CASEYS GENERAL STORES INC
10-Q, 1999-03-17
CONVENIENCE STORES
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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, 1999

                         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                         52,706,512 shares
       (Class)                                   (Outstanding at March 3, 1999)



<PAGE>



                          CASEY'S GENERAL STORES, INC.

                                      INDEX

                                                                            Page

PART I - FINANCIAL INFORMATION

         Item 1.           Consolidated Financial Statements.

                           Consolidated condensed balance sheets -
                           January 31, 1999 and April 30, 1998           3

                           Consolidated condensed statements
                           of income - three and nine months ended
                           January 31, 1999 and 1998                     5

                           Consolidated condensed statements of
                           cash flows - nine months ended
                           January 31, 1999 and 1998                     6
  
                           Notes to consolidated condensed
                           financial statements                          8

         Item 2.           Management's Discussion and Analysis
                           of Financial Condition and Results of
                           Operations.                                   9


PART II - OTHER INFORMATION

         Item 1.           Legal Proceedings.                            15

         Item 5.           Other Information.                            15

         Item 6.           Exhibits and Reports on Form 8-K.             15


SIGNATURE                                                                17



<PAGE>



                         PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>

Item 1.           Financial Statements.


                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                             (Dollars in Thousands)


                                               January 31,
                                                  1999               April 30,
                                               (Unaudited)             1998
<S>                                            <C>                   <C>
         ASSETS

Current assets:
         Cash and cash equivalents             $  10,663                4,022
         Short-term investments                    2,216                1,328
         Receivables                               2,705                2,537
         Inventories                              43,796               39,200
         Prepaid expenses                          5,693                5,437
                                                  ------               ------

                  Total current assets            65,073               52,524
                                                  ------               ------

Long-term investments                              2,000                6,137

Other assets                                       1,360                1,405

Property and equipment, net of
  accumulated depreciation
  January 31, 1999, $204,427
  April 30, 1998, $185,133                       471,298              419,908
                                                --------              -------

                                                $539,731              479,974
                                                 -------              -------
</TABLE>


See notes to consolidated condensed financial statements.



<PAGE>



                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                   (Continued)
                             (Dollars in Thousands)
<TABLE>
<CAPTION>

                                                January 31,
                                                  1999                April 30,
                                                (Unaudited)             1998
<S>                                             <C>                   <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
         Notes payable                          $  37,660              16,600
         Current maturities of
           long-term debt                           9,481               5,515
         Accounts payable                          42,127              43,745
         Accrued expenses                          22,105              19,748
         Income taxes payable                       6,181               4,380
                                                  -------              ------

           Total current liabilities              117,554              89,988
                                                  -------              ------

Long-term debt, net of
  current maturities                               73,783              79,094
                                                   ------              ------

Deferred income taxes                              49,504              45,004
                                                   ------              ------

Deferred compensation                               2,873              2,514
                                                    -----              -----

Shareholders' equity
  Preferred stock, no par value                      ---                ---
  Common Stock, no par value                       66,914              65,922
  Retained earnings                               229,103             197,452
                                                  -------             -------

Total shareholders' equity                        296,017             263,374
                                                  -------             -------

                                                 $539,731             479,974
                                                  -------             -------

</TABLE>

See notes to consolidated condensed financial statements.



<PAGE>



                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
                             (Dollars in Thousands)
<TABLE>
<CAPTION>

                      Three Months Ended                 Nine Months Ended
                          January 31,                        January 31,
                      1999             1998              1999          1998
                      ----             ----              ----          ----
<S>                   <C>              <C>               <C>           <C>
Net sales             $291,561         276,927           946,377       915,017

Franchise revenue        1,488           1,204             4,367         3,914
                       -------         -------           -------       -------

                       293,049         278,131           950,744       918,931
                       -------         -------           -------       -------

Cost of goods sold     218,934         213,817           722,793       717,273
Operating expenses      49,346          43,238           143,188       129,129
Depreciation and
  amortization           8,671           7,789            25,188        22,397
Interest, net            1,865           1,506             5,144         4,193
                       -------         -------           -------       -------
                       278,816         266,350           896,313       872,992
                       -------         -------           -------       -------
Income before
   income taxes         14,233          11,781            54,431        45,939

Federal and state
  income taxes           5,337           4,418            20,411        17,227
                       -------          ------            ------        ------
Net income          $    8,896           7,363            34,020        28,712
                       -------          ------            ------        ------
Earnings per share

         Basic      $      .17             .14               .65           .55
                       -------          ------            ------        ------
         Diluted    $      .17             .14               .64           .54
                       -------          ------            ------        ------
</TABLE>

See notes to consolidated condensed financial statements.




<PAGE>



                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in Thousands)
<TABLE>
<CAPTION>


                                                       Nine Months Ended
                                                           January 31,        
                                                       1999            1998  
<S>                                                   <C>              <C>
         Cash flows from operations:
             Net income                               $ 34,020         28,712
             Adjustments to reconcile
                 net income to net cash
                 provided by operations:
                     Depreciation and amortization      25,188         22,397
                     Deferred income taxes               4,500          5,250
                     Changes in assets and liabilities:
                         Receivables                      (168)           (87)
                         Inventories                    (4,596)        (2,152)
                         Prepaid expenses                 (256)          (210)
                         Accounts payable               (1,618)        (3,914)
                         Accrued expenses                2,357          1,383
                         Income taxes payable            1,801             44
                     Other, net                          2,032          2,737
                                                        ------         ------
         Net cash provided by operations                63,260         54,160
                                                        ------         ------
         Cash flows from investing:
             Purchase of property and equipment        (75,234)       (69,030)
             Purchase of investments                    (1,295)        (6,466)
             Sale of investments                         4,552          9,372
                                                         -----          -----
         Net cash used in investing activities         (71,977)       (66,124)
                                                        ------         ------


</TABLE>



<PAGE>



                  CASEY'S GENERAL STORES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Dollars in Thousands)
                                   (continued)
<TABLE>
<CAPTION>

                                                         Nine Months Ended
                                                             January 31,      
                                                         1999           1998    
<S>                                                      <C>           <C>
         Cash flows from financing:
           Proceeds from long-term debt                   ---          18,000
           Payments of long-term debt                   (4,325)       (23,462)
           Net activity of short-term debt              21,060         22,000
           Proceeds from exercise of stock
             options                                       992            520
         Payments of cash dividends                     (2,369)        (2,232)
                                                         -----          -----
         Net cash provided by
           financing activities                         15,358         14,826
                                                        ------         ------
         Net increase in cash
           and cash equivalents                          6,641          2,862
         Cash and cash equivalents at
           beginning of the year                         4,022          3,098
                                                         -----          -----
         Cash and cash equivalents at
           end of the quarter                          $10,663          5,960
                                                        ------          -----
</TABLE>

See notes to consolidated condensed financial statements.




<PAGE>



                  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 two wholly-owned  subsidiaries,
Casey's   Marketing   Company  and  Casey's  Services   Company.   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,
1999,  and the results of operations for the three and nine months ended January
31, 1999 and 1998,  and changes in cash flows for the nine months ended  January
31, 1999 and 1998.

     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.

     4. All per-share amounts and number of shares outstanding for the three and
nine  months  ended  January  31,  1998 set  forth in this Form 10-Q (and in the
exhibits  hereto)  have been  adjusted  to reflect the  two-for-one  stock split
declared for  shareholders  of record on February 2, 1998 and  distributed as of
February 17, 1998.





<PAGE>



     5. In June 1998,  FASB  issued  SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging  Activities." This statement is effective for all fiscal
quarters of all fiscal  years  beginning  after June 15,  1999.  The Company has
little or no derivative or hedging activities;  therefore, it is not anticipated
this statement  will have a material  effect on the results of operations or the
financial position of the Company.


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,  1999,  the  Company's  ratio of current  assets to
current  liabilities  was .55 to 1. The ratio at January  31, 1998 and April 30,
1998  was .63 to 1 and .58 to 1,  respectively.  Management  believes  that  the
Company's current $47,000 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 increased $9,100 (16.8%) in the nine months
ended January 31, 1999 from the comparable  period in the prior year,  primarily
as a result  of a larger  net  income,  an  increase  in  depreciation  net of a
decrease in accounts  payable  and an increase in  inventories.  Cash flows from
investing in the nine months ended



<PAGE>



January  31,  1999  decreased,  primarily  as  a  result  of  increased  capital
expenditures.  Cash flows from financing  remained  constant.  Cash flows in the
future are expected to decrease 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.  During the first nine months of fiscal 1999, the Company expended
$75,234  for  property  and  equipment,   primarily  for  the  construction  and
remodeling of Company stores,  compared to $69,030 for the comparable  period in
the prior  year.  The Company  anticipates  expending  approximately  $90,000 in
fiscal 1999 for  construction,  acquisition  and  remodeling of Company  stores,
primarily  from funds  generated by  operations,  existing  cash and short- term
investments and bank lines of credit.

     As of  January  31,  1999,  the  Company  had  long-term  debt of  $73,783,
consisting of $15,000 in principal amount of 7.70% Senior Notes due December 15,
2004 (the "7.70% Notes") , $30,000 in principal amount of 7.38% Senior Notes due
December  28, 2020 (the "7.38%  Notes") , $14,400 in  principal  amount of 6.55%
Senior Notes due December 18, 2003 (the "6.55% Notes"), $9,302 of mortgage notes
payable and $5,081 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.





<PAGE>



     Interest on the 6.55% 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% Notes matures
in five annual installments commencing December 18, 1999. The Company may prepay
the  6.55%  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% 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, existing cash, 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
older USTs. The Company  currently has 2,085 USTs, of which 1,769 are fiberglass
and 316 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.  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, 1998 and 1997, the Company spent approximately $502 and $579,  respectively,
for assessments and remediation.  During the nine months ended January 31, 1999,
the Company expended approximately $434 for such



<PAGE>



purposes.  Substantially  all of these  expenditures  have  been  submitted  for
reimbursement  from  state-sponsored  trust fund  programs and as of January 31,
1999,  approximately  $4,300 has been received from such programs.  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 accrued a liability at January 31, 1999 of  approximately
$1,600 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  believes  that the  Company is in  substantial
compliance   with   the   electronic   monitoring,   cathodic   protection   and
overfill/spill protection regulations having a December 23, 1998 effective date.
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, 1999 COMPARED TO THREE MONTHS ENDED
JANUARY 31, 1998 (DOLLARS AND AMOUNTS IN THOUSANDS)

     Net sales for the third quarter of fiscal 1999  increased by $14,634 (5.3%)
over the comparable  period in fiscal 1998.  Retail  gasoline sales decreased by
$6,364  (4.0%) as the number of gallons sold  increased by 22,909  (15.5%) while
the average retail price per gallon  decreased  16.9%.  During this same period,
retail sales of grocery and general merchandise increased by $19,479 (19.3%) due
to the  addition  of 69 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 75.1% for the third
quarter of fiscal 1999, compared to 77.2% for the comparable period in the prior
year. The gross profit margins on retail gasoline sales increased (12.5%) during
the third  quarter  of fiscal  1999 from the  third  quarter  of the prior  year
(11.3%)  due to the  decrease in  wholesale  gasoline  costs  during the period.
However,  the gross profit margin per gallon  decreased (to $.1112) in the third
quarter of fiscal 1999 from the  comparable  period in the prior year  ($.1204).
The gross  profits  on retail  sales of grocery  and  general  merchandise  also
decreased (to 42.0%) from the comparable period in the prior year (42.4%).

     Operating  expenses as a  percentage  of net sales were 16.9% for the third
quarter of fiscal 1999 compared to 15.6% for the comparable  period in the prior
year. The increase in operating expenses as a percentage of net sales was caused
primarily by a decrease in



<PAGE>



the average retail price per gallon of gasoline sold.

     Net income  increased  by $1,533  (20.8%).  The  increase in net income was
attributable  primarily  to the  increase in retail sales of grocery and general
merchandise,  an  increase  in the  number of gallons  of  gasoline  sold and an
increased number of stores in operation for at least three years.

         NINE MONTHS ENDED JANUARY 31, 1999 COMPARED TO NINE MONTHS ENDED
JANUARY 31, 1998 (DOLLARS AND AMOUNTS IN THOUSANDS)

     Net sales for the first nine  months of fiscal  1999  increased  by $31,360
(3.4%)  over the  comparable  period  in  fiscal  1998.  Retail  gasoline  sales
decreased by $21,638  (4.1%) as the number of gallons  sold  increased by 64,022
(14.0%) and the average  retail price per gallon  decreased  15.9%.  During this
same  period,  retail  sales of grocery and  general  merchandise  increased  by
$50,121  (15.0%)  due to the  addition  of 69 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 76.4% for the first
nine months of fiscal 1999  compared to 78.4% for the  comparable  period in the
prior year.  This result  occurred  because the gross  profit  margins on retail
gasoline  sales  increased  (11.3%)  during the first nine months of fiscal 1999
from the  comparable  period in the prior  year  (9.8%) due to the  decrease  in
wholesale gasoline costs during the period. However, the gross profit margin per
gallon  decreased  in the first nine months of fiscal 1999 (to $.1085)  from the
comparable period in the prior year ($.1112).  The gross profits on retail sales
of  grocery  and  general  merchandise  also  decreased  (to  41.0%),  from  the
comparable period in the prior year (41.8%).

     Operating  expenses as a  percentage  of net sales were 15.1% for the first
nine months of fiscal 1999  compared to 14.1% for the  comparable  period in the
prior year. The increase in operating  expenses as a percentage of net sales was
caused  primarily  by a  decrease  in the  average  retail  price per  gallon of
gasoline sold.

     Net income  increased  by $5,308  (18.5%).  The  increase in net income was
attributable  primarily  to the  increase in retail sales of grocery and general
merchandise,  an  increase  in the number of gallons of  gasoline  sold,  and an
increased number of stores in operation at least three years.





<PAGE>



         YEAR 2000

     Management has  substantially  completed its "Year 2000" program to prepare
the Company's information  technology systems (including hardware,  software and
application  programs) for year 2000  compliance.  All  necessary  expenditures,
which are not expected to be material  (including  internal staff and consulting
costs),  will be funded through operating cash flow. The Company also is working
cooperatively  with third parties  having systems upon which the Company and its
stores must rely, and seeking  assurances that the systems of such other parties
will be year 2000 compliant on a timely basis.  Systems operated by others which
the  Company  and its  stores  use and/or  rely upon in their  daily  operations
include those of banking institutions and telephone companies, as well as vendor
and  franchisee  workstations  and  product  ordering  systems.  The Company can
provide no assurances  that the  third-party  systems upon which the Company and
its stores rely will be year 2000  compliant.  Company store  operations and the
Company's business and financial condition and/or results of operations could be
materially  adversely  affected by a failure of its systems and  applications or
those  operated by such other third  parties to perform as intended on and after
January 1, 2000. The Company is developing  contingency  plans for its year 2000
exposure to such systems and applications.

         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.






<PAGE>



                           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.

ITEM 5.           OTHER INFORMATION.

     The Company has hired James Shaffer as Chief Financial  Officer,  effective
April 1, 1999.  Shaffer is a former Senior Vice  President  and Chief  Financial
Officer  of the  Allied  Insurance  Group,  and will  report to Ronald M.  Lamb,
President and Chief Executive Officer.

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)

         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)



<PAGE>




         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)

         11          Statement regarding computation of per share earnings

         27          Financial Data Schedule

         99          Cautionary Statement Relating to Forward-Looking Statements
                     (h)

- -----------------------

(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)   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 October 31, 1996, filed December 13, 1996.


         (b)  There  were no reports on Form 8-K filed  during the  quarter  for
              which this Report is filed.



<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, 1999              By:  /s/ John G. Harmon
                                         -------------------
                                         John G. Harmon
                                         Secretary/Treasurer
                                         (Authorized Officer and Principal
                                          Financial Officer)




<PAGE>



                                  EXHIBIT INDEX


Exhibit No.            Description                                 Page
- -----------            -----------                                 ----


   11                  Statement regarding
                       computation of
                       per share earnings

   27                  Financial Data Schedule








                                                                    Exhibit 11


                          CASEY'S GENERAL STORES, INC.
                        Computation of Per Share Earnings
           (Dollars in Thousands, Except Share and Per Share Amounts)

<TABLE>
<CAPTION>

                                                   Three Months Ended
                                                        January 31, 
                                                   1999             1998     
                                                   ----             ----
<S>                                                <C>              <C>
Basic earnings per share

Weighted average number of
  shares outstanding                               52,698,079       52,545,746
                                                   ----------       ----------

Net income                                        $     8,896            7,363
                                                   ----------       ----------

Basic earnings per common
  share                                           $       .17              .14
                                                   ----------       ----------

Diluted earnings per share

    Weighted average number of
      shares outstanding                           52,698,079       52,545,746
    Shares applicable to
      stock options                                   241,299          313,176
                                                   ----------       ----------

                                                   52,939,378       52,858,922
                                                   ----------       ----------
Net Income                                        $     8,896            7,363
                                                   ----------       ----------

Diluted earnings per common share                 $       .17              .14
                                                   ----------       ----------
</TABLE>


<PAGE>



                          CASEY'S GENERAL STORES, INC.
                        Computation of Per Share Earnings
           (Dollars in Thousands, Except Share and Per Share Amounts)

<TABLE>
<CAPTION>

                                                     Nine Months Ended
                                                         January 31,
                                                       1999            1998     
                                                       ----            ----
<S>                                                  <C>               <C>
Basic earnings per share

Weighted average number of
  shares outstanding                                 52,650,418      52,525,046
                                                     ----------      ----------


Net income                                          $    34,020          28,712
                                                     ----------      ----------

Basic earnings per common
  share                                             $       .65             .55
                                                     ----------      ----------

Diluted earnings per share

    Weighted average number of
      shares outstanding                             52,650,418      52,525,046
    Shares applicable to
      stock options                                     276,071         313,176
                                                     ----------      ----------
                                                     52,926,489      52,838,222
                                                     ----------      ----------
Net Income                                          $    34,020          28,712
                                                     ----------      ----------

Diluted earnings per common share                   $       .64             .54
                                                     ----------      ----------


</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 ENDED JANUARY 31,
1999 OF CASEY'S GENERAL STORES, INC. AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                           0000726958
<NAME>                          CASEY'S GENERAL STORES, INC.
<MULTIPLIER>                    1,000
<CURRENCY>                      U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>               APR-30-1999
<PERIOD-START>                  MAY-01-1998
<PERIOD-END>                    JAN-31-1999
<EXCHANGE-RATE>                 1
<CASH>                          10,663<F1>
<SECURITIES>                    2,216
<RECEIVABLES>                   2,705
<ALLOWANCES>                    0
<INVENTORY>                     43,796
<CURRENT-ASSETS>                65,073
<PP&E>                          675,725
<DEPRECIATION>                  204,427
<TOTAL-ASSETS>                  539,731
<CURRENT-LIABILITIES>           117,554
<BONDS>                         73,783<F2>
           0
                     0
<COMMON>                        66,914
<OTHER-SE>                      229,103<F3>
<TOTAL-LIABILITY-AND-EQUITY>    539,731
<SALES>                         946,377
<TOTAL-REVENUES>                950,744
<CGS>                           722,793
<TOTAL-COSTS>                   722,793
<OTHER-EXPENSES>                168,376
<LOSS-PROVISION>                0
<INTEREST-EXPENSE>              5,144
<INCOME-PRETAX>                 54,431
<INCOME-TAX>                    20,411
<INCOME-CONTINUING>             34,020
<DISCONTINUED>                  0
<EXTRAORDINARY>                 0
<CHANGES>                       0
<NET-INCOME>                    34,020
<EPS-PRIMARY>                   .65
<EPS-DILUTED>                   .64
<FN>
<F1>  SHORT-TERM INVESTMENTS
<F2>  LONG-TERM DEBT, NET OF CURENT MATURITIES
<F3>  RETAINED EARNINGS
</FN>
        

</TABLE>


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