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☒
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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☐
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Iowa
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42-0935283
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, no par value per share
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CASY
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The NASDAQ Global Select Market
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Class
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Outstanding at June 9, 2020
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Common Stock, no par value per share
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|
36,849,324 shares
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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ITEM 16.
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ITEM 1.
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BUSINESS
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|
Year ended April 30,
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||||||||||
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2020
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|
2019
|
|
2018
|
||||||
Number of gallons sold
|
2,293,609
|
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|
2,296,030
|
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|
2,198,600
|
|
|||
Total retail fuel sales
|
$
|
5,517,412
|
|
|
$
|
5,848,770
|
|
|
$
|
5,145,988
|
|
Percentage of total revenue
|
60.1
|
%
|
|
62.5
|
%
|
|
61.3
|
%
|
|||
Percentage of revenue less cost of goods sold (excluding depreciation and amortization and credit card fees)
|
11.1
|
%
|
|
8.0
|
%
|
|
7.9
|
%
|
|||
Average retail price per gallon
|
$
|
2.41
|
|
|
$
|
2.55
|
|
|
$
|
2.34
|
|
Average revenue less cost of goods sold per gallon (excluding depreciation and amortization and credit card fees)
|
|
26.81
|
¢
|
|
|
20.30
|
¢
|
|
|
18.50
|
¢
|
Average number of gallons sold per store*
|
1,055
|
|
|
1,097
|
|
|
1,087
|
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*
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Includes only those stores in operation at least one full year on April 30 of the fiscal year indicated.
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ITEM 1A.
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RISK FACTORS
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
|
ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
|
ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Calendar 2018
|
High
|
|
Low
|
|
Calendar 2019
|
|
High
|
|
Low
|
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Calendar 2020
|
|
High
|
|
Low
|
||||||||||||
Q1
|
$
|
128.51
|
|
|
$
|
105.45
|
|
|
Q1
|
|
$
|
138.45
|
|
|
$
|
122.86
|
|
|
Q1
|
|
$
|
181.99
|
|
|
$
|
114.01
|
|
Q2
|
$
|
110.83
|
|
|
$
|
90.42
|
|
|
Q2
|
|
$
|
156.82
|
|
|
$
|
127.75
|
|
|
|
|
|
|
|
||||
Q3
|
$
|
130.74
|
|
|
$
|
102.47
|
|
|
Q3
|
|
$
|
173.31
|
|
|
$
|
154.58
|
|
|
|
|
|
|
|
||||
Q4
|
$
|
137.08
|
|
|
$
|
116.23
|
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|
Q4
|
|
$
|
179.21
|
|
|
$
|
152.05
|
|
|
|
|
|
|
|
Calendar 2018
|
Cash
dividend
declared
|
|
Calendar 2019
|
|
Cash
dividend
declared
|
|
Calendar 2020
|
|
Cash
dividend
declared
|
||||||
Q1
|
$
|
0.260
|
|
|
Q1
|
|
$
|
0.290
|
|
|
Q1
|
|
$
|
0.320
|
|
Q2
|
0.290
|
|
|
Q2
|
|
0.320
|
|
|
Q2
|
|
0.320
|
|
|||
Q3
|
0.290
|
|
|
Q3
|
|
0.320
|
|
|
|
|
|
||||
Q4
|
0.290
|
|
|
Q4
|
|
0.320
|
|
|
|
|
|
||||
|
1.130
|
|
|
|
|
1.250
|
|
|
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Period
|
Total Number of Shares Purchased
|
|
Average Price Paid Per Share
|
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Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
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Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
|
||||||
Fourth Quarter:
|
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|
||||||
February 1-29, 2020
|
—
|
|
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$
|
—
|
|
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—
|
|
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$
|
300,000,000
|
|
March 1-31, 2020
|
—
|
|
|
—
|
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—
|
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|
300,000,000
|
|
||
April 1-30, 2020
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
300,000,000
|
|
|
Total
|
—
|
|
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$
|
—
|
|
|
—
|
|
|
$
|
300,000,000
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|
(1)
|
On March 6, 2017, the Company announced a share repurchase program, wherein the Company was authorized to repurchase up to an aggregate of $300 million of the Company's outstanding common stock. The share repurchase authorization was valid for a period of two years. The repurchase was completed in May 2018. In March 2018, the Company announced a second share repurchase program with an aggregate $300 million repurchase authorization, also valid for two years. On March 6, 2020, the authorization was extended through the end of the Company’s 2022 fiscal year. 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 fourth quarter or fiscal year related to that authorization.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Years ended April 30,
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
Total revenue
|
$
|
9,175,296
|
|
|
$
|
9,352,910
|
|
|
$
|
8,391,124
|
|
|
$
|
7,506,587
|
|
|
$
|
7,122,086
|
|
Cost of goods sold (exclusive of depreciation and amortization, shown separately below)
|
7,030,612
|
|
|
7,398,186
|
|
|
6,621,731
|
|
|
5,825,426
|
|
|
5,508,465
|
|
|||||
Operating expenses
|
1,498,043
|
|
|
1,391,279
|
|
|
1,283,046
|
|
|
1,172,328
|
|
|
1,053,805
|
|
|||||
Depreciation and amortization
|
251,174
|
|
|
244,387
|
|
|
220,970
|
|
|
197,629
|
|
|
170,937
|
|
|||||
Interest, net
|
53,419
|
|
|
55,656
|
|
|
50,940
|
|
|
41,536
|
|
|
40,173
|
|
|||||
Income before income taxes
|
342,048
|
|
|
263,402
|
|
|
214,437
|
|
|
269,668
|
|
|
348,706
|
|
|||||
Federal and state income taxes
|
78,202
|
|
|
59,516
|
|
|
(103,466
|
)
|
|
92,183
|
|
|
122,724
|
|
|||||
Net income
|
$
|
263,846
|
|
|
$
|
203,886
|
|
|
$
|
317,903
|
|
|
$
|
177,485
|
|
|
$
|
225,982
|
|
Basic earnings per common share
|
$
|
7.14
|
|
|
$
|
5.55
|
|
|
$
|
8.41
|
|
|
$
|
4.54
|
|
|
$
|
5.79
|
|
Diluted earnings per common share
|
$
|
7.10
|
|
|
$
|
5.51
|
|
|
$
|
8.34
|
|
|
$
|
4.48
|
|
|
$
|
5.73
|
|
Weighted average number of common shares outstanding—basic
|
36,956
|
|
|
36,710
|
|
|
37,778
|
|
|
39,125
|
|
|
39,016
|
|
|||||
Weighted average number of common shares outstanding—diluted
|
37,186
|
|
|
36,975
|
|
|
38,132
|
|
|
39,579
|
|
|
39,422
|
|
|||||
Dividends declared per common share
|
$
|
1.28
|
|
|
$
|
1.16
|
|
|
$
|
1.04
|
|
|
$
|
0.96
|
|
|
$
|
0.88
|
|
|
As of April 30,
|
||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
Current assets
|
387,250
|
|
|
$
|
410,580
|
|
|
$
|
396,840
|
|
|
$
|
350,685
|
|
|
$
|
325,885
|
|
|
Total assets
|
$
|
3,943,892
|
|
|
3,731,376
|
|
|
3,469,927
|
|
|
3,020,102
|
|
|
2,726,148
|
|
||||
Current liabilities
|
1,063,428
|
|
|
590,932
|
|
|
507,850
|
|
|
446,546
|
|
|
387,571
|
|
|||||
Long-term debt, net of current maturities
|
714,502
|
|
|
1,283,275
|
|
|
1,291,725
|
|
|
907,356
|
|
|
822,869
|
|
|||||
Shareholders’ equity
|
1,643,205
|
|
|
1,408,769
|
|
|
1,271,141
|
|
|
1,190,620
|
|
|
1,083,463
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars and gallons in thousands, except per share amounts)
|
|
Store Count
|
Stores at April 30, 2019
|
2,146
|
New store construction
|
60
|
Acquisitions
|
18
|
Acquisitions not opened
|
(7)
|
Prior acquisitions opened
|
3
|
Closed
|
(13)
|
Stores at April 30, 2020
|
2,207
|
•
|
provided additional compensation and operational bonuses for key field and support team members;
|
•
|
provided additional paid leave for impacted team members;
|
•
|
provided personal protective equipment for team members;
|
•
|
installed Plexiglas shields at our cash registers;
|
•
|
enhanced cleaning and hygiene practices;
|
•
|
implemented health checks in all our distribution centers;
|
•
|
designated exclusive shopping times for higher risk guests;
|
•
|
established 6-foot markings in our stores to encourage social distancing; and
|
•
|
implemented contact-less delivery.
|
•
|
provided free meals for all store and distribution center team members;
|
Same-Store Sales
|
1st Half
|
2nd Half
|
4th quarter total
|
|||
Fuel Gallons
|
2.9
|
%
|
(32.2
|
)%
|
(14.7
|
)%
|
Grocery & Other Merchandise
|
4.9
|
%
|
(9.3
|
)%
|
(2.0
|
)%
|
Prepared Food & Fountain
|
5.5
|
%
|
(30.2
|
)%
|
(13.5
|
)%
|
|
Years ended April 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Total revenue by category
|
|
|
|
|
|
||||||
Fuel
|
$
|
5,517,412
|
|
|
$
|
5,848,770
|
|
|
$
|
5,145,988
|
|
Grocery and other merchandise
|
2,498,966
|
|
|
2,369,521
|
|
|
2,184,147
|
|
|||
Prepared food and fountain
|
1,097,207
|
|
|
1,074,294
|
|
|
1,005,621
|
|
|||
Other
|
61,711
|
|
|
60,325
|
|
|
55,368
|
|
|||
|
$
|
9,175,296
|
|
|
$
|
9,352,910
|
|
|
$
|
8,391,124
|
|
Revenue less cost of goods sold (excluding depreciation and amortization) by category
|
|
|
|
|
|
||||||
Fuel
|
$
|
614,847
|
|
|
$
|
466,107
|
|
|
$
|
406,811
|
|
Grocery and other merchandise
|
800,140
|
|
|
759,817
|
|
|
693,576
|
|
|||
Prepared food and fountain
|
668,092
|
|
|
668,598
|
|
|
613,736
|
|
|||
Other
|
61,605
|
|
|
60,202
|
|
|
55,270
|
|
|||
|
$
|
2,144,684
|
|
|
$
|
1,954,724
|
|
|
$
|
1,769,393
|
|
|
Years ended April 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Average retail sales
|
$
|
4,203
|
|
|
$
|
4,449
|
|
|
$
|
4,150
|
|
Average retail inside sales (3)
|
1,659
|
|
|
1,649
|
|
|
1,602
|
|
|||
Average revenue less cost of goods sold (excluding depreciation and amortization) on inside items
|
674
|
|
|
679
|
|
|
643
|
|
|||
Average retail sales of fuel
|
2,544
|
|
|
2,800
|
|
|
2,548
|
|
|||
Average revenue less cost of goods sold (excluding depreciation and amortization) on fuel
|
280
|
|
|
223
|
|
|
202
|
|
|||
Average operating income (2)
|
317
|
|
|
281
|
|
|
246
|
|
|||
Average number of gallons sold
|
1,055
|
|
|
1,097
|
|
|
1,087
|
|
(1)
|
Individual store comparisons include only those stores that had been in operation for at least one full year and remained open on April 30 of the fiscal year indicated.
|
(2)
|
Average operating income represents retail sales less cost of goods sold and operating expenses attributable to a particular store; it excludes federal and state income taxes, and Company operating expenses not attributable to a particular store.
|
(3)
|
Inside sales is comprised of sales related to the grocery and other merchandise and prepared food and fountain categories
|
|
Years ended April 30,
|
|||||||
|
2020
|
|
2019
|
|
2018
|
|||
Fuel gallons (2)
|
(5.1
|
)%
|
|
(1.7
|
)%
|
|
2.3
|
%
|
Grocery and other merchandise (3)
|
1.9
|
%
|
|
3.6
|
%
|
|
1.9
|
%
|
Prepared food and fountain (3)
|
(1.5
|
)%
|
|
1.9
|
%
|
|
1.7
|
%
|
(1)
|
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 the periods being presented. When comparing quarterly data the store must be open for each entire quarter. When comparing annual data, the store must be open for each entire fiscal year being compared. Remodeled stores that remained open or were closed for just a very brief period of time (less than a week) during the period being compared remain in the same store sales comparison. If a store is replaced, either at the same location (razed and rebuilt) or relocated to a new location, it is removed from the comparison until the new store has been open for each entire period being compared. Newly constructed and acquired stores do not enter the calculation until they are open for each entire period being compared as well.
|
(2)
|
The decline in fuel gallons in fiscal 2020 as compared to fiscal 2019 was primarily due to shelter in place restrictions diminishing overall demand during the last two months of the fiscal year, as well as transitioning to a more balanced pricing approach that focuses on both gallon movement and margins.
|
(3)
|
The decline in same store sales growth for grocery and other merchandise and prepared food and fountain for 2020 as compared to 2019 was primarily due to slowing guest traffic related to the COVID-19 pandemic over the last two months of the fiscal year.
|
|
Three months ended
|
|
Years ended
|
||||||||||||
|
April 30, 2020
|
|
April 30, 2019
|
|
April 30, 2020
|
|
April 30, 2019
|
||||||||
Net income
|
62,091
|
|
|
$
|
25,212
|
|
|
$
|
263,846
|
|
|
$
|
203,886
|
|
|
Interest, net
|
13,806
|
|
|
13,749
|
|
|
53,419
|
|
|
55,656
|
|
||||
Depreciation and amortization
|
65,193
|
|
|
62,867
|
|
|
251,174
|
|
|
244,387
|
|
||||
Federal and state income taxes
|
16,491
|
|
|
4,377
|
|
|
78,202
|
|
|
59,516
|
|
||||
EBITDA
|
$
|
157,581
|
|
|
$
|
106,205
|
|
|
$
|
646,641
|
|
|
$
|
563,445
|
|
Loss on disposal of assets and impairment charges
|
1,380
|
|
|
225
|
|
|
3,495
|
|
|
1,384
|
|
||||
Adjusted EBITDA
|
$
|
158,961
|
|
|
$
|
106,430
|
|
|
$
|
650,136
|
|
|
$
|
564,829
|
|
Contractual obligations
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
Senior notes
|
$
|
1,451,662
|
|
|
$
|
602,899
|
|
|
$
|
70,963
|
|
|
$
|
111,103
|
|
|
$
|
666,697
|
|
Finance lease obligations
|
23,840
|
|
|
3,118
|
|
|
6,226
|
|
|
3,732
|
|
|
10,764
|
|
|||||
Operating lease obligations
|
34,064
|
|
|
1,829
|
|
|
3,531
|
|
|
3,369
|
|
|
25,335
|
|
|||||
Unrecognized tax benefits
|
8,907
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred compensation
|
15,079
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1,518,488
|
|
|
$
|
607,846
|
|
|
$
|
80,720
|
|
|
$
|
118,204
|
|
|
$
|
702,796
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
April 30,
|
||||||
|
2020
|
|
2019
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
78,275
|
|
|
$
|
63,296
|
|
Receivables
|
48,500
|
|
|
37,856
|
|
||
Inventories
|
236,007
|
|
|
273,040
|
|
||
Prepaid expenses
|
9,801
|
|
|
7,493
|
|
||
Income taxes receivable
|
14,667
|
|
|
28,895
|
|
||
Total current assets
|
387,250
|
|
|
410,580
|
|
||
Property and equipment, at cost
|
|
|
|
||||
Land
|
872,151
|
|
|
792,601
|
|
||
Buildings and leasehold improvements
|
1,969,585
|
|
|
1,770,695
|
|
||
Machinery and equipment
|
2,369,361
|
|
|
2,236,123
|
|
||
Finance lease right-of-use assets
|
24,780
|
|
|
25,323
|
|
||
Construction in process
|
125,632
|
|
|
124,613
|
|
||
|
5,361,509
|
|
|
4,949,355
|
|
||
Less accumulated depreciation and amortization
|
2,037,708
|
|
|
1,826,936
|
|
||
Net property and equipment
|
3,323,801
|
|
|
3,122,419
|
|
||
Other assets, net of amortization
|
71,766
|
|
|
41,154
|
|
||
Goodwill
|
161,075
|
|
|
157,223
|
|
||
Total assets
|
$
|
3,943,892
|
|
|
$
|
3,731,376
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Lines of credit
|
$
|
120,000
|
|
|
$
|
75,000
|
|
Current maturities of long-term debt
|
570,280
|
|
|
17,205
|
|
||
Accounts payable
|
184,800
|
|
|
335,240
|
|
||
Accrued expenses
|
|
|
|
||||
Wages and related taxes
|
34,039
|
|
|
39,950
|
|
||
Property taxes
|
36,348
|
|
|
32,931
|
|
||
Insurance accruals
|
22,097
|
|
|
21,671
|
|
||
Other
|
95,864
|
|
|
68,935
|
|
||
Total current liabilities
|
1,063,428
|
|
|
590,932
|
|
||
Long-term debt and finance lease obligations, net of current maturities
|
714,502
|
|
|
1,283,275
|
|
||
Deferred income taxes
|
435,598
|
|
|
385,788
|
|
||
Deferred compensation
|
13,604
|
|
|
15,881
|
|
||
Insurance accruals, net of current portion
|
22,862
|
|
|
22,663
|
|
||
Other long-term liabilities
|
50,693
|
|
|
24,068
|
|
||
Total liabilities
|
2,300,687
|
|
|
2,322,607
|
|
||
Commitments and contingencies
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
||||
Preferred stock, no par value, none issued
|
—
|
|
|
—
|
|
||
Common stock, no par value, 36,806,325 and 36,664,521 shares issued and outstanding at April 30, 2020 and 2019, respectively
|
33,286
|
|
|
15,600
|
|
||
Retained earnings
|
1,609,919
|
|
|
1,393,169
|
|
||
Total shareholders’ equity
|
1,643,205
|
|
|
1,408,769
|
|
||
Total liabilities and shareholders’ equity
|
$
|
3,943,892
|
|
|
$
|
3,731,376
|
|
|
Years ended April 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Total revenue
|
$
|
9,175,296
|
|
|
$
|
9,352,910
|
|
|
$
|
8,391,124
|
|
Cost of goods sold (exclusive of depreciation and amortization, shown separately below) (a)
|
7,030,612
|
|
|
7,398,186
|
|
|
6,621,731
|
|
|||
Operating expenses
|
1,498,043
|
|
|
1,391,279
|
|
|
1,283,046
|
|
|||
Depreciation and amortization
|
251,174
|
|
|
244,387
|
|
|
220,970
|
|
|||
Interest, net
|
53,419
|
|
|
55,656
|
|
|
50,940
|
|
|||
Income before income taxes
|
342,048
|
|
|
263,402
|
|
|
214,437
|
|
|||
Federal and state income taxes
|
78,202
|
|
|
59,516
|
|
|
(103,466
|
)
|
|||
Net income
|
$
|
263,846
|
|
|
$
|
203,886
|
|
|
$
|
317,903
|
|
Net income per common share
|
|
|
|
|
|
||||||
Basic
|
$
|
7.14
|
|
|
$
|
5.55
|
|
|
$
|
8.41
|
|
Diluted
|
$
|
7.10
|
|
|
$
|
5.51
|
|
|
$
|
8.34
|
|
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
1.28
|
|
|
$
|
1.16
|
|
|
$
|
1.04
|
|
|
|
|
|
|
|
||||||
(a) Includes excise taxes of approximately:
|
$
|
1,063,000
|
|
|
$
|
988,000
|
|
|
$
|
919,000
|
|
|
Shares Outstanding
|
|
Common
stock
|
|
Retained
earnings
|
|
Shareholders' Equity
|
|||||||
Balance at April 30, 2017
|
38,765,821
|
|
|
$
|
40,074
|
|
|
$
|
1,150,546
|
|
|
$
|
1,190,620
|
|
Net income
|
—
|
|
|
—
|
|
|
317,903
|
|
|
317,903
|
|
|||
Dividends declared ($1.04 per share)
|
—
|
|
|
—
|
|
|
(39,060
|
)
|
|
(39,060
|
)
|
|||
Exercise of stock options
|
40,377
|
|
|
1,377
|
|
|
—
|
|
|
1,377
|
|
|||
Repurchase of common stock
|
(1,997,800
|
)
|
|
(57,186
|
)
|
|
(158,248
|
)
|
|
(215,434
|
)
|
|||
Stock-based compensation
|
65,924
|
|
|
15,735
|
|
|
—
|
|
|
15,735
|
|
|||
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
|
—
|
|
|
—
|
|
|
203,886
|
|
|
203,886
|
|
|||
Dividends declared ($1.16 per share)
|
—
|
|
|
—
|
|
|
(42,471
|
)
|
|
(42,471
|
)
|
|||
Exercise of stock options
|
71,546
|
|
|
2,290
|
|
|
—
|
|
|
2,290
|
|
|||
Repurchase of common stock
|
(352,592
|
)
|
|
—
|
|
|
(35,247
|
)
|
|
(35,247
|
)
|
|||
Stock-based compensation
|
71,245
|
|
|
13,310
|
|
|
—
|
|
|
13,310
|
|
|||
Balance at April 30, 2019
|
36,664,521
|
|
|
$
|
15,600
|
|
|
$
|
1,393,169
|
|
|
$
|
1,408,769
|
|
Net income
|
—
|
|
|
—
|
|
|
263,846
|
|
|
263,846
|
|
|||
Dividends declared ($1.28 per share)
|
—
|
|
|
—
|
|
|
(47,096
|
)
|
|
(47,096
|
)
|
|||
Exercise of stock options
|
66,638
|
|
|
2,958
|
|
|
—
|
|
|
2,958
|
|
|||
Stock-based compensation
|
75,166
|
|
|
14,728
|
|
|
—
|
|
|
14,728
|
|
|||
Balance at April 30, 2020
|
36,806,325
|
|
|
$
|
33,286
|
|
|
$
|
1,609,919
|
|
|
$
|
1,643,205
|
|
|
Years ended April 30,
|
||||||
|
2020
|
|
2019
|
||||
Fuel
|
$
|
33,695
|
|
|
$
|
83,204
|
|
Merchandise
|
202,312
|
|
|
189,836
|
|
||
Total inventory
|
$
|
236,007
|
|
|
$
|
273,040
|
|
|
|
Buildings
|
25-40 years
|
Machinery and equipment
|
5-40 years
|
Finance lease right-of-use assets
|
Lesser of term of lease or life of asset
|
Leasehold improvements
|
Lesser of term of lease or life of asset
|
Assets acquired:
|
|
||
Inventories
|
$
|
680
|
|
Property and equipment
|
28,384
|
|
|
Total assets
|
29,064
|
|
|
Liabilities assumed:
|
|
||
Accrued expenses
|
210
|
|
|
Total liabilities
|
210
|
|
|
Net tangible assets acquired
|
28,854
|
|
|
Goodwill
|
3,852
|
|
|
Total consideration paid
|
$
|
32,706
|
|
|
Years Ended April 30,
|
||||||
|
2020
|
|
2019
|
||||
Total revenue
|
$
|
9,217,749
|
|
|
$
|
9,421,773
|
|
Net income
|
$
|
265,233
|
|
|
$
|
205,987
|
|
Net income per common share
|
|
|
|
||||
Basic
|
$
|
7.18
|
|
|
$
|
5.61
|
|
Diluted
|
$
|
7.13
|
|
|
$
|
5.57
|
|
|
As of April 30,
|
||||||
|
2020
|
|
2019
|
||||
Finance lease liabilities (Note 7)
|
$
|
16,746
|
|
|
$
|
16,480
|
|
5.72% Senior notes due in 14 installments beginning September 30, 2012 and ending March 30, 2020
|
—
|
|
|
15,000
|
|
||
5.22% Senior notes due August 9, 2020 (1)
|
569,000
|
|
|
569,000
|
|
||
3.67% Senior notes (Series A) due in 7 installments beginning June 17, 2022, and ending June 15, 2028
|
150,000
|
|
|
150,000
|
|
||
3.75% Senior notes (Series B) due in 7 installments beginning December 17, 2022 and ending December 18, 2028
|
50,000
|
|
|
50,000
|
|
||
3.65% Senior notes (Series C) due in 7 installments beginning May 2, 2025 and ending May 2, 2031
|
50,000
|
|
|
50,000
|
|
||
3.72% Senior notes (Series D) due in 7 installments beginning October 28, 2025 and ending October 28, 2031
|
50,000
|
|
|
50,000
|
|
||
3.51% Senior notes (Series E) due June 13, 2025
|
150,000
|
|
|
150,000
|
|
||
3.77% Senior notes (Series F) due August 22, 2028
|
250,000
|
|
|
250,000
|
|
||
|
1,285,746
|
|
|
1,300,480
|
|
||
Less current maturities (2)
|
571,244
|
|
|
17,205
|
|
||
|
$
|
714,502
|
|
|
$
|
1,283,275
|
|
Years ended April 30,
|
Finance Leases
|
|
Senior Notes
|
|
Total
|
||||||
2021
|
$
|
2,244
|
|
|
$
|
569,000
|
|
|
$
|
571,244
|
|
2022
|
2,354
|
|
|
—
|
|
|
2,354
|
|
|||
2023
|
2,484
|
|
|
20,000
|
|
|
22,484
|
|
|||
2024
|
2,060
|
|
|
32,000
|
|
|
34,060
|
|
|||
2025
|
734
|
|
|
32,000
|
|
|
32,734
|
|
|||
Thereafter
|
6,870
|
|
|
616,000
|
|
|
622,870
|
|
|||
|
$
|
16,746
|
|
|
$
|
1,269,000
|
|
|
$
|
1,285,746
|
|
Date of Grant
|
Type of Grant
|
Shares Granted
|
Recipients
|
Vesting Date
|
Fair Value at Grant Date
|
|
|
|
|
|
|
|
|
June 1, 2017
|
Restricted Stock Units
|
63,699
|
|
Key Employees
|
June 1, 2020
|
$7,388
|
July 14, 2017
|
Restricted Stock Units (1)
|
61,126
|
|
Officers
|
June 15, 2020
|
$6,912
|
September 28, 2017
|
Restricted Stock
|
8,344
|
|
Non-Employee Board Members
|
Immediate
|
$920
|
March 29, 2018
|
Restricted Stock Units
|
2,150
|
|
Non-Employee Board Members
|
September 21, 2018
|
$236
|
May 24, 2018
|
Restricted Stock Units
|
88,846
|
|
Key Employees
|
May 24, 2021
|
$8,593
|
June 8, 2018
|
Restricted Stock Units (1)
|
75,402
|
|
Officers
|
June 8, 2021
|
$7,571
|
September 5, 2018
|
Restricted Stock Units
|
7,984
|
|
Non-Employee Board Members
|
2019 Annual Shareholders' Meeting Date
|
$920
|
June 4, 2019
|
Restricted Stock Units
|
75,959
|
|
Key Employees
|
June 4, 2022
|
$9,886
|
June 4, 2019
|
Restricted Stock Units (1)
|
59,579
|
|
Officers
|
June 4, 2022
|
$9,097
|
June 24, 2019
|
Restricted Stock Units (2)
|
32,786
|
|
CEO
|
Various (2)
|
$5,700
|
September 4, 2019
|
Restricted Stock Units
|
5,504
|
|
Non-Employee Board Members
|
2020 Annual Shareholders' Meeting Date
|
$919
|
December 23, 2019
|
Restricted Stock Units (3)
|
5,000
|
|
CEO
|
Various (3)
|
$788
|
Various (4)
|
Restricted Stock Units (4)
|
8,444
|
|
Officers
|
Various (4)
|
$1,368
|
Various (5)
|
Restricted Stock Units (5)
|
1,763
|
|
Officers
|
Various (5)
|
$354
|
|
Number
of option shares
|
|
Weighted
average option
exercise price
|
|||
Outstanding at April 30, 2017
|
222,050
|
|
|
$
|
38.51
|
|
Exercised
|
(40,377
|
)
|
|
34.11
|
|
|
Outstanding at April 30, 2018
|
181,673
|
|
|
$
|
39.48
|
|
Exercised
|
(71,546
|
)
|
|
32.02
|
|
|
Forfeited
|
(300
|
)
|
|
25.26
|
|
|
Outstanding at April 30, 2019
|
109,827
|
|
|
$
|
44.39
|
|
Exercised
|
(66,638
|
)
|
|
44.39
|
|
|
Outstanding at April 30, 2020
|
43,189
|
|
|
$
|
44.39
|
|
|
|
|
Unvested at April 30, 2017
|
303,400
|
|
Granted
|
126,980
|
|
Vested
|
(88,700
|
)
|
Forfeited
|
(2,699
|
)
|
Unvested at April 30, 2018
|
338,981
|
|
Granted
|
172,232
|
|
Vested
|
(104,166
|
)
|
Forfeited
|
(10,530
|
)
|
Performance Award Adjustments
|
(7,717
|
)
|
Unvested at April 30, 2019
|
388,800
|
|
Granted
|
189,035
|
|
Vested
|
(108,484
|
)
|
Forfeited
|
(25,146
|
)
|
Performance Award Adjustments
|
29,594
|
|
Unvested at April 30, 2020
|
473,799
|
|
|
Years ended April 30,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Basic
|
|
|
|
|
|
||||||
Net income
|
$
|
263,846
|
|
|
$
|
203,886
|
|
|
$
|
317,903
|
|
Weighted average shares outstanding-basic
|
36,956,115
|
|
|
36,709,940
|
|
|
37,778,304
|
|
|||
Basic earnings per common share
|
$
|
7.14
|
|
|
$
|
5.55
|
|
|
$
|
8.41
|
|
Diluted
|
|
|
|
|
|
||||||
Net income
|
$
|
263,846
|
|
|
$
|
203,886
|
|
|
$
|
317,903
|
|
Weighted-average shares outstanding-basic
|
36,956,115
|
|
|
36,709,940
|
|
|
37,778,304
|
|
|||
Plus effect of stock options and restricted stock units
|
229,713
|
|
|
265,447
|
|
|
353,795
|
|
|||
Weighted-average shares outstanding-diluted
|
37,185,828
|
|
|
36,975,387
|
|
|
38,132,099
|
|
|||
Diluted earnings per common share
|
$
|
7.10
|
|
|
$
|
5.51
|
|
|
$
|
8.34
|
|
|
Years ended April 30,
|
|||||||||
|
2020
|
|
2019
|
|
2018
|
|||||
Current tax expense (benefit):
|
|
|
|
|
|
|||||
Federal
|
$
|
22,182
|
|
|
$
|
10,326
|
|
|
(7,057
|
)
|
State
|
6,210
|
|
|
3,853
|
|
|
1,769
|
|
||
|
28,392
|
|
|
14,179
|
|
|
(5,288
|
)
|
||
Deferred tax expense (benefit)
|
49,810
|
|
|
45,337
|
|
|
(98,178
|
)
|
||
Total income tax expense (benefit)
|
$
|
78,202
|
|
|
$
|
59,516
|
|
|
(103,466
|
)
|
|
As of April 30,
|
||||||
|
2020
|
|
2019
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued liabilities and reserves
|
$
|
15,953
|
|
|
$
|
11,705
|
|
Property and equipment depreciation
|
27,512
|
|
|
24,661
|
|
||
Workers compensation
|
8,303
|
|
|
8,277
|
|
||
Deferred compensation
|
3,781
|
|
|
3,827
|
|
||
Equity compensation
|
7,083
|
|
|
6,727
|
|
||
State net operating losses & tax credits
|
424
|
|
|
775
|
|
||
Other
|
1,335
|
|
|
1,033
|
|
||
Total gross deferred tax assets
|
64,391
|
|
|
57,005
|
|
||
Less valuation allowance
|
47
|
|
|
47
|
|
||
Total net deferred tax assets
|
64,344
|
|
|
56,958
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment depreciation
|
(474,829
|
)
|
|
(420,710
|
)
|
||
Goodwill
|
(24,348
|
)
|
|
(21,560
|
)
|
||
Other
|
(765
|
)
|
|
(476
|
)
|
||
Total gross deferred tax liabilities
|
(499,942
|
)
|
|
(442,746
|
)
|
||
Net deferred tax liability
|
$
|
(435,598
|
)
|
|
(385,788
|
)
|
|
Years ended April 30,
|
|||||||
|
2020
|
|
2019
|
|
2018
|
|||
Income taxes at the statutory rates
|
21.0
|
%
|
|
21.0
|
%
|
|
30.4
|
%
|
Impact of Tax Reform Act
|
—
|
%
|
|
0.4
|
%
|
|
(80.5
|
)%
|
Federal tax credits
|
(1.9
|
)%
|
|
(2.3
|
)%
|
|
(2.2
|
)%
|
State income taxes, net of federal tax benefit
|
4.0
|
%
|
|
4.3
|
%
|
|
3.7
|
%
|
Impact of phased-in state law changes, net of federal benefit
|
(0.2
|
)%
|
|
(1.8
|
)%
|
|
0.8
|
%
|
ASU 2016-09 benefit (share based compensation)
|
(0.5
|
)%
|
|
(0.6
|
)%
|
|
(0.8
|
)%
|
Other
|
0.5
|
%
|
|
1.6
|
%
|
|
0.3
|
%
|
|
22.9
|
%
|
|
22.6
|
%
|
|
(48.3
|
)%
|
|
2020
|
|
2019
|
||||
Beginning balance
|
$
|
7,287
|
|
|
$
|
6,421
|
|
Additions based on tax positions related to current year
|
2,780
|
|
|
2,169
|
|
||
Reductions due to lapse of applicable statute of limitations
|
(1,160
|
)
|
|
(1,303
|
)
|
||
Ending balance
|
$
|
8,907
|
|
|
$
|
7,287
|
|
|
Classification
|
|
|
|
April 30, 2020
|
||
Operating lease right-of-use assets
|
Other assets
|
|
|
|
$
|
21,143
|
|
Finance lease right-of-use assets
|
Property and equipment
|
|
|
|
$
|
14,583
|
|
|
|
|
|
|
April 30, 2020
|
||
Weighted-average remaining lease-term - finance lease
|
|
|
|
10.9
|
|
||
Weighted-average remaining lease-term - operating lease
|
|
|
|
20.4
|
|
||
|
|
|
|
|
|||
Weighted-average discount rate - finance lease
|
|
|
|
5.34
|
%
|
||
Weighted-average discount rate - operating lease
|
|
|
|
4.25
|
%
|
||
|
|
|
|
|
|||
Right-of-use assets obtained in exchange for new finance lease liabilities (in thousands)
|
|
$
|
1,520
|
|
|||
Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands)
|
|
$
|
2,840
|
|
Years ended April 30, 2020
|
Finance leases
|
|
Operating leases
|
||||
2021
|
$
|
3,118
|
|
|
$
|
1,829
|
|
2022
|
3,110
|
|
|
1,814
|
|
||
2023
|
3,116
|
|
|
1,717
|
|
||
2024
|
2,565
|
|
|
1,683
|
|
||
2025
|
1,167
|
|
|
1,686
|
|
||
Thereafter
|
10,764
|
|
|
25,335
|
|
||
Total minimum lease payments
|
23,840
|
|
|
34,064
|
|
||
Less amount representing interest
|
7,094
|
|
|
12,468
|
|
||
Present value of net minimum lease payments
|
$
|
16,746
|
|
|
$
|
21,596
|
|
Years ended April 30, 2019
|
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
|
|
|
|
|
Year ended April 30, 2020
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Year Total
|
||||||
Total revenue
|
|
|
|
|
|
|
|
|
|
||||||
Fuel
|
$
|
1,627,568
|
|
|
1,514,474
|
|
|
1,376,018
|
|
|
999,352
|
|
|
5,517,412
|
|
Grocery and other merchandise
|
687,918
|
|
|
660,562
|
|
|
582,407
|
|
|
568,080
|
|
|
2,498,966
|
|
|
Prepared food and fountain
|
295,877
|
|
|
297,846
|
|
|
273,630
|
|
|
229,853
|
|
|
1,097,207
|
|
|
Other
|
15,266
|
|
|
14,704
|
|
|
16,143
|
|
|
15,598
|
|
|
61,711
|
|
|
|
$
|
2,626,629
|
|
|
2,487,586
|
|
|
2,248,198
|
|
|
1,812,883
|
|
|
9,175,296
|
|
Revenue less cost of goods sold excluding depreciation and amortization and credit card fees
|
|
|
|
|
|
|
|
|
|
||||||
Fuel
|
$
|
150,989
|
|
|
140,798
|
|
|
124,257
|
|
|
198,803
|
|
|
614,847
|
|
Grocery and other merchandise
|
215,453
|
|
|
220,134
|
|
|
191,692
|
|
|
172,862
|
|
|
800,140
|
|
|
Prepared food and fountain
|
184,012
|
|
|
181,452
|
|
|
164,795
|
|
|
137,833
|
|
|
668,092
|
|
|
Other
|
15,232
|
|
|
14,681
|
|
|
16,119
|
|
|
15,572
|
|
|
61,605
|
|
|
|
$
|
565,686
|
|
|
557,065
|
|
|
496,863
|
|
|
525,070
|
|
|
2,144,684
|
|
Net income
|
$
|
85,815
|
|
|
81,981
|
|
|
33,959
|
|
|
62,091
|
|
|
263,846
|
|
Income per common share
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
2.33
|
|
|
2.22
|
|
|
0.92
|
|
|
1.68
|
|
|
7.14
|
|
|
Diluted
|
2.31
|
|
|
2.21
|
|
|
0.91
|
|
|
1.67
|
|
|
7.10
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Year ended April 30, 2019
|
||||||||||||||
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Year Total
|
||||||
Total revenue
|
|
|
|
|
|
|
|
|
|
||||||
Fuel
|
$
|
1,647,417
|
|
|
1,621,868
|
|
|
1,233,620
|
|
|
1,345,866
|
|
|
5,848,770
|
|
Grocery and other merchandise
|
644,800
|
|
|
618,250
|
|
|
543,773
|
|
|
562,699
|
|
|
2,369,521
|
|
|
Prepared food and fountain
|
281,003
|
|
|
283,062
|
|
|
256,144
|
|
|
254,086
|
|
|
1,074,294
|
|
|
Other
|
15,212
|
|
|
14,825
|
|
|
14,539
|
|
|
15,746
|
|
|
60,325
|
|
|
|
$
|
2,588,432
|
|
|
2,538,005
|
|
|
2,048,076
|
|
|
2,178,397
|
|
|
9,352,910
|
|
Revenue less cost of goods sold excluding depreciation and amortization and credit card fees
|
|
|
|
|
|
|
|
|
|
||||||
Fuel
|
$
|
123,476
|
|
|
118,656
|
|
|
122,559
|
|
|
101,417
|
|
|
466,107
|
|
Grocery and other merchandise
|
208,925
|
|
|
200,193
|
|
|
173,512
|
|
|
177,188
|
|
|
759,817
|
|
|
Prepared food and fountain
|
174,184
|
|
|
176,675
|
|
|
159,682
|
|
|
158,057
|
|
|
668,598
|
|
|
Other
|
15,183
|
|
|
14,797
|
|
|
14,512
|
|
|
15,708
|
|
|
60,202
|
|
|
|
$
|
521,768
|
|
|
510,321
|
|
|
470,265
|
|
|
452,370
|
|
|
1,954,724
|
|
Net income
|
$
|
70,224
|
|
|
66,615
|
|
|
41,835
|
|
|
25,212
|
|
|
203,886
|
|
Income per common share
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
1.92
|
|
|
1.82
|
|
|
1.14
|
|
|
0.69
|
|
|
5.55
|
|
|
Diluted
|
1.90
|
|
|
1.80
|
|
|
1.13
|
|
|
0.68
|
|
|
5.51
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Documents filed as a part of this report on Form 10-K:
|
(1)
|
The following financial statements are included herewith:
|
(2)
|
No schedules are included because the required information is inapplicable or is presented in the consolidated financial statements or related notes thereto.
|
(3)
|
The following exhibits are filed as a part of this report:
|
Exhibit
Number
|
Description of Exhibits
|
|
|
3.1
|
|
|
|
3.2(a)
|
|
|
|
4.1
|
|
|
|
4.2
|
|
|
|
4.3
|
|
|
|
4.4
|
|
|
|
4.5
|
|
|
|
4.6
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3*
|
|
|
|
10.4*
|
|
|
|
10.5*
|
|
|
|
10.6*
|
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
Indicates management contract or compensatory plan or arrangement.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
CASEY’S GENERAL STORES, INC.
(Registrant)
|
||
|
|
|
Date: June 26, 2020
|
By
|
/s/ Darren M. Rebelez
|
|
Darren M. Rebelez, President and
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer and Director)
|
|
|
|
|
Date: June 26, 2020
|
By
|
/s/ Stephen P. Bramlage Jr.
|
|
Stephen P. Bramlage Jr.
|
|
|
Chief Financial Officer
|
|
|
(Authorized Officer and Principal Financial and Accounting Officer)
|
|
|
|
Date: June 26, 2020
|
By
|
/s/ H. Lynn Horak
|
|
H. Lynn Horak
|
|
|
Chair and Director
|
|
|
|
|
Date: June 26, 2020
|
By
|
/s/ Darren M. Rebelez
|
|
Darren M. Rebelez, President and
|
|
|
Chief Executive Officer, Director
|
|
|
|
|
Date: June 26, 2020
|
By
|
/s/ Stephen P. Bramlage Jr.
|
|
Stephen P. Bramlage Jr.
|
|
|
Chief Financial Officer
|
|
|
|
|
Date: June 26, 2020
|
By
|
/s/ Cara K. Heiden
|
|
Cara K. Heiden
|
|
|
Director
|
|
|
|
|
Date: June 26, 2020
|
By
|
/s/ Diane C. Bridgewater
|
|
Diane C. Bridgewater
|
|
|
Director
|
|
|
|
|
Date: June 26, 2020
|
By
|
/s/ Donald E. Frieson
|
|
Donald E. Frieson
|
|
|
Director
|
|
|
|
Date: June 26, 2020
|
By
|
/s/ David K. Lenhardt
|
|
David K. Lenhardt
|
|
|
Director
|
|
|
|
|
Date: June 26, 2020
|
By
|
/s/ Allison M. Wing
|
|
Allison M. Wing
|
|
|
Director
|
|
|
|
|
Date: June 26, 2020
|
By
|
/s/ Larree M. Renda
|
|
Larree M. Renda
|
|
|
Director
|
|
|
|
|
Date: June 26, 2020
|
By
|
/s/ Judy A. Schmeling
|
|
Judy A. Schmeling
|
|
|
Director
|
2.7
|
"Company" means the company designated in the Adoption Agreement as
|
2.13
|
"Effective Date" shall be the date designated in the Adoption Agreement.
|
2.27.1
|
Issued pursuant to a State's domestic relations law;
|
2.27.5
|
Meets such other requirements established by the Committee.
|
11.1
|
Board.
|
(i)
|
To amend the Plan;
|
(ii)
|
To appoint and remove members of the Committee; and
|
(iii)
|
To terminate the Plan as permitted in Section 14.
|
11.2
|
Committee.
|
(i)
|
To designate Participants;
|
(v)
|
To direct the Employer in the payment of benefits;
|
(i)
|
the specific reason or reasons for the adverse determination;
|
(ii)
|
specific reference to pertinent Plan provisions on which the adverse determination is based;
|
(iii)
|
a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
|
(iv)
|
a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the
|
16.4.3
|
The decision of the Committee shall be final and conclusive.
|
16.6
|
Disability Claims
|
(i)
|
the specific reason(s) for the denial,
|
(ii)
|
references to the specific Plan provisions on which the benefit determination was based,
|
(iii)
|
a description of any additional material or information necessary to perfect a claim and an explanation of why such information is necessary,
|
(iv)
|
a description of the Committee’s appeals procedures and applicable time limits, including, to the extent applicable, a statement of the right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review,
|
(v)
|
a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (i) the views presented by the claimant to the Committee of health care professionals treating the claimant and vocational professionals who evaluated the claimant; (ii) the views of medical or vocational experts whose advice was obtained on behalf of the Committee in connection with a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and (iii) a disability determination regarding the claimant presented by the claimant to the Committee made by the Social Security Administration,
|
(vi)
|
if the determination is based on medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the relevant medical circumstances, or a statement that such explanation will be provided free of charge upon request,
|
(vii)
|
either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse benefit determination, or a statement that such rules, guidelines, protocols, standards, or other similar criteria of the Plan do not exist, and
|
(viii)
|
a statement that the Participant or Beneficiary is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to his or her claim for benefits.
|
(i)
|
the specific reason(s) for the adverse determination,
|
(ii)
|
references to the specific Plan provisions on which the determination was based,
|
(iii)
|
a statement regarding the right to receive upon request and free of charge reasonable access to, and copies of, all records, documents and other information relevant to the benefit claim,
|
(iv)
|
a description of the first review appeals committee’s review procedures and applicable time limits, including a statement of the right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review,
|
(v)
|
a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (i) the views presented by the claimant to the committee of health care professionals treating the claimant and vocational professionals who evaluated the claimant; (ii) the views of medical or vocational experts whose advice was obtained by or on behalf of the committee in connection with a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and (iii) a disability determination regarding the claimant presented by the claimant to the committee made by the Social Security Administration,
|
(vi)
|
if the determination is based on medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the relevant medical circumstances, or a statement that such explanation will be provided free of charge upon request, and
|
(vii)
|
either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse benefit determination, or a statement that such rules, guidelines, protocols, standards, or other similar criteria of the Plan do not exist.
|
__
|
(a) This is a newly-established Plan, and the Effective Date of the Plan is _______________.
|
XX
|
(b) This is an amendment and restatement of a plan named The Executive Nonqualified Excess Plan of Casey’s General Stores, Inc. with an effective date of January 1, 2003, amended and restated effective January 1, 2005, January 1, 2009, and January 1, 2014. The Effective Date of this amended Plan is August 1, 2015. This is amendment number 5.
|
__
|
(b) The later of age ___ or the _______ anniversary of the participation commencement date. The participation commencement date is the first
|
2.23
|
Participating Employer(s): As of the Effective Date, the following Participating Employer(s) are parties to the Plan:
|
Name of Employer
|
|
EIN
|
Casey’s General Stores, Inc.
|
|
42-0935283
|
2.26
|
Plan: The name of the Plan is
|
__
|
(b) Completed __ Years of Service from First Date of Service.
|
__
|
(c) Attained age __ and completed __ Years of Service from First Date of Service.
|
XX
|
(d) Not applicable – distribution elections for Separation from Service are not based on Seniority Date
|
minimum deferral:
|
|
%
|
maximum deferral:
|
80
|
%
|
minimum deferral:
|
|
%
|
maximum deferral:
|
80
|
%
|
minimum deferral:
|
|
%
|
maximum deferral:
|
80
|
%
|
minimum deferral:
|
|
%
|
maximum deferral:
|
|
%
|
minimum deferral:
|
|
%
|
maximum deferral:
|
|
%
|
minimum deferral:
|
|
%
|
maximum deferral:
|
|
%
|
__
|
(a) Employer Discretionary Credits: The Employer may make discretionary credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
|
__
|
(i) An amount determined each Plan Year by the Employer.
|
__
|
(b) Other Employer Credits: The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
|
__
|
(i) An amount determined each Plan Year by the Employer.
|
5.6
|
Unforeseeable Emergency Event:
|
XX
|
(a) Participants may apply to have accounts distributed upon an Unforeseeable Emergency event.
|
__
|
(b) An Unforeseeable Emergency shall not be a Qualifying Distribution Event
|
Less than
|
1
|
|
%
|
|
1
|
|
%
|
|
2
|
|
%
|
|
3
|
|
%
|
|
4
|
|
%
|
|
5
|
|
%
|
|
6
|
|
%
|
|
7
|
|
%
|
|
8
|
|
%
|
|
9
|
|
%
|
|
10 or more
|
|
%
|
Less than
|
1
|
|
%
|
|
1
|
|
%
|
|
2
|
|
%
|
|
3
|
|
%
|
|
4
|
|
%
|
|
5
|
|
%
|
|
6
|
|
%
|
|
7
|
|
%
|
|
8
|
|
%
|
|
9
|
|
%
|
|
10 or more
|
|
%
|
XX
|
(i) A lump sum.
|
XX
|
(ii) Annual installments over a term certain as elected by the Participant not to exceed 5 years.
|
XX
|
(iii) Quarterly installments over a term certain as elected by the Participant not to exceed 5 years.
|
__
|
(i) A lump sum.
|
__
|
(ii) Not Applicable
|
__
|
(i) A lump sum.
|
__
|
(ii) Annual installments over a term certain as elected by the Participant not to exceed ___ years.
|
XX
|
(i) A lump sum.
|
XX
|
(ii) Annual installments over a term certain as elected by the Participant not to exceed 5 years.
|
XX
|
(iii) Quarterly installments over a term certain as elected by the Participant not to exceed 5 years.
|
XX
|
(i) A lump sum.
|
XX
|
(ii) Annual installments over a term certain as elected by the Participant not to exceed 5 years.
|
XX
|
(iii) Quarterly installments over a term certain as elected by the Participant not to exceed 5 years.
|
XX
|
(i) A lump sum.
|
XX
|
(ii) Annual installments over a term certain as elected by the Participant not to exceed 5 years.
|
XX
|
(iii) Quarterly installments over a term certain as elected by the Participant not to exceed 5 years.
|
XX
|
(i) A lump sum.
|
7.4
|
De Minimis Amounts.
|
XX
|
(a) Notwithstanding any payment election made by the Participant, the vested balance in all Deferred Compensation Account(s) of the Participant will be distributed in a single lump sum payment at the time designated under the Plan if at the time of a permitted Qualifying Distribution Event that is either a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable) the vested balance does not exceed $ 25,000 In addition, the Employer may distribute a Participant's vested balance in all Deferred Compensation Account(s) of the Participant at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant's entire interest in the Plan
|
__
|
(b) There shall be no pre-determined de minimis amount under the Plan; however, the Employer may distribute a Participant's vested balance at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant's entire interest in the Plan.
|
__
|
(b) Employer or Participating Employer who employed the Participant when amounts were deferred.
|
1.
|
Casey’s Marketing Company, an Iowa corporation
|
|
|
2.
|
Casey’s Services Company, an Iowa corporation
|
3.
|
Casey’s Retail Company, an Iowa corporation
|
|
|
4.
|
CGS Stores, LLC, an Iowa limited liability company
|
|
|
5.
|
Heartland Property Company, LLC, a Delaware limited liability company
|
1.
|
I have reviewed this annual report on Form 10-K of Casey’s General Stores, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting practices;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated June 26, 2020
|
/s/ Darren M. Rebelez
|
|
Darren M. Rebelez, President and
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Casey’s General Stores, Inc.;
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting practices;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated June 26, 2020
|
/s/ Stephen P. Bramlage Jr.
|
|
Stephen P. Bramlage Jr.
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934.
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
|
/s/ Darren M. Rebelez
|
|
Darren M. Rebelez, President and
|
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934.
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
|
/s/ Stephen P. Bramlage Jr.
|
|
Stephen P. Bramlage Jr.
|
|
Senior Vice President and Chief Financial Officer
|