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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 January 31, 2003
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 49,650,212 shares
(Class) (Outstanding at March 3, 2003)
CASEY'S GENERAL STORES, INC.
INDEX Page
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
Consolidated condensed balance sheets -
January 31, 2003 and April 30, 2002 3
Consolidated condensed statements
of income - three and nine months ended
January 31, 2003 and 2002 5
Consolidated condensed statements of
cash flows - nine months ended
January 31, 2003 and 2002 6
Notes to consolidated condensed
financial statements 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations. 9
Item 3. Quantitative and Qualitative Disclosure
about Market Risk. 15
Item 4. Controls and Procedures 16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. 17
Item 6. Exhibits and Reports on Form 8-K. 17
SIGNATURE 20
CERTIFICATIONS 21
-2-
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
January 31,
2003 April 30,
(Unaudited) 2002
--------- ----------
ASSETS
Current assets:
Cash and cash equivalents $ 15,876 18,946
Short-term investments ---- 10
Receivables 4,855 5,127
Inventories 72,073 60,498
Prepaid expenses 4,221 3,816
Income tax receivable 1,952 9,222
-------- --------
Total current assets 98,977 97,619
-------- --------
Other assets 934 992
Property and equipment, net of
accumulated depreciation
January 31, 2003, $356,863
April 30, 2002, $324,936 648,929 636,644
-------- --------
$ 748,840 735,255
======== ========
See notes to unaudited consolidated condensed financial statements.
-3-
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Continued)
(Dollars in Thousands)
January 31,
2003 April 30,
(Unaudited) 2002
--------- ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 2,400 5,275
Current maturities of
long-term debt 9,645 9,648
Accounts payable 57,350 69,912
Accrued expenses 28,633 27,238
-------- ---------
Total current liabilities 98,028 112,073
-------- ---------
Long-term debt, net of current maturities 166,178 173,797
Deferred income taxes 81,786 75,786
Deferred compensation 4,434 4,380
-------- ---------
Total liabilities 350,426 366,036
-------- ---------
Shareholders' equity
Preferred stock, no par value --- ---
Common Stock, no par value 39,876 39,562
Retained earnings 358,538 329,657
-------- ---------
Total shareholders' equity 398,414 369,219
-------- ---------
$ 748,840 735,255
======== =========
See notes to unaudited consolidated condensed financial statements.
-4-
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
(Dollars in Thousands, except per share amounts)
Three Months Ended Nine Months Ended
January 31, January 31,
-------------------------- --------------------------
2003 2002 2003 2002
--------- --------- --------- ---------
Net sales $ 511,948 447,891 1,610,925 1,573,711
Franchise revenue 589 725 1,946 2,397
--------- --------- --------- ---------
512,537 448,616 1,612,871 1,576,108
--------- --------- --------- ---------
Cost of goods sold 414,520 364,150 1,297,160 1,288,946
Operating expenses 71,732 66,333 218,680 201,053
Depreciation and
amortization 11,921 11,315 35,316 33,196
Interest, net 3,270 3,205 9,800 9,332
--------- --------- --------- ---------
501,443 445,003 1,560,956 1,532,527
--------- --------- --------- ---------
11,094 3,613 51,915 43,581
Federal and state
income taxes 4,127 1,344 19,312 16,212
--------- --------- --------- ---------
Net income $ 6,967 2,269 32,603 27,369
========= ========= ========= =========
Earnings per common share
Basic $ .14 .05 .66 .55
========= ========= ========= =========
Diluted $ .14 .05 .66 .55
========= ========= ========= =========
See notes to unaudited consolidated condensed financial statements.
-5-
CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
Nine Months Ended
January 31,
-----------------
2003 2002
-------- --------
Cash flows from operations:
Net income $ 32,603 27,369
Adjustments to reconcile
net income to net cash
provided by operations:
Depreciation and amortization 35,316 33,196
Deferred income taxes 6,000 4,500
Changes in assets and liabilities:
Receivables 272 935
Inventories (11,575) (13,543)
Prepaid expenses (405) (736)
Accounts payable (12,562) (13,243)
Accrued expenses 1,395 263
Income taxes 7,370 1,003
Other, net 2,851 1,523
-------- --------
Net cash provided by operations 61,265 41,267
-------- --------
Cash flows from investing:
Purchase of property and equipment (49,809) (74,282)
Sale of investments 10 17,862
-------- --------
Net cash used in investing activities (49,799) (56,420)
-------- --------
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CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued)
(Dollars in Thousands)
Nine Months Ended
January 31,
-----------------
2003 2002
-------- --------
Cash flows from financing:
Payments of long-term debt (8,153) (8,022)
Net activity of short-term debt (2,875) 4,400
Proceeds from exercise of stock options 214 854
Payments of cash dividends (3,722) (2,971)
-------- --------
Net cash used in financing activities (14,536) (5,739)
-------- --------
Net decrease in cash and cash equivalents (3,070) (20,892)
Cash and cash equivalents at
beginning of the year 18,946 22,958
-------- --------
Cash and cash equivalents at
end of the quarter $ 15,876 2,066
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Nine Months Ended
January 31,
-----------------
2003 2002
-------- --------
Cash paid during the year for
Interest, net of amount capitalized $11,318 11,481
Income taxes 5,942 11,233
Noncash investing and financing activities
Property and equipment acquired through
installment purchases 530 365
Increase in common stock and increase in
income taxes receivable due to tax benefits
related to nonqualified stock options 100 ---
See notes to unaudited consolidated condensed financial statements.
-7-
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 January 31, 2003, and the results of operations for the three and nine
months ended January 31, 2003 and 2002, and changes in cash flows for the
nine months ended January 31, 2003 and 2002. Certain reclassifications were
made to balances for the prior year to conform to current year
presentation.
3. The Company recognizes retail sales of gasoline, grocery and general
merchandise, and prepared food at the time of the sale to the customer.
Wholesale sales to franchisees are recognized at the time of delivery to
the franchise location. Franchise fees, license fees to franchisees, and
rent for franchise facades are recognized monthly when billed to the
franchisees. Other maintenance services and transportation charges are
recognized at the time the service is provided. Vendor rebates are treated
as a reduction in cost of sales and are recognized incrementally over the
period covered by the applicable rebate agreement.
-8-
4. The Company accounts for environmental contamination costs in accordance
with the Emerging Issues Task Force (EITF) Issue No. 90-8, Capitalization
of Costs to Treat Environmental Contamination. EITF No. 90-8 allows these
costs to be capitalized if the costs extend the life of the asset or if the
costs mitigate or prevent environmental contamination that has yet to
occur. The Company also offsets these capitalized costs by any refunds
received under the reimbursement programs described under "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Financial Condition and Results of Operations" herein.
5. 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 Nine Months Ended
January 31, January 31,
(DOLLARS IN THOUSANDS) 2003 2002 2003 2002
---- ---- ---- ----
Sales Decrease $459 631 2,451 2,001
Cost of Goods Sold Decrease 459 631 2,451 2,001
6. 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.
-9-
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 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 January 31, 2003, the Company's ratio of current assets to
current liabilities was 1.01 to 1. The ratio at January 31, 2002 and April 30,
2002 was .86 to 1 and .87 to 1, respectively. Management believes that the
Company's current bank line of credit of $35,000, together with cash flow from
operations, will be sufficient to satisfy the working capital needs of its
business.
Net cash provided by operations increased $19,998 (48.5%) in the nine
months ended January 31, 2003 from the comparable period in the prior year,
primarily as a result of a larger net income and a reduction in income tax
receivable. Cash flows used in investing in the nine months ended January 31,
2003 decreased, primarily as a result of a decrease in the purchase of property
and equipment. Cash flows used in financing increased, primarily due to the net
activity of short-term debt.
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 oversupply in the retail
gas market, uncertainty or volatility in the wholesale gasoline market, and
price competition from other gasoline marketers. The risk of war or the
perceived risk of war in the Middle East and gasoline inventory and supply
disruptions, in particular, have increased the volatility in the
-10-
wholesale gasoline market during fiscal 2003. Any substantial decrease in the
profit margins on retail gasoline sales or the number of gallons sold could have
a material adverse effect on the Company's earnings.
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 nine months of fiscal 2003, the Company expended
$49,809 for property and equipment, primarily for the construction, acquisition
and remodeling of Company stores, compared to $74,282 for the comparable period
in the prior year. The Company anticipates expending approximately $70,000 in
fiscal 2003 for construction, acquisition and remodeling of Company stores,
primarily from funds generated by operations, and the bank line of credit.
As of January 31, 2003, the Company had long-term debt of $166,178,
consisting of $3,000 in principal amount of 7.70% Senior Notes , $30,000 in
principal amount of 7.38% 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, $2,741 of
mortgage notes payable, and $437 of capital lease obligations.
Interest on the 7.70% Notes is payable on the 15th day of each month at
the rate of 7.70% per annum. Principal of the 7.70% Notes matures in forty
quarterly installments beginning March 15, 1995. The Company may prepay the
7.70% 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% Notes.
Interest on the 7.38% Notes is payable semi-annually on the
twenty-eighth day of June and December in each year, commencing June 28, 1996,
and at maturity, at the rate of 7.38% per annum. The 7.38% 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% Notes in whole
or in part at any time in an amount of not less than $1,000 or in integral
multiples of $100 in excess thereof at a redemption price calculated in
accordance with the Note Agreement dated as of December 1, 1995 between the
Company and the purchaser of the 7.38% Notes.
-11-
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 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, the bank line of credit,
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 2,605 USTs, of which 2,258 are fiberglass
and 347 are steel. Management believes that its existing gasoline procedures and
planned capital expenditures will
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continue to keep the Company in substantial compliance with all current federal
and state UST regulations.
Several of the states in which the Company does business have trust
fund programs with provisions for sharing or reimbursing corrective action or
remediation costs incurred by UST owners, including the Company. The extent of
available coverage or reimbursement under such programs for costs incurred by
the Company is not fully known at this time. In each of the years ended April
30, 2002 and 2001, the Company spent approximately $757 and $944, respectively,
for assessments and remediation. During the nine months ended January 31, 2003,
the Company expended approximately $911 for such purposes. Substantially all of
these expenditures have been submitted for reimbursement from state-sponsored
trust fund programs and as of January 31, 2003, approximately $5,900 has been
received from such programs since their inception. Such amounts are typically
subject to statutory provisions requiring repayment of the reimbursed funds for
non-compliance with upgrade provisions or other applicable laws. The Company has
an accrued liability at January 31, 2003 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 January 31, 2003 Compared to Three Months Ended
January 31, 2002 (Dollars and Amounts in Thousands)
Net sales for the third quarter of fiscal 2003 increased by $64,057
(14.3%) over the comparable period in fiscal 2002. Retail gasoline sales
increased by $63,266 (25.6%) as the number of gallons sold decreased by 3,440
(1.5%) while the average retail price per gallon increased 27.4%. During this
same period, retail sales of grocery and general merchandise increased by $1,553
(0.8%) due to the addition of 27 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 81% for the third
quarter of fiscal 2003, compared to 81.3% for the comparable period in the prior
year. The gross profit margins on retail gasoline sales increased (to 8.4%)
during the third quarter of fiscal 2003 from the third quarter of the prior year
(7.9%) due to the gross profit margin per gallon increasing (to $.1122) from the
comparable period in the prior year ($.0833). The gross profits on retail sales
of grocery and general merchandise also increased (to 36.9%) from the comparable
period in the prior year (33.3%), primarily due to the decrease in wholesale
cheese costs and the benefits received from scanning tobacco products.
-13-
Operating expenses as a percentage of net sales were 14% for the third
quarter of fiscal 2003 compared to 14.8% for the comparable period in the prior
year. The decrease in operating expenses as a percentage of net sales was caused
primarily by an increase in
the average retail price per gallon of gasoline sold.
Net income increased by $4,698 (207%). The increase in net income was
attributable primarily to the increase in the gross profit margins on retail
gasoline sales and the increase in the gross profit margins on retail sales of
grocery and general merchandise.
Nine Months Ended January 31, 2003 Compared to Nine Months Ended
January 31, 2002 (Dollars and Amounts in Thousands)
Net sales for the first nine months of fiscal 2003 increased by $37,213
(2.4%) over the comparable period in fiscal 2002. Retail gasoline sales
increased by $15,600 (1.7%) as the number of gallons sold decreased by 7,412
(1%) while the average retail price per gallon increased 2.7%. During this same
period, retail sales of grocery and general merchandise increased by $32,616
(5.4%) due to the addition of 27 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 80.5% for the first
nine months of fiscal 2003 compared to 81.9% for the comparable period in the
prior year. This result occurred because the gross profit margins on retail
gasoline sales increased (to 8.1%) during the first nine months of fiscal 2003
from the comparable period in the prior year (7.4%) due to the gross profit
margin per gallon increasing (to $.1078) from the comparable period in the prior
year ($.097). The gross profits on retail sales of grocery and general
merchandise also increased (to 37.3%) from the comparable period in the prior
year (35.3%), primarily due to the decrease in wholesale cheese costs and the
benefits received from scanning tobacco products.
Operating expenses as a percentage of net sales were 13.6% for the
first nine months of fiscal 2003 compared to 12.8% 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.
Net income increased by $5,234 (19.1%). The increase in net income was
attributable primarily to the increase in the gross profit margins on retail
gasoline sales and the increase in the gross profit margins on retail sales of
grocery and general merchandise.
-14-
Cautionary Statement
The foregoing Management's Discussion and Analysis of Financial
Condition and Results of Operations contains various "forward-looking
statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements represent the Company's expectations or beliefs concerning future
events, including (i) any statements regarding future sales and gross profit
percentages, (ii) any statements regarding the continuation of historical trends
and (iii) any statements regarding the sufficiency of the Company's cash
balances and cash generated from operations and financing activities for the
Company's future liquidity and capital resource needs. The Company cautions that
these statements are further qualified by important factors that could cause
actual results to differ materially from those in the forward-looking
statements, including, without limitations, the factors described in the
Cautionary Statement Relating to Forward-Looking Statements included as Exhibit
99 to the Form 10-Q for the fiscal quarter ended January 31, 1997.
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 January 31, 2003, 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 January 1, 2003 would have an immaterial effect on the Company's pretax
earnings and on the fair value of those instruments.
-15-
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 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.
-16-
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 activities or
contamination-related claims, 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-Q is material in the aggregate to the
consolidated financial statements.
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)
4.4 Note Agreement dated as of December 1, 1995 between
Casey's General Stores, Inc. and Principal Mutual Life
Insurance Company (f)
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)
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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 18, 1993.
(f) Incorporated by reference from the Current Report on Form 8-K filed
January 11, 1996.
(g) Reserved.
(h) Incorporated by reference from the Quarterly Report on Form 10-Q for
the fiscal quarter ended January 31, 1997.
-18-
(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.
-19-
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CASEY'S GENERAL STORES, INC.
Date: March 10, 2003 By: /s/ Jamie H. Shaffer
-----------------------------------
Jamie H. Shaffer
Vice President and Chief Financial
Officer
(Authorized Officer and Principal
Financial Officer)
-20-
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):
-21-
(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: March 10, 2003 /s/ Ronald F. Lamb
--------------------------------
Ronald M. Lamb
Chief Executive Officer
-22-
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):
-23-
(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: March 10, 2003 /s/ Jamie H. Shaffer
-------------------------------
Jamie H. Shaffer
Vice President and
Chief Financial Officer
-24-
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