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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K405
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended April 30, 2002
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 BLVD., ANKENY, IOWA
(Address of principal executive offices)
50021
(Zip Code)
(515) 965-6100
(Registrant's telephone number, including area code)
Securities Registered Pursuant To Section 12(b) Of The Act:
NONE
Securities Registered Pursuant To Section 12(g) Of The Act:
COMMON STOCK
(Title of Class)
COMMON SHARE PURCHASE RIGHTS
(Title of Class)
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
At the close of business on July 19, 2002, the Company had 49,626,062
shares of Common Stock, no par value, issued and outstanding. The aggregate
market value of the 43,618,219 shares of Common Stock held by non-affiliates of
the Company on that date was $436,182,190, based on a last reported sales price
of $10.00 per share on said date.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents, as set forth herein, are incorporated
by reference into the listed Parts and Items of this report on Form 10-K:
1. Annual Report to shareholders for fiscal year ended April 30, 2002
(Items 5, 6, 7 and 8 of Part II and Item 14(a) of Part IV).
2. Proxy Statement to be filed with the Securities and Exchange Commission
in connection with the Annual Meeting of shareholders to be held on September
20, 2002 (Items 10, 11, 12 and 13 of Part III).
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PART I
ITEM 1. BUSINESS
The Company
Casey's General Stores, Inc. ("Casey's") and its wholly-owned subsidiaries
(Casey's, together with its subsidiaries, shall be 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. The stores 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. In addition, all stores offer
gasoline for sale on a self-service basis. On April 30, 2002, there were a total
of 1,334 Casey's General Stores in operation, of which 1,258 were operated by
the Company ("Company Stores") and 76 stores were operated by franchisees
("Franchised Stores"). There were 50 Company Stores newly constructed in fiscal
2002 and two Company Stores purchased. There were also two Franchised Stores
newly opened in fiscal 2002. 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.
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 competes on the basis of price, as well as on the basis of traditional
features of convenience store operations such as location, extended hours and
quality of service.
Casey's, with executive offices at One Convenience Blvd., Ankeny, Iowa
50021-8045 (telephone 515/965-6100) was incorporated in Iowa in 1967. Two of the
Company's subsidiaries, Casey's Marketing Company (the "Marketing Company") and
Casey's Services Company (the "Services Company") also operate from the
Corporate Headquarters facilities, and were incorporated in Iowa in March 1995.
General
Casey's General Stores seek to meet the needs of residents of small towns
by combining features of both general store and convenience store operations.
Smaller communities often are not served by national-chain convenience stores.
The Company
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has been successful in operating Casey's General Stores in small towns by
offering, at competitive prices, a broader selection of products than a typical
convenience store.
In each of the past two fiscal years, the Company derived over 96% of its
gross profits from retail sales by Company Stores. It also derives income from
continuing monthly royalties based on sales by Franchised Stores, wholesale
sales to Franchised Stores, sign and facade rental fees and the provision of
certain maintenance, transportation and construction services to the Company's
franchisees. Sales at Casey's General Stores historically have been strongest
during the Company's first and second quarters and relatively weaker during its
fourth quarter. In the warmer months of the year (which comprise the Company's
first two fiscal quarters), customers tend to purchase greater quantities of
gasoline and certain convenience items such as beer, soft drinks and ice. Due to
the continuing emphasis on higher-margin, freshly prepared food items, however,
Casey's net sales and net income (with the exception of the fourth quarter) have
become somewhat less seasonal in recent years.
The following table shows the number of Company Stores and Franchised
Stores in each state on April 30, 2002:
Company Franchised
State Stores Stores Total
----- ------ ------ -----
Iowa ................. 306 39 345
Illinois ............. 349 16 365
Indiana .............. 53 0 53
Kansas ............... 103 1 104
Minnesota ............ 82 7 89
Missouri ............. 263 8 271
Nebraska ............. 56 4 60
South Dakota ......... 32 0 32
Wisconsin ............ 14 1 15
Total ............. 1,258 (94%) 76 (6%) 1,334 (100%)
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The Company has operational responsibility for all Company Stores.
Franchised Stores generally follow the same operating policies as Company Stores
and are subject to Company supervision pursuant to its franchise agreements.
Franchised Stores and Company Stores offer substantially the same products and
conform to the same basic store design.
The following table shows the number of Company and Franchised Stores
opened, closed, Franchised Stores converted to Company Stores and total stores
in operation during each of the last five fiscal years:
Stores in
Fiscal Year New Operation
Ended Stores Closed Converted at End of
April 30, Opened Stores Stores Period
- ----------- ------ ------ --------- ---------
1998
Company ............. 75 7 0 946
Franchised .......... 0 1 (0) 163
-- -- -----
Total .......... 75 8 1,109
1999
Company ............. 80 4 0 1,022
Franchised .......... 1 3 (0) 161
-- -- -----
Total .......... 81 7 1,183
2000
Company ............. 84 4 17 1,119
Franchised .......... 1 18 (17) 127
-- -- -----
Total .......... 85 22 1,246
2001
Company ............. 45 2 29 1,191
Franchised .......... 0 3 (29) 95
-- -- -----
Total .......... 45 5 1,286
2002
Company ............. 52 6 21 1,258
Franchised .......... 2 0 (21) 76
-- -- -----
Total .......... 54 6 1,334
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Two Company Stores were opened in May and June 2002 and 14 Company
Stores were under construction at June 30, 2002. On June 30, 2002, the Company
had purchased or had the right to purchase 26 additional store sites. All the
stores under construction or planned for construction on such sites will be
Company Stores. Management anticipates opening approximately 15 new Company
Stores during fiscal 2003.
The Company intends to continue to increase the number of Company
Stores, and the proportion of Company Stores relative to Franchised Stores,
because of the greater profitability of Company Stores and the Company's greater
operating control over such stores. See "BUSINESS - Franchise Operations"
herein. The Company anticipates it will increase the number of Company Stores
through construction of new stores and the acquisition of existing Franchised
Stores. The Company converted 21 stores from Franchised Stores to Company Stores
during fiscal 2002.
Management believes that its current market area presents substantial
opportunities for continued growth, and the Company intends to concentrate its
expansion efforts in this area before pursuing expansion in other geographic
markets. In the opinion of management, the Casey's Distribution Center in
Ankeny, Iowa can adequately supply the general merchandise requirements of up to
450 additional stores.
In its expansion, the Company intends to follow its traditional store
site selection criteria and to locate most new stores in small towns, and along
busy highways near or at the edge of larger metropolitan areas.
Corporate Subsidiaries
The Marketing Company and the Services Company were organized as Iowa
corporations in March 1995, and both are wholly-owned subsidiaries of Casey's.
Certain Casey's employees became employees of the Marketing Company or the
Services Company on May 1, 1995, and both of those subsidiaries assumed certain
responsibilities and functions formerly held by Casey's on that date.
Casey's East Central, Inc., an Iowa corporation ("Casey's East
Central"), was organized as a wholly-owned subsidiary of the Marketing Company
in April 1999. At the same time, Casey's East Central and Casey's formed Casey's
Enterprises, LLC, an Iowa limited liability company ("Casey's Enterprises") for
the purpose of owning and operating Company Stores in the State of Indiana.
Casey's now operates Company Stores in the States of Illinois, Kansas,
Minnesota,
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Nebraska and South Dakota. Casey's also holds the rights to the Casey's
trademark and trade name, and serves as franchisor in connection with the
operation of Franchised Stores. The Marketing Company has responsibility for the
operation of Company Stores in the States of Iowa, Missouri and Wisconsin. The
Marketing Company also has responsibility for all Company wholesale operations,
including the operation of the Casey's Distribution Center. Casey's East Central
employs store personnel in Indiana who operate the convenience stores owned by
Casey's Enterprises in that state. The Services Company provides a variety of
construction and transportation services for all Company Stores.
Store Operations
Products Offered
Each Casey's General Store typically carries approximately 1,800 food
and non-food items. The products offered are those normally found in a
supermarket, except that the stores do not sell produce or fresh meats, and
selection is generally limited to one or two well-known brands of each item
stocked. Most staple foodstuffs carried are of nationally advertised brands.
Stores sell regional brands of dairy and bakery products, and approximately 85%
of the stores offer beer. The non-food items carried include tobacco products,
health and beauty aids, school supplies, housewares, pet supplies, photo
supplies, ammunition and automotive products.
All of the Casey's General Stores offer gasoline or gasohol for sale on
a self-service basis. The gasoline and gasohol offered by the stores generally
are sold under the Casey's name, although some Franchised Stores sell gasoline
under a major oil company brand name.
It is management's policy to experiment with additions to the Company's
product line, especially products with higher gross profit margins. As a result
of this policy, the Company has added various prepared food items to its product
line over the years. In 1980, the Company initiated the installation of "snack
centers" which now are in all Company Stores. The snack centers sell sandwiches,
fountain drinks, and other items that have gross profit margins higher than
those of general staple goods. The Company also sells donuts, prepared on store
premises, in approximately 99% of the stores as of April 30, 2002, as well as
cookies, brownies, danish, cinnamon rolls and muffins, and is installing
donut-making facilities in all newly constructed stores.
The Company began marketing made-from-scratch pizza in 1984, expanding
its
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availability to 1,290 (97%) stores as of April 30, 2002. Management believes
pizza is the Company's most popular prepared food product, although the Company
continues to expand its prepared food product line, which now includes ham and
cheese, tenderloin, sausage and chicken breast sandwiches, barbeque rib
sandwich, chicken tenders, breakfast croissants and biscuits, breakfast pizza,
hash browns, quarter-pound hamburgers and cheeseburgers and potato wedges.
The pizza and other prepared food products are made on store premises
with ingredients delivered from the Casey's Distribution Center. Pizza generally
is available in three sizes with ten different toppings and is sold for take-out
between the hours of 4:00 P.M. and 11:00 P.M. In addition, at selected store
locations a luncheon menu consisting of pizza-by-the-slice and sandwiches is
available.
An important part of the Company's marketing strategy is to increase
sales volume by pricing competitively on price-sensitive items. On less
price-sensitive items, it is the Company's policy to maintain, or in the case of
Franchised Stores to recommend, a Company-wide pricing structure in each store
that is generally comparable to that of other convenience, gasoline or grocery
stores located in the area and competing for the same customers.
Management attributes the Company's ability to offer competitive prices
to a number of factors, including the Company's central distribution system, its
purchasing practices which avoid dependence upon jobbers and vendors by relying
on a few large wholesale companies and its success in minimizing land,
construction and equipment costs.
Management's decision to add snack center items, freshly prepared
donuts and pizza to the Company's product selection reflects its strategy to
promote high profit margin products that are compatible with convenience store
operations. Although retail sales of non-gasoline items during the last three
fiscal years have generated approximately 38% of the Company's retail sales,
such sales resulted in approximately 75% of the Company's gross profits from
retail sales. Gross profit margins for prepared foods items, which have averaged
approximately 56% during the last three fiscal years, are significantly higher
than the gross profit margin for retail sales of gasoline, which has averaged
approximately 8% during such period.
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Store Design
Casey's General Stores are free-standing and, with a few exceptions to
accommodate local conditions, conform to standard construction specifications.
During the fiscal year ended April 30, 2002, the aggregate investment in the
land, building, equipment and initial inventory for a typical Company Store
averaged approximately $1,000,000. The standard building designed by the Company
is a pre-engineered steel frame building mounted on a concrete slab. The current
store design measures 40 feet by 68 feet, with approximately 1,300 square feet
devoted to sales area, 500 square feet to kitchen space, 500 square feet to
storage and two large public restrooms. Store lots have sufficient frontage and
depth to permit adequate drive-in parking facilities on one or more sides of
each store. Each store typically includes three or four islands of gasoline
dispensers and storage tanks having a capacity of 24,000 to 30,000 gallons of
gasoline. The merchandising display in each store follows a standard layout
designed to encourage a flow of customer traffic through all sections of the
store. All stores are air conditioned and have modern refrigeration facilities.
The store locations feature the Company's bright red and yellow pylon sign and
facade, both of which display the name and service mark of the Company.
All Casey's General Stores remain open at least 16 hours per day, seven
days a week. Most store locations are open from 6:00 a.m. to 11:00 p.m.,
although hours of operation may be adjusted on a store-by-store basis to
accommodate customer traffic patterns. The Company requires that all stores
maintain a bright, clean store interior and provide prompt check-out service. It
is the Company's policy not to permit the installation of electronic games or
sale of adult magazines on store premises.
Store Locations
The Company traditionally has located its stores in small towns not
served by national-chain convenience stores. Approximately 63% of all stores
operate 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. Management believes that a Casey's General Store
provides a service not otherwise available in small towns, and that a
convenience store in an area with limited population can be profitable if it
stresses sales volume and competitive prices. The Company's store site selection
criteria emphasize the population of the immediate area and daily highway
traffic volume. Management believes that, if there is no competing store, a
Casey's General Store may operate profitably at a highway location in a
community with a population of as few as 500 persons.
-9-
Gasoline Operations
Gasoline sales are an important part of the Company's sales and earnings.
Approximately 58% of Casey's net sales for the year ended April 30, 2002 were
derived from the retail sale of gasoline. The following table summarizes
gasoline sales by Company Stores for the three fiscal years ended April 30,
2002:
Year Ended April 30,
-------------------
2002 2001 2000
---- ---- ----
Number of
Gallons Sold 927,537,778 799,973,969 783,249,741
Total Retail
Gasoline Sales $1,191,157,369 $1,163,025,929 $934,455,675
Percentage of
Net Sales 58.0% 60.5% 56.7%
Gross Profit 7.5% 7.6% 8.2%
Percentage
Average Retail
Price per Gallon $ 1.28 $ 1.45 $ 1.19
Average Gross Profit
Margin per Gallon 9.62(cents) 11.06(cents) 9.84(cents)
Average Number of
Gallons Sold per
Company Store * 755,355 692,124 734,262
______________________________
* Includes only those stores that had been in operation for at least one full
year before commencement of the periods indicated.
-10-
Retail prices of gasoline decreased during the year ended April 30, 2002.
The total number of gallons sold by the Company during this period increased,
primarily as the result of the increased number of Company Stores in operation
and the Company's efforts to price its retail gasoline competitively in the
market area served by the particular store. See "BUSINESS--Store
Operations--Competition" herein. As a result of these conditions, total retail
gasoline sales by the Company increased during the period, while the percentage
of such sales to the Company's total net sales decreased.
Retail gasoline profit margins have a substantial impact on the Company's
net income. Profit margins on gasoline sales can be adversely affected by
factors beyond the control of the Company, including over-supply in the retail
gasoline market, uncertainty or volatility in the wholesale gasoline market and
price competition from other gasoline marketers. Any substantial decrease in
profit margins on gasoline sales or number of gallons sold could have a material
adverse effect on the Company's earnings.
The Company purchases its gasoline from independent national and regional
petroleum distributors. Although in recent years the Company's suppliers have
not experienced any difficulties in obtaining sufficient amounts of gasoline to
meet the Company's needs, unanticipated national and international events could
result in a reduction of gasoline supplies available for distribution to the
Company. A substantial curtailment in gasoline supplied to the Company could
adversely affect the Company by reducing gasoline sales. Further, management
believes that a significant amount of the Company's business results from the
patronage of customers primarily desiring to purchase gasoline and, accordingly,
reduced gasoline supplies could adversely affect the sale of non-gasoline items.
These factors could have a material adverse impact upon the Company's earnings
and operations.
Distribution and Wholesale Arrangements
The Marketing Company supplies all Company Stores and all Franchised Stores
with groceries, food, health and beauty aids and general merchandise from the
Casey's Distribution Center. The stores place orders for merchandise through a
telecommunications link-up to the computer at the Company's headquarters in
Ankeny, and weekly shipments are made from the Casey's Distribution Center by 50
Company-owned delivery trucks. The Marketing Company charges Franchised Stores
processing and shipping fees for each order filled by the Casey's Distribution
Center. The efficient service area of the Casey's Distribution Center is
approximately 500 miles, which encompasses all of the Company's existing and
proposed stores.
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The Marketing Company's only wholesale sales are to Franchised Stores, to
which it sells groceries, prepared sandwiches, ingredients and supplies for
donuts, sandwiches and pizza, health and beauty aids, general merchandise and
gasoline. Although the Company derives income from this activity, it makes such
sales, particularly gasoline sales, at narrow profit margins in order to promote
the competitiveness and increase the sales to Franchised Stores.
In fiscal 2002, the Company purchased directly from manufacturers
approximately 90% of the food and non-food items sold from the Casey's
Distribution Center. It is the Company's practice, with few exceptions, not to
enter into contracts with any of the suppliers of products sold by Casey's
General Stores. Management believes that the absence of such contracts is
customary in the industry for purchasers such as the Company and enables the
Company to respond flexibly to changing market conditions.
Franchise Operations
Casey's has franchised Casey's General Stores since 1970. In addition to
generating income for Casey's, franchising historically enabled Casey's to
obtain desirable store locations from persons who have preferred to become
franchisees rather than to sell or lease their locations to Casey's. Franchising
also enabled Casey's to expand its system of stores at a faster rate, thereby
achieving operating efficiencies in its warehouse and distribution system as
well as greater identification in its market area. As the Company has grown and
strengthened its financial resources, the advantages of franchising have
decreased in importance and in recent years management generally has granted new
franchises only to existing franchisees operating in states other than Iowa on a
limited basis. From April 30, 1983 to April 30, 2002, the percentage of Company
Stores increased from 44% to 94%. From inception to April 30, 2002, the Company
had converted 211 Franchised Stores to Company Stores by leasing or purchasing
such stores. As of April 30, 2002, there were a total of 42 franchisees
operating 76 Franchised Stores. The Company subsequently entered into agreements
with two franchisees to purchase three of the remaining 76 Franchised Stores, in
transactions scheduled for consummation prior to June 30, 2002. See "BUSINESS -
General" herein.
On June 6, 2002, the Company offered, in a letter sent to 30 of the
remaining franchisees, to enter into discussions concerning the Company's
possible acquisition of all Franchised Stores owned and operated by each such
franchisee. (A total of 56 Franchised Stores are owned and operated by the 30
franchisees contacted by the Company). In each instance, the Company provided
the franchisee with the Company's estimate of the fair market value of the
affected Franchised Stores and described generally the Company's
-12-
expectations concerning the negotiation and terms of a purchase agreement
between the Company and the franchisee for the indicated Franchised Stores. The
Company has received inquiries from several of such franchisees concerning its
proposal, and expects to conduct discussions with a number of franchisees in the
coming weeks. There can be no assurance that such discussions will result in the
Company's acquisition of additional Franchised Stores from one or more of such
franchisees, or that the Company will be able to acquire any particular
Franchised Stores on terms favorable to the Company. The Company currently plans
to finance any such acquisitions through funds generated by operations.
All franchisees currently pay Casey's a royalty fee equal to 3% of gross
receipts derived from total store sales excluding gasoline, subject to a minimum
monthly royalty of $300. Casey's currently assesses a royalty fee of $.018 per
gallon on gasoline sales, although it has discretion to increase this amount to
3% of retail gasoline sales. In addition, franchisees pay Casey's a sign and
facade rental fee. The franchise agreements do not authorize Casey's to
establish the prices to be charged by franchisees. Further, except with respect
to certain supplies and items provided in connection with the opening of each
store, each franchisee has unlimited authority to purchase supplies and
inventory from any supplier, provided the products meet the Company's quality
standards. Franchise agreements typically contain a non-competition clause that
restricts the franchisee's ability to operate a convenience-style store in that
area for a period of two or three years following termination of the agreement.
Personnel
On April 30, 2002, the Company had 5,723 full-time employees and 8,825
part-time employees. The Company has not experienced any work stoppages. There
are no collective bargaining agreements between the Company and any of its
employees.
The Company's supervisory personnel are responsible for monitoring and
assisting all stores, including Franchised Stores. Centralized control of store
operations is primarily maintained by the Chief Operating Officer of the
Company, who is assisted by the Senior Vice President of Store Operations.
Reporting directly to the Senior Vice President of Store Operations are five
regional operations managers. Reporting directly to the regional managers are 27
district managers, each with responsibility over approximately equal numbers of
stores. Each district manager is generally in charge of six supervisors. Each of
the 158 supervisors in turn is responsible for the operations of approximately
eight individual stores.
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The majority of store managers and store personnel live in the community in
which their Casey's store is located. Training of store managers and store
personnel is conducted through the Store Operations Training Department overseen
by the Director of Store Operations Training. The Company operates a central
training facility at its Headquarters facility in Ankeny and provides continuing
guidance and training in the areas of merchandising, advertising and promotion,
administration, record keeping, accounting, inventory control and other general
operating and management procedures.
As an incentive to the Company's employees and those of franchisees,
management stresses an internal promotion philosophy. Most district managers and
store supervisors previously worked as store managers. At the senior management
level, one of the Company's executive officers has been employed by the Company
for more than twenty-six years, one has been employed for more than thirty years
and one has been employed for more than thirty-four years.
In addition to those three executive officers, the Company currently has a
Senior Vice President and Chief Operating Officer, a Senior Vice President of
Operations, a Vice President and Chief Financial Officer, and Vice Presidents of
Real Estate-Store Development, Marketing, Transportation, Advertising, Food
Service, Human Resources, Information Systems and Support Services. The Company
also has 39 other employees with managerial responsibilities in the areas of
store operations, gasoline marketing, real estate development, construction,
transportation, equipment maintenance, merchandising, advertising, Distribution
Center operations, payroll, accounting and data processing. The Company believes
that such employees are capable of carrying out their responsibilities without
substantial supervision by the executive officers.
Competition
The Company's business is highly competitive. Food, including prepared
foods, and non-food items similar or identical to those sold by the Company are
generally available from various competitors in the communities served by
Casey's General Stores. Management believes that its stores located in small
towns compete principally with local convenience stores, grocery stores and
similar retail outlets and, to a lesser extent, with prepared food outlets or
restaurants and expanded gasoline stations offering a more limited selection of
grocery and food items for sale. Stores located in more heavily populated
communities may compete with local and national grocery and drug store chains,
expanded gasoline stations, supermarkets, discount food stores and traditional
convenience stores. Convenience store chains competing in the larger towns
served by Casey's General Stores include 7-Eleven, Kwik Shops, and regional
chains. Some of the
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Company's competitors have greater financial and other resources than the
Company.
Gasoline sales, in particular, are intensely competitive. The Company
competes with both independent and national brand gasoline stations, some of
which may have access to more favorable arrangements for gasoline supply than do
the Company or the firms that supply its stores. Management believes that the
most direct competition for gasoline sales comes from other self-service
installations in the vicinity of individual store locations, some of whom
regularly offer non-cash discounts on self-service gasoline purchases such as a
"discounted" car wash or "mini-service." Company Stores generally do not offer
such discounts. In addition, management believes that Company Stores compete for
gasoline customers who regularly travel outside of their relatively smaller
community for shopping or employment purposes, and who therefore are able to
purchase gasoline while in nearby larger communities where retail gasoline
prices generally are lower. For this reason, the Company attempts to offer
gasoline for sale at prices comparable to those prevailing in nearby larger
communities.
The Company believes that the competitiveness of Casey's General Stores is
based on price (particularly in the case of gasoline sales) as well as on a
combination of store location, extended hours, a wide selection of name brand
products, self-service gasoline facilities and prompt check-out service. The
Company also believes it is important to its business to maintain a bright,
clean store and to offer quality products for sale.
Service Marks
The name "Casey's General Store" and the service mark consisting of the
Casey's design logo (with the words "Casey's General Store") are registered
service marks of Casey's under federal law. Management believes that these
service marks are of material importance in promoting and advertising the
Company's business.
Government Regulation
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 some with double-wall construction,
over-fill protection and electronic tank monitoring, and the Company
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has an active inspection and renovation program with respect to its older USTs.
The Company currently has 2,565 USTs of which 2,218 are fiberglass and 347 are
steel. Management of the Company currently believes that substantially all
capital expenditures for electronic monitoring, cathodic protection and
overfill/spill protection to comply with the existing UST regulations has been
completed. Additional regulations, or amendments to the existing UST
regulations, could result in 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. In each of the
years ended April 30, 2002 and 2001, the Company spent approximately $757,000
and $944,000, respectively, for assessments and remediation. Substantially all
of these expenditures have been submitted for reimbursement from state-sponsored
trust fund programs, and, as of June 30, 2002, approximately $5,700,000 has been
received from such programs. Such amounts are typically subject to statutory
provisions requiring repayment of the reimbursed funds for noncompliance with
upgrade provisions or other applicable laws. The Company has accrued a liability
at April 30, 2002, of approximately $200,000 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.
The Federal Trade Commission and some states, including Iowa, have adopted
laws regulating franchise operations. Existing laws generally require certain
disclosures and/or registration in connection with the sale of the franchises,
and regulate certain aspects of the relationship with franchisees, such as
rights of termination, renewal and transfer. Management does not believe that
the existing state registration and disclosure requirements, the federal
disclosure requirements, or the state laws regulating the contractual
relationship with franchisees have a material effect on the Company's
operations.
ITEM 2. PROPERTIES
The Company owns and has consolidated its Corporate Headquarters and
Distribution Center operations on a 36-acre site in Ankeny, Iowa. This facility
consists of approximately 255,000 square feet, including a central Corporate
Headquarters office building, Distribution Center and vehicle
service/maintenance center. The facility was completed in February 1990 and
placed in full service at that time.
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On April 30, 2002, Casey's owned the land at 1,209 locations and the
buildings at 1,222 locations, and leased the land at 49 locations and the
buildings at 36 locations. Most of the leases provide for the payment of a fixed
rent, plus property taxes and insurance and maintenance costs. Generally, the
leases are for terms of 10 to 20 years, with options to renew for additional
periods or options to purchase the leased premises at the end of the lease
period.
ITEM 3. LEGAL PROCEEDINGS
The Company from time to time is a party to legal proceedings, claims and
demands arising from the conduct of its business operations, including those
relating to personal injury, property damage and employment or personnel
matters, 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 proceedings pending as of the date of this Form 10-K is material
in the aggregate.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
-17-
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required in response to this Item is incorporated herein by
reference from the section entitled "INVESTOR INFORMATION - Common Stock Market
Prices" set forth on page 31 of the Company's Annual Report to shareholders for
the year ended April 30, 2002.
The cash dividends declared by the Company during the periods indicated
have been as follows:
Cash Dividend
Declared
-------------
Calendar 2000
-------------
First Quarter $.015
Second Quarter .020
Third Quarter .020
Fourth Quarter .020
----
$.075
Calendar 2001
-------------
First Quarter $.020
Second Quarter .020
Third Quarter .020
Fourth Quarter .020
----
$.080
Calendar 2002
-------------
First Quarter $.020
Second Quarter .025
-18-
ITEM 6. SELECTED FINANCIAL DATA
The information required in response to this Item is incorporated herein by
reference from the section entitled "FINANCIAL INFORMATION - Selected Financial
Data" set forth on page 16 of the Company's Annual Report to shareholders for
the year ended April 30, 2002
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required in response to this Item is incorporated herein by
reference from pages 17 through 21 of the Company's Annual Report to
shareholders for the year ended April 30, 2002.
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to market risk for changes in interest rates relates
primarily to its investment portfolio and long-term debt obligations.
The Company places its investments with high quality credit issuers and, by
policy, limits the amount of credit exposure to any one issuer. As stated in its
policy, the Company's first priority is to reduce the risk of principal loss.
Consequently, the Company seeks to preserve its invested funds by limiting
default risk, market risk and
-19-
reinvestment risk. The Company mitigates default risk by investing in only high
quality credit securities that it believes to be low risk and by positioning its
portfolio to respond appropriately to a significant reduction in a credit rating
of any investment issuer or guarantor. The portfolio includes only marketable
securities with active secondary or resale markets to ensure portfolio
liquidity.
The Company believes that an immediate 100 basis point move in interest
rates affecting the Company's floating and fixed rate financial instruments as
of April 30, 2002, would have an immaterial effect on the Company's pretax
earnings. The Company also believes that an immediate 100 basis point move in
interest rates would have an immaterial effect on the fair value of the
Company's financial instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required in response to this Item is incorporated herein
by reference from pages 22 through 30 of the Company's Annual Report to
shareholders for the year ended April 30, 2002.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
That portion of the Company's definitive Proxy Statement appearing under
the caption "Election of Directors," to be filed with the Commission pursuant to
Regulation 14A within 120 days after April 30, 2002 and to be used in connection
with the Company's Annual Meeting of shareholders to be held on September 20,
2002, is hereby incorporated by reference.
-20-
ITEM 11. EXECUTIVE COMPENSATION
That portion of the Company's definitive Proxy Statement appearing under
the caption "Executive Compensation," to be filed with the Commission pursuant
to Regulation 14A within 120 days after April 30, 2002 and to be used in
connection with the Company's Annual Meeting of shareholders to be held on
September 20, 2002, is hereby incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
That portion of the Company's definitive Proxy Statement appearing under
the captions "Shares Outstanding" and "Voting Procedures," to be filed with the
Commission pursuant to Regulation 14A within 120 days after April 30, 2002 and
to be used in connection with the Company's Annual Meeting of shareholders to be
held on September 20, 2002, is hereby incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
That portion of the Company's definitive Proxy Statement appearing under
the caption "Other Information Relating to Directors and Executive Officers," to
be filed with the Commission pursuant to Regulation 14A within 120 days after
April 30, 2002 and to be used in connection with the Company's Annual Meeting of
shareholders to be held on September 20, 2002, is hereby incorporated by
reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents Filed
The documents listed below are filed as a part of this Report on Form
10-K405 and are incorporated herein by reference:
(1) The following consolidated financial statements, shown on pages 22
through 30 of the Company's Annual Report to shareholders for the year
ended April 30, 2002:
-21-
Consolidated Balance Sheets, April 30, 2002 and 2001
Consolidated Statements of Income, Three Years Ended April 30, 2002
Consolidated Statements of Shareholders' Equity, Three Years
Ended April 30, 2002
Consolidated Statements of Cash Flows,
Three Years Ended April 30, 2002
Notes to Consolidated Financial Statements
Independent Auditors' Report
(2) The management contracts or compensatory plans or arrangements
required to be filed as an exhibit to this Form 10-K405 pursuant to
Item 14(c), consisting of the following:
Exhibit Number Document
-------------- --------
10.4(c) Seventh Amended and Restated
Casey's General Stores, Inc.
Employees' Stock Ownership
Plan and Trust Agreement
10.19 Casey's General Stores, Inc.
1991 Incentive Stock Option
Plan (j) and amendment
thereto (o)
10.21(a) Amended and Restated
Employment Agreement with
Donald F. Lamberti (z) and First
Amendment thereto (aa)
10.22(a) Amended and Restated
Employment Agreement with
Ronald M. Lamb (z) and First
Amendment thereto (aa)
10.24(a) Amended and Restated
Employment Agreement with
John G. Harmon (z) and First
Amendment thereto (ii)
-22-
10.30 Non-Qualified Supplemental Executive
Retirement Plan (z)
10.31 Non-Qualified Supplemental Executive
Retirement Plan Trust Agreement with
UMB Bank, n.a. (z)
10.32 Severance Agreement with Douglas K. Shull (bb)
10.33 Casey's General Stores, Inc.
2000 Stock Option Plan (ii)
______________________
(j) Incorporated by reference from the Registration Statement on Form S-8
(33-42907) filed September 23, 1991.
(l) Incorporated by reference from the Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 1992.
(o) Incorporated by reference from the Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 1994.
(t) Incorporated by reference from the Annual Report on Form 10-K for the
fiscal year ended April 30, 1994.
(v) Incorporated by reference from the Annual Report on Form 10-K for the
fiscal year ended April 30, 1995.
(w) Incorporated by reference from the Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 1997.
(z) Incorporated by reference from the Current Report on Form 8-K filed
November 10, 1997.
(aa) Incorporated by reference from the Current Report on Form 8-K filed April
12, 1998.
-23-
(bb) Incorporated by reference from the Current Report on Form 8-K filed July
28, 1998.
(ii) Incorporated by reference from the Annual Report on Form 10-K405 for the
fiscal year ended April 30, 2001.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the fiscal
quarter ended April 30, 2002.
(c) Exhibits
Exhibit
Number Document
------ --------
3.1(a) Restatement of the Restated and Amended Articles of
Incorporation (x)
3.2(a) Restatement of Amended and Restated By-Laws (w) and Amendments
thereto (dd), (hh)
4.2 Rights Agreement between Casey's General Stores, Inc. and UMB
Bank, n.a., as Rights Agent, relating to Common Share Purchase
Rights (e) and amendments thereto (i), (p), (q), (cc), (ee)
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 (n) and First
Amendment thereto (u)
4.4 Note Agreement dated as of December 1, 1995 between Casey's
General Stores, Inc. and Principal Mutual Life Insurance Company
(u)
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 (y)
4.6 Note Agreement dated as of April 15, 1999 among the Company and
Principal Life Insurance Company and other purchasers of
$50,000,000 Senior Notes, Series A through Series F (cc)
4.7 Note Purchase Agreement dated as of May 1, 2000 among the
Company and the purchasers of $80,000,000 in principal amount of
7.89% Senior Notes, Series 2000-A, due May 15, 2010 (ff)
9 Voting Trust Agreement (a) and Amendment thereto (d)
-24-
10.4(c) Seventh Amended and Restated Casey's General Stores, Inc.
Employees' Stock Ownership Plan and Trust Agreement
10.6 Lease Agreement between Casey's General Stores, Inc. and
Broadway Distributing Company (a)
10.8 Form of Franchise Agreement (a)
10.9 Form of Store Lease Agreement (a)
10.10 Form of Equipment Lease Agreement (a)
10.16 Secured Promissory Note dated November 30, 1989 given to
Principal Mutual Life Insurance Company (f)
10.18 Commercial Note with Norwest Bank Iowa, N.A.(k)
10.19 Casey's General Stores, Inc. 1991 Incentive Stock Option
Plan (j) and amendment thereto (o)
10.21(a) Amended and Restated Employment Agreement with Donald F.
Lamberti (z) and First Amendment thereto (aa)
10.22(a) Amended and Restated Employment Agreement with Ronald M.
Lamb (z) and First Amendment thereto (aa)
10.24(a) Amended and Restated Employment Agreement with John G.
Harmon (z) and First Amendment thereto (ii)
10.27 Non-Employee Directors' Stock Option Plan (s)
10.28 Term Note and Master Note with UMB Bank, n.a. (dd)
10.29 Form of "change of control" Employment Agreement (w)
10.30 Non-Qualified Supplemental Executive Retirement Plan (z)
10.31 Non-Qualified Supplemental Executive Retirement Plan Trust
Agreement with UMB Bank, n.a. (z)
10.32 Severance Agreement with Douglas K. Shull (bb)
10.33 Casey's General Stores, Inc. 2000 Stock Option Plan (ii)
11 Statement regarding computation of earnings per share
(included in Exhibit 13)
13 Consolidated Financial Statements from 2002 Annual Report
21 Subsidiaries of Casey's General Stores, Inc. (gg)
23.1 Consent of KPMG LLP
99 Cautionary Statement Relating to Forward-Looking Statements
(w)
______________________________
(a) Incorporated herein by reference from the Registration Statement on Form
S-1 (2-82651) filed August 31, 1983.
(b) Reserved.
-25-
(c) Reserved.
(d) Incorporated herein by reference from the Quarterly Report on Form 10-Q for
the fiscal quarter ended January 31, 1988 (0-12788).
(e) Incorporated herein by reference from the Registration Statement on Form
8-A filed June 19, 1989 (0-12788).
(f) Incorporated by reference from the Quarterly Report on Form 10-Q for the
fiscal quarter ended October 31, 1989.
(g) Incorporated by reference from the Annual Report on Form 10-K for the
fiscal year ended April 30, 1989.
(h) Reserved.
(i) 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.
(j) Incorporated by reference from the Registration Statement on Form S-8
(33-42907) filed September 23, 1991.
(k) Incorporated by reference from the Annual Report on Form 10-K for the
fiscal year ended April 30, 1991.
(l) Incorporated by reference from the Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 1992.
(m) Reserved.
(n) Incorporated by reference from the Current Report on Form 8-K filed
February 18, 1993.
(o) Incorporated by reference from the Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 1994.
(p) 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.
-26-
(q) 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.
(r) Reserved.
(s) Incorporated by reference from the Quarterly Report on Form 10-Q for the
fiscal quarter ended July 31, 1994.
(t) Incorporated by reference from the Annual Report on Form 10-K for the
fiscal year ended April 30, 1994.
(u) Incorporated by reference from the Current Report on Form 8-K filed January
11, 1996.
(v) Incorporated by reference from the Annual Report on Form 10-K for the
fiscal year ended April 30, 1995.
(w) Incorporated by reference from the Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 1997.
(x) Incorporated by reference from the Quarterly Report on Form 10-Q for the
fiscal quarter ended October 31, 1996.
(y) Incorporated by reference from the Current Report on Form 8-K filed January
7, 1998.
(z) Incorporated by reference from the Current Report on Form 8-K filed
November 10, 1997.
(aa) Incorporated by reference from the Current Report on Form 8-K filed April
2, 1998.
(bb) Incorporated by reference from the Current Report on Form 8-K filed July
28, 1998.
(cc) Incorporated by reference from the Current Report on Form 8-K filed May 10,
1999.
-27-
(dd) Incorporated by reference from the Quarterly Report on Form 10-Q for the
fiscal quarter ended July 31, 1997.
(ee) Incorporated by reference from the Current Report on Form 8-K filed
September 27, 1999.
(ff) Incorporated by reference from the Current Report on Form 8-K filed May
23, 2000.
(gg) Incorporated by reference from the Annual Report on Form 10-K405 for the
fiscal year ended April 30, 2000.
(hh) Incorporated by reference from the Quarterly Report on Form 10-Q for the
fiscal quarter ended July 31, 2000.
(ii) Incorporated by reference from the Annual Report on Form 10-K405 for the
fiscal year ended April 30, 2001.
-28-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant)
Date: July 23, 2002 By: /s/ Ronald M. Lamb
---------------------------------
Ronald M. Lamb,
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date: July 23, 2002 By: /s/ Ronald M. Lamb
---------------------------------
Ronald M. Lamb
Chief Executive Officer, Director
Date: July 23, 2002 By: /s/ Donald F. Lamberti
----------------------
Donald F. Lamberti
Chairman of the Executive Committee,
Director
-29-
Date: July 23, 2002 By: /s/ John G. Harmon
-------------------------------------
John G. Harmon
Secretary/Treasurer, Director
(Principal Financial Officer and
Principal Accounting Officer)
Date: July 23, 2002 By: /s/ Patricia Clare Sullivan
-------------------------------------
Patricia Clare Sullivan
Director
Date: July 23, 2002 By: /s/ Kenneth H. Haynie
-------------------------------------
Kenneth H. Haynie
Director
Date: July 23, 2002 By: /s/ John R. Fitzgibbon
-------------------------------------
John R. Fitzgibbon
Director
Date: July 23, 2002 By: /s/ Jack P. Taylor
-------------------------------------
Jack P. Taylor
Director
-30-
EXHIBIT INDEX
-------------
Exhibit No. Description Page
- ----------- ----------- ----
9 Amendment to Voting Trust Agreement
10.4(c) Seventh Amended and Restated Casey's
General Stores, Inc. Employees' Stock
Ownership Plan and Trust Agreement
13 Consolidated Financial Statements from
2002 Annual Report to shareholders
23.1 Consent of KPMG LLP
-31-