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
CASEYS 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
(Registrants 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.
CASEYS GENERAL STORES, INC.
| Page | ||||
| PART I - FINANCIAL INFORMATION |
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| 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 | |||
| 8 | ||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
12 | ||
| Item 3. |
19 | |||
| Item 4. |
20 | |||
| PART II - OTHER INFORMATION |
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| Item 1. |
20 | |||
| Item 5. |
21 | |||
| Item 6. |
21 | |||
| 24 | ||||
- 2 -
PART I - FINANCIAL INFORMATION
| Item 1. | Financial Statements. |
CASEYS 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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CASEYS 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.
- 4 -
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.
- 5 -
CASEYS 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 | ) | |||
- 6 -
CASEYS 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.
- 7 -
CASEYS 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 Companys 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. |
- 8 -
| 4. | The Company accounts for environmental contamination costs in accordance with the Emerging Issues Task Force (EITF) Issue No. 90-8, Capitalization of Costs to Treat Environmental Contamination. EITF No. 90-8 allows these costs to be capitalized if the costs extend the life of the asset or if the costs mitigate or prevent environmental contamination that has yet to occur. The Company also offsets these capitalized costs by any refunds received under the reimbursement programs described under Managements 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 Companys 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 | ||||
- 9 -
| 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 Companys 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 | ||
- 10 -
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 | ||
- 11 -
| 8. | The Companys 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. | Managements Discussion and Analysis of Financial Condition and Results of Operations (Dollars in Thousands). |
Overview
Caseys General Stores, Inc. (Caseys) and its wholly-owned subsidiaries (Caseys, together with its subsidiaries, are referred to herein as the Company), operate convenience stores under the name Caseys 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 Caseys 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 Companys franchisees and from the wholesale sale of certain grocery and general merchandise items and gasoline to franchised stores.
Approximately 63% of all Caseys 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 Caseys 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.
- 12 -
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 | |||||||||||||||||||