Document and Entity Information
|
Document and Entity Information
|
9 Months Ended | |
|---|---|---|
|
Jan. 31, 2011
|
Mar. 04, 2011
|
|
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | Jan. 31, 2011 | |
| Document Fiscal Period Focus | Q3 | |
| Document Fiscal Year Focus | 2011 | |
| Entity Registrant Name | CASEYS GENERAL STORES INC | |
| Entity Central Index Key | 0000726958 | |
| Current Fiscal Year End Date | --04-30 | |
| Entity Filer Category | Large Accelerated Filer | |
| Entity Common Stock, Shares Outstanding | 37,950,509 |
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)
|
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
In Thousands |
Jan. 31, 2011
|
Apr. 30, 2010
|
|---|---|---|
| Property and equipment, accumulated depreciation | $ 760,421 | $ 706,994 |
| Preferred stock, no par value | ||
| Common stock, no par value |
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
|
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (USD $)
In Thousands, except Share data |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
|
Jan. 31, 2011
|
Jan. 31, 2010
|
Jan. 31, 2011
|
Jan. 31, 2010
|
|
| Total revenue | $ 1,374,199 | $ 1,114,377 | $ 4,085,745 | $ 3,457,281 |
| Cost of goods sold (exclusive of depreciation and amortization, shown separately below) | 1,171,668 | 937,777 | 3,421,866 | 2,854,192 |
| Gross profit | 202,531 | 176,600 | 663,879 | 603,089 |
| Operating expenses | 151,506 | 127,883 | 457,155 | 391,254 |
| Depreciation and amortization | 20,769 | 18,368 | 60,373 | 54,846 |
| Interest, net | 8,908 | 2,748 | 19,630 | 8,159 |
| Loss on early retirement of debt | 11,350 | |||
| Earnings before income taxes | 21,348 | 27,601 | 115,371 | 148,830 |
| Federal and state income taxes | 8,473 | 10,359 | 43,518 | 53,803 |
| Net earnings | $ 12,875 | $ 17,242 | $ 71,853 | $ 95,027 |
| Earnings per common share | ||||
| Basic | $ 0.34 | $ 0.34 | $ 1.64 | $ 1.87 |
| Diluted | $ 0.34 | $ 0.34 | $ 1.63 | $ 1.86 |
| Basic weighted average shares outstanding | 37,938,394 | 50,914,462 | 43,727,582 | 50,892,629 |
| Plus effect of stock options | 305,056 | 185,024 | 272,828 | 146,903 |
| Diluted weighted average shares outstanding | 38,243,450 | 51,099,486 | 44,000,410 | 51,039,532 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Presentation of Financial Statements
|
Presentation of Financial Statements
|
9 Months Ended |
|---|---|
|
Jan. 31, 2011
|
|
| Presentation of Financial Statements |
1. The accompanying condensed consolidated 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. |
Basis of Presentation
|
Basis of Presentation
|
9 Months Ended |
|---|---|
|
Jan. 31, 2011
|
|
| Basis of Presentation |
2. The accompanying condensed consolidated 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 U.S. 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 condensed consolidated 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 condensed consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of January 31, 2011 and April 30, 2010, and the results of operations for the three and nine months ended January 31, 2011 and 2010, and cash flows for the nine months ended January 31, 2011 and 2010. |
Revenue Recognition
|
Revenue Recognition
|
9 Months Ended |
|---|---|
|
Jan. 31, 2011
|
|
| Revenue Recognition |
3. The Company recognizes retail sales of gasoline, grocery and general merchandise, prepared food and commissions on lottery, prepaid phone cards, and video rentals at the time of the sale to the customer. Vendor rebates in the form of rack display allowances are treated as a reduction in cost of sales and are recognized pro rata over the period covered by the applicable rebate agreement. Vendor rebates in the form of billbacks are treated as a reduction in cost of sales and are recognized at the time the product is sold. |
Business Combinations
|
Business Combinations
|
9 Months Ended |
|---|---|
|
Jan. 31, 2011
|
|
| Business Combinations |
4. On March 9, 2010, the Company received an unsolicited proposal from Alimentation Couche-Tard Inc. ("Couche-Tard") to acquire all outstanding shares of common stock of the Company ("Common Stock"), at a price of $36.00 per share in cash. After careful consideration of the strategic, financial and legal aspects of the proposal and the nature and timing of the proposal in consultation with its legal and financial advisors and senior management of the Company, the Company's Board of Directors (the "Board") unanimously determined that the proposal was not in the best interests of the Company, its shareholders and its other constituencies and unanimously determined to reject the proposal. Couche-Tard made public its unsolicited proposal to acquire the Company on April 9, 2010. Subsequently, on June 2, 2010, Couche-Tard and its indirect wholly owned subsidiary, ACT Acquisition Sub, Inc. ("Couche-Tard Sub"), commenced a tender offer for all outstanding shares of Common Stock, together with the associated rights (the "Rights") to purchase Series A Serial Preferred Stock, no par value per share, of the Company issued pursuant to the Rights Agreement dated as of April 16, 2010 (the "Rights Agreement"), between the Company and Computershare Trust Company, N.A., as Rights Agent (the "Offer"), for $36.00 per share in cash. On the same date, Couche-Tard also publicly announced, and notified the Company of, its intent to nominate and solicit proxies for the election of a full slate of directors at the 2010 annual meeting of the Company's shareholders. After careful consideration, including a thorough review of the terms and conditions of the Offer in consultation with its legal and financial advisors and senior management of the Company, the Board determined that the Offer was not in the best interests of the Company, its shareholders and its other constituencies, and the Board recommended that the Company's shareholders not tender into the Offer. On July 22, 2010, Couche-Tard announced that it had increased the offer price to $36.75 per share in cash. After careful consideration, including a thorough review of the terms and conditions of the revised Offer in consultation with its legal and financial advisors and senior management of the Company, the Board determined that the revised Offer was not in the best interests of the Company, its shareholders and its other constituencies, and the Board recommended that the Company's shareholders not tender into the Offer. On September 1, 2010, Couche-Tard announced that it had increased the offer price to $38.50 per share in cash. After careful consideration, including a thorough review of the terms and conditions of the revised Offer in consultation with its legal and financial advisors and senior management of the Company, the Board determined that the revised Offer was not in the best interests of the Company, its shareholders and its other constituencies, and the Board recommended that the Company's shareholders not tender into the Offer. In response to the Offer, the Company filed with the Securities and Exchange Commission (the "SEC") a Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the "Schedule 14D-9"). Among other subsequent amendments to the same, on September 7, 2010 the Company amended the Schedule 14D-9 to disclose that it had received an unsolicited preliminary proposal from a strategic third party regarding a consensual transaction at $40.00 per share of Common Stock in cash. On September 9, 2010, the Company confirmed that it had entered into discussions with 7-Eleven, Inc. ("7-Eleven") regarding a potential transaction. While the Board believed Casey's value substantially exceeded $40.00 per share, it authorized such discussions to explore whether a transaction could be reached that reflected the true value of Casey's and was in the best interests of Casey's, its shareholders and other constituencies. On September 23, 2010, at the 2010 Annual Meeting of Shareholders, the Company's shareholders re-elected all eight of the Company's incumbent directors and rejected a bylaw proposal submitted by Couche-Tard. On September 30, 2010, Couche-Tard disclosed that the Offer would be allowed to expire at the close of business on September 30, 2010, and that no shares of Common Stock would be purchased under the Offer. On November 3, 2010, the Company disclosed that it had received a revised proposal from 7-Eleven of $43.00 per share of Common Stock in cash. The Board, in consultation with its financial and other advisors, carefully considered the revised proposal from 7-Eleven and determined it did not reflect the value of Casey's and its significant growth opportunities, and was not in the best interests of Casey's, its shareholders and other constituencies. The Company also disclosed on November 3, 2010 that it was no longer in discussions with 7-Eleven. During the third quarter of fiscal 2011, the Company recorded $1,725 in legal and advisory fees incurred during the second quarter related to the evaluation of the Offer and related actions by Couche-Tard and the evaluation of the proposal from 7-Eleven. |
Fair Value Disclosure
|
Fair Value Disclosure
|
9 Months Ended |
|---|---|
|
Jan. 31, 2011
|
|
| Fair Value Disclosure |
5. During the second quarter, the Company issued $569,000 of aggregate principal amount of 5.22% Senior Notes to finance its "Dutch Auction" tender offer, to prepay the 1995 and 1999 Senior Notes, and to pay the fees and expenses associated with the tender offer and the financing. The Company purchased an aggregate of 13,157,894 shares of Common Stock at a purchase price of $38.00 per share, for a total cost of approximately $500,000, excluding fees and expenses. The fair value of the Company's long-term debt excluding capital lease obligations is estimated based on the current rates offered to the Company for debt of the same or similar issues. The fair value of the Company's long-term debt excluding capital lease obligations was approximately $640,000 and $161,000, respectively, at January 31, 2011 and April 30, 2010. The Company has a $50,000 line of credit with a $9,000 balance owed at January 31, 2011 and no balance was owed at April 30, 2010. |
Disclosure of Compensation Related Costs, Share-based Payments
|
Disclosure of Compensation Related Costs, Share-based Payments
|
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Jan. 31, 2011
|
|||||||||||||||||||||||||||||||||||||||||||
| Disclosure of Compensation Related Costs, Share-based Payments |
6. The 2009 Stock Incentive Plan (the "Plan"), was approved by the Board in June 2009 and approved by the shareholders in September 2009. The Plan replaced the 2000 Option Plan and the Non-employee Director Stock Plan (together, the "Prior Plans"). There are 4,972,000 shares still available for grant at January 31, 2011. Awards made under the Plan may take the form of stock options, restricted stock or restricted stock units. Each share issued pursuant to a stock option will be counted as one share, and each share issued pursuant to an award of restricted stock or restricted stock units will reduce the shares available for grant by two. On June 23, 2010, restricted stock units with respect to a total of 14,000 shares were granted to the non-employee members of the Board. Additional information regarding the Plan is provided in the Company's 2010 Proxy Statement. The 2000 Stock Option Plan granted employees options with an exercise price equal to the fair value of the Company's stock on the date of grant and that expire ten years after the date of grant. Vesting is generally over a three to five-year service period. On June 23, 2009, stock options totaling 361,000 shares were granted to certain officers and key employees. These awards were granted at no cost to the grantee. These awards will vest on June 23, 2012 and compensation expense is currently being recognized ratably over the vesting period. On June 25, 2007, stock options totaling 246,000 shares were granted to certain officers and key employees. These awards were granted at no cost to the employee. These awards vested on June 25, 2010 and compensation expense was recognized ratably over the vesting period. On July 5, 2005, stock options totaling 234,000 shares were granted to certain officers and key employees. These awards were also granted at no cost to the employee. These awards vested on July 5, 2010 and compensation expense was recognized ratably over the vesting period. At January 31, 2011, options for 793,809 shares (which expire between 2011 and 2019) were outstanding for the Prior Plans. Information concerning the issuance of stock options under the Prior Plans is presented in the following table:
At January 31, 2011, all outstanding options had an aggregate intrinsic value of $15,346 and a weighted average remaining contractual life of 6.4 years. The vested options totaled 450,809 shares with a weighted average exercise price of $21.58 per share and a weighted average remaining contractual life of 4.8 years. The aggregate intrinsic value for the vested options as of January 31, 2011, was $9,428. The aggregate intrinsic value for the total of all options exercised during the nine months ended January 31, 2011, was $3,211 and the total fair value of shares vested during the nine months ended January 31, 2011, was $3,290. Total compensation costs recorded for the nine months ended January 31, 2011 and 2010, were $1,305 and $1,536 respectively, for the stock option and restricted stock awards. As of January 31, 2011, there was $1,497 of total unrecognized compensation costs related to the 2000 Stock Option Plan for stock options which is expected to be recognized ratably through fiscal 2013. |
Acquisitions
|
Acquisitions
|
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Jan. 31, 2011
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | 7. During the first nine months of fiscal 2011, the Company acquired 74 stores through a variety of single store and multi-store transactions with several unrelated third parties. The stores were valued using a discounted cash flow model on a location by location basis. The acquisitions were recorded by allocating the cost of the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values at the acquisition date. The excess of the cost of the acquisition over the net amounts assigned to the fair value of the assets acquired and the liabilities assumed is recorded as goodwill. All of the goodwill associated with these transactions will be deductible for income tax purposes over 15 years. Allocation of the purchase price for the transactions in aggregate is as follows (in thousands):
The allocation of the purchase price to assets acquired and liabilities assumed is preliminary pending finalization of management's analysis. The following unaudited pro forma information presents a summary of our consolidated results of operations as if the transactions referenced above occurred at the beginning of the fiscal year for each of the periods presented (amounts in thousands, except per share data):
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies
|
Commitments and Contingencies
|
9 Months Ended |
|---|---|
|
Jan. 31, 2011
|
|
| Commitments and Contingencies |
8. The Company is named as a defendant in four lawsuits ("hot fuel" cases) brought in the federal courts in Kansas and Missouri against a variety of gasoline retailers. The complaints generally allege that the Company, along with numerous other retailers, has misrepresented gasoline volumes dispensed at its pumps by failing to compensate for expansion that occurs when fuel is sold at temperatures above 60°F. Fuel is measured at 60°F in wholesale purchase transactions and computation of motor fuel taxes in Kansas and Missouri. The complaints all seek certification as class actions on behalf of gasoline consumers within those two states, and one of the complaints also seeks certification for a class consisting of gasoline consumers in all states. The actions generally seek recovery for alleged violations of state consumer protection or unfair merchandising practices statutes, negligent and fraudulent misrepresentation, unjust enrichment, civil conspiracy, and violation of the duty of good faith and fair dealing; several seek injunctive relief and punitive damages. These actions are among a total of 45 similar lawsuits that have been filed since November 2006 in 27 jurisdictions, including 25 states, the District of Columbia, and Guam against a wide range of defendants that produce, refine, distribute and/or market gasoline products in the United States. On June 18, 2007, the Federal Judicial Panel on Multidistrict Litigation ordered that all of the pending hot fuel cases (officially, the "Motor Fuel Temperature Sales Practices Litigation") be transferred to the U.S. District Court for the District of Kansas in Kansas City, Kansas, for coordinated or consolidated pretrial proceedings, including rulings on discovery matters, various pretrial motions, and class certification. Discovery efforts by both sides were substantially completed during the ensuing months, and the plaintiffs filed motions for class certification in each of the pending lawsuits. In a Memorandum and Order entered on May 28, 2010, the Court ruled on the Plaintiffs' Motion for Class Certification in two cases originally filed in the U.S. District Court for the District of Kansas, American Fiber & Cabling, LLC v. BP West Coast Products, LLC, et. al., Case No. 07-2053, and Wilson v. Ampride, Inc., et. al., Case No. 06-2582, in which the Company is a named Defendant. The Court determined that it could not certify a class as to claims against the Company in the American Fiber & Cabling case, having decided that the named Plaintiff had no standing to assert such claims. However, in the Wilson case the Court certified a class as to the liability and injunctive aspects of the Plaintiff's claims for unjust enrichment and violation of the Kansas Consumer Protection Act (KCPA) against the Company and several other Defendants. With respect to claims for unjust enrichment, the class certified consists of all individuals and entities (except employees or affiliates of the Defendants) that, at any time between January 1, 2001 and the present, purchased motor fuel at retail at a temperature greater than 60°F, in the state of Kansas, from a gas station owned, operated, or controlled by one or more of the Defendants. As to claims for violation of the KCPA, the class certified is limited to all individuals, sole proprietors and family partnerships (excluding employees or affiliates of Defendants) that made such purchases. The Court also ordered the parties to show cause in writing why the Wilson case and the American Fiber & Cabling case should not be consolidated for all purposes. The matter is now under consideration by the Court. The court has scheduled the trial to commence on May 17, 2012. Management does not believe the Company is liable to the Plaintiffs for the conduct complained of, and intends to contest the matter vigorously. From time to time we are involved in other legal and administrative proceedings or investigations arising from the conduct of our business operations, including contractual disputes; environmental contamination or remediation issues; employment or personnel matters; personal injury and property damage claims; and claims by federal, state, and local regulatory authorities relating to the sale of products pursuant to licenses and permits issued by those authorities. Claims for compensatory or exemplary damages in those actions may be substantial. While the outcome of such litigation, proceedings, investigations, or claims is never certain, it is our opinion, after taking into consideration legal counsel's assessment and the availability of insurance proceeds and other collateral sources to cover potential losses, that the ultimate disposition of such matters currently pending or threatened, individually or cumulatively, will not have a material adverse effect on our consolidated financial position and results of operation. |
Income Tax Contingencies
|
Income Tax Contingencies
|
9 Months Ended |
|---|---|
|
Jan. 31, 2011
|
|
| Income Tax Contingencies |
9. Effective May 1, 2007, we adopted guidance on the recognition and measurement of an enterprise's tax positions taken in a tax return, and how we account for a tax position depending on whether the position is 'more likely than not' to pass a tax examination. We adopted guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The total amount of gross unrecognized tax benefits was $5,482 at April 30, 2010. At January 31, 2011, we had a total of $6,282 in gross unrecognized tax benefits. Of this amount, $4,092 represents the amount of unrecognized tax benefits that, if recognized, would impact our effective tax rate. The total amount of accrued interest and penalties for such unrecognized tax benefits was $379 at January 31, 2011 and $250 at April 30, 2010. Net interest and penalties included in income tax expense for the nine months ended January 31, 2011 was an expense of $128 and a benefit of $263 for the same period of 2010. These unrecognized tax benefits relate to certain federal and state income tax filing positions claimed for our corporate subsidiaries. A number of years may elapse before an uncertain tax position is audited and ultimately settled. It is difficult to predict the ultimate outcome or the timing of resolution for uncertain tax positions. It is reasonably possible that the amount of unrecognized tax benefits could significantly increase or decrease within the next twelve months. These changes could result from the expiration of the statute of limitations, examinations or other unforeseen circumstances. As of January 31, 2011, the Company did not have any ongoing federal income tax examinations. Two states have an examination in progress. The Company did not have any outstanding litigation related to tax matters. At this time, management expects the aggregate amount of unrecognized tax benefits to decrease by approximately $1,200 within the next 12 months. This expected decrease is due to the expiration of statute of limitations related to certain federal and state income tax filing positions. The statute of limitations for federal income tax filings remains open for the years 2007 and forward. Tax years 2003 and forward are subject to audit by state tax authorities depending on the tax code of each state. |
Reclassification
|
Reclassification
|
9 Months Ended |
|---|---|
|
Jan. 31, 2011
|
|
| Reclassification |
10. Certain amounts in the prior years' financial statements have been reclassified to conform to the current-year presentation, primarily related to cash flows related to acquisitions. These changes were not considered material. |
Risk Factors
|
Risk Factors
|
9 Months Ended |
|---|---|
|
Jan. 31, 2011
|
|
| Risk Factors |
12. 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 Statements included in Item 2 of this Form 10-Q and in the "Risk Factors" described in Item 1A of the Annual Report on Form 10-K for the fiscal year ended April 30, 2010. These interim condensed consolidated financial statements should be read in conjunction with those disclosures. |