CASEYS GENERAL STORES INC (Form: 10-Q, Received: 12/09/2019 16:11:56)

P3Yfalse--04-30Q220200000726958182693600019344180000.290.290.320.320Includes excise taxes of: $289,109, $255,114, $563,726, and $513,083 0000726958 2019-05-01 2019-10-31 0000726958 2018-05-01 2018-10-31 0000726958 2019-11-25 0000726958 2019-10-31 0000726958 2019-04-30 0000726958 2019-08-01 2019-10-31 0000726958 2018-08-01 2018-10-31 0000726958 2018-05-01 0000726958 us-gaap:RetainedEarningsMember 2018-08-01 2018-10-31 0000726958 us-gaap:CommonStockMember 2018-05-01 2018-07-31 0000726958 us-gaap:CommonStockMember 2018-04-30 0000726958 us-gaap:RetainedEarningsMember 2018-05-01 2018-07-31 0000726958 us-gaap:CommonStockMember 2018-10-31 0000726958 us-gaap:RetainedEarningsMember 2018-10-31 0000726958 2018-05-01 2018-07-31 0000726958 2018-07-31 0000726958 2018-10-31 0000726958 us-gaap:RetainedEarningsMember 2018-04-30 0000726958 us-gaap:CommonStockMember 2018-07-31 0000726958 us-gaap:CommonStockMember 2018-08-01 2018-10-31 0000726958 us-gaap:RetainedEarningsMember 2018-05-01 0000726958 2018-04-30 0000726958 us-gaap:RetainedEarningsMember 2018-07-31 0000726958 2019-07-31 0000726958 2019-05-01 2019-07-31 0000726958 us-gaap:RetainedEarningsMember 2019-10-31 0000726958 us-gaap:RetainedEarningsMember 2019-05-01 2019-07-31 0000726958 us-gaap:CommonStockMember 2019-08-01 2019-10-31 0000726958 us-gaap:RetainedEarningsMember 2019-08-01 2019-10-31 0000726958 us-gaap:CommonStockMember 2019-04-30 0000726958 us-gaap:CommonStockMember 2019-05-01 2019-07-31 0000726958 us-gaap:CommonStockMember 2019-07-31 0000726958 us-gaap:RetainedEarningsMember 2019-07-31 0000726958 us-gaap:CommonStockMember 2019-10-31 0000726958 us-gaap:RetainedEarningsMember 2019-04-30 0000726958 us-gaap:RevolvingCreditFacilityMember casy:UnsecuredRevolvingCreditFacilityDueJanuary2024Member 2019-10-31 0000726958 casy:FivePointTwoTwoSeniorNotesDueAugust2020Member us-gaap:SeniorNotesMember 2019-10-31 0000726958 us-gaap:LineOfCreditMember casy:UnsecuredRevolvingLineofCreditMember 2019-10-31 0000726958 srt:MinimumMember us-gaap:RevolvingCreditFacilityMember casy:UnsecuredRevolvingCreditFacilityDueJanuary2024Member 2019-05-01 2019-10-31 0000726958 us-gaap:RevolvingCreditFacilityMember casy:UnsecuredRevolvingCreditFacilityDueJanuary2024Member us-gaap:BridgeLoanMember 2019-10-31 0000726958 us-gaap:RevolvingCreditFacilityMember casy:UnsecuredRevolvingCreditFacilityDueJanuary2024Member us-gaap:LetterOfCreditMember 2019-10-31 0000726958 srt:MaximumMember us-gaap:RevolvingCreditFacilityMember casy:UnsecuredRevolvingCreditFacilityDueJanuary2024Member 2019-05-01 2019-10-31 0000726958 us-gaap:RevolvingCreditFacilityMember casy:UnsecuredRevolvingCreditFacilityDueJanuary2024Member 2019-04-30 0000726958 us-gaap:LineOfCreditMember casy:UnsecuredRevolvingLineofCreditMember 2019-04-30 0000726958 us-gaap:EmployeeStockOptionMember 2019-10-31 0000726958 us-gaap:EmployeeStockOptionMember casy:StockIncentivePlanMember 2019-10-31 0000726958 us-gaap:RestrictedStockUnitsRSUMember 2019-10-31 0000726958 casy:StockIncentivePlanMember 2019-05-01 2019-10-31 0000726958 us-gaap:EmployeeStockOptionMember casy:StockIncentivePlanMember 2019-05-01 2019-10-31 0000726958 casy:StockIncentivePlanMember 2019-10-31 0000726958 casy:StockIncentivePlanMember 2018-05-01 2018-10-31 0000726958 us-gaap:RestrictedStockUnitsRSUMember casy:StockIncentivePlanMember 2019-10-31 0000726958 us-gaap:EmployeeStockOptionMember casy:StockIncentivePlanMember 2019-04-30 0000726958 us-gaap:RestrictedStockUnitsRSUMember casy:StockIncentivePlanMember 2019-04-30 0000726958 us-gaap:RestrictedStockUnitsRSUMember casy:StockIncentivePlanMember 2019-05-01 2019-10-31 xbrli:pure casy:people casy:state iso4217:USD xbrli:shares casy:segment casy:merchandise_category iso4217:USD xbrli:shares casy:store

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2019



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 SE 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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value per share	CASY	The NASDAQ Global Select Market

Securities Registered pursuant to Section 12(g) of the Act

NONE

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐
Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



Class		Outstanding at November 25, 2019
Common stock, no par value per share		36,791,648 shares

Table of Contents

CASEY’S GENERAL STORES, INC.

INDEX



			Page
PART I	FINANCIAL INFORMATION
	Item 1.	Condensed Consolidated Financial Statements
		Condensed consolidated balance sheets---October 31, 2019 and April 30, 2019 (unaudited)	4
		Condensed consolidated statements of income—three and six months ended October 31, 2019 and 2018 (unaudited)	5
		Condensed consolidated statement of shareholders' equity---three and six months ended October 31, 2019 and 2018 (unaudited)	6
		Condensed consolidated statements of cash flows— six months ended October 31, 2019 and 2018 (unaudited)	7
		Notes to unaudited condensed consolidated financial statements	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
	Item 3.	Quantitative and Qualitative Disclosure about Market Risk	20
	Item 4.	Controls and Procedures	20
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings	20
	Item 1A.	Risk Factors	20
	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	21
	Item 6.	Exhibits	22
SIGNATURE			23

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(DOLLARS IN THOUSANDS)



	October 31, 2019		April 30, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	43,976	$	63,296
Receivables	44,775		37,856
Inventories	271,443		273,040
Prepaid expenses	13,783		7,493
Income tax receivable	21,344		28,895
Total current assets	395,321		410,580
Other assets, net of amortization	66,016		41,154
Goodwill	157,648		157,223
Property and equipment, net of accumulated depreciation of $1,934,418 at October 31, 2019 and $1,826,936 at April 30, 2019	3,246,884		3,122,419
Total assets	$	3,865,869	$	3,731,376



LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Lines of credit	$	25,000	$	75,000
Current maturities of long-term debt	577,698		17,205
Accounts payable	327,114		335,240
Accrued expenses	154,249		163,487
Total current liabilities	1,084,061		590,932
Long-term debt and finance lease obligations, net of current maturities	715,060		1,283,275
Deferred income taxes	417,271		385,788
Deferred compensation	15,847		15,881
Insurance accruals, net of current portion	22,247		22,663
Other long-term liabilities	49,535		24,068
Total liabilities	2,304,021		2,322,607
Shareholders’ equity:
Preferred stock, no par value	—		—
Common stock, no par value	24,428		15,600
Retained earnings	1,537,420		1,393,169
Total shareholders’ equity	1,561,848		1,408,769
Total liabilities and shareholders' equity	$	3,865,869	$	3,731,376

See notes to unaudited condensed consolidated financial statements.

Table of Contents

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)



	Three Months Ended October 31,				Six Months Ended October 31,
	2019		2018		2019		2018
Total revenue (a)	$	2,487,586	$	2,538,005	$	5,114,215	$	5,126,437
Cost of goods sold (exclusive of depreciation and amortization, shown separately below) (a)	1,930,521		2,027,684		3,991,464		4,094,348
Operating expenses	373,383		344,186		753,224		703,578
Depreciation and amortization	62,888		61,356		122,696		120,196
Interest, net	12,683		14,191		26,404		28,597
Income before income taxes	108,111		90,588		220,427		179,718
Federal and state income taxes	26,130		23,973		52,631		42,879
Net income	$	81,981	$	66,615	$	167,796	$	136,839
Net income per common share
Basic	$	2.22	$	1.82	$	4.55	$	3.73
Diluted	$	2.21	$	1.80	$	4.52	$	3.70
Basic weighted average shares outstanding	36,916,937		36,698,528		36,891,324		36,683,450
Plus effect of stock compensation	219,248		318,943		218,189		314,181
Diluted weighted average shares outstanding	37,136,185		37,017,471		37,109,513		36,997,631

Dividends declared per share	$	0.32	$	0.29	$	0.64	$	0.58

(a) Includes excise taxes of:	$	289,109	$	255,114	$	563,726	$	513,083

See notes to unaudited condensed consolidated financial statements.

Table of Contents

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except per share and share amounts) (unaudited)



	Shares Outstanding	Common Stock		Retained Earnings			Shareholders' Equity
Balance at April 30, 2019	36,664,521	$	15,600	$	1,393,169		$	1,408,769
Net income	—	—		85,815			85,815
Dividends declared (32 cents per share)	—	—		(11,772		)	(11,772		)
Exercise of stock options	50,931	2,261		—			2,261
Stock based compensation	67,182	4,141		—			4,141
Balance at July 31, 2019	36,782,634	22,002		1,467,212			1,489,214
Net income	—	—		81,981			81,981
Dividends declared (32 cents per share)	—	—		(11,773		)	(11,773		)
Exercise of stock options	1,030	46		—			46
Stock based compensation	7,984	2,380		—			2,380
Balance at October 31, 2019	36,791,648	$	24,428	$	1,537,420		$	1,561,848



	Shares Outstanding		Common Stock		Retained Earnings			Shareholders' Equity
Balance at April 30, 2018	36,874,322		$	—	$	1,271,141		$	1,271,141
Implementation of ASU 2014-09	—		—		(4,140		)	(4,140		)
Net income	—		—		70,224			70,224
Dividends declared (29 cents per share)	—		—		(10,601		)	(10,601		)
Exercise of stock options	3,600		148		—			148
Repurchase of common stock	(352,592	)	—		(35,247		)	(35,247		)
Stock based compensation	67,895		7,174		—			7,174
Balance at July 31, 2018	36,593,225		7,322		1,291,377			1,298,699
Net income	—		—		66,615			66,615
Dividends declared (29 cents per share)	—		—		(10,615		)	(10,615		)
Exercise of stock options	7,692		231		—			231
Stock based compensation	3,089		2,149		—			2,149
Balance at October 31, 2018	36,604,006		$	9,702	$	1,347,377		$	1,357,079

See notes to unaudited condensed consolidated financial statements.

Table of Contents

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(DOLLARS IN THOUSANDS)



	Six months ended October 31,
	2019			2018
Cash flows from operating activities:
Net income	$	167,796		$	136,839
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	122,696			120,196
Stock-based compensation	9,922			9,323
Loss on disposal of assets and impairment charges	1,257			1,130
Deferred income taxes	31,483			34,214
Changes in assets and liabilities:
Receivables	(6,919		)	(1,830		)
Inventories	1,912			(16,923		)
Prepaid expenses	(6,290		)	(2,157		)
Accounts payable	(9,577		)	2,030
Accrued expenses	(8,706		)	(3,330		)
Income taxes	9,475			35,160
Other, net	(1,640		)	(10,363		)
Net cash provided by operating activities	311,409			304,289
Cash flows from investing activities:
Purchase of property and equipment	(242,173		)	(198,409		)
Payments for acquisition of businesses, net of cash acquired	(6,191		)	(2,590		)
Proceeds from sales of property and equipment	2,940			3,155
Net cash used in investing activities	(245,424		)	(197,844		)
Cash flows from financing activities:
Repayments of long-term debt	(8,682		)	(7,743		)
Net repayments of short-term debt	(50,000		)	(39,600		)
Proceeds from exercise of stock options	2,307			379
Payments of cash dividends	(22,405		)	(20,193		)
Repurchase of common stock	—			(37,479		)
Tax withholdings on employee share-based awards	(6,525		)	(3,601		)
Net cash used in financing activities	(85,305		)	(108,237		)



Net decrease in cash and cash equivalents	(19,320		)	(1,792		)
Cash and cash equivalents at beginning of the period	63,296			53,679
Cash and cash equivalents at end of the period	$	43,976		$	51,887

Table of Contents

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued)

(DOLLARS IN THOUSANDS)

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION



	Six months ended October 31,
	2019		2018
Cash paid (received) during the period for:
Interest, net of amount capitalized	$	26,997	$	24,256
Income taxes, net	10,000		(27,477		)

Noncash investing and financing activities:
Purchased property and equipment in accounts payable	17,067		3,589
Noncash additions from adoption of ASC 842	22,635		—

See notes to unaudited condensed consolidated financial statements.

Table of Contents

CASEY’S GENERAL STORES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(Dollars in Thousands, Except Share and Per Share Amounts)


1.	Presentation of Financial Statements

Casey’s General Stores, Inc. and its subsidiaries (hereinafter referred to as the "Company" or "Casey’s") operate 2,181 convenience stores in 16 Midwest states. The stores are located primarily in smaller communities, many with populations of less than 5,000.

The accompanying condensed consolidated financial statements include the accounts and transactions of Casey's General Stores, Inc. and its direct and indirect wholly-owned subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation.


2.	Basis of Presentation

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 (GAAP) have been condensed or omitted pursuant to such rules and regulations.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (including normal recurring accruals) necessary to present fairly the financial position as of October 31, 2019 and April 30, 2019, the results of operations for the three and six months ended October 31, 2019 and 2018, shareholders' equity for the three and six months ended October 31, 2019 and 2018, and cash flows for the six months ended October 31, 2019 and 2018. 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. Other than mentioned below, see the Form 10-K for the year ended April 30, 2019 for our consideration of new accounting pronouncements.

Certain amounts in prior year have been reclassified to conform to current year presentation.


3.	Revenue and Cost of Goods Sold

The Company recognizes retail sales of fuel, grocery and other merchandise, prepared food and fountain and other revenue at the time of the sale to the customer. Revenue from sales of pizza that include a redeemable box top coupon are deferred until redemption for the portion of the sale that represents the estimated future redemption of the box top coupon. Revenue related to the box top coupons is expected to be recognized less than one year from the original sale to the customer. As of October 31, 2019 and April 30, 2019, the Company recognized a contract liability of $8,329 and $6,931, respectively, related to the outstanding box top coupons, which is included in accrued expenses on the condensed consolidated balance sheets.

Gift card related revenue is recognized as the gift cards are used by the customer. Gift card breakage revenue is recognized based on the estimated gift card breakage rate over the pro rata usage of the card.

Renewable Identification Numbers (RINs) are treated as a reduction in cost of goods sold in the period the Company commits to a price and agrees to sell the RIN. Vendor rebates are treated as a reduction in cost of goods sold and are recognized pro rata over the period covered by the applicable rebate agreement. Vendor rebates in the form of billbacks

Table of Contents

are treated as a reduction in cost of goods sold and are recognized at the time the product is sold. Warehousing costs are recorded within operating expenses on the income statement. Sales taxes collected from customers and remitted to the government are recorded on a net basis in the condensed consolidated financial statements.


4.	Long-Term Debt and Finance Lease Obligations, Lines of Credit, and Fair Value Disclosure

The fair value of the Company’s long-term debt is estimated based on the current rates offered to the Company for debt of the same or similar issuances. The fair value of the Company’s long-term debt was approximately $1,327,000 and $1,272,000 at October 31, 2019 and April 30, 2019, respectively.

The Company has a credit agreement that provides for a $300 million unsecured revolving credit facility which includes a $30 million sublimit for letters of credit and a $30 million sublimit for swingline loans (the "Credit Facility"). The maturity date is January 11, 2024. Amounts borrowed under the Credit Facility bear interest at variable rates based upon, at the Company's option, either (a) LIBOR plus an applicable margin or (b) an alternate base rate. The Credit Facility also carries a facility fee between 0.2% and 0.4% per annum based on the Company's consolidated leverage ratio as defined in the credit agreement. The Company had $25,000 outstanding at October 31, 2019 and $75,000 outstanding at April 30, 2019 . The Company also has an unsecured revolving line of credit of $25,000 (the "Bank Line"), under which there was $0 outstanding at October 31, 2019 and April 30, 2019.

Within current maturities of long-term debt on the condensed consolidated balance sheets is a $569,000 5.22% Senior note that is due on August 9, 2020. The Company intends to refinance this note.


5.	Compensation Related Costs and Share Based Payments

The 2018 Stock Incentive Plan (the “2018 Plan”), was approved by the Board in June 2018 and approved by the Company's shareholders on September 5, 2018 ("the "2018 Plan Effective Date"). The 2018 Plan replaced the 2009 Stock Incentive Plan (the "2009 Plan") under which no new awards are allowed to be granted as of the 2018 Plan Effective Date. The 2009 Plan previously replaced and superseded the 2000 Stock Option Plan and the Non-Employees Directors’ Stock Option Plan (collectively with the 2009 Plan, the “Prior Plans”).

Awards under the 2018 Plan may take the form of stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based and equity-related awards. Each share issued pursuant to a stock option and each share with respect to which a stock-settled stock appreciation right is exercised (regardless of the number of shares actually delivered) is counted as one share against the maximum limit under the 2018 Plan, and each share issued pursuant to an award of restricted stock or restricted stock units is counted as two shares against the maximum limit. At October 31, 2019, there were 2,635,034 shares available for grant under the 2018 Plan.

We account for stock-based compensation by estimating the fair value of stock options using the Black Scholes model, and value restricted stock unit awards granted under the Plan using the market price of a share of our common stock on the date of grant. For market based awards we use the "Monte Carlo" approach to estimate the value of the awards, which simulates the prices of the Company’s and each member of the performance peer groups' common stock price at the end of the relevant performance period, taking into account volatility and the specifics surrounding each total shareholder return metric under the relevant plan. We recognize these amounts as an operating expense in our condensed consolidated statements of income ratably over the requisite service period using the straight-line method, as adjusted for certain retirement provisions, and updated estimates of performance based awards. All awards have been granted at no cost to the grantee and/or non-employee member of the Board. Additional information regarding the 2018 Plan is provided in the Company’s 2019 Definitive Proxy Statement.

At October 31, 2019, options for 57,866 shares (which expire in June 2021) were outstanding for the Prior Plans (no stock option awards have been granted under the 2018 Plan). Information concerning the issuance of stock options under the Prior Plans is presented in the following table:



	Number of option shares	Weighted average option exercise price
Outstanding at April 30, 2019	109,827	$	44.39
Granted	—	—
Exercised	51,961	44.39
Forfeited	—	—
Outstanding at October 31, 2019	57,866	$	44.39

At October 31, 2019, all 57,866 outstanding options were vested, and had an aggregate intrinsic value of $7,315 and a weighted average remaining contractual life of 1.67 years. The aggregate intrinsic value for the total of all options exercised during the six months ended October 31, 2019, was $5,643.

Table of Contents

Information concerning the unvested restricted stock units under the 2009 Plan and the 2018 Plan is presented in the following table:




Unvested at April 30, 2019	388,800
Granted	178,268
Vested	(108,484	)
Forfeited	(17,448	)
Unvested at October 31, 2019	441,136

Total compensation costs recorded for employees and non-employee board members for the six months ended October 31, 2019 and 2018, respectively, were $9,922 and $12,151, related entirely to restricted stock unit awards. As of October 31, 2019, there were no unrecognized compensation costs related to the Plan and Prior Plans for stock options and $18,981 of unrecognized compensation costs related to restricted stock units which are expected to be recognized through fiscal 2023. Certain awards in the 2017 through 2019 long term incentive compensation program grants have performance-based conditions based on the three-year average return on invested capital (ROIC) calculation.


6.	Commitments and Contingencies

From time to time we may be involved in legal or administrative proceedings or investigations arising from the conduct of our business operations, including, but not limited to, contractual disputes; employment, personnel, or accessibility 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 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 operations.

The Company is a lessee in situations where we lease property and equipment, most commonly land or building, from a lessor. The Company is a lessor in situations where the Company owns land or building and leases a portion or all of the property or equipment to a tenant. In both situations, leases are reported in accordance with ASC Topic 842-Leases. As a lessee, the Company recognizes a right-of-use asset representing its right to use the underlying asset for the lease term and a lease liability for the obligation to make lease payments. Both the right-of-use asset and lease liability are initially measured at the present value of the lease payments, with subsequent measurement dependent on the classification of the lease as either a finance or an operating lease. For leases with a term of twelve months or less, we have elected to not recognize lease assets and lease liabilities and will recognize lease expense on a straight-line basis over the lease term. The Company records the operating lease liability in 'Accrued expenses' and other long-term liabilities and records the finance lease liability within current maturities of long-term debt and long term debt and finance lease obligations on the condensed consolidated balance sheets. We have elected to adopt the package of practical expedients, as well as the land easement practical expedient.

As a lessor, the Company has direct financing leases and records the assets within property and equipment and recognizes the lease payments through other income. All lessor related activity is considered immaterial to the condensed consolidated financial statements.

The leases initially recorded under ASC 842 were recognized, at the time of adoption, at an amount equal to the present value of the lease payments using the incremental borrowing rate of debt based upon the remaining term of the lease. New leases are recognized at the present value of the lease payments using the implicit rate when it is readily determinable. In the case the implicit rate is not readily determinable, the Company uses the incremental borrowing rate of debt based on the term of the lease.

Several leases have variable payment components of the lease such as payments for property taxes and insurance. For these leases, the Company has not included those variable payments in the calculation of the lease liability as the payments are not in-substance fixed and do not depend on an index or rate. These variable payments will be expensed as incurred. The Company also has options to renew or extend the current lease arrangement on many of our leases. In

Table of Contents

these situations, if it was reasonably certain the lease would be extended, we have included those extensions within the remaining lease payments at the time of measurement.

Lease right-of-use assets outstanding as of October 31, 2019 consisted of the following (in thousands):



	Classification	October 31, 2019
Finance lease right-of-use assets	Property and equipment	14,937
Operating lease right-of-use assets	Other assets	$	20,582

Weighted average remaining lease terms, weighted average discount rates, and supplementary cash flow information for outstanding leases were as follows:



	October 31, 2019
Weighted-average remaining lease-term - finance lease	10.10 years
Weighted-average remaining lease-term - operating lease	22.20 years

Weighted-average discount rate - finance lease	5.29		%
Weighted-average discount rate - operating lease	4.21		%

Right-of-use assets obtained in exchange for new finance lease liabilities (in thousands)	$	831

Future minimum payments under the finance leases and operating leases with initial or remaining terms of one year or more consisted of the following at October 31, 2019 and April 30, 2019:



Years ended October 31,	Finance leases		Operating leases
2020	$	3,115	$	1,872
2021	3,119		1,821
2022	3,116		1,734
2023	3,118		1,669
2024	1,697		1,556
Thereafter	9,277		25,301
Total minimum lease payments	23,442		33,953
Less amount representing interest	6,142		13,106
Present value of net minimum lease payments	$	17,300	$	20,847



Years ended April 30,	Capital leases		Operating leases
2020	$	3,103	$	1,703
2021	3,109		1,547
2022	3,096		1,354
2023	3,098		1,228
2024	2,548		1,066
Thereafter	9,215		10,438
Total minimum lease payments	24,169		$	17,336
Less amount representing interest	7,689
Present value of net minimum lease payments	$	16,480

Table of Contents


7.	Unrecognized Tax Benefits

The total amount of gross unrecognized tax benefits was $7,287 at April 30, 2019. At October 31, 2019, gross unrecognized tax benefits were $9,355. If this unrecognized tax benefit were ultimately recognized, $7,412 is the amount that would impact our effective tax rate. The total amount of accrued interest and penalties for such unrecognized tax benefits was $361 at October 31, 2019, and $242 at April 30, 2019. Net interest and penalties included in income tax expense for the six months ended October 31, 2019 and 2018 , was a net expense of $119 and $77, respectively.

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. The IRS is currently examining tax years 2012, 2016, and 2017. The Company has no other ongoing federal or state income tax examinations. At this time, the Company's best estimate of the reasonably possible change in the amount of the gross unrecognized tax benefits is a decrease of $1,100 during the next twelve months mainly due to the expiration of certain statute of limitations.

The federal statute of limitations remains open for the tax years 2012 and forward. Tax years 2012 and forward are subject to audit by state tax authorities depending on open statute of limitations waivers and the tax code of each state.


8.	Segment Reporting

As of October 31, 2019, we operated 2,181 stores in 16 states. Our convenience stores offer a broad selection of merchandise, fuel and other products and services designed to appeal to the convenience needs of our customers. We manage the business on the basis of one operating segment. Our stores sell similar products and services, and use similar processes to sell those products and services directly to the general public. We make specific disclosures concerning the three broad merchandise categories of fuel, grocery and other merchandise, and prepared food and fountain because it allows us to more effectively discuss trends and operational programs within our business and industry. Although we can separate revenues and cost of goods sold within these categories (and further sub-categories), the operating expenses associated with operating a store that sells these products are not separable by these three categories.

Table of Contents



Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in Thousands).

Overview

Casey’s and its direct and indirect wholly-owned subsidiaries operate convenience stores under the names "Casey's" and “Casey’s General Store” (hereinafter referred to as the "Company", "Casey’s Store” or “Stores”) in 16 Midwestern states, primarily Iowa, Missouri and Illinois. The Company also operates two stores selling primarily tobacco products, one grocery store, and one liquor store. As of October 31, 2019, there were a total of 2,181 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 56% of our stores were opened in areas with populations of fewer than 5,000 persons, while approximately 19% 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 Store Support Center facility in Ankeny, Iowa, and the other is located in Terre Haute, Indiana. As of October 31, 2019, the Company owned the land at 2,155 locations and the buildings at 2,160 locations, and leased the land at 26 locations and the buildings at 21 locations.

The Company reported diluted earnings per common share of $2.21 for the second quarter of fiscal 2020. For the same quarter a year-ago, diluted earnings per common share was $1.80.

The following table represents the roll forward of store growth through the second quarter of fiscal 2020:



	Store Count
Stores at 4/30/19	2,146
New store construction	36
Acquisitions	5
Prior acquisitions opened	3
Closed	(9)
Stores at 10/31/19	2,181

The Company had 12 acquisition stores under agreement to purchase and a new store pipeline of 97 sites, including 31 under construction, as of October 31, 2019.

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 1.8% decrease in same-store fuel gallons sold, with an average fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) of 22.9 cents per gallon, compared to 20.0 cents per gallon in the same quarter a year ago. Historically, our retail fuel strategy has been to price to the competition, where the timing of retail price changes was driven by local competitive conditions. Over the course of the last year, the Company, as part of its evolving strategy around fuel price optimization, has been more proactive and balanced to grow profitability, which has in-part contributed to a higher fuel margin and lower same-store fuel gallons sold. In addition, softer demand in the Midwest adversely impacted same-store fuel gallons sold in the quarter. The Company sold 18.7 million renewable fuel credits for $3.8 million during the quarter, compared to 16.6 million renewable fuel credits in the second quarter of the prior year, which generated $3.4 million.

Same-store sales of grocery and other merchandise increased 3.2% and prepared food and fountain increased 1.9% during the second quarter. Operating expenses increased 8.5% in the quarter primarily due to operating 84 more stores compared to the same period a year ago.

Table of Contents

Three Months Ended October 31, 2019 Compared to

Three Months Ended October 31, 2018

(Dollars and Amounts in Thousands)



Three months ended 10/31/2019	Fuel			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	1,514,474		$	660,562		$	297,846		$	14,704		$	2,487,586
Revenue less cost of goods sold (excluding depreciation and amortization)	$	140,798		$	220,134		$	181,452		$	14,681		$	557,065
	9.3		%	33.3		%	60.9		%	99.8		%	22.4		%
Fuel gallons	614,071

Three months ended 10/31/2018	Fuel			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	1,621,868		$	618,250		$	283,062		$	14,825		$	2,538,005
Revenue less cost of goods sold (excluding depreciation and amortization)	$	118,656		$	200,193		$	176,675		$	14,797		$	510,321
	7.3		%	32.4		%	62.4		%	99.8		%	20.1		%
Fuel gallons	593,750

Total revenue for the second quarter of fiscal 2020 decreased by $50,419 (2.0%) over the comparable period in fiscal 2019. Retail fuel sales decreased by $107,394 (6.6%) as the average retail price per gallon decreased 9.7% (amounting to a $157,511 decrease), and the number of gallons sold increased by 20,321 (3.4%). During this same period, retail sales of grocery and other merchandise increased by $42,312 (6.8%), and prepared food and fountain sales increased by $14,784 (5.2%), both primarily due to operating 84 more stores than a year ago.

The other revenue category primarily consists of lottery, car wash, and prepaid phone cards, which are presented net of applicable costs. These revenues decreased $121 (0.8%) for the second quarter of fiscal 2020.

Revenue less cost of goods sold (excluding depreciation and amortization) was 22.4% of revenue for the second quarter of fiscal 2020, compared to 20.1% for the comparable period in the prior year. Fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) was 9.3% of fuel revenue during the second quarter of fiscal 2020 compared to 7.3% in the second quarter of the prior year. Revenue per gallon less cost of goods sold per gallon (exclusive of depreciation and amortization) was 22.9 cents in the second quarter of fiscal 2020 compared to 20.0 cents in the prior year. Grocery and other merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) increased to 33.3% of grocery and other merchandise revenue, compared to 32.4% in the prior year, partially due to a favorable shift in product mix to higher margin items. Prepared food and fountain revenue less related cost of goods sold (exclusive of depreciation and amortization) decreased to 60.9% of revenue, from a 62.4% rate in the prior year, primarily due to higher commodity costs.

Operating expenses increased $29,197 (8.5%) in the second quarter of fiscal 2020 from the comparable period in the prior year, primarily due to operating 84 more stores than a year ago. Same store operating expenses excluding credit card fees were up 3.4% for the quarter. Operating expenses for the quarter were positively impacted by advancements in store labor management and lower insurance costs.

Depreciation and amortization expense increased 2.5% to $62,888 in the second quarter of fiscal 2020 from $61,356 for the comparable period in the prior year. The increase was due primarily to capital expenditures during the previous twelve months.

The effective tax rate decreased to 24.2% in the second quarter of fiscal 2020 compared to 26.5% in the second quarter of fiscal 2019. The decrease in the effective tax rate was primarily due to a reduction in unfavorable permanent differences.

Net income increased by $15,366 (23.1%) to $81,981 from $66,615 in the prior year. The increase in net income was primarily due to continued strong growth in fuel gross profit dollars, operating 84 more stores than a year ago, and an ongoing focus on operating efficiencies.

Table of Contents

Six Months Ended October 31, 2019 Compared to

Six Months Ended October 31, 2018



Six months ended 10/31/2019	Fuel			Grocery & Other Merchandise			Prepared Food & Fountain			Other			Total
Revenue	$	3,142,042		$	1,348,480		$	593,723		$	29,970		$	5,114,215
Revenue less cost of goods sold (excluding depreciation and amortization)	$	291,787		$	435,587		$	365,464		$	29,913		$	1,122,751
	9.3		%	32.3		%	61.6		%	99.8		%	22.0		%
Fuel gallons	1,233,155

Six months ended 10/31/2018
Revenue	$	3,269,285		$	1,263,050		$	564,065		$	30,037		$	5,126,437
Revenue less cost of goods sold (excluding depreciation and amortization)	$	242,132		$	409,119		$	350,859		$	29,979		$	1,032,089
	7.4		%	32.4		%	62.2		%	99.8		%	20.1		%
Fuel gallons	1,195,545

Total revenue for the first six months of fiscal 2020 decreased by $12,222 (0.2%) over the comparable period in fiscal 2019. Retail fuel sales decreased by $127,243 (3.9%) as the average retail price per gallon decreased 6.8% (amounting to a $223,072 decrease), and the number of gallons sold increased by 37,610 (3.1%). During this same period, retail sales of grocery and other merchandise increased by $85,430 (6.8%), and prepared food and fountain sales increased by $29,658 (5.3%), both primarily due to operating 84 more stores than a year ago.

The other revenue category primarily consists of lottery, car wash, and prepaid phone cards, which are presented net of applicable costs. These revenues decreased $67 (0.2%) through the second quarter of fiscal 2020.

Revenue less cost of goods sold (excluding depreciation and amortization) was 22.0% of revenue for the first six months of fiscal 2020, compared to 20.1% for the comparable period in the prior year. Fuel revenue less related cost of goods sold (exclusive of depreciation and amortization) was 9.3% of fuel revenue for the first six months of fiscal 2020 compared to 7.4% for the first six months of the prior year. Revenue per gallon less cost of goods sold per gallon (exclusive of depreciation and amortization) was 23.7 cents for the first six months fiscal 2020 compared to 20.3 cents in the prior year. Grocery and other merchandise revenue less related cost of goods sold (exclusive of depreciation and amortization) was consistent compared to the prior year at 32.3% of grocery and other merchandise revenue, compared to 32.4% in the prior year. Prepared food and fountain revenue less related cost of goods sold (exclusive of depreciation and amortization) decreased to 61.6% of revenue, compared to 62.2% in the prior year, due to higher commodity costs.

Operating expenses increased $49,646 (7.1%) in the first six months of fiscal 2020 from the comparable period in the prior year, primarily due to operating 84 more stores than a year ago. Same store operating expenses excluding credit card fees were up 3.0% for the first six months of fiscal 2020. Operating expenses for the first six months were positively impacted by advancements in store labor management and lower insurance costs.

Depreciation and amortization expense increased 2.1% to $122,696 for the first six months of fiscal 2020 from $120,196 for the comparable period in the prior year. The increase was due primarily to capital expenditures during the previous twelve months. The expense for the first six months of fiscal 2020 was lower than expected, due to an approximately $5 millon adjustment related to the useful lives of underground storage tanks.

The effective tax rate was 23.9% for both the first six months of fiscal year 2020 and the same period of fiscal 2019.

Net income increased by $30,957 (22.6%) to $167,796 from $136,839 in the prior year. The increase in net income was primarily due to continued strong growth in fuel gross profit dollars, operating 84 more stores than a year ago, and an ongoing focus on operating efficiencies.

Table of Contents

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, 2019 and 2018:



	Three months ended			Six months ended
	October 31, 2019		October 31, 2018	October 31, 2019		October 31, 2018
Net income	$	81,981	66,615	$	167,796	136,839
Interest, net	12,683		14,191	26,404		28,597
Federal and state income taxes	26,130		23,973	52,631		42,879
Depreciation and amortization	62,888		61,356	122,696		120,196
EBITDA	$	183,682	166,135	$	369,527	328,511
Loss on disposal of assets and impairment charges	730		785	1,257		1,130
Adjusted EBITDA	$	184,412	166,920	$	370,784	329,641

For the three months ended October 31, 2019, EBITDA and Adjusted EBITDA increased 10.6% and 10.5%, respectively, when compared to the same period a year ago. For the six months ended October 31, 2019, EBITDA and Adjusted EBITDA increased 12.5% and 12.5%, respectively, when compared to the same period a year ago. The increases are primarily due to continued strong growth in fuel gross profit dollars, operating 84 more stores than a year ago, and an ongoing focus on operating efficiencies.

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, 2019, and such discussion is incorporated herein by reference. There have been no changes to these policies in the six months ended October 31, 2019.

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, 2019, the Company’s ratio of current assets to current liabilities was 0.36 to 1. The ratio at October 31, 2018 and April 30, 2019 was 0.81 to 1 and 0.69 to 1, respectively. The decrease in the ratio is primarily attributable to the reclassification of $569,000 5.22% Senior notes to current liabilities as they are due on August 9, 2020. Management intends to refinance the 5.22% Senior notes.

Table of Contents

Management believes that the Company’s current Bank Line of $25,000, its Credit Facility of $300,000, combined 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 $7,120 (2.3%) in the six months ended October 31, 2019 from the comparable period in the prior year. Cash used in investing in the six months ended October 31, 2019 increased $47,580 (24.0%) over prior year, in line with projected annual expenditures. Cash used in financing decreased $22,932 (21.2%), primarily due to reductions in share buyback activity.

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 2020, the Company expended $248,364, primarily for property and equipment, resulting from the construction, remodeling, and acquisition of stores, compared to $200,999 for the comparable period in the prior year. The Company anticipates spending $516 million in fiscal 2020, primarily for construction, acquisition and remodeling of stores, sourced primarily from existing cash, funds generated by operations, and the prior year issuance of senior notes.

As of October 31, 2019, the Company had long-term debt of $715,060, (net of current maturities and debt issuance costs of $577,698), $150,000 in principal amount of 3.67% Senior Notes, Series A, $50,000 in principal amount of 3.75% Senior Notes Series 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 $15,060 of finance lease obligations. The Company also has a $25,000 bank line of credit with $0 outstanding at October 31, 2019, and a $300,000 credit facility with $25,000 outstanding at October 31, 2019. Current maturities of long-term debt is primarily comprised of $569,000 in principal amount of 5.22% Senior notes due on August 9, 2020 and $7,500 in principal amount of 5.72% Senior notes due on March 30, 2020.

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 and the Credit Facility, 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, 2019:

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.

Table of Contents

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 and the fuel is loaded onto both Casey's fuel trucks and 3rd party fuel trucks. Purchase agreements exist for a portion of our fuel which includes varying pricing structures and volume commitments. 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 and Nicotine Products. Sales of tobacco and nicotine products, including vapor products and e-cigarettes, represent a significant portion of the Company’s grocery and other merchandise category. Significant increases in wholesale cigarette costs and tax increases on tobacco and nicotine products, as well as national and local campaigns to further regulate and discourage smoking and the use of other tobacco and nicotine products in the United States, have had, and are expected to continue having, an adverse effect on the demand for cigarettes and other tobacco and nicotine products sold in our stores. Also, increasing regulations related to, and restricting the sale of, vapor products and e-cigarettes, may offset some of the recent gains we have experienced from selling these types of products. 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 product mix of tobacco and nicotine products, the retail price and margins of cigarettes and other tobacco and nicotine products, the volume of cigarettes and other tobacco and nicotine products sold by stores and overall customer traffic, any of which may have a material adverse impact on the grocery and other merchandise category and 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 4,953 USTs, of which 4,076 are fiberglass and 877 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, 2019 and 2018, the Company spent approximately $774 and $1,255, respectively, for assessments and remediation. During the six months ended October 31, 2019, the Company expended approximately $359 for such purposes. Substantially all of these expenditures have been submitted for reimbursement from state-sponsored trust fund programs and as of October 31, 2019, approximately $23,417 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, 2019 of approximately $376 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

Table of Contents

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; 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, 2019 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.

Evaluation of Disclosure 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 Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’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.

Changes in Internal Controls Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the quarter ended October 31, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The information required by this Item is set forth in Note 6 to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q and is incorporated herein by this reference.

Item 1A. Risk Factors

There have been no material changes in our “risk factors” from those previously disclosed in our 2019 Annual Report on Form 10-K.

Table of Contents

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information with respect to the Company's repurchases of common stock during the quarter ended October 31, 2019:



Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
Second Quarter:
August 1 - August 31, 2019	—	$	—	—	$	300,000,000
September 1-September 30, 2019	—	—		—	300,000,000
October 1- October 31, 2019	—	—		—	300,000,000
Total	—	$	—	—	$	300,000,000

On March 7, 2018, the Company announced a share repurchase program, wherein the Company is authorized to repurchase up to an aggregate of $300 million of the Company’s outstanding common stock. The authorization is valid for two years. The timing and number of repurchase transactions under the program depends on a variety of factors including, but not limited to, market conditions, corporate considerations, business opportunities, debt agreements, and regulatory requirements. The program can be suspended or discontinued at any time. No stock was repurchased in the quarter related to the authorization.

Table of Contents

Item 6. Exhibits.



Exhibit No.	Description
3.1	Second Restatement of the Restated and Amended Articles of Incorporation, as amended September 5, 2018, June 28, 2019 and September 4, 2019 (incorporated by reference to Exhibit 3.1 to Form 10-Q filed September 9, 2019)
3.2a	Fourth Amended and Restated Bylaws, as amended September 5, 2018, June 28, 2019 and September 5, 2019 (incorporated by reference to Exhibit 3.2a to Form 10-Q filed September 9, 2019)
10.49*	Separation Agreement and General Release of Claims, dated September 11, 2019, between the Company and Cindi W. Summers
10.50	Caseys' General Stores, Inc. Officer Severance Plan (incorporated by reference to Exhibit 10.1 to Form 8-K filed September 9, 2019)
31.1*	Certification of Darren M. Rebelez under Section 302 of the Sarbanes Oxley Act of 2002
31.2*	Certification of William J. Walljasper under Section 302 of the Sarbanes Oxley Act of 2002
32.1*	Certification of Darren M. Rebelez under Section 906 of Sarbanes-Oxley Act of 2002
32.2*	Certification of William J. Walljasper under Section 906 of Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101. DEF	XBRL Taxonomy Extension Definition Linkbase Document

* Filed herewith

Table of Contents

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: December 9, 2019	By:	/s/ William J. Walljasper
		William J. Walljasper
	Its:	Senior Vice President and Chief Financial Officer
		(Authorized Officer and Principal Financial and Accounting Officer)




Dated: December 9, 2019		/s/ Darren M. Rebelez
		Darren M. Rebelez
		President and Chief Executive Officer




Dated: December 9, 2019		/s/ Darren M. Rebelez
		Darren M. Rebelez
		President and Chief Executive Officer


(iii)	Tort-based or equitable claims, including but not limited to wrongful discharge, fraud, intentional/negligent misrepresentation, concealment, defamation, breach of fiduciary duty, infliction of emotional distress, interference with contract or economic advantage, unfair/unlawful business practices, invasion of privacy, conversion or declaratory relief; and


(iv)	Claims for attorneys’ fees or costs arising or related to those matters released herein.


(i)	Except with regard to the Payment, Employee possesses no outstanding claims for any compensation or benefits, whether by contract or law; and


(ii)	The Payment provided by Casey’s in this Agreement is adequate and satisfactory in exchange for the General Release provided by Employee and the other promises and representations Employee makes to Casey’s in this Agreement; and


(iii)	All, if any, known workplace injuries or occupational diseases were timely reported to Casey’s, and currently Employee has no known workplace injuries or occupational diseases that have not been reported. Employee has no pending workers’ compensation claims. This Agreement is not related in any way to any claim for workers’ compensation benefits, and Employee has no basis for such a claim.


(i)	This Agreement and the General Release is not intended to waive Employee’s entitlement to vested benefits under any 401(k) plan or other ERISA-governed benefit plan provided by Casey’s, or to entitlement to the payment of final wages and accrued but unused vacation, which will be paid in accordance with Casey’s policies and applicable law.


(ii)	This Agreement and the General Release do not apply to or include any claims that cannot be released or waived by law or private agreement (including, but not limited to, workers’ compensation claims, if available), actions to enforce this Agreement or to acts or practices which occur after the date Employee executes this Agreement.


(iv)	Nothing in this Agreement and General Release is intended to or shall limit or restrict Employee’s right to engage in protected activity, including but not limited to participating in concerted activity under the National Labor Relations Act.



EMPLOYEE: /s/ Cindi W. Summers By: Cindi W. Summers Date: September 11, 2019	CASEY’S GENERAL STORES, INC.: /s/ Darren M. Rebelez By: Darren M. Rebelez Title: President and Chief Executive Officer Date: August 26, 2019


(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.