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10-K/A 1 d833930d10ka.htm 10-K/A
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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
Annual Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended April 30, 2014
Commission File Number 001-34700
CASEY’S GENERAL STORES, INC.
(Exact name of registrant as specified in its charter)
| IOWA | 42-0935283 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer 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)
Securities Registered pursuant to Section 12(b) of the Act
| COMMON STOCK | NASDAQ | |
| (Title of Class) | (Name of Exchange on which Registered) |
Securities Registered pursuant to Section 12(g) of the Act
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the registrant’s common stock held by non-affiliates as of October 31, 2013, was approximately $ 2.6 billion based on the closing sales price ($72.88 per share) as quoted on the NASDAQ Global Select Market.
Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date.
| Class | Outstanding at June 23, 2014 | |
| Common Stock, no par value per share | 37,882,157 shares |
DOCUMENTS INCORPORATED BY REFERENCE
The information called for by Item 5 of Part II and Items 10, 11, 12, 13 and 15 of Part III is hereby incorporated by reference from the definitive Proxy Statement filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission not later than 120 days after April 30, 2014.
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EXPLANATORY NOTE
Casey’s General Stores, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended April 30, 2014, originally filed with the Securities and Exchange Commission (SEC) on June 27, 2014 (the “Original Filing”), to make the following changes:
| 1. | To amend Item 1A. Risk Factors to add an additional risk factor regarding the potential adverse impact the material weakness could have on our timely reporting of financial results, investor confidence, and stock price. |
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| 2. | To amend Item 8. Financial Statements, Report of Independent Registered Public Accounting Firm, in relation to the independent registered public accounting firm’s report on our internal control over financial reporting; and |
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| 3. | To make revisions for immaterial errors in the consolidated financial statements for the three-year period ended April 30, 2014 previously issued in the Original Filing in Item 1. Business, Item 6. Selected Financial Data, and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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| 4. | To amend Item 9A. Controls and Procedures related to the effectiveness of our disclosure controls and procedures and internal control over financial reporting; |
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In the second quarter of fiscal year 2015, through a routine Internal Revenue Service (IRS) examination, management became aware that an inadvertent accounting and reporting error occurred during the fiscal years 2012, 2013, and 2014 and the first quarter of fiscal year 2015. A control deficiency was identified with regards to the review and approval of quarterly federal excise tax returns by management with the requisite skill and knowledge, and recognition of the corresponding liability and expense. The internal controls in place during this time were not responsive to changes in circumstances. While the control deficiency did not result in a material misstatement to the Company’s consolidated financial statements for any periods through and including the fiscal year ended April 30, 2014, or unaudited condensed consolidated financial statements for the first fiscal quarter of fiscal year 2015, it did represent a material weakness as of April 30, 2014, since there existed a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis. The correction of these immaterial errors is being recognized in revisions to our consolidated financial statements for the fiscal year ended April 30, 2014 in this Amendment No. 1 and in revisions to the unaudited condensed consolidated financial statements for the fiscal quarter ended July 31, 2014, included on Form 10-Q/A dated December 9, 2014 to be filed concurrently with this Form 10K/A.
Pursuant to Rule 12b-15 under the Securities Exchange act of 1934, as a result of this Amendment No. 1, the certifications pursuant to Rules 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended and Section 906 of the Sarbanes-Oxley Act of 2002 have been re-executed and refiled as of the date of this Amendment No. 1. As a result, the Exhibit Index in Part IV; Item 15 of the Annual Report is also being amended to reflect the inclusion of the aforementioned updates.
Accordingly, we hereby amend Items 1, 1A, 6, 7, 8, 9A, and 15 in the Original Filing. Except as described in this Explanatory Note, the Original Filing is unchanged. In particular, except for the events described above, this Amendment No. 1 speaks only as of the date the Original Filing was filed, and has not been updated, amended, or supplemented to give effect to any subsequent events. Accordingly, forward-looking statements included in this Amendment No. 1 represent management’s views as of the date the Original Filing was filed and should not be assumed to be accurate as of any date thereafter. This Amendment No. 1 should be read in conjunction with the Original Filing, and any of Company’s other filings with the SEC subsequent to the Original Filing, together with any amendments to those filings.
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FORM 10-K/A
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Table of Contents
PART I