilizing the last-in, first-out (LIFO) method to valuing retail gasoline inventories at the lower of cost or market utilizing the first-in, first-out (FIFO) method. This change was adopted because the FIFO method better measures the current value of gasoline inventory, provides a more accurate reflection of the Company’s financial position and more closely matches the actual costs and revenues associated with the sale of gasoline. The three months ended July 31, 2003 Consolidated Statement of Operations and three month ended Consolidated Statement of Cash Flows have been restated to apply the new method retroactively.

 

    

Three Months Ended

July 31, 2003


(Dollars in thousands except per share amounts)    As previously
reported


   As restated for
LIFO to FIFO


Net income

   $ 13,827    14,017

Earnings per common share

           

Basic

   $ .28    .28

Diluted

   $ .28    .28

Weighted average shares outstanding

           

Basic

     49,740,812     

Diluted

     49,902,664     

 

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6. The Company has elected the pro forma disclosure option of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation. The Company will continue applying the accounting treatment prescribed by the provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees. Pro forma net earnings and pro forma net earnings per common share have been provided as if SFAS No. 123 were adopted for all stock-based compensation plans.

 

The Company applies APB Opinion No. 25 in accounting for its incentive stock option plan; accordingly, the financial statements recognize no compensation cost for stock options. Had the Company determined compensation cost of its stock options based on the fair value at the grant date under SFAS No. 123, the Company’s net income would have been reduced to the pro forma amounts shown in the following table:

 

     Three Months Ended
July 31,


     2004

   2003

Net income, as reported

   $ 15,939    $ 14,017

Deducted amount

             

Total stock-based employee compensation expense determined by fair-value method for all awards, net of related tax effects

     105      51

Pro forma net income

   $ 15,834    $ 13,966

Basic earnings per share

             

As reported

   $ 0.32    $ 0.28

Pro forma

   $ 0.32    $ 0.28

Diluted earnings per share

             

As reported

   $ 0.32    $ 0.28

Pro forma

   $ 0.32    $ 0.28

 

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The weighted average fair value of the stock options granted during the three months ended July 31, 2004 and 2003 was $4.00 and $3.96 per share, respectively, on the date of grant. Fair value was calculated using the Black Scholes option-pricing model with the following weighted average assumptions: July 31, 2004 - expected dividend yield of 0.95%, risk-free interest rate of 3.8%, estimated volatility of 24%, and an expected life of 5.8 years; July 31, 2003 - expected dividend yield of 0.89%, risk-free interest rate of 3.9%, estimated volatility of 24%, and an expected life of 5.8 years.

 

7. Computations for basic and diluted earnings per common share are presented below (in thousands, except share and per share amounts):

 

    

Three Months Ended

July 31,


     2004

   2003

Basic earnings per share

           

Weighted average number of shares outstanding

     50,036,862    49,740,812
    

  

Net income

   $ 15,939    14,017
    

  

Basic earnings per common share

   $ .32    .28
    

  
             

Diluted earnings per share

           

Weighted average number of shares outstanding

     50,036,862    49,740,812

Shares applicable to stock options

     199,479    161,852
    

  
       50,236,341    49,902,664
    

  

Net income

   $ 15,939    14,017
    

  

Diluted earnings per common share

   $ .32    .28
    

  

 

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8. 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 included in the Annual Report on Form 10-K for the fiscal year ended April 30, 2004. These interim consolidated condensed financial statements should be read in conjunction with that Cautionary Statement.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in Thousands).

 

Overview

 

Casey’s General Stores, Inc. (“Casey’s”) and its wholly-owned subsidiaries (Casey’s, together with its subsidiaries, are referred to herein as the “Company”), operate convenience stores under the name “Casey’s General Store” in nine Midwestern states, primarily Iowa, Missouri and Illinois. All stores offer gasoline for sale on a self-serve basis and carry a broad selection of food (including freshly prepared foods such as pizza, donuts and sandwiches), beverages, tobacco products, health and beauty aids, automotive products and other non-food items. On July 31, 2004, there were a total of 1,359 Casey’s General Stores in operation, of which 1,325 were owned by the Company and 34 stores were operated by 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.

 

The Company derives its revenue primarily from the retail sale of gasoline and the products offered in Company stores. The Company also generates a small amount of its revenues from the Company’s franchisees and from the wholesale sale of certain grocery and general merchandise items and gasoline to franchised stores.

 

Approximately 63% of all Casey’s General Stores are located in areas with populations of fewer than 5,000 persons, while approximately 11% of all stores are located in communities with populations exceeding 20,000 persons. The Company operates a central warehouse, the Casey’s Distribution Center, adjacent to its Corporate Headquarters facility in Ankeny, Iowa, through which it supplies grocery and general merchandise items to Company and franchised stores.

 

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Three Months Ended July 31, 2004 Compared to Three Months Ended July 31, 2003 (Dollars and Gallons in Thousands)

 

Three months ended 7/31/04    Gasoline

    Grocery &
other
merchandise


    Prepared
food &
fountain


    Other

    Total

 

Sales

   $ 480,464     $ 196,142     $ 52,188     $ 5,065     $ 733,859  

Gross profit

   $ 31,037     $ 61,313     $ 30,641     $ 216     $ 123,207  

Margin

     6.5 %     31.3 %     58.7 %     4.3 %     16.8 %

Gasoline Gallons

     262,388