CASEYS GENERAL STORES INC ITEM 1A RISK FACTORS You should carefully consider the risks described in this report before making a decision to invest in our securities |
The risks and uncertainties described are not the only ones facing us |
Additional risks and uncertainties not presently known to us or that we currently deem immaterial could negatively impact our results of operations or financial condition in the future |
If any of such risks actually occur, our business, financial condition, and/or results of operations could be materially adversely affected |
In that case, the trading price of our securities could decline and you might lose all or part of your investment |
Risks Related to Our Industry The convenience store industry is highly competitive |
The industry and geographic areas in which we operate are highly competitive and marked by ease of entry and constant change in the number and type of retailers offering the products and services found in our stores |
We compete with other convenience store chains, gasoline stations, supermarkets, drugstores, discount stores, club stores, and mass merchants |
In recent years, several nontraditional retailers such as supermarkets, club stores, and mass merchants have impacted the convenience store industry by entering the gasoline retail business |
These nontraditional gasoline retailers have obtained a significant share of the motor fuels market, and their market share is expected to grow |
In some of our markets, our competitors have been in existence longer and have greater financial, marketing, and other resources than we do |
As a result, our competitors may be able to respond better to changes in the economy and new opportunities within the industry |
To remain competitive, we must 8 ______________________________________________________________________ [29]Table of Contents constantly analyze consumer preferences and competitors’ offerings and prices to ensure we offer convenience products and services consumers demand at competitive prices |
We must also maintain and upgrade our customer service levels, facilities, and locations to remain competitive and attract customer traffic |
Major competitive factors include, among others, location, ease of access, gasoline brands, pricing, product and service selections, customer service, store appearance, cleanliness, and safety |
The volatility of wholesale petroleum costs could adversely affect our operating results |
Over the past three fiscal years, our gasoline revenue accounted for approximately 67prca of total revenues and our gasoline gross profit accounted for approximately 24prca of total gross profit |
Crude oil and domestic wholesale petroleum markets are marked by significant volatility |
General political conditions, acts of war or terrorism, and instability in oil producing regions, particularly in the Middle East and South America, could significantly affect crude oil supplies and wholesale petroleum costs |
In addition, the supply of gasoline and our wholesale purchase costs could be adversely affected in the event of shortage, which could result from, among other things, lack of capacity at United States oil refineries or the absence of gasoline contracts that guarantee an uninterrupted, unlimited supply of gasoline |
Significant increases and volatility in wholesale petroleum costs could result in significant increases in the retail price of petroleum products and in lower gasoline average margin per gallon |
Increases in the retail price of petroleum products could adversely affect consumer demand for gasoline |
Volatility makes it difficult to predict the impact that future wholesale cost fluctuations will have on our operating results and financial condition |
These factors could adversely affect our gasoline gallon volume, gasoline gross profit, and overall customer traffic, which in turn would impact our sales of grocery and general merchandise and prepared food products |
Wholesale cost increases of tobacco products could impact our operating results |
Sales of tobacco products have averaged approximately 10prca of our total revenue over the past three fiscal years, and our tobacco gross profit accounted for approximately 12dtta8prca of total gross profit for the same period |
Significant increases in wholesale cigarette costs, tax increases on tobacco products, and national and local campaigns to discourage smoking in the United States may have an adverse effect on unit demand for cigarettes domestically |
In general, we attempt to pass price increases on to our customers |
Due to competitive pressures in our markets, however, we may not always be able to do so |
These factors could adversely affect our retail price of cigarettes, cigarette unit volume and revenues, merchandise gross profit, and overall customer traffic |
Risks Related to Our Business Unfavorable weather conditions could adversely affect our business |
All of our stores are located in the Midwest region of the United States, which is susceptible to thunderstorms, extended periods of rain, ice storms, and heavy snow |
Inclement weather conditions could damage our facilities or could have a significant impact on consumer behavior, travel, and convenience store traffic patterns as well as our ability to operate our locations |
In addition, we typically generate higher revenues and gross margins during warmer weather months, which fall within our first and second fiscal quarters |
If weather conditions are not favorable during these periods, our operating results and cash flow from operations could be adversely affected |
We may not be able to identify, acquire, and integrate new stores, which could adversely affect our ability to grow our business |
An important part of our recent growth strategy has been to acquire other convenience stores that complement our existing stores or broaden our geographic presence |
From May 1, 2005 through April 30, 2006 we acquired 67 convenience stores |
The transactions included the acquisition of 49 stores in Nebraska, Kansas, and Iowa from Gas ‘N Shop, Inc |
We closed 10 of the Gas ‘N Shop stores because they were in direct competition with existing Casey’s stores in the same market areas |
We expect to continue pursuing acquisition opportunities as an element of our growth strategy |
9 ______________________________________________________________________ [30]Table of Contents Acquisitions involve risks that could cause our actual growth or operating results to differ materially from our expectations or the expectations of securities analysts: • We may not be able to identify suitable acquisition candidates or acquire additional convenience stores on favorable terms |
We compete with others to acquire convenience stores |
We believe this competition may increase and could result in decreased availability or increased prices for suitable acquisition candidates |
It may be difficult to anticipate the timing and availability of acquisition candidates |
• During the acquisition process we may fail or be unable to discover some of the liabilities of companies or businesses we acquire |
These liabilities may result from a prior owner’s noncompliance with applicable federal, state, or local laws |
• Acquired convenience stores may not perform as we expect or we may not be able to obtain the cost savings and financial improvements we anticipate |
We are subject to federal and state environmental and other regulations |
Our business is subject to extensive governmental laws and regulations including but not limited to environmental regulations, employment laws and regulations, regulations governing the sale of alcohol, tobacco, and lottery products, minimum wage requirements, working-condition requirements, public accessibility requirements, citizenship requirements, and other laws and regulations |
A violation or change of these laws could have a material adverse effect on our business, financial condition, and results of operations |
Under various federal, state, and local laws, regulations, and ordinances, we may, as the owner/operator of our locations, be liable for the costs of removal or remediation of contamination at these or our former locations, whether or not we knew of, or were responsible for, the presence of such contamination |
The failure to properly remediate such contamination may subject us to liability to third parties and may adversely affect our ability to sell or lease such property |
Compliance with existing and future environmental laws regulating underground storage tanks may require significant capital expenditures and increased operating and maintenance costs |
The remediation costs and other costs required to clean up or treat contaminated sites could be substantial |
We pay tank registration fees and other taxes to state trust funds established in our operating areas in support of future remediation obligations |
These state trust funds are expected to pay or reimburse us for remediation expenses less a deductible |
To the extent third parties do not pay for remediation as we anticipate, we will be obligated to make these payments, which could materially adversely affect our financial condition and results of operations |
Reimbursements from state trust funds will be dependent on the maintenance and continued solvency of the various funds |
In the future, we may incur substantial expenditures for remediation of contamination that has yet to be discovered at existing locations or at locations we may acquire |
We cannot assure you that we have identified all environmental liabilities at all of our current and former locations; that material environmental conditions not known to us do not exist; that future laws, ordinances, or regulations will not impose material environmental liability on us; or that a material environmental condition does not otherwise exist at any one or more of our locations |
In addition, failure to comply with any environmental laws, regulations, or ordinances or an increase in regulations could adversely affect our operating results and financial condition |
10 ______________________________________________________________________ [31]Table of Contents State laws regulate the sale of alcohol, tobacco, and lottery products |
A violation or change of these laws could adversely affect our business, financial condition, and results of operations because state and local regulatory agencies have the power to approve, revoke, suspend, or deny applications for and renewals of permits and licenses relating to the sale of these products or to seek other remedies |
Any appreciable increase in income, overtime pay, or the statutory minimum wage rate or adoption of mandated healthcare benefits would result in an increase in our labor costs |
Such cost increase or the penalties for failing to comply with such statutory minimum could adversely affect our business, financial condition, and results of operations |
Other Risks Any issuance of shares of our common stock in the future could have a dilutive effect on your investment |
We could issue additional shares for investment, acquisition, or other business purposes |
Even if there is not an immediate need for capital, we may choose to issue securities to sell in public or private equity markets if and when conditions are favorable |
Raising funds by issuing securities would dilute the ownership interests of our existing stockholders |
Additionally, certain types of equity securities we may issue in the future could have rights, preferences, or privileges senior to the rights of existing holders of our common stock |
The market price for our common stock has been and may in the future be volatile, which could cause the value of your investment to decline |
Securities markets worldwide experience significant price and volume fluctuations |
This market volatility could significantly affect the market price of our common stock without regard to our operating performance |
In addition, the price of our common stock could be subject to wide fluctuations in response to these and other factors: • A deviation in our results from the expectations of public market analysts and investors |
• Statements by research analysts about our common stock, company, or industry |
• Changes in market valuations of companies in our industry and market evaluations of our industry generally |
• Additions or departures of key personnel |
• Actions taken by our competitors |
• Sales of common stock by the Company, senior officers, or other affiliates |
• Other general economic, political, or market conditions, many of which are beyond our control |
The market price of our common stock will also be affected by our quarterly operating results and quarterly comparable store sales growth, which may be expected to fluctuate from quarter to quarter |
The following are factors that may affect our quarterly results and comparable store sales: general, regional, and national economic conditions; competition; unexpected costs; changes in pricing, consumer trends, and the number of stores we open and/or close during any given period; costs of compliance with corporate governance and Sarbanes-Oxley requirements |
Other factors are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations |
You may not be able to resell your shares of our common stock at or above the price you pay |
11 ______________________________________________________________________ [32]Table of Contents Our charter documents include provisions that may have the effect of preventing or hindering a change in control and adversely affecting the market price of our common stock |
Our articles of incorporation give our board of directors the authority to issue up to 1 million shares of preferred stock and to determine the rights and preferences of the preferred stock without obtaining stockholder approval |
The existence of this preferred stock could make it more difficult or discourage an attempt to obtain control of the Company by means of a tender offer, merger, proxy contest, or otherwise |
Furthermore, this preferred stock could be issued with other rights, including economic rights, senior to our common stock, thereby having a potentially adverse effect on the market price of our common stock |
At present, we have no plans to issue any preferred stock |
Other provisions of our articles of incorporation and bylaws and of Iowa law could make it more difficult for a third party to acquire us or hinder a change in management, even if doing so would be beneficial to our stockholders |
For example, Section 409dtta1110 of the Iowa Business Corporation Act prohibits publicly held Iowa corporations to which it applies from engaging in a business combination with an interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder unless the business combination is approved in a prescribed manner |
This provision could discourage others from bidding for our shares and could, as a result, reduce the likelihood of an increase in our stock price that would otherwise occur if a bidder sought to buy our stock |
These governance provisions could affect the market price of our common stock |
We may, in the future, adopt other measures that could have the effect of delaying, deferring, or preventing an unsolicited takeover, even if such a change in control were at a premium price or favored by a majority of unaffiliated stockholders |
These measures may be adopted without any further vote or action by our stockholders |