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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 October 31, 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 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 49,649,712 shares
(Class) (Outstanding at December 2, 2002)
CASEY'S GENERAL STORES, INC.
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
Consolidated condensed balance sheets -
October 31, 2002 and April 30, 2002 2
Consolidated condensed statements of
income - three and six months ended
October 31, 2002 and 2001 4
Consolidated condensed statements of
cash flows - six months ended
October 31, 2002 and 2001 5
Notes to consolidated condensed financial statements 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations. 9
Item 3. Quantitative and Qualitative Disclosure 14
about Market Risk.
Item 4. Controls and Procedures. 15
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. 15
Item 4. Submission of Matters to a Vote of
Security Holders. 15
Item 5. Other Information 16
Item 6. Exhibits and Reports on Form 8-K. 16
SIGNATURE 19
CERTIFICATIONS 20
1
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
October 31,
2002 April 30,
(Unaudited) 2002
----------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 28,727 18,946
Short-term investments ---- 10
Receivables 6,381 5,127
Inventories 66,483 60,498
Prepaid expenses 4,332 3,816
Income tax receivable ---- 9,222
----------- ---------
Total current assets 105,923 97,619
----------- --------
Other assets 954 992
Property and equipment, net of
accumulated depreciation
October 31, 2002, $345,506
April 30, 2002, $324,936 645,912 636,644
----------- ---------
$ 752,789 735,255
=========== =========
See notes to unaudited consolidated condensed financial statements.
2
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Continued)
(Dollars in Thousands)
October 31,
2002 April 30,
(Unaudited) 2002
----------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ ---- 5,275
Current maturities of
long-term debt 9,666 9,648
Accounts payable 63,374 69,912
Accrued expenses 28,783 27,238
Income taxes payable 2,894 ----
-------- --------
Total current liabilities 104,717 112,073
-------- --------
Long-term debt, net of current maturities 171,287 173,797
Deferred income taxes 79,786 75,786
Deferred compensation 4,416 4,380
-------- --------
Total liabilities 360,206 366,036
-------- --------
Shareholders' equity:
Preferred stock, no par value ---- ----
Common Stock, no par value 39,771 39,562
Retained earnings 352,812 329,657
-------- --------
Total shareholders' equity 392,583 369,219
-------- --------
$752,789 735,255
======== ========
See notes to unaudited consolidated condensed financial statements.
3
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(Dollars in Thousands, except per share amounts)
Three Months Ended Six Months Ended
October 31, October 31,
-------------------------- ------------------------------
2002 2001 2002 2001
----------- ----------- ------------ ----------
Net sales $ 548,480 551,985 1,098,977 1,125,820
Franchise revenue 649 796 1,357 1,672
--------- --------- --------- ---------
549,129 552,781 1,100,334 1,127,492
--------- --------- --------- ---------
Cost of goods sold 438,731 451,404 882,640 924,796
Operating expenses 74,051 67,547 146,948 134,720
Depreciation and amortization 11,760 11,074 23,395 21,881
Interest, net 3,179 3,024 6,530 6,127
--------- --------- --------- ---------
527,721 533,049 1,059,513 1,087,524
--------- --------- --------- ---------
Income before income taxes 21,408 19,732 40,821 39,968
Federal and state income taxes 7,963 7,340 15,185 14,868
--------- --------- --------- ---------
Net income $ 13,445 12,392 25,636 25,100
========= ========= ========= =========
Earnings per share
Basic $ .27 .25 .52 .51
========= ========= ========= =========
Diluted $ .27 .25 .52 .51
========= ========= ========= =========
See notes to unaudited consolidated condensed financial statements.
4
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
Six Months Ended
October 31,
----------------------
2002 2001
-------- --------
Cash flows from operations:
Net income $25,636 25,100
Adjustments to reconcile net income to
net cash provided by operations:
Depreciation and amortization 23,395 21,881
Deferred income taxes 4,000 3,000
Changes in assets and liabilities:
Receivables (1,254) 22
Inventories (5,985) (12,142)
Prepaid expenses (516) (727)
Accounts payable (6,538) (6,509)
Accrued expenses 1,545 843
Income taxes payable 12,116 4,902
Other, net 2,146 785
-------- --------
Net cash provided by operations 54,545 37,155
-------- --------
Cash flows from investing:
Purchase of property and equipment (34,205) (54,020)
Sale of investments 10 12,208
-------- --------
Net cash used in investing activities (34,195) (41,812)
-------- --------
5
Six Months Ended
October 31,
----------------------
2002 2001
-------- --------
Cash flows from financing:
Payments on long-term debt (3,022) (2,945)
Net activity of short-term debt (5,275) --------
Proceeds from exercise of stock options 209 260
Payment of cash dividends (2,481) (1,980)
-------- --------
Net cash used in financing activities (10,569) (4,665)
-------- --------
Net increase (decrease) in cash and cash equivalents 9,781 (9,322)
Cash and cash equivalents at beginning of the period 18,946 22,958
-------- --------
Cash and cash equivalents at end of the period $ 28,727 13,636
======== ========
See notes to unaudited consolidated condensed financial statements.
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Six Months Ended
October 31,
----------------------
2002 2001
-------- --------
Cash paid (received) during the year for
Interest, net of amount capitalized $ 6,696 6,865
Income taxes (931) 7,490
Noncash investing and financing activities
Property and equipment acquired through installment
purchases 530 365
See notes to unaudited consolidated condensed financial statements.
6
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 October 31, 2002, and the results of operations for the six and three
months ended October 31, 2002 and 2001, and changes in cash flows for the
six months ended October 31, 2002 and 2001. Certain reclassifications were
made to balances for the prior year to conform to current year
presentation.
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.
7
4. The Company adopted the FASB Emerging Issues Task Force (EITF) Issue No.
00-14, ACCOUNTING FOR CERTAIN SALES INCENTIVES, in the first quarter of fiscal
2003, which requires the recording of certain customer discounts as a reduction
in sales. The adoption of this accounting standard did not have an effect on
reported net income. In accordance with the adoption, the impact on Sales and
Costs of Goods Sold was as follows:
Three Months Ended Six Months Ended
October 31, October 31,
(DOLLARS IN THOUSANDS) 2002 2001 2002 2001
---- ---- ---- ----
Sales Decrease $1,225 712 1,992 1,370
Cost of Goods Sold Decrease 1,225 712 1,992 1,370
8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Financial Condition and Results of Operations (Dollars in Thousands)
Casey's derives its revenue from the retail sale of food (including freshly
prepared foods such as pizza, donuts and sandwiches), beverages and non-food
products such as health and beauty aids, tobacco products, automotive products
and gasoline by Company stores and from the wholesale sale of certain grocery
and general merchandise items and gasoline to franchised stores. The Company
also generates revenues from continuing monthly royalties based on sales by
franchised stores, sign and facade rental fees and the provision of certain
maintenance, transportation and construction services to the Company's
franchisees. A typical store is generally not profitable for its first year of
operation due to start-up costs and will usually attain representative levels of
sales and profits during its 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 October 31, 2002, the Company's ratio of current assets to
current liabilities was 1.01 to 1. The ratio at October 31, 2001 and April 30,
2002, was .97 to 1 and .82 to 1, respectively. Management believes that the
Company's current bank line of credit, together with cash flow from operations,
will be sufficient to satisfy the working capital needs of its business.
Net cash provided by operations increased $17,390 (46.8%) in the six months
ended October 31, 2002 from the comparable period in the prior year, primarily
as a result of a smaller increase in inventories and an increase in income taxes
payable. Cash used in investing in the six months ended October 31, 2002
decreased due to the decrease in the purchase of property and equipment. Cash
used in financing increased, primarily due to the paydown of the short-term
debt.
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 six months of fiscal 2003, the Company expended
$34,205 for property and equipment, primarily for the construction and
remodeling of Company stores, compared to $54,020 for the comparable period in
the prior year. The Company anticipates expending approximately $80,000 in
fiscal 2003 for construction and remodeling of Company stores, primarily from
existing cash and funds generated by operations.
As of October 31, 2002, the Company had long-term debt of $171,287,
consisting
9
of $3,750 in principal amount of 7.70% Senior Notes, $30,000 in principal amount
of 7.38% Senior Notes, $3,600 in principal amount of 6.55% Senior Notes, $50,000
in principal amount of Senior Notes, Series A through Series F, with interest
rates ranging from 6.18% to 7.23%, $80,000 in principal amount of 7.89% Senior
Notes, Series A, $3,305 of mortgage notes payable, and $632 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 28th 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 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, 1995 between the Company and 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.
10
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
April 15, 1999 between the Company and the purchasers of the 6.18% to 7.23%
Senior Notes, Series A through Series F.
Interest on the 7.89% Senior Notes, Series A, is payable semi-annually on
the 15th day of May and November in each year, commencing November 15, 2000, and
at maturity, at the rate of 7.89% per annum. The 7.89% Senior Notes mature on
May 15, 2010, with prepayments of principal commencing on May 15, 2004 and on
each May 15 thereafter to and including May 15, 2009, with the remaining
principal payable at maturity on May 15, 2010. The Company may prepay the 7.89%
Senior Notes in whole or in part at any time in an amount not less than $2,000
in the case of a partial prepayment at a redemption price calculated in
accordance with the Note Purchase Agreement dated as of May 1, 2000 between the
Company and the purchasers of the 7.89% Senior Notes.
To date, the Company has funded capital expenditures primarily from the
proceeds of the sale of Common Stock, issuance of the 6-1/4% Convertible
Subordinated Debentures (which were converted into shares of Common Stock in
1994), the 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, and
additional long-term debt or other securities as circumstances may dictate, and
are not expected to adversely affect liquidity.
The United States Environmental Protection Agency and several states,
including Iowa, have established requirements for owners and operators of
underground gasoline storage tanks (USTs) with regard to (i) maintenance of leak
detection, corrosion protection and overfill/spill protection systems; (ii)
upgrade of existing tanks; (iii) actions required in the event of a detected
leak; (iv) prevention of leakage through tank closings; and (v) required
gasoline inventory recordkeeping. Since 1984, new Company stores have been
equipped with non-corroding fiberglass USTs, including many with double-wall
construction, over-fill protection and electronic tank monitoring, and the
Company has an active inspection and renovation program with respect to its
older USTs. The Company currently has 2,591 USTs, of which 2,250 are fiberglass
and 341 are steel. Management believes that its existing gasoline procedures and
planned capital expenditures will continue to keep the Company in substantial
compliance with all current federal and state UST regulations.
11
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 and
$944, respectively, for assessments and remediation. During the six months ended
October 31, 2002, the Company expended approximately $521 for such purposes.
Substantially all of these expenditures have been submitted for reimbursement
from state-sponsored trust fund programs and as of October 31, 2002,
approximately $5,800 has been received from such programs since their inception.
Such amounts are typically subject to statutory provisions requiring repayment
of the reimbursed funds for noncompliance with upgrade provisions or other
applicable laws. The Company has an accrued liability at October 31, 2002 of
approximately $200 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.
Three Months Ended October 31, 2002 Compared to Three Months Ended
October 31, 2001 (Dollars and Amounts in Thousands)
Net sales for the second quarter of fiscal 2003 decreased by $3,505
(0.6%) over the comparable period in fiscal 2002. Retail gasoline sales
decreased by $10,148 (3.1%) as the number of gallons sold decreased by 2,970
(1.2%) while the average retail price per gallon decreased 1.8%. During this
same period, retail sales of grocery and general merchandise increased by
$11,128 (5.4%) due to the addition of 40 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 80.0% for the
second quarter of fiscal 2003, compared to 81.8% for the comparable period in
the prior year. The gross profit margins on retail gasoline sales increased (to
8.3%) during the second quarter of fiscal 2003 from the second quarter of the
prior year (8.1%). However, the gross profit margin per gallon decreased (to
$.1125) in the second quarter of fiscal 2003 from the comparable period in the
prior year ($.1126). The gross profits on retail sales of grocery and general
merchandise increased (to 38.5%) from the comparable period in the prior year
(35.3%) due primarily to the decrease in pizza cheese costs and the benefits
received from scanning tobacco products.
Operating expenses as a percentage of net sales were 13.5% for the
second quarter of fiscal 2003 compared to 12.2% for the comparable period in the
prior year. The increase in operating expenses as a percentage of net sales was
caused primarily by an increase in health insurance claims.
12
Net income increased by $1,053 (8.5%). The increase in net income was
attributable primarily to the improved gross profit margins on inside sales.
Six Months Ended October 31, 2002 Compared to Six Months Ended October
31, 2001 (Dollars and Amounts in Thousands)
Net sales for the first six months of fiscal 2003 decreased by $26,843
(2.4%) over the comparable period in fiscal 2002. Retail gasoline sales
decreased by $47,666 (7.0%) as the number of gallons sold decreased by 3,972
(0.8%) and the average retail price per gallon decreased 6.2%. During this same
period, retail sales of grocery and general merchandise increased by $31,063
(7.6%) due to the addition of 40 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 80.3% for the first
six months of fiscal 2003 compared to 82.1% for the comparable period in the
prior year. This result occurred because the gross profit margins on retail
gasoline sales increased (to 7.9%) during the first six months of fiscal 2003
from the comparable period in the prior year (7.3%). The gross profit margin per
gallon also increased in the first six months of fiscal 2003 (to $.1056) from
the comparable period in the prior year ($.1037). The gross profits on retail
sales of grocery and general merchandise also increased (to 37.5%) from the
comparable period in the prior year (36.2%) due primarily to the decrease in
pizza cheese costs and the benefits received from scanning tobacco products.
Operating expenses as a percentage of net sales were 13.4% for the
first six months of fiscal 2003 compared to 12.0% during the comparable period
in the prior year. The increase in operating expenses as a percentage of net
sales was caused primarily by an increase in health insurance claims.
Net income increased by $536 (2.1%). The increase in net income was
attributable primarily to the improved gross profit margins on inside sales.
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
13
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 3. 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 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.
At October 31, 2002, the Company had no derivative instruments, but
management is aware of the provisions of SFAS No. 133 (as amended by SFAS Nos.
137 and 138) establishing accounting and reporting standards for derivative
instruments.
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 October 31, 2002 would have an immaterial effect on the Company's pretax
earnings and on the fair value of those instruments.
In June 2001, the Financial Accounting Standards Board issued
Statements No. 141, Business Combinations and No. 142, Goodwill and Other
Intangible Assets. Statement 141 requires all business combinations initiated
after June 30, 2001 to be accounted for using the purchase method. Statement 142
replaced the requirement to amortize intangible assets with indefinite lives and
goodwill with a requirement for an impairment test. Statement 142 also required
an evaluation of intangible assets and their useful lives and a transitional
impairment test for goodwill and certain intangible assets. The impairment tests
will be performed annually. The Company adopted these Statements as of May 1,
2002. The impact on the consolidated financial statements was immaterial.
Item 4. Controls and Procedures.
Within the 90-day period prior to the filing of this report, an
evaluation was carried out under the supervision and with the participation of
the Company's
14
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the Company's disclosure controls and
procedures. Based on that evaluation, the CEO and CFO have concluded that the
Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. Subsequent to the date of their evaluation,
there were no significant changes in the Company's internal controls or in other
factors that could significantly affect the disclosure controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal 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 or
contamination, disputes under franchise agreements and claims by state and
federal regulatory authorities relating to the sale of products pursuant to
state or federal licenses or permits. Management does not believe that the
potential liability of the Company with respect to such other proceedings
pending as of the date of this Form 10-Q is material in the aggregate.
Item 4. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of shareholders held on September 20, 2002, seven
directors were elected for a term of one year. Each of the nominees so elected
previously has served as a director of the Company.
The votes cast or withheld for each nominee were as follows:
Number of Shares Number of Shares that
Name Voting For Withheld Authority
---- --------------------- -----------------------
Donald F. Lamberti 40,986,604 2,594,335
John R. Fitzgibbon 40,962,148 2,618,791
Ronald M. Lamb 40,985,847 2,595,092
Patricia Clare Sullivan 40,976,383 2,604,556
John G. Harmon 40,980,811 2,600,128
Kenneth H. Haynie 40,943,838 2,637,101
John P. Taylor 40,898,472 2,682,467
Item 5. Other Information.
15
On December 2, 2002, the Board of Directors accepted the decision of Donald
F. Lamberti to retire from his positions as Chairman of the Board and the
Executive Committee effective April 30, 2003. Mr. Lamberti plans to continue as
a director. Ronald M. Lamb, President and Chief Executive Officer, will assume
chairmanship of the Board and the Executive Committee effective May 1, 2003.
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:
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),
(j)
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)
16
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 Casey's General
Stores, Inc. and other purchasers of the 6.18% to 7.23% Senior
Notes, Series A through F (i)
4.7 Note Purchase Agreement dated as of May 1, 2000 among the Company
and the purchasers of the 7.89% Senior Notes, Series 2000-A (k)
11 Statement regarding computation of per share earnings
99 Cautionary Statement Relating to Forward-Looking Statements (h)
99.1 Certificate of Ronald M. Lamb under Section 906 of Sarbanes-Oxley
Act of 2002
99.2 Certificate of Jamie H. Shaffer under Section 906 of
Sarbanes-Oxley Act of 2002
______________
(a) Incorporated by reference from the Registration Statement on Form 8-A
(0-12788) filed June 19, 1989 relating to Common Share Purchase Rights.
(b) Incorporated by reference from the Form 8 (Amendment No. 1 to the
Registration Statement on Form 8-A filed June 19, 1989) filed September 10,
1990.
(c) Incorporated by reference from the Form 8-A/A (Amendment No. 3 to the
Registration Statement on Form 8-A filed June 19, 1989) filed March 30,
1994.
(d) Incorporated by reference from the Form 8-A12G/A (Amendment No. 2 to the
Registration Statement on Form 8-A filed June 19, 1989) filed July 29,
1994.
(e) Incorporated by reference from the Current Report on Form 8-K filed
February
17
18, 1993.
(f) Incorporated by reference from the Current Report on Form 8-K filed January
11, 1996.
(g) Incorporated by reference from the Current Report on Form 8-K filed January
7, 1998.
(h) Incorporated by reference from the Quarterly Report on Form 10-Q for the
fiscal quarter ended January 31, 1997.
(i) Incorporated by reference from the Current Report on Form 8-K filed May 10,
1999.
(j) Incorporated by reference from the Current Report on Form 8-K filed
September 27, 1999.
(k) Incorporated by reference from the Current Report on Form 8-K filed May 22,
2000.
(b) On September 13, 2002, the Company filed a Current Report on Form
8-K relating to the filing of sworn statements by the Chief Executive Officer
and Chief Financial Officer of the Company required under Order 4-460 issued by
the Securities and Exchange Commission on June 27, 2002.
18
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: December 9, 2002 By: /s/ Jamie H. Shaffer
--------------------
Jamie H. Shaffer
Vice President and Chief Financial Officer
(Authorized Officer and Principal Financial
Officer)
19
CERTIFICATIONS
I, Ronald M. Lamb, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Casey's General
Stores, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
20
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Dated: December 9, 2002 /s/ Ronald M. Lamb
------------------
Ronald M. Lamb
Chief Executive Officer
21
I, Jamie H. Shaffer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Casey's
General Stores, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
22
(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: December 9, 2002 /s/ Jamie H. Shaffer
--------------------
Jamie H. Shaffer
Vice President and
Chief Financial Officer
23
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit No. Description
11 Statement regarding computation of per share earnings
99.1 Certificate of Ronald M. Lamb under Section 906 of Sarbanes-Oxley
Act of 2002
99.2 Certificate of Jamie H. Shaffer under Section 906 of Sarbanes-
Oxley Act of 2002
24