<PAGE>
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, 1995
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)
N/A
(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 25,935,206 shares
(Class) (Outstanding at February 27, 1995)
<PAGE>
CASEY'S GENERAL STORES, INC.
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed balance sheets -
January 31, 1995 and April 30, 1994 3
Condensed statements of income -
three and nine months ended
January 31, 1995 and 1994 5
Condensed statements of cash flows -
nine months ended
January 31, 1995 and 1994 6
Notes to condensed financial statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. 12
Item 6. Exhibits and Reports on Form 8-K. 13
SIGNATURE 15
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
CASEY'S GENERAL STORES, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
January 31, April 30,
1995 1994
----------- ---------
<C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 5,315,685 3,151,664
Short-term investments 1,274,297 8,720,235
Receivables 3,068,591 2,839,900
Inventories 27,585,434 23,754,256
Prepaid expenses 3,151,242 2,903,208
---------- ----------
Total current assets 40,395,249 41,369,263
---------- ----------
Long-term investments 7,574,004 11,234,304
Other assets 1,115,178 1,259,138
Property and equipment, net of
accumulated depreciation
January 31, 1995, $106,426,820
April 30, 1994, $91,934,088 288,819,677 264,375,171
----------- -----------
Total assets $337,904,108 318,237,876
----------- -----------
See notes to condensed financial statements.
</TABLE>
<PAGE>
CASEY'S GENERAL STORES, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
(Continued)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities
Notes payable $ 14,250,000 18,500,000
Current maturities of
long-term debt 8,396,759 4,850,875
Accounts payable 32,675,794 37,414,028
Accrued expenses 15,369,589 14,668,791
Income taxes payable 3,666,941 18,928
---------- ----------
Total current liabilities 74,359,083 75,452,622
---------- ----------
Long-term debt, net of
current maturities 62,193,932 61,414,871
---------- ----------
Deferred taxes 23,483,000 21,983,000
---------- ----------
Deferred compensation 1,206,455 977,750
---------- ----------
Stockholders' equity
Preferred stock, no par value --- ---
Common Stock, no par value 61,006,498 60,887,327
Retained earnings 115,655,140 97,522,306
----------- ----------
Total stockholders' equity 176,661,638 158,409,633
----------- -----------
$337,904,108 318,237,876
----------- -----------
</TABLE>
See notes to condensed financial statements.
<PAGE>
CASEY'S GENERAL STORES, INC.
CONDENSED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
January 31, January 31,
1995 1994 1995 1994
------------------ -------------------
<S> <C> <C> <C> <C>
Net sales $199,362,866 172,621,185 644,358,471 553,274,834
Franchise revenue 1,250,611 1,206,955 4,043,483 3,904,648
----------- ----------- ----------- -----------
200,613,477 173,828,140 648,401,954 557,179,482
----------- ----------- ----------- -----------
Cost of goods sold 153,494,511 132,603,330 503,412,570 431,977,799
Operating expenses 30,819,417 28,219,221 92,250,902 83,687,846
Depreciation and
amortization 5,685,473 4,803,186 16,455,623 13,618,070
Interest, net 1,269,712 1,593,983 4,138,579 4,739,710
----------- ----------- ----------- -----------
191,269,113 167,219,720 616,257,674 534,023,425
----------- ----------- ----------- -----------
9,344,364 6,608,420 32,144,280 23,156,057
Federal and state
income taxes 3,621,000 2,561,000 12,456,000 8,973,000
----------- ----------- ----------- -----------
Net income $ 5,723,364 4,047,420 19,688,280 14,183,057
----------- ----------- ----------- -----------
Earnings per common
and common equivalent
share $ .22 .18 .76 .64
----------- ----------- ----------- -----------
Fully diluted earnings
per share $ .22 .17 .76 .58
----------- ----------- ----------- -----------
</TABLE>
See notes to condensed financial statements.
<PAGE>
CASEY'S GENERAL STORES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
January 31,
1995 1994
-------------------
<S> <C> <C>
Cash flows from operations:
Net income $19,688,280 14,183,057
Adjustments to reconcile
net income to net cash
provided by operations:
Depreciation and amortization 16,455,623 13,618,070
Deferred income taxes 1,500,000 1,950,000
Changes in assets and liabilities:
Receivables (228,691) (129,953)
Inventories (3,831,178) 4,091,643
Prepaid expenses (248,034) (12,838)
Accounts payable (4,738,234) 2,840,804
Accrued expenses 700,798 (302,658)
Income taxes 3,648,013 1,233,500
Other, net 719,850 964,894
--------- ----------
Net cash provided by operations 33,666,427 38,436,519
Cash flows from investing:
Purchase of property and equipment (41,046,711) (51,155,278)
Purchase of investments (2,006,930) (7,179,357)
Sale of investments 12,903,611 15,389,667
---------- ----------
Net cash used in investing activities (30,150,030) (42,944,968)
Cash flows from financing:
Proceeds from long-term debt 7,500,000 ---
Payments of long-term debt (3,175,055) (2,550,923)
Net activity of short-term debt (4,250,000) 9,750,000
Proceeds from exercise of stock
options 128,125 425,719
Payment of cash dividend (1,555,446) (1,165,081)
--------- ---------
Net cash (used) provided by
financing activities (1,352,376) 6,459,715
--------- ---------
Net increase in cash
and cash equivalents 2,164,021 1,951,266
Cash and cash equivalents at
beginning of the year 3,151,664 2,121,023
--------- ---------
Cash and cash equivalents at
end of the quarter $ 5,315,685 4,072,289
--------- ---------
</TABLE>
See notes to condensed financial statements.
<PAGE>
CASEY'S GENERAL STORES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying condensed
financial statements (unaudited) contain all adjustments
(consisting of only normal recurring accruals) necessary to
present fairly the financial position as of January 31,
1995, and the results of operations for the three months and
nine months ended January 31, 1995 and 1994, and changes in
cash flows for the nine months ended January 31, 1995 and
1994.
2. Sales generally are strongest during the Company's first
quarter (May-July) and weakest during its fourth quarter
(February-April). In the warmer months 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 high-margin, freshly prepared
food items, however, the Company's net sales and net income
(with the exception of the fourth quarter) have become
somewhat less seasonal in recent years.
3. 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 (such as that experienced in fiscal 1991 as a result
of the Persian Gulf crisis) and price competition from other
gasoline marketers. Any substantial decrease in profit
margins on retail gasoline sales or the number of gallons
sold could have a material adverse effect on the Company's
earnings.
4. All earnings per share numbers have been adjusted to reflect
the two-for-one split of the Company's Common Stock declared
for shareholders of record on February 1, 1994 and paid on
February 15, 1994.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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, 1995, the Company's ratio
of current assets to current liabilities was .54 to 1. The ratio
at January 1, 1994 and April 30, 1994, was .55 to 1 and .60 to 1,
respectively. Management believes that the Company's current
$25,000,000 bank lines of credit (aggregate amount), together
with cash flow from operations, will be sufficient to satisfy the
working capital needs of its business.
Net cash provided by operations decreased $4,770,092 (12.4%)
in the nine months ended January 31, 1995 from the comparable
period in the prior year, primarily as a result of an increase in
inventories and a decrease in accounts payable. Cash flows from
investing and financing in the nine months ended January 31, 1995
decreased, primarily as a result of decreased capital
expenditures. Cash flows in the future are expected to increase
as a result of the anticipated growth in capital expenditures.
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.
<PAGE>
During the first nine months of fiscal 1995, the Company expended
$41,046,711 for property and equipment, primarily for the
construction and remodeling of Company stores, compared to
$51,155,278 for the comparable period in the prior year. The
Company anticipates expending approximately $50,000,000 in fiscal
1995 for construction, acquisition and remodeling of Company
stores, primarily from funds generated by operations, existing
cash and short-term investments and proceeds of the 7.70% Senior
Notes due December 15, 2004 (the "Senior Notes").
As of January 31, 1995, the Company had long-term debt of
$62,193,932, consisting of $27,000,000 of Senior Notes,
$14,845,707 of mortgage notes payable, $12,250,000 of unsecured
notes payable and $8,098,225 of capital lease obligations.
Interest on the Senior Notes is payable on the 15th day of
each month at the rate of 7.70% per annum. Principal of the
Senior Notes matures in forty quarterly installments beginning
March 15, 1995. The Company may prepay the Senior Notes in whole
or in part at any time in an amount of not less than $1,000,000
or integral multiples of $100,000 in excess thereof at a
redemption price calculated in accordance with the Note Agreement
dated as of February 1, 1994 between the Company and the
purchasers of the 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 3,683,064 shares of Common Stock on March 28,
1994) and the Senior Notes, a mortgage note, unsecured notes
payable 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, short-term and long-term investments 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
<PAGE>
older USTs. The Company currently has 1,548 USTs, of which 1,148
are fiberglass and 400 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.
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. These programs, other than
the State of Iowa, generally are in the early stages of operation
and 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, 1994 and 1993,
the Company spent approximately $1,814,000 and $2,533,000,
respectively, for assessments and remediation. During the nine
months ended January 31, 1995, the Company expended approximately
$1,834,000 for such purposes. Substantially all of these
expenditures have been submitted for reimbursement from
state-sponsored trust fund programs and as of January 31, 1995,
approximately $3,600,000 has been received from such programs.
The Company has accrued a liability at January 31, 1995 of
approximately $3,200,000 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.
Management of the Company currently estimates that aggregate
capital expenditures for electronic monitoring, cathodic
protection and overfill/spill protection will approximate
$2,000,000 in fiscal 1995 through December 23, 1998, in order to
comply with the existing UST regulations. Additional
regulations, or amendments to the existing UST regulations, could
result in future revisions to such estimated expenditures. Such
expenditures are expected to be funded as described above, and
are not expected to adversely affect liquidity.
THREE MONTHS ENDED JANUARY 31, 1995 COMPARED TO THREE MONTHS
ENDED JANUARY 31, 1994
Net sales for the third quarter of fiscal 1995 increased by
$26,741,681 (15.5%) over the comparable period in fiscal 1994.
Retail gasoline sales increased by $17,114,963 (18.8%) as the
number of gallons sold increased by 11,303,064 (12.1%) and the
average retail price per gallon increased 6.0%. During this same
period, retail sales of grocery and general merchandise increased
by $8,308,896 (12.8%) due to the addition of 59 new Company
Stores and a greater number of stores in operation for at least
three years.
<PAGE>
Cost of goods sold as a percentage of net sales was 77.0%
for the third quarter of fiscal 1995, compared to 76.8% for the
comparable period in the prior year. The gross profit margins on
retail gasoline sales decreased (11.3%) during the third quarter
of fiscal 1995 from the third quarter of the prior year (12.5%)
due to the increase in wholesale gasoline costs during the
quarter. The gross profit margin per gallon also decreased (to
$.1171) in the third quarter of fiscal 1995 from the comparable
period in the prior year ($.1217). These factors were offset by
an increase in gross profits on retail sales of grocery and
general merchandise (to 42.4%) from the comparable period in the
prior year (41.4%).
Operating expenses as a percentage of net sales were 15.5%
for the third quarter of fiscal 1995 compared to 16.3% 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 number of gallons of gasoline sold, an increase
in the average retail price per gallon and an increase in retail
sales of grocery and general merchandise.
Net income increased by $1,675,944 (41.4%). The increase in
net income was attributable primarily to the increase in gross
profit margins on retail sales of grocery and general
merchandise, an increase in the number of gallons of gasoline
sold, lower operating expenses as a percentage of net sales, and
an increased number of stores in operation for at least three
years.
NINE MONTHS ENDED JANUARY 31, 1995 COMPARED TO NINE MONTHS
ENDED JANUARY 31, 1994
Net sales for the first nine months of fiscal 1995 increased
by $91,083,637 (16.5%) over the comparable period in fiscal 1994.
Retail gasoline sales increased by $58,257,736 (20.4%) as the
number of gallons sold increased by 41,033,023 (14.6%) and the
average retail price per gallon increased 5.0%. During this same
period, retail sales of grocery and general merchandise increased
by $29,092,953 (13.7%) due to the addition of 59 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 78.1%
for the first nine months of fiscal 1995 compared to 78.1% for
the comparable period in the prior year. This result occurred
because the gross profit margins on retail gasoline sales
decreased (9.5%) during the first nine months of fiscal 1995 from
the comparable period in the prior year (11.1%) due to the
increase in wholesale gasoline costs during the period. The
gross profit margin per gallon also decreased in the first nine
months of fiscal 1995 (to $.1017) from the comparable period in
the prior year ($.1132). However, these factors were offset by
an increase in gross profits on retail sales of grocery and
<PAGE>
general merchandise, particularly those on cigarettes, beer and
soft drinks (to 41.4%), from the comparable period in the prior
year (39.1%) due to the special 25th anniversary pricing on
selected items during June and July of 1993.
Operating expenses as a percentage of net sales were 14.3%
for the first nine months of fiscal 1995 compared to 15.1% 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 number of gallons of gasoline
sold, an increase in the average retail price per gallon and an
increase in retail sales of grocery and general merchandise.
Net income increased by $5,505,223 (38.8%). The increase in
net income was attributable primarily to the increase in gross
profits on retail sales of grocery and general merchandise, an
increase in the number of gallons of gasoline sold, lower
operating expenses as a percentage of net sales and an increased
number of stores in operation at least three years.
The Financial Accounting Standards Board has issued
Statement 115, "Accounting for Certain Investments in Debt and
Equity Securities." Statement 115, effective for fiscal years
beginning after December 15, 1993, expands the use of fair value
accounting for those securities but retains the use of the
amortized cost method for investments in debt securities that the
reporting enterprise has the positive intent and ability to hold
to maturity. The Company anticipates its short-term and
long-term investments will be classified as "held-to-maturity"
securities and the financial statement impact will not be
material to the financial statements. The Company adopted
Statement 115 in the first quarter of fiscal 1995 on a
prospective basis.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
The Company is the sole defendant in a class action lawsuit
brought by five Iowa retail gasoline dealers and a trade
association representing independent distributors and retailers
of gasoline products within the State of Iowa, acting on behalf
of a class of such dealers. The Amended and Substituted
Complaint - Class Action (the "Bathke Complaint"), filed in the
United States District Court for the Southern District of Iowa
(GILBERT BATHKE, ET. AL. V. CASEY'S GENERAL STORES, INC., Civil
No. 4-90-CV-80658), alleged that by selling gasoline at "very low
prices which are supported by higher prices charged for the same
petroleum products in other markets," the Company violated
federal anti-trust laws (specifically, Section 2(a) of the
<PAGE>
Robinson-Patman Act and Section 2 of the Sherman Act) and State
of Iowa unfair price discrimination laws. The Bathke Complaint
sought as relief a permanent injunction enjoining such practices,
unspecified monetary damages (to be trebled as provided by law)
and attorneys' fees.
Following the completion of formal discovery activities, the
Court granted the Company's motion for summary judgment seeking
the dismissal of all counts of the Bathke Complaint in an Order
entered on October 14, 1994. The Court dismissed the federal
antitrust claims with prejudice and dismissed the State unfair
price discrimination claim without prejudice, concluding that
there was an "insuffucient basis in economic reality and
substantive federal law for the plaintiffs' theories."
Plaintiffs have appealed the dismissal of the Bathke
Complaint to the Eighth Circuit Court of Appeals in St. Louis,
Missouri. Briefs have been filed with that Court and the Company
expects the matter to be argued during the summer of 1995. A
decision, however, is currently not expected until late 1995.
Management does not believe that the Company is liable to
plaintiffs for the conduct complained of and intends to contest
the matter vigorously.
The Company from time to time is a party to other legal
proceedings arising from the conduct of its business operations,
including proceedings relating to personal injury and employment
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 other proceedings pending as of the
date of this Form 10-Q is material in the aggregate.
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:
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
4.2 Rights Agreement 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)
<PAGE>
4.3 Note Agreement between Casey's
General Stores, Inc. and
Principal Mutual Life Insurance
Company and Nippon Life Insurance
Company of America (e)
10.28 Term Loan Agreement with UMB
Bank, n.a.
11 Statement regarding computation of
per share earnings
27 Financial Data Schedule
____________________
(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-A12G/A (Amendment
No. 2 to the Registration Statement on Form 8-A filed June
19, 1989) filed July 29, 1994.
(d) 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.
(e) Incorporated by reference from the Form 8-K filed February
18, 1993.
(b) There were no reports on Form 8-K filed during the three
months ended January 31, 1995.
</TABLE>
<PAGE>
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 16, 1995 By: /s/ Douglas K. Shull
---------------------------
Douglas K. Shull, Treasurer
(Authorized Officer and
Principal Financial Officer)
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
<C> <S> <C>
10.28 Term Loan Agreement
with UMB Bank, n.a.
11 Statement regarding
computation of
per share earnings
27 Financial Data Schedule
</TABLE>
EXHIBIT 10.28
TERM NOTE
$7,500,000 Kansas City, Missouri
And Interest December 30, 1994
FOR VALUE RECEIVED, the undersigned promises to pay to the
order of UMB Bank, n.a. (hereinafter called "Bank"), at its main
office in Kansas City, Missouri, the principal sum of Seven
Million Five Hundred Thousand Dollars ($7,500,000) in quarterly
installments of principal plus interest payable as follows:
$312,500 plus accrued interest on the first day of April, 1995 and
$312,500 plus accrued interest on the first day of each succeeding
July, October, January and April through and including October 1,
1997 and a final payment in the amount of $4,062,500 plus accrued
interest on January 1, 1998 until the whole sum is fully paid with
interest from date at the rate per annum of 125 basis points over
the UMB Federal Funds Rate, adjusted on the first day of each
calendar quarter. For purposes hereof, the UMB Federal Funds Rate
is that rate which the Bank states from time to time to be the UMB
Federal Funds Rate. If any of said installments are not paid when
due, then all remaining installments shall immediately become due
and payable. Interest hereunder shall be computed on the basis of
days elapsed and assuming a 360-day year. Each installment shall
be applied first to payment of accrued interest and then to
reduction of the principal sum. This Note shall bear interest
after maturity at a rate 2% greater than the rate otherwise
payable hereon.
Upon the occurrence of any of the following events: failure
of the undersigned to pay any amount due hereunder when the same
is due and payable; failure of the undersigned to pay or perform
any other obligation of the undersigned to the holder hereof; the
dissolution of or termination of existence of the undersigned; the
failure of the undersigned to pay its debts as they mature; the
appointment of a receiver for any part of the property of the
undersigned, and an assignment for the benefit of the creditors of
the undersigned, or the commencement of any proceedings under
bankruptcy or insolvency laws by or against the undersigned, then
this Note and all other obligations of the undersigned to the Bank
shall immediately become due and payable in full without notice or
demand.
<PAGE>
The Bank's acceptance of the partial payment of any sum due
hereunder after any event of default or after maturity hereof
shall not prevent the Bank from exercising its rights granted in
this Note or any other documents or by applicable law and shall
not rescind, waive or otherwise affect any acceleration or any
other exercise by the Bank of any of its rights hereunder or
thereunder. The undersigned agrees that time is of the essence.
If any provision of this Note violates the law or is in any way
unenforceable, all other provisions of this Note shall remain
valid.
The undersigned shall furnish to the Bank such information
and reports regarding the undersigned's financial condition and
operations, and such other matters as the Bank may from time to
time reasonably request. Specifically, and without limitation on
the foregoing, the undersigned shall provide to the Bank upon
reasonable request, current financial statements for the
undersigned including, but not limited to balance sheets and
statements of profit and loss.
The undersigned shall comply with all federal, state and
local laws statutes, regulations, standards, rules, ordinances and
other orders pertaining to the environment, hazardous substances,
pollutants or contaminants (hereinafter referred to as
"Environmental Regulations") and shall promptly deliver to the
Bank copies of any notice or other communication received by the
undersigned alleging a violation of, or a failure to maintain any
permit or license required by, any Environmental Regulation if any
such alleged violation or failure is reasonably likely to result
in a material adverse effect on the undersigned, financial or
otherwise. For purposes hereof, "material adverse effect" shall
mean an expense, obligation or liability of the undersigned
incurred as a result of or in connection with such alleged
violation or failure which is in an amount in excess of One
Million Dollars ($1,000,000). The undersigned represents and
warrants that it has obtained and shall keep in force all licenses
and permits required in connection with any operations conducted
by it.
The loan evidenced by this Note has been made, and this Note
has been delivered, at the Bank's office indicated above, and such
loan, this Note and the rights, obligations and remedies of the
Bank and the undersigned shall be governed by and construed in
accordance with the laws of the state of Missouri. All
obligations of the undersigned, and the rights, powers and
remedies of Bank, expressed herein shall be in addition to, and
not in limitation of, those provided by law or in any written
agreements or instruments (other than this Note) relating to any
obligation of the undersigned to the Bank.
<PAGE>
To the extent, if any, permitted by applicable law, the
undersigned agrees to pay all expenses of the holder in collecting
this Note, including reasonable attorneys fees and any and all
claims, demands, judgments, penalties, fines, liabilities, costs,
damages and expenses incurred by the Bank, either directly or
indirectly in connection therewith. The undersigned warrants and
represents that all loan proceeds of the indebtedness evidenced
hereby are to be used exclusively for business purposes of the
undersigned.
Demand for payment, notice of nonpayment, protest, notice of
dishonor, diligence or suit are hereby waived by all parties
liable hereon. Any failure by any holder hereof to exercise any
right hereunder shall not be construed as a waiver of the right to
exercise the same or any other right at any other time and from
time to time thereafter. No setoff or counterclaim of any kind
claimed by any person liable under this Note shall stand as a
defense to the enforcement of payment of this Note against any
such person, it being agreed that any such setoff or counterclaim
must be maintained by separate suit or action. In the event of
the occurrence of an event of default, the holder hereof may apply
all balances, credits, deposits, accounts or monies of the
undersigned held by the holder in any capacity, whether or not the
same are due, toward the payment of all amounts due and payable
under this Note.
CASEY'S GENERAL STORES, INC.
By: /s/ Douglas K. Shull
--------------------
Treasurer
<PAGE>
[LETTERHEAD OF CASEY'S GENERAL STORES, INC.]
January 11, 1995
Mr. Terry Dierks
Senior Vice President
UMB Bank, n.a.
P.O. Box 419226
Kansas City, MO 64141-6226
RE: $7,500,000 Term Loan
Dear Mr. Dierks:
Pursuant to your commitment letter of December 2, 1994, this
will set forth the agreement between Casey's General Stores, Inc.
(the "Company") and UMB Bank, n.a. (the "Bank") with respect to
the additional covenants that the Company will abide by during the
term of the $7,500,000 Term Loan extended to the Company by the
Bank as of December 30, 1994 (the "Loan").
The Company agrees, for so long as the Loan remains
outstanding, to abide by the covenants set forth in Sections 6.1
through 6.9 and 7.1 through 7.10, inclusive, of the Note Agreement
dated as of February 1, 1993 between the Company and Principal
Mutual Life Insurance Company and Nippon Life Insurance Company of
America with respect to the Company's 7.70% Senior Notes due
December 15, 2004. For the purpose of this agreement, an Event of
Default under the Note Agreement dated February 1, 1993
constitutes an event of default with respect to all credit
extended to the Company by the Bank. The Company further agrees
to provide the Bank with copies of any amendments or modifications
changing the covenants listed above. The financial information
and reports referred to in Section 6.6 of the Note Agreement will
be furnished to the Bank at the times and as set forth therein.
Sincerely,
Douglas K. Shull
----------------
Douglas K. Shull
Treasurer
<PAGE>
Accepted and agreed to this 13th day of January, 1995.
UMB BANK, n.a.
By: /s/ Terry Dierks
---------------------
Terry Dierks
Senior Vice President
<PAGE>
Exhibit 11
CASEY'S GENERAL STORES, INC.
Computation of Per Share Earnings
<TABLE>
<CAPTION>
Three Months Ended
January 31,
1995 1994
---------------------
<S> <C> <C>
PRIMARY EARNINGS PER SHARE
Weighted average number of
common and common equivalent
shares:
Weighted average number
of shares outstanding 25,930,706 22,226,790
Shares applicable to
stock options 147,880 79,036
---------- ----------
26,078,586 22,305,826
---------- ----------
Net income $ 5,723,364 4,047,420
---------- ----------
Earnings per common and
common equivalent share $ .22 .18
---------- ----------
FULLY DILUTED EARNINGS PER SHARE
Net income $ 5,723,364 4,047,420
Interest savings net of income
taxes on assumed conversion
of convertible debentures --- 334,961
---------- ----------
Earnings applicable to
fully diluted shares $ 5,723,364 4,382,381
---------- ----------
Average common shares outstanding 25,930,706 22,226,790
Average common equivalent shares
applicable to stock options 157,745 89,314
Average common shares issuable
to assumed conversion of
convertible debentures --- 3,684,210
---------- ----------
26,088,451 26,000,314
---------- ----------
Earnings per share-fully
diluted basis $ .22 .17
---------- ----------
</TABLE>
<PAGE>
Exhibit 11
(continued)
CASEY'S GENERAL STORES, INC.
Computation of Per Share Earnings
<TABLE>
<CAPTION>
Nine Months Ended
January 31,
1995 1994
-----------------------
<S> <C> <C>
PRIMARY EARNINGS PER SHARE
Weighted average number of
common and common equivalent
shares:
Weighted average number
of shares outstanding 25,925,262 22,199,400
Shares applicable to
stock options 114,236 65,322
---------- ----------
26,039,498 22,264,722
---------- ----------
Net income $ 19,688,280 14,183,057
---------- ----------
Earnings per common and
common equivalent share $ .76 .64
---------- ----------
FULLY DILUTED EARNINGS PER SHARE
Net income $ 19,688,280 14,183,057
Interest savings net of income
taxes on assumed conversion
of convertible debentures --- 1,004,883
---------- ----------
Earnings applicable to
fully diluted shares $ 19,688,280 15,187,940
---------- ----------
Average common shares outstanding 25,925,262 22,199,400
Average common equivalent shares
applicable to stock options 114,236 100,190
Average common shares issuable
to assumed conversion of
convertible debentures --- 3,684,210
---------- ----------
26,039,498 25,983,800
---------- ----------
Earnings per share-fully
diluted basis $ .76 .58
---------- ----------
<PAGE>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDING
JANUARY 31, 1995 OF CASEY'S GENERAL STORES, INC. AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000726958
<NAME> CASEY'S GENERAL STORES
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-30-1994
<PERIOD-START> MAY-01-1994
<PERIOD-END> JAN-31-1995
<EXCHANGE-RATE> 1
<CASH> 5,315,685
<SECURITIES> 1,274,297<F1>
<RECEIVABLES> 3,068,591
<ALLOWANCES> 0
<INVENTORY> 27,585,434
<CURRENT-ASSETS> 40,395,249
<PP&E> 395,246,497
<DEPRECIATION> 106,426,820
<TOTAL-ASSETS> 337,904,108
<CURRENT-LIABILITIES> 74,359,083
<BONDS> 62,193,932<F2>
<COMMON> 61,006,498
0
0
<OTHER-SE> 115,655,140<F3>
<TOTAL-LIABILITY-AND-EQUITY> 337,904,108
<SALES> 644,358,471
<TOTAL-REVENUES> 648,401,954
<CGS> 503,412,570
<TOTAL-COSTS> 503,412,570
<OTHER-EXPENSES> 108,706,525
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,138,579
<INCOME-PRETAX> 32,144,280
<INCOME-TAX> 12,456,000
<INCOME-CONTINUING> 19,688,280
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,688,280
<EPS-PRIMARY> .76
<EPS-DILUTED> .76
<FN>
<F1>SHORT-TERM INVESTMENTS
<F2>LONG-TERM DEBT, NET OF CURRENT MATURITIES
<F3>RETAINED EARNINGS
</FN>
</TABLE>
