Overview

Casey’s and its wholly-owned subsidiaries operate convenience stores under the names "Casey's" and “Casey’s General Store” (hereinafter referred to as “ Casey’s Store ” or “ Stores ”) in 15 Midwestern states, primarily Iowa, Missouri and Illinois. The Company also operates two stores selling primarily tobacco products, one grocery store, and one liquor store. On October 31, 2017 , there were a total of 2,003 stores in operation. All convenience stores offer fuel for sale on a self-serve basis and most stores carry a broad selection of food (including freshly prepared foods such as pizza, donuts and sandwiches), beverages, tobacco products, health and beauty aids, automotive products and other non-food items. The Company derives its revenue primarily from the retail sale of fuel and the products offered in its stores.

Approximately 57% of our stores were opened in areas with populations of fewer than 5,000 persons, while approximately 18% of all stores were opened in communities with populations exceeding 20,000 persons. Two distribution centers are in operation, which supply grocery and general merchandise items to stores. One is adjacent to the Corporate Headquarters facility in Ankeny, Iowa, and the other is located in Terre Haute, Indiana. At October 31, 2017 , the Company owned the land at 1,982 locations and the buildings at 1,987 locations, and leased the land at 21 locations and the buildings at 16 locations.

The Company reported diluted earnings per common share of $1.28 for the second quarter of fiscal 2018 . For the same quarter a year-ago, diluted earnings per common share were $1.44 .

During the first six months of fiscal 2018 , the Company opened 12 new-store constructions, completed 14 replacement stores, completed 28 major remodels, acquired 14 stores (of which three will be opened at a later date), and closed two stores. We also opened two replacement stores where the replaced store was closed in the prior year, and two stores acquired in the prior year but opened this year. The Company currently has 66 new stores, 18 replacement stores, and 14 major remodels under construction. The Company also has 16 acquisition stores under agreement and 134 sites under agreement for future new builds.

Same-store sales is a common metric used in the convenience store industry.  We define same-store sales as the total sales increase (or decrease) for stores open during the full time of both periods being presented.  We exclude from the calculation any acquired stores and any stores that have been replaced with a new store, until such stores have been open during the full time of both periods being presented.  Stores that have undergone a major remodel, had adjustments in hours of operation, added pizza delivery, or had other revisions to their operating format remain in the calculation. 

The second quarter results reflected a 1.9% increase in same-store fuel gallons sold, with an average margin of 19.7 cents per gallon, compared to an 18.6 cent margin in the same quarter a year ago. The Company policy is to price to the competition, so the timing of retail price changes is driven by local competitive conditions. The Company sold 17.3 million renewable fuel credits for $14.5 million during the quarter, compared to 17.8 million renewable fuel credits in the second quarter of the prior year, which generated $15.9 million.

Same-store sales of grocery and other merchandise increased 2.5% and prepared food and fountain increased 2.1% during the second quarter. Operating expenses increased 9.4% in the quarter primarily due to operating 62 more stores compared to the same period a year ago, the continued rollout of our growth programs in additional stores (expanded hours at select locations, stores with pizza delivery, and major remodels), and wage rate increases.

Total revenue for the second quarter of fiscal 2018 increased by $233,690 ( 12.2% ) over the comparable period in fiscal 2017 . Retail fuel sales increased by $ 192,895 ( 17.3 %) as the average retail price per gallon increased 11.0% (amounting to a $122,021 increase), and the number of gallons sold increased by 30,476 ( 5.7% ). During this same period, retail sales of grocery and other merchandise increased by $27,352 ( 5.0% ), primarily due to a $16,024 increase from stores that were built or acquired after April 30, 2016, and an $6,881 increase from the expansion of our growth programs in our stores. Prepared food and fountain sales increased by $13,653 ( 5.5% ), due primarily to a $8,297 increase resulting from stores that were built or acquired after April 30, 2016, and $4,170 increase from the expansion of our growth programs in our stores.

The other revenue category primarily consists of lottery, car wash, and prepaid phone cards, which are presented net of applicable costs. These revenues decreased $210 ( 1.5% ) for the second quarter of fiscal 2018 .

Revenue less cost of goods sold (excluding depreciation and amortization) was 21.7% of revenue for the second quarter of fiscal 2018 , compared to 23.1% for the comparable period in the prior year. Fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) was 8.5% of fuel revenue during the second quarter of fiscal 2018 compared to 8.9% in the second quarter of the prior year. Revenue per gallon less cost of goods sold per gallon (exclusive of depreciation and amortization) was 19.7 cents in the second quarter of fiscal 2018 compared to 18.6 cents in the prior year. Grocery and other merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) was 32.0% of grocery and other merchandise revenue consistent with 32.0% in the prior year. Prepared food and fountain revenue less related cost of goods sold (exclusive of depreciation and amortization) was 61.3% of revenue compared to 62.9% in the prior year, primarily due to increases in both stales and input costs compared to the same quarter from last year.

Operating expenses increased $ 27,660 ( 9.4% ) in the second quarter of fiscal 2018 from the comparable period in the prior year, primarily due to a $9,964 increase from stores that were built or acquired after April 30, 2016, and a $5,733 increase due to the expansion of our growth programs in our stores. The store level operating expenses for open stores not impacted by the recent operating programs were up 3.7% for the quarter, compared to 4.9% for the same quarter in fiscal 2017. The increase was lower in the current year, driven by an increased focus on controlling hours worked and wage rate increases.

Depreciation and amortization expense increased 11.3% to $54,157 in the second quarter of fiscal 2018 from $48,675 for the comparable period in the prior year. The increase was due primarily to capital expenditures purchased during the previous twelve months.

The effective tax rate increased 80 basis points to 36.9% in the second quarter of fiscal 2018 compared to 36.1% in the second quarter of fiscal 2017 . The increase in the effective tax rate was primarily due to a decrease in favorable permanent differences.

Net income decreased by $8,262 ( 14.4% ) to $48,918 from $57,180 in the prior year. The decrease in net income was attributable to a combination of increases in operating expenses and depreciation, and higher tax rates, offset by increases in fuel margin and gallons sold.

Six Months Ended October 31, 2017 Compared to

Six Months Ended October 31, 2016

(Dollars and Amounts in Thousands)

Total revenue for the first six months of fiscal 2018 increased by $357,350 ( 9.2% ) over the comparable period in fiscal 2017 . Retail fuel sales increased by $266,836 ( 11.8% ) as the average retail price per gallon increased 5.9% (amounting to a $133,248 increase) while the number of gallons sold increased by 59,559 ( 5.6% ). During this same period, retail sales of grocery and other merchandise increased by $58,592 ( 5.3% ), primarily due to a $32,360 increase from stores that were built or acquired after April 30, 2016, and a $13,531 increase from the expansion of our growth programs. Prepared food and fountain sales also increased by $31,837 ( 6.5% ), due primarily to a $17,104 increase from stores that were built or acquired after April 30, 2016, and a $9,258 increase from the expansion of our growth programs.

The other revenue category primarily consists of lottery, car wash, and prepaid phone cards, which are presented net of applicable costs. These revenues increased $85 ( 0.3% ) through the second quarter of fiscal 2018 .

Revenue less cost of goods sold (excluding depreciation and amortization) was 22.2% for the first six months of fiscal 2018 , compared to 23.0% for the comparable period in the prior year. Fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) was 8.7% during the first six months of fiscal 2018 compared to 9.0% in the first six months of the prior year. Revenue per gallon less cost of goods sold per gallon (exclusive of depreciation and amortization) was higher (at 19.5 cents per gallon) in the first six months of fiscal 2018 with the comparable period in the prior year ( 19.1 cents per gallon). Grocery and other merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) increased slightly (to 31.9% ) from the comparable period in the prior year ( 31.8% ). Prepared food and fountain revenue less related cost of goods sold (exclusive of depreciation and amortization) was lower (at 61.9% ) than the comparable period in the prior year ( 62.9% ), primarily due to increases in both stales and input costs compared to the same period from last year.

Operating expenses increased $56,779 ( 9.7% ) in the first six months of fiscal 2018 from the comparable period in the prior year primarily due to a $19,822 increase from stores that were built or acquired after April 30, 2016, and a $11,491 increase from the expansion of our growth programs in our stores. The store level operating expenses for open stores not impacted by the recent operating programs were up approximately 3.7% for the first six months of fiscal 2018 , compared to 5.0% for the first six months of fiscal 2017 . The increase was lower in the current year, driven by an increased focus on controlling hours worked and wage rate increases.

Depreciation and amortization expense increased 12.7% to $106,526 in the first six months of fiscal 2018 from $94,530 for the comparable period in the prior year. The increase was due primarily to capital expenditures made during the previous twelve months.

The effective tax rate increased 290 basis points to 37.6% in the first six months of fiscal year 2018 compared to 34.7% in the comparable period of fiscal year 2017 . The change in the effective tax rate was driven by an increase to the Illinois corporate income tax rate enacted during the first quarter of fiscal year 2018 (130 basis points) and a decrease in excess tax benefits connected to share-based awards (90 basis points). Of the 130 basis points impact from the increase in the Illinois corporate income tax rate, approximately 110 basis points related to a one-time adjustment to the Company’s deferred tax assets and liabilities that was recorded in the first quarter of the current fiscal year.

Net income decreased by $18,896 ( 15.2% ) to $105,676 from $124,572 in the prior year. The decrease in net income was attributable to a combination of increases in operating expenses and depreciation, and higher tax rates, offset by increases in fuel margin and gallons sold.

Use of Non-GAAP Measures

We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization. Adjusted EBITDA further adjusts EBITDA by excluding the gain or loss on disposal of assets as well as impairment charges. Neither EBITDA nor Adjusted EBITDA are considered GAAP measures, and should not be considered as a substitute for net income, cash flows from operating activities or other income or cash flow statement data. These measures have limitations as analytical tools, and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP. We strongly encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

We believe EBITDA and Adjusted EBITDA are useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities, and they are regularly used by management for internal purposes including our capital budgeting process, evaluating acquisition targets, and assessing performance.

Because non-GAAP financial measures are not standardized, EBITDA and Adjusted EBITDA, as defined by us, may not be comparable to similarly titled measures reported by other companies. It therefore may not be possible to compare our use of these non-GAAP financial measures with those used by other companies.

The following table contains a reconciliation of net income to EBITDA and Adjusted EBITDA for the three and six months ended October 31, 2017 and 2016 :

 

For the three months ended October 31, 2017 , EBITDA and adjusted EBITDA were down 2.4% and 2.1% , respectively, when compared to the same period a year ago. The decrease is due to a combination of increases in operating expenses offset by increases in fuel margin and gallons sold. For the six months ended October 31, 2017 , EBITDA and adjusted EBITDA were down 1.9% and 1.6% , respectively, when compared to the same period a year ago. The decrease is due to a combination of increases in operating expenses offset by increases in fuel margin and gallons sold.

Critical Accounting Policies

Critical accounting policies are those accounting policies that management believes are important to the portrayal of the Company’s financial condition and results of operations. The Company's critical accounting policies are described in the Form 10-K for the year ended April 30, 2017 , and such discussion is incorporated herein by reference. There have been no changes to these policies in the six months ended October 31, 2017 .

Liquidity and Capital Resources (Dollars in Thousands)

Due to the nature of the Company’s business, 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 October 31, 2017 , the Company’s ratio of current assets to current liabilities was 1.23 to 1. The ratio at October 31, 2016 and April 30, 2017 was 1.1 to 1 and 0.79 to 1, respectively. Management believes that the Company’s current aggregate $100,000 bank line of credit, together with the current cash and cash equivalents and the future cash flow from operations will be sufficient to satisfy the working capital needs of our business.

Net cash provided by operations increased $1,479 ( 0.6% ) in the six months ended October 31, 2017 from the comparable period in the prior year. Cash used in investing in the six months ended October 31, 2017 increased $61,809 ( 29.8% ) over prior year, due to increases in new store construction and acquisition activity. Cash provided by financing increased $166,600 ( 239.4% ), primarily due to receipt of funds from financing through a senior note offering completed in the first quarter, offset by the repurchase of common stock.

Capital expenditures represent the single largest use of Company funds. Management believes that by acquiring, building, and reinvesting in stores, the Company will be better able to respond to competitive challenges and increase operating efficiencies. During the first six months of fiscal 2018 , the Company expended $271,578 primarily for property and equipment, resulting from the construction, remodeling, and acquisition of stores, compared to $209,198 for the comparable period in the prior year. The Company anticipates expending between $500,000 and $600,000 in fiscal 2018 for construction, acquisition and remodeling of stores, primarily from existing cash, funds generated by operations, and the recent issuance of senior notes.

As of October 31, 2017 , the Company had long-term debt (net of related debt issuance costs) of $1,299,626 , (net of current maturities of $15,434 ), consisting of $ 569,000 in principal amount of 5.22% Senior Notes, $ 150,000 in principal amount of 3.67% Senior Notes, Series A, $ 50,000 in principal amount of 3.75% Senior Notes Series B, $ 22,500 in principal amount of 5.72% Senior Notes, Series A and B, $50,000 in principal amount of 3.65% Senior Notes Series C, $50,000 in principal amount of 3.72% Senior Notes Series D, $150,000 in principal amount of 3.51% Senior Notes Series E, $250,000 in principal amount of 3.77% Senior Notes Series F, and $ 8,336 of capital lease obligations. The Company also has an aggregate $100,000 line of credit with $0 outstanding at October 31, 2017 .

To date, the Company has funded capital expenditures primarily from the proceeds of the sale of Common Stock, issuance of debt, existing cash, and funds generated from operations. Future capital needs required to finance operations, improvements and the anticipated growth in the number of stores are expected to be met from cash generated by operations, the bank line of credit, and additional long-term debt or other securities as circumstances may dictate, and are not expected to adversely affect liquidity.

Cautionary Statements (Dollars in Thousands)

This Form 10-Q, including 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 words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project” and similar expressions are used to identify forward-looking statements. 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 following factors described more completely in the Form 10-K for the fiscal year ended April 30, 2017 :

Competition . The Company’s business is highly competitive, and marked by ease of entry and constant change in terms of the numbers and type of retailers offering the products and services found in stores. Many of the food (including prepared foods) and non-food items similar or identical to those sold by the Company are generally available from a variety of competitors in the communities served by stores, and the Company competes with other convenience store chains, gasoline stations, supermarkets, drug stores, discount stores, club stores, mass merchants and “fast-food” outlets (with respect to the sale of prepared foods). Sales of such non-fuel items (particularly prepared food items) have contributed substantially to the Company’s gross profits from retail sales in recent years. Fuel sales are also intensely competitive. The Company competes with both independent and national brand gasoline stations in the sale of fuel, other convenience store chains and several non-traditional fuel retailers such as supermarkets in specific markets. Some of these other fuel retailers may have access to more favorable arrangements for fuel supply then do the Company or the firms that supply its stores. Some of the Company’s

competitors have greater financial, marketing and other resources than the Company, and, as a result, may be able to respond better to changes in the economy and new opportunities within the industry.

Fuel operations . Fuel sales are an important part of the Company’s sales and earnings, and retail fuel profit margins have a substantial impact on the Company’s net earnings. Profit margins on fuel sales can be adversely affected by factors beyond the control of the Company, including the supply of fuel available in the retail fuel market, uncertainty or volatility in the wholesale fuel market, increases in wholesale fuel costs generally during a period, and price competition from other fuel marketers. The market for crude oil and domestic wholesale petroleum products is marked by significant volatility, and is affected by general political conditions and instability in oil producing regions such as the Middle East and South America. The volatility of the wholesale fuel market makes it extremely difficult to predict the impact of future wholesale cost fluctuation on the Company’s operating results and financial conditions. These factors could materially impact the Company’s fuel gallon volume, fuel gross profit, and overall customer traffic levels at stores. Any substantial decrease in profit margins on fuel sales or in the number of gallons sold by stores could have a material adverse effect on the Company’s earnings.

Fuel is purchased from a variety of independent national and regional petroleum distributors at current daily prices at the rack in which the fuel is loaded onto tanker trucks. While annual purchase agreements exist with a few distributors, those agreements primarily specify purchasing volumes that must be maintained to be eligible for certain discounts. Although in recent years suppliers have not experienced difficulties in obtaining sufficient amounts of fuel to meet the Company’s needs, unanticipated national and international events, such as threatened or actual acts of war or terrorism, natural disasters, and instability in oil producing regions could result in a reduction of fuel supplies available for distribution. Any substantial curtailment in the availability of fuel could adversely affect the Company by reducing its fuel sales. Further, management believes that a significant amount of the Company’s business results from the patronage of customers primarily desiring to purchase fuel and, accordingly, reduced fuel supplies could adversely affect the sale of non-fuel items. Such factors could have a material adverse impact upon the Company’s earnings and operations.

Tobacco Products . Sales of tobacco products represent a significant portion of the Company’s grocery and other merchandise category. Significant increases in wholesale cigarette costs and tax increases on tobacco products, as well as national and local campaigns to further regulate and discourage smoking in the United States, have had, and are expected to continue having, an adverse effect on the demand for cigarettes sold in our stores. The Company attempts to pass price increases through to its customers, but competitive pressures in specific markets may prevent it from doing so. These factors could materially impact the retail price of cigarettes, the volume of cigarettes sold by stores and overall customer traffic, and have a material adverse impact on the Company’s earnings and profits.

Environmental Compliance Costs . 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. The Company currently has 4,544 USTs, of which 3,638 are fiberglass and 906 are steel. Management believes that its existing fuel 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. In the years ended April 30, 2017 and 2016 , the Company spent approximately $1,323 and $1,621 , respectively, for assessments and remediation. During the six months ended October 31, 2017 , the Company expended approximately $703 for such purposes. Substantially all of these expenditures have been submitted for reimbursement from state-sponsored trust fund programs and as of October 31, 2017 , approximately $21,527 has been received from such programs since their inception. Such amounts are typically subject to statutory provisions requiring repayment of the reimbursed funds for non-compliance with upgrade provisions or other applicable laws. No amounts are currently expected to be repaid. The Company has an accrued liability at October 31, 2017 of approximately $270 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.

Although the Company regularly accrues expenses for the estimated costs related to its future corrective action or remediation efforts, there can be no assurance that such accrued amounts will be sufficient to pay such costs, or that the Company has identified all environmental liabilities at all of its current store locations. In addition, there can be no assurance

that the Company will not incur substantial expenditures in the future for remediation of contamination or related claims that have not been discovered or asserted with respect to existing store locations or locations that the Company may acquire in the future, or that the Company will not be subject to any claims for reimbursement of funds disbursed to the Company under the various state programs or that additional regulations, or amendments to existing regulations, will not require additional expenditures beyond those presently anticipated.

Other Factors. Other factors and risks that may cause actual results to differ materially from those in the forward-looking statements include the risk that our cash balances and cash generated from operations and financing activities will not be sufficient for our future liquidity and capital resource needs, tax increases, potential liabilities and expenditures related to compliance with environmental and other laws and regulations, the seasonality of demand patterns, and weather conditions; the increased indebtedness that the Company has incurred to purchase shares of our common stock in our self-tender offer; and the other risks and uncertainties included from time to time in our filings with the SEC. We further caution you that other factors we have not identified may in the future prove to be important in affecting our business and results of operations. We ask you not to place undue reliance on any forward-looking statements because they speak only of our views as of the statement dates. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk .

The Company’s exposure to market risk for changes in interest rates relates primarily to our investment portfolio and long-term debt obligations. We place our investments with high-quality credit issuers and, by policy, limit the amount of credit exposure to any one issuer. Our first priority is to attempt to reduce the risk of principal loss. Consequently, we seek to preserve our invested funds by limiting default risk, market risk, and reinvestment risk. We attempt to mitigate default risk by investing in only high-quality credit securities that we believe to be low risk and by positioning our portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity. We believe an immediate 100-basis-point move in interest rates affecting our floating and fixed rate financial instruments as of October 31, 2017 would have no material effect on pretax earnings.

We do from time to time, participate in a forward buy of certain commodities, primarily cheese and coffee. These contracts are not accounted for as derivatives as they meet the normal purchases exclusion under derivative accounting.

Item 4 . Controls and Procedures .

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 240.13a-15(e)). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.